Ratio.
A. Consolidated EBITDA (Line II.A.6 below):
$
B. Consolidated Total Debt:
$
C. Consolidated Leverage Ratio (Line I.B. to Line I.A.)
to 1.00
Maximum permitted:
3.25 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. Consolidated Interest Coverage Ratio
(Line II.A.6 to Line II.B):
to 1.00
Minimum Required:
4.00 to 1.00
2
EXHIBIT H
FORM OF
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Credit Agreement, dated as of September 12, 2012 (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, HSBC Bank USA,
National Association, as Syndication Agent, and U.S. Bank National Association,
The Bank of Tokyo-Mitsubishi UFJ, Ltd., UniCredit Bank AG and The Bank of New
York Mellon, as Co-Documentation 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 l hereto (the "Assignor") and the Assignee
identified on Schedule l 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 described 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 in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Loan Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim and (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any of its Affiliates or any other obligor
or the performance or observance by