Exhibit 99.6
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 Second Amended and Restated 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 (Second Amended and Restated 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 (Second Amended and Restated Credit Agreement)]
TD BANK, N.A., | ||
as a Lender | ||
By: | /s/ Steve Levi | |
Name: Steve Levi | ||
Title: Senior Vice President |
[Signature Page – Waiver Letter (Second Amended and Restated 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 (Second Amended and Restated 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 (Second Amended and Restated Credit Agreement)]
THE BANK OF NEW YORK MELLON, | ||
as a Lender | ||
By: | /s/ Luke Daly | |
Name: Luke Daly | ||
Title: Vice President |
[Signature Page – Waiver Letter (Second Amended and Restated Credit Agreement)]
ING BANK N.V., DUBLIN BRANCH, | ||
as a Lender | ||
By: | /s/ Cormac Langford | |
Name: Cormac Langford | ||
Title: Director | ||
By: | /s/ Louise Gough | |
Name: Louise Gough | ||
Title: Vice President |
[Signature Page – Waiver Letter (Second Amended and Restated Credit Agreement)]
HSBC BANK USA, NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Dennis Tybor | |
Name: Dennis Tybor (23307) | ||
Title: Senior Vice President |
[Signature Page – Waiver Letter (Second Amended and Restated 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 (Second Amended and Restated Credit Agreement)]
MUFG BANK, LTD., | ||
as a Lender | ||
By: | /s/ Reema Sharma | |
Name: Reema Sharma | ||
Title: Authorized Signatory |
[Signature Page – Waiver Letter (Second Amended and Restated Credit Agreement)]
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, | ||
as a Lender | ||
By: | /s/ Cynthia Dioquino | |
Name: Cynthia Dioquino | ||
Title: Director |
[Signature Page – Waiver Letter (Second Amended and Restated 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 (Second Amended and Restated Credit Agreement)]