Exhibit 10.7
EXECUTED VERSION
LIMITED WAIVER TO
TO RECEIVABLES PURCHASE AGREEMENT
This LIMITED WAIVER TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 22, 2020 (this “Waiver Agreement”), is entered into among HSFR, INC., a Delaware corporation, as seller (the “Seller”), HENRY SCHEIN, INC., as initial Servicer (the “Servicer”), THE PURCHASER AGENTS LISTED ON THE SIGNATURE PAGES HERETO (the “Purchaser Agents”), and MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.), as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for each Purchaser Group.
RECITALS
A. The Seller, the Servicer, purchasers from time to time party thereto, Purchaser Agents and Agent are parties to a Receivables Purchase Agreement, dated as of April 17, 2013 (as amended by that certain Omnibus Amendment No. 1, dated as of July 22, 2013, that certain Omnibus Amendment No. 2, dated as of April 21, 2014, that certain Amendment No. 1 to Receivables Purchase Agreement, dated as of September 22, 2014, that certain Amendment No. 2 to Receivables Purchase Agreement, dated as of April 14, 2015, that certain Amendment No. 3 to Receivables Purchase Agreement, dated as of June 1, 2016, that certain Amendment No. 4 to Receivables Purchase Agreement, dated as of July 6, 2017, and that certain Amendment No. 5 to Receivables Purchase Agreement, dated as of May 13, 2019 and as further amended, restated, modified or supplemented through the date hereof, the “RPA”).
B. WHEREAS, in accordance with Section 13.1 of the RPA, the Seller and the Agent, with the consent of the Required Purchaser Agents, may enter into waivers of any provisions of any Transaction Document from time to time;
C. WHEREAS, pursuant to and in accordance with Section 13.1 of the RPA, the parties desire to waive a breach under the RPA as provided herein.
NOW, THEREFORE, based upon the above Recitals, the mutual premises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agree as follows:
SECTION 1. Definitions and Interpretation. Capitalized terms are used in this Waiver Agreement as defined in Exhibit I to the Receivables Purchase Agreement.
SECTION 2. Limited Waiver.
(a) The parties hereto acknowledge that (i) pursuant to Section 9.1(f)(iv) of the RPA, it is a Termination Event if, the average of the Portfolio Turnover, computed for each of the immediately preceding three months shall exceed 45 days, and (ii) as of April 25, 2020, the average of the Portfolio Turnover, computed for each of the immediately preceding three months (including the Calculation Period ending on April 25, 2020) is 49.89 days (the “Specified Breach”). The Seller each hereby requests that each of the other parties hereto
