with the contents of this Certificate.
3.
Attached hereto as Attachment 1 are the computations showing compliance
with the covenants set forth in subsections 8.1(a) and 8.1(b) of the Credit
Agreement.
IN WITNESS WHEREOF, I have executed this Certificate this [
]th day of
September, 2008, solely in my capacity as [Title of Responsible Officer] and not
in my individual capacity.
Name:
Title:
[**] - Confidential or proprietary information redacted.
Attachment 1
to Compliance Certificate
The information described herein is as of _________, ________, and pertains to
the period from _________, ________, to ____
_____, ________,.
I.
Subsection 8.1(a) - Consolidated Leverage Ratio.
A.
Consolidated EBITDA (Line II.A.6 below):
$
B.
Consolidated Total
Debt:
$
C.
Leverage Ratio (Line I.B. to Line I.A.):
to 1.00
Maximum permitted:
3.00 to 1.00
II.
Subsection 8.1(b) - Consolidated Interest Coverage Ratio.
A. Consolidated EBITDA:
1.
Consolidated Operating Income
("COI"):
a. Consolidated Gross Profit:
(i)
Net sales
$
(ii)
Cost of sales
$
(iii)
COI ((i) less (ii))
b.
Consolidated Operating Expenses:
$
c. Consolidated
Operating Income
(Line II.A.1(a)(iii) less Line II.A.1(b))
$
2.
Consolidated Interest Income:
$
3. Depreciation:
$
4. Amortization:
$
5.
Designated Charges: $
a. Non-cash, non-recurring merger $
and integration costs
b.
Non-cash, non-recurring
restructuring costs $
c. Total
$
6.
Consolidated EBITDA
(Lines II.A.1(c)
+2+3+4+5(c)):
$
B. Consolidated Interest Expense:
$
C.
Interest Coverage Ratio (Line II.A.6 to Line II.B):
to 1.00
Minimum Required:
4.00 to 1.00
[**] - Confidential or proprietary information redacted.
EXHIBIT I
FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated as of September 5, 2008 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Henry Schein, Inc. (the "Borrower"), the Lenders parties
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and HSBC Bank USA,
N.A., The Bank of New York Mellon and UniCredit Markets and Investment Banking,
acting through Bayerische Hypo- und Vereinsbank AG, New York Branch, as
Co-Syndication Agents.
Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.
The Assignor identified on Schedule 1 hereto (the "Assignor") and the Assignee
identified on Schedule 1 hereto (the "Assignee") agree as follows:
1.
The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest descried in Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to those credit facilities contained in the
Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility", collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.
2.
The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made