AMENDMENT
Portions of this agreement have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].
Exhibit 10.2
AMENDMENT
AMENDMENT, dated as of November 29, 2009 (this “Amendment”), to the Credit Agreement dated as of September 5, 2008 (the “Credit Agreement”) among ▇▇▇▇▇ ▇▇▇▇▇▇, Inc., as borrower (the “Borrower”), the several lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and HSBC Bank USA, N.A., The Bank of New York Mellon, and UniCredit Markets and Investment Banking, acting through Bayerische Hypo- und Vereinsbank AG, New York Branch, as co-syndication agents.
RECITALS
A. WHEREAS, a newly-formed joint venture in which the Borrower will hold a majority ownership interest intends to acquire certain assets of the Borrower (the “▇▇▇▇▇▇▇ Acquisition”) and incur indebtedness in connection therewith;
B. WHEREAS, in connection with the ▇▇▇▇▇▇▇ Acquisition, the Borrower is requesting that the Lenders agree to certain amendments relating to the Credit Agreement; and
C. WHEREAS, the Lenders are willing to agree to such amendments subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, as amended by this Amendment. As used in this Amendment, the following terms shall have the following meanings:
“Effective Date”: as defined in Section 11.
“▇▇▇▇▇▇▇ Acquisition”: as defined in the Preamble hereto.
“▇▇▇▇▇▇▇ Acquisition Documents”: the Omnibus Agreement, dated as of November 29, 2009, by and among the Borrower, National Logistics Services, LLC, ▇▇▇▇▇▇▇ Acquisition Company, ▇▇▇▇▇▇ Animal Health Holding Company LLC, ▇▇▇▇▇▇ Animal Health Supply, LLC, Oak Hill Capital Partners II, L.P., Oak Hill Capital Management Partners II, L.P., W.A. ▇▇▇▇▇▇ Company, ▇▇▇▇▇ Veterinary Supply, Inc., and the Management Members (as defined therein), and all documents and agreements executed and delivered in connection with the consummation of the transactions contemplated thereby.
“▇▇▇▇▇▇▇ Transaction Documents”: the ▇▇▇▇▇▇▇ Acquisition Documents and the ▇▇▇▇▇▇▇ Credit Documents.
[**] - Confidential or proprietary information redacted.
2. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by:
(a) amending the definition of “Guarantor” by inserting the words “(other than the Joint Venture and its Subsidiaries)” after the words “any Subsidiary of the Borrower” in the first line thereof; and
(b) adding the following definitions in the appropriate alphabetical order:
“Joint Venture”: W.A. ▇▇▇▇▇▇ Company, a Delaware corporation (currently known as ▇▇▇▇▇▇▇ Acquisition Company, together with its permitted successors and assigns).
“Permitted JV Refinancing Indebtedness” means Indebtedness of the Joint Venture and its Subsidiaries which satisfies each of the following conditions: (a) to the extent that such Indebtedness is to be secured by a Lien on any assets or property, or the Equity Interests, of the Joint Venture and its Subsidiaries, the terms of such Indebtedness (including the Liens that secure such Indebtedness) shall be substantially similar to those provided in the ▇▇▇▇▇▇▇ Credit Documents (other than changes which extend the maturity thereof, decrease the interest rate applicable thereto, release a portion of the assets subject to such Liens or otherwise amend the terms in a manner that could not reasonably be expected to be materially adverse to the interests of the Lenders taken as a whole) and any Liens that secure such Indebtedness do not cover any additional assets, property or Equity Interests ; (b) such Indebtedness shall consist of (i) a secured facility which satisfies the requirements of clause (a) above or (ii) an unsecured or subordinated facility (and guarantees in respect thereof provided by any Subsidiary of the Joint Venture) with terms customary for facilities of such type at such time; (c) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Indebtedness; (d) such Indebtedness shall not be subject to any amortization or required repayment obligations (other than, in the case of a secured facility, as contemplated by clause (a) above or, in the case of an unsecured or subordinated facility, as then reflects the customary terms for facilities of such type at such time) on or prior to the Termination Date; (e) the net proceeds of such Indebtedness (other than any revolving Indebtedness) are concurrently applied to the prepayment of the Indebtedness to be refinanced; and (f) the Administrative Agent shall have received (x) a certificate of a Responsible Officer of the Joint Venture certifying compliance with the conditions set forth in this definition (and attaching any other information reasonably required by the Administrative Agent) and (y) copies of all the loan documents relating to such Indebtedness at least three Business Days prior to the funding of any such Indebtedness.
