EX-99.7 14 exhibit997.htm EXHIBIT 99.7 HTML

Exhibit 99.7

JPMorgan Chase Bank, N.A.

131 S Dearborn St, Floor 04

Chicago, IL, 60603-5506

November 14, 2023

Henry Schein Inc.

135 Duryea Road

Melville, New York, 11747

Attn: Michael Amodio, Vice President and Treasurer

Limited Waiver

Ladies and Gentlemen:

Reference is hereby made to that certain Term Loan Credit Agreement, dated as of July 11, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Henry Schein, Inc., a Delaware corporation, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties from time to time party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Credit Agreement.

You have requested an extension of the time required to deliver your unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(b) of the Credit Agreement. The Majority Lenders hereby agree to extend the due date for the above items to December 8, 2023 (or such later date as the Administrative Agent may agree in its sole discretion).

Except as specifically set forth herein, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Credit Agreement or any of the Loan Documents. This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

[Signature Page Follows]

 

Very truly yours,

 

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as a Lender
By  

/s/ James Kyle O’Donnell

  Name: James Kyle O’Donnell
  Title: Vice President

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]

U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Michael West

  Name: Michael West
  Title: Senior Vice President

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]

TD BANK, N.A.,
as a Lender
By:  

/s/ Steve Levi

  Name: Steve Levi
  Title: Senior Vice President

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]

BANK OF AMERICA, N.A.,
as a Lender
By:  

/s/ Martha Novak

  Name: Martha Novak
  Title: Senior Vice President

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]

UNICREDIT BANK AG, NEW YORK BRANCH,
as a Lender
By:  

/s/ Kimberly Sousa

  Name: Kimberly Sousa
  Title: Managing Director
By:  

/s/ Jakub Gazi

  Name: Jakub Gazi
  Title: Senior Associate

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]

BNP PARIBAS,
as a Lender
By:  

/s/ John Bosco

  Name: John Bosco
  Title: Managing Director
By:  

/s/ Adam Caretti

  Name: Adam Caretti
  Title: Director

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]

ACKNOWLEDGED AND AGREED:
HENRY SCHEIN, INC.,
as Borrower
By:  

/s/ Michael Amodio

Name:   Michael Amodio
Title:   Vice President and Treasurer

 

[Signature Page – Waiver Letter (Term Loan Credit Agreement)]