76
12.10 Expenses; Filing Fees
76
12.11 No Third-Party Beneficiaries
76
12.12 Further Assurances
76
12.13 "Knowledge" Defined
76
12.14 Communication Plan; Publicity
77
12.15 Acknowledgment
77
12.16 No Strict Construction
77
ARTICLE 13
DEFINITIONS
13.1 Definitions
78
13.2 Defined Terms Relating to Closing Mechanics
89
13.3 Additional Defined Terms
89
v
SCHEDULES
Schedule A-1
Certain Transaction Document Deliveries
Schedule A-2
Certain Closing Document Deliveries
Schedule B
Account Information
Schedule 1.1(a)
Schein Contribution
Annex A
Excluded HSI Real Property Leases
Annex B
Certain Excluded Assets
Annex C
Certain Excluded Liabilities
Schedule 1.1(b)
Merger
Schedule 1.1(c)
HSI Stock Purchase
Schedule 1.8
Closing Mechanics
Schedule 2
Working Capital Adjustments
Schedule 8.2(b)(xiii)
Permitted Employment Consulting Agreements
Schedule 8.5(e)
Severance Pay Plan
Schedule 9.3(e)
Discharge of Certain Butler Holding Indebtedness
Schedule 13
Permitted Liens
EXHIBITS
EXHIBIT 3.6A
NLS Financials
EXHIBIT 3.6B
Core Vet Financials
EXHIBIT 3.6C
Schein Allocation Methodologies
EXHIBIT 4.6
Butler Financial Statements
EXHIBIT A
Management Members
EXHIBIT B
[Intentionally Omitted.]
EXHIBIT C
[Intentionally Omitted.]
EXHIBIT D
[Intentionally Omitted.]
EXHIBIT E
Form of MergerSub Stockholders Agreement
EXHIBIT F
Form of Non-Competition Agreement
EXHIBIT G-1
Form of Oak Hill Put Rights Agreement
EXHIBIT G-2
Form of Burns Put Rights Agreement
EXHIBIT H-1
Form of DE Certificate of Merger
EXHIBIT H-2
Form of OH Certificate of Merger
EXHIBIT I
Form of Demand Note
EXHIBIT J
Form of Registration Rights Agreement
EXHIBIT K
Balance Sheet Rules
EXHIBIT L-1
Current Assets and Current Liabilities of Butler Holding
EXHIBIT L-2
Current Assets and Current Liabilities of NLS
EXHIBIT L-3
Current Assets and Current Liabilities of Core Vet Business
EXHIBIT M
Calculation Existing Net Debt
EXHIBIT N-1
Form of Butler Holding Operating Agreement
EXHIBIT N-2
Form of Existing Operating Agreement
EXHIBIT O
Indemnification Percentage Interests
EXHIBIT P
Commitment Letter
EXHIBIT Q
Pre-Closing Percentage Interests
EXHIBIT R
License Agreement
vi
OMNIBUS AGREEMENT
This Omnibus Agreement (this "Agreement") is entered into as of
November 29, 2009 by and among Henry Schein, Inc., a Delaware corporation
("HSI"), National Logistics Services, LLC, a Delaware limited liability company
("NLS"), Winslow Acquisition Company, a Delaware corporation ("MergerSub"),
Butler Animal Health Holding Company LLC, a Delaware limited liability company
("Butler Holding"), Butler Animal Health Supply, LLC, a Delaware limited
liability company ("BAHS"), Oak Hill Capital Partners II, L.P., a Delaware
limited partnership ("OHCP"), Oak Hill Capital Management Partners II, L.P., a
Delaware limited partnership ("OHCM" and together with OHCP, "Oak Hill"), W.A.
Butler Company, an Ohio corporation ("WA Butler"), Darby Group Companies, Inc.,
a New York corporation ("Darby"), Burns Veterinary Supply, Inc., a New York
corporation ("Burns" and together with Oak Hill, the "Butler Group"), and those
persons set forth on Exhibit A and party hereto (collectively, the "Management
Members" and each, a "Management Member").
Introduction
WHEREAS, each of HSI and Butler Holding is engaged in the Vet Business (as
defined herein);
WHEREAS, the desire to combine the Schein Vet Business and the Butler Vet
Business, on the terms and subject to the conditions set forth herein, which, in
addition to the other transactions