“▇▇▇▇▇▇▇ Credit Agreement”: the credit agreement to be entered into in connection with the ▇▇▇▇▇▇▇ Acquisition between ▇▇▇▇▇▇ Animal Health Supply, LLC, a Delaware limited liability company, as borrower, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, waived, modified or supplemented from time to time; provided that any renewal, replacement or refinancing thereof shall satisfy the requirements set forth in paragraphs (a) through (f) of the definition of “Permitted JV Refinancing Indebtedness”).
“▇▇▇▇▇▇▇ Credit Documents”: the ▇▇▇▇▇▇▇ Credit Agreement and any agreement, document or instrument creating any security interest or other encumbrance, or guaranty, entered into in connection therewith and any other agreement, document or instrument ancillary or otherwise related thereto (as amended, waived, modified or supplemented from time to time; provided that any renewal, replacement or refinancing thereof shall satisfy the requirements set forth in paragraphs (a) through (f) of the definition of “Permitted JV Refinancing Indebtedness”).
3. Amendment to Section 7.4. Clause (c) of Section 7.4 of the Credit Agreement is hereby amended by inserting the words “(other than Indebtedness permitted under Section 8.3(b)(viii))” after the word “Indebtedness” in the first line thereof.
[**] - Confidential or proprietary information redacted.
4. Amendment to Section 7.12. Section 7.12 of the Credit Agreement is hereby amended by inserting the words “(other than the Joint Venture and its Subsidiaries)” after the word “Subsidiary” in the first line thereof.
5. Amendment to Section 8.2. Section 8.2 of the Credit Agreement is hereby amended by:
(i) deleting the word “or” from the end of clause (m);
(ii) deleting the period from the end of clause (n) and substituting therefor a semicolon; and
(iii) adding the following at the end thereof:
“(o) any Lien over the assets, property or Equity Interests of the Joint Venture and its Subsidiaries that secures Indebtedness permitted under Section 8.3(b)(viii); provided that such Lien does not at any time cover any additional assets or property other than products or proceeds thereof; or
(p) Liens granted by any Subsidiary of the Borrower that are contractual rights of set-off or netting arrangements relating to pooled deposit or sweep accounts of such Subsidiary to permit satisfaction of overdraft or similar obligations (including with respect to netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements) incurred in the ordinary course of business of such Subsidiary.”
6. Amendment to Section 8.3. Clause (b) of Section 8.3 of the Credit Agreement is hereby amended by:
(i) deleting the word “and” from the end of clause (vi);
(ii) deleting the period from the end of clause (vii) and substituting therefor a comma; and
(iii) adding the following words at the end thereof:
“(viii) (A) Indebtedness of the Joint Venture and its Subsidiaries under the ▇▇▇▇▇▇▇ Credit Agreement in a principal amount not to exceed $330,000,000 at any time, and (B) Permitted JV Refinancing Indebtedness in respect thereof, (ix) Indebtedness of any Subsidiary of the Borrower in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business, and (x) any Guarantee Obligation of the Borrower in respect of Indebtedness incurred by any Subsidiary under clause (ix) hereof up to an aggregate principal amount not to exceed $25,000,000 at any time outstanding.”
7. Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by:
(i) deleting clause (i) of the proviso in its entirety and replacing it with the following:
[**] - Confidential or proprietary information redacted.
“(i) the foregoing shall not apply to prohibitions, restrictions and conditions (x) imposed by law, (y) contained in any of the Loan Documents or (z) contained in the organizational documents of the Joint Venture and its Subsidiaries (including their respective operating, management or partnership agreements, as applicable) to the extent that such prohibition, restriction or condition applies only to the property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, the Joint Venture and its Subsidiaries,”
(ii) deleting clause (iv) of the proviso in its entirety and replacing it with the following:
“(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including the ▇▇▇▇▇▇▇ Credit Documents and the loan documentation with respect to any Permitted JV Refinancing Indebtedness) permitted by this Agreement if such restrictions or conditions apply only to the property, assets or Equity Interests securing any such Indebtedness and, in the case of the ▇▇▇▇▇▇▇ Credit Documents and any loan documentation with respect to Permitted JV Refinancing Indebtedness, such restrictions or conditions apply only to the property, assets or Equity Interests of the Joint Venture and its Subsidiaries, and”.
8. Amendment to Section 9. Section 9 is hereby amended by (i) inserting the words “(other than Indebtedness permitted under Section 8.3(b)(viii))” after the words “Material Indebtedness” where such words appear in subsections (d) and (e) thereof, and (ii) inserting the words “(other than the Joint Venture and its Subsidiaries)” after the words “Significant Subsidiary” where such words appear in subsections (f) and (g) thereof.
9. Schedule 5.14 to the Credit Agreement. Schedule 5.14 to the Credit Agreement is hereby supplemented with the information provided in Schedule 5.14 to this Amendment.
10. Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the following conditions shall have been satisfied or waived:
(a) the Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower and the Majority Lenders;
(b) the Administrative Agent shall have received executed copies of the ▇▇▇▇▇▇▇ Transaction Documents, each certified by an officer of the Borrower to be true and correct and in full force and effect as of the date hereof, and no provision thereof shall have been amended, waived or otherwise modified without the consent of the Administrative Agent;
(c) the ▇▇▇▇▇▇▇ Acquisition shall have been consummated in accordance with the ▇▇▇▇▇▇▇ Acquisition Documents;
(d) the Administrative Agent shall have received customary legal opinions from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; and
(e) the Administrative Agent shall have received such customary certificates as may be reasonably requested by the Administrative Agent including confirmation that the Borrower is in compliance with the requirements of Section 8.1 of the Credit Agreement both prior to and immediately after the consummation of the ▇▇▇▇▇▇▇ Acquisition.
[**] - Confidential or proprietary information redacted.
11. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
12. Representations and Warranties. The Borrower hereby represents and warrants to the Lenders and the Administrative Agent as follows:
(a) The Borrower has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment. This Amendment has been duly executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms.
(b) The representations and warranties of the Borrower set forth in Section 5 of the Credit Agreement as amended hereby (excluding the representations made in subsections 5.2 and 5.6 thereof) are true and correct in all material respects on and as of the date hereof as if made on and as of such date (or, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
13. Fees, Costs and Expenses. The Borrower agrees to (i) pay to the Administrative Agent any arrangement fees previously agreed in writing in connection with this Amendment and (ii) reimburse the Administrative Agent for all reasonable fees, costs and expenses incurred by it in connection with this Amendment, including but not limited to the reasonable fees, costs and expenses of counsel and invoiced at least one Business Day prior to the Effective Date.
14. Governing Law. This Amendment 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.
15. Loan Document. This Amendment shall be designated a Loan Document for all purposes of the Credit Agreement, as amended hereby, and the terms and conditions set forth therein.
[Signature pages follow]
[**] - Confidential or proprietary information redacted.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
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▇▇▇▇▇ ▇▇▇▇▇▇, INC.
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By:
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/s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:▇▇▇▇ ▇. ▇▇▇▇▇▇
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||
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Title:Executive Vice President
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JPMORGAN CHASE BANK, N.A., as Administrative
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| Agent and a Lender | ||
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By:
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/s/▇▇▇▇▇ ▇▇▇▇▇
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Name:▇▇▇▇▇ ▇▇▇▇▇
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Title:Vice President
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▇▇▇▇▇▇▇ Street LLC, as a Lender
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By:
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/s/▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name:▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title:Authorized Signatory
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BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
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| as a Lender | ||
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By:
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/s/▇. ▇▇▇▇▇▇
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Name:▇. ▇▇▇▇▇▇
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Title:ASST. VICE PRESIDENT
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US BANK, N.A. as a Lender
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By:
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/s/▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:AVP
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THE ROYAL BANK OF SCOTLAND, PLC as a
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| Lender | ||
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By:
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/s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:Vice President
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HSBC Bank USA, National Association
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By:
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/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:Vice President
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DE ▇▇▇▇ ▇▇▇▇▇▇ FINANCIAL SERVICES, INC.
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as a Lender
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By:
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/s/▇▇▇▇▇▇▇ Guest
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Name:▇▇▇▇▇▇▇ Guest
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Title:VP, Commercial Operations
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The Bank of New York Mellon as a Lender
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By:
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/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title:Vice President
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Bank of America, N.A., as a Lender
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By:
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/s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title:Senior Vice President
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▇▇▇▇▇ Fargo Bank as a Lender
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By:
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/s/▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:Senior Relationship Manager
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Portioins of this schedule have been omitted and separately filed with the SEC with a request for confidential treatment. The location of those omissions have been noted by [**].
CONFIDENTIAL
Schedule 5.14
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Entity
*Denotes confidential relationship
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I/D
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Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
ACE Surgical Supply Co., Inc.
|
D
|
Massachusetts
|
04/27/67
|
51% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
26.5% owned by J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ through ACE Surgical Partners LLC
7.5% ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
7.5% ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
7.5% ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
AD Holdings General Partnership
|
D
|
Texas
|
08/11/03
|
AD-LB Supply Corp.
99% interest and S&S Discount Supply, Inc. - 1% interest
|
|
AD Interests, LLC
|
D
|
Delaware
|
07/07/09
|
100% owned by AD-LB Supply Corp.
|
|
AD-LB Supply Corp.
|
D
|
05/10/91
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
|
All-Star Orthodontics, Inc.
|
D
|
Indiana
|
08/16/02
|
100% owned by Ortho Organizers, Inc.
|
|
Alta Medica Biotechnologies SARL
|
I
|
France
|
08/11/06
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL
|
|
Altatec GmbH
|
I
|
Germany
|
10/13/1981
|
100% owned by Camlog Holding GmbH
|
|
Anthos Impianti S.r.l.
|
I
|
Italy
|
2/10/1982
|
100% by ▇▇▇▇▇ ▇▇▇▇▇▇ Italia S.r.l.
|
|
BA Dental Europa, SA
|
I
|
Spain
|
1/8/1998
|
78% owned by BA International Ltd.
22% owned by ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
|
|
▇▇ FRANCE Eurl
|
I
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France
|
11/23/2004
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL
|
|
BA International, Limited
|
I
|
United Kingdom
|
11/18/1991
|
100% ▇▇▇▇▇ ▇▇▇▇▇▇ UK Holdings Limited
|
|
[**]
|
[**]
|
[**]
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[**]
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[**]
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[**]
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[**]
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[**]
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[**]
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[**]
|
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[**]
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[**]
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[**]
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[**]
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[**]
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[**]
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[**]
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[**]
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[**]
|
[**]
|
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[**]
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[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
▇▇▇▇▇▇-▇▇▇▇▇▇ Dental Supply Co., Inc.
|
D
|
7/25/1973
|
100% owned by S & S Discount Supply, Inc.
|
|
|
Blitz HH02-650 GmbH
HRB 43277
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
3/5/2002
|
98.04% ▇▇▇▇▇ ▇▇▇▇▇▇ Holding GmbH, 1.96% ▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
|
|
Budget Dental Supplies Limited Company
Number: 2253738
|
I
|
United Kingdom
|
4/22/1988
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ UK Holdings Limited
|
|
▇▇▇▇▇▇ Animal Health Holding Company LLC (to be renamed ▇▇▇▇▇▇ Schein Animal Health Holding LLC)
|
I
|
Delaware
|
3/13/2005
|
*20.56360% owned by ▇▇▇▇▇ Veterinary Supply, Inc.
*71.05640% owned by ▇▇▇▇▇▇▇ Acquisition Company
*0.36300% owned by Oak Hill Capital Management Partners II, L.P.
*7.26120% owned by certain management members
*Approximate ownership; actual amounts to be determined at closing.
|
|
▇▇▇▇▇▇ Animal Health Supply, LLC (to be renamed ▇▇▇▇▇▇ Schein Animal Health Supply, LLC)
|
I
|
Delaware
|
3/31/2005
|
100% owned by ▇▇▇▇▇▇ Animal Health Holding Company LLC.
|
|
Camlog Biotechnologies AG
|
I
|
Switzerland
|
4/11/2003
|
100% owned by Camlog Holdings AG
|
|
Camlog Consulting GmbH
|
I
|
Germany
|
6/14/1995
|
100% owned by Camlog Holding GmbH
|
|
Camlog Espana SA.
|
I
|
Spain
|
11/23/2006
|
100% owned by Camlog Holding AG
|
|
Camlog Holding AG
|
I
|
Switzerland
|
3/29/2003
|
▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc. 64.8416%
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ 7.4028%
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ 20.3528%
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 7.4028%
|
| Camlog Holding GmbH | I | Germany |
8/14/2003
|
100% owned by Camlog Holding AG
|
[**] - Confidential or proprietary information redacted.
1
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Camlog Schweiz AG
|
I
|
Switzerland
|
8/29/2006
|
100% owned by Camlog Holding AG
|
|
Camlog USA, Inc.
|
D
|
Delaware
|
10/8/2003
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
Camlog Vertriebs GmbH
|
I
|
Germany
|
1/13/2004
|
100% owned by Camlog Holding GmbH
|
|
CFB Handels GmbH, Wien
|
I
|
Austria
|
1/7/1998
|
100% owned by ▇▇▇▇▇▇▇ Medical Vertriebs-GmbH Wien
|
|
Corporate Sureties Limited (N2) ATF Mediconsumables Pty Limited
|
I
|
Australia
|
100% owned by Medi-Consumables
|
|
|
Custom Milling Center, Inc.
|
D
|
Colorado
|
8/31/2005
|
50% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. and 50% owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
|
|
Dentina GmbH
HRB 700731 AG Freiburg i. Br.
|
I
|
Germany
|
8/10/1973
|
100% owned by FIRST MED Erste Verwaltungs GmbH
|
|
Desty Estates s.r.o.
ID No.: 28433092
(Limited Liability Company)
|
I
|
Czech Republic
|
12/4/2008
|
85.99% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ European Holding B.V., 0.01% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ C.V., 10% owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and 4% owned by Karel Badalik
|
|
Encable Limited
|
I
|
United Kingdom
England, Wales
|
8/4/2009
|
100% owned by Veterinary Solutions Limited
|
|
Ethicare Limited
Company Number: 3096242
|
I
|
United Kingdom
|
8/29/1995
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ UK Holdings Limited
|
|
Euro Dental Holding GmbH
HRB 34839
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
6/8/2000
|
100% owned by Blitz HH 02-650 GmbH
|
|
FIRST MED Erste ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇
|
I
|
Germany
|
2/24/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
|
|
FIRST MED ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇
|
I
|
Germany
|
2/24/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
|
|
Gaudent-Sanitaria s.r.o.
ID No.: 480 41 823
(Limited Liability Company)
|
I
|
Czech Republic
|
12/16/1992
|
99% owned by Desty Estates s.r.o., 1% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ C.V.
|
|
Gem Medical Acquisition Corp.
|
D
|
Delaware
|
7/30/2008
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
General Injectables & Vaccines, Inc.
|
D
|
Virginia
|
11/2/1983
|
100% owned by GIV Holdings, Inc.
|
|
GIV Holdings, Inc.
|
D
|
Delaware
|
11/28/1995
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ Dental Pty Ltd.
ACN #000 403 618
|
I
|
Australia
|
6/29/1962
|
100% owned by HSR Holdings Pty Ltd
|
|
Handpiece Parts & Repairs, Inc.
|
D
|
Delaware
|
9/22/2003
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇▇▇ Medical Vertriebs-GmbH
FN 102456X
Handelsgericht Wien
|
I
|
Austria
|
11/27/1979
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Austria GmbH
|
|
▇▇▇▇▇▇▇ Schweiz AG
|
I
|
Switzeland, Lyssach
|
12/24/1997
|
100% owned by Provet Holding ▇▇
|
|
▇▇▇▇▇▇▇ Vet GmbH
Commercial Register of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
|
I
|
Germany
|
8/24/2005
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
Heitech Medizintechnik und Service
GmbH & Co. KG
HRA 92124
AG Hamburg
|
I
|
Germany
|
8/25/1998
|
General Partner: FIRST MED Erste Verw. GmbH; Limited
Partner: ▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ (Lancaster, PA.) Inc.
|
D
|
Pennsylvania
|
1/8/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
[**] - Confidential or proprietary information redacted.
2
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ (Malaysia) SDN, BHD
Company No.: 773023-X
|
I
|
Malaysia
|
5/14/2007
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Global Sourcing, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Australia Holdings Pty Limited
ACN# 082 998 696
|
I
|
Australia
|
6/16/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Australia Pty Limited
ACN# 082 998 598
|
I
|
Australia
|
6/16/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Australia Holdings Pty Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Austria GmbH
FN 238321 y
Wien
|
I
|
Austria (Vienna)
|
8/1/2003
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ B.V.
ID No.: 39053828
|
I
|
Netherlands
|
12/31/1992
|
100% owned by Sirona Dental Systems B.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ C.V.
ID - No.: 39100868
(Limited Partnership)
|
I
|
Netherlands
|
9/17/2007
|
99% of units owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc. (General Partner)
and 1% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Italy LLC (Limited Partner)
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Canada, Inc.
|
I
|
Canada, Ontario
|
12/27/2003
registered corporation
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Practice Solutions Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Cares Foundation, Inc.
|
D
|
1/30/2008
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. No shareholders due to Not-For-Profit status.
|
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ China Services Limited
Company No.: 1288640
|
I
|
Hong Kong
|
11/20/2008
|
51% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim Inc., 49% owned by Best Winner (China) Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Dental Austria GmbH
FN 45564 g
Wien
|
I
|
Austria
|
12/02/80
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Austria GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Dental Depot GmbH
HRB 35008
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
2/18/2000
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Dental Holding GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Dental Holding GmbH
HRB 34827
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
4/19/1999
|
100% owned by ▇▇▇▇▇ ▇▇ ▇▇-▇▇▇ ▇▇▇▇
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Holdings, S.L.
|
I
|
Spain
|
3/21/2005
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ España SA
|
I
|
Spain
|
11/13/1990
|
75% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Espana Holdings, S.L.
25% owned by Benzadόn Acciones, S.A.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Europe Limited
|
I
|
United Kingdom
|
4/5/2001
|
100% by ▇▇▇▇▇ ▇▇▇▇▇▇ UK Finance Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Europe, B.V.
ID – No.: 30126259
|
I
|
Netherlands
|
1/22/1999
|
100% ▇▇▇▇▇ ▇▇▇▇▇▇ BV f/k/a demedis dental B.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc.
▇▇-▇▇▇▇▇▇▇
|
D
|
Delaware
|
10/30/1990
|
100% by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ European Finance B.V.
(private limited liability company)
Registration No.: 321436230000
|
I
|
Netherlands
|
12/2/2008
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ European Holding B.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ European Holding B.V.
ID - No.: 30082267
|
I
|
Netherlands
|
5/27/1987
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ C.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ European Services B.V.
ID No.: 32150436
(Private Limited Liability Company)
|
I
|
Netherlands
|
4/14/2009
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ European Holdings B.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Financial Services, Inc.
|
D
|
Delaware
|
7/22/1991
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ France Holding EURL
|
I
|
France
|
11/20/2003
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Holdings Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ France Holdings, Inc.
|
D
|
Delaware
|
7/21/1992
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc.
|
[**] - Confidential or proprietary information redacted.
3
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ France SCA
|
I
|
France
|
4/3/1998
|
98.67% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL;
1.33% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Holdings, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL
|
I
|
France
|
12/3/2003
|
99.99% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Holding EURL,
.01% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Holdings Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Funding Group (partnership)
|
I
|
Canada, Ontario
|
99% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc., 1% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe.
Non-resident Canadian Partnership.
|
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Global Sourcing, Inc.
|
D
|
Delaware
|
1/12/2007
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
HRB 43302
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
2/25/1997
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Holding GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Grundstucks-Vermietungsgesgesellschaft mbH & Co. Objekt Zarrentin OHG
HRA 40987
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
2/9/1996
|
98% owned by HLZ Logistik GmbH, 2% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
4/23/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Hong Kong Limited
Company No: 1269375
|
I
|
Hong Kong
|
9/1/2008
|
51% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim Inc.,
49% owned by Grand Winner Corporation Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ International LLC
|
D
|
Delaware
|
1/22/2008
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Ireland Limited
Company Number: 232667
|
I
|
Ireland
|
5/3/1995
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ (KM) Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Italia Srl
|
I
|
Italy
|
9/18/2007
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ European Holding B.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Italy LLC
|
D
|
Delaware
|
9/13/2007
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc. (sole member)
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Luxembourg Services S.àr.l.
|
I
|
Grand Duchy of Luxembourg
|
12/07/09
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇
|
I
|
Germany
|
8/27/2002
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Medical Systems, Inc.
▇▇-▇▇▇▇▇▇▇
|
D
|
Ohio
|
7/30/1987
|
55% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. and 45% owned by the Ajit and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Revocable Trust
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Medical Technologies Ltd.
|
I
|
Israel
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim Inc.
|
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ New Zealand
Company Nos. 1950272
|
I
|
New Zealand
|
6/8/2007
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ New Zealand Holding Co.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ NV
Tax ID: BB 0403.138.334
|
I
|
Belgium
|
1/1/1948
|
31.04% by Sirona Dental Systems BV / 68.96% ▇▇▇▇▇ ▇▇▇▇▇▇ Europe Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Portugal, Unipessoal LDA
|
I
|
Portugal
|
5/16/2006
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Espana, S.A.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ PPT, Inc.
|
D
|
Wisconsin
|
11/1/1995
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Practice Solutions Inc.
|
D
|
Utah
|
9/16/1985
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Puerto Rico, Inc.
|
D
|
Puerto Rico
|
8/13/2003
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Regional Limited
Company No.: 911614
|
I
|
New Zealand
|
6/15/1998
|
63.9% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim Inc.,
30.53% by Regional Health Limited, 5.57% by Macro Health Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Regional Pty Limited
(Unit Trust) ACN #: 003 770 321
|
I
|
Australia
|
5/10/1989
|
50.1% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Australia Pty Limited, 49.9% owned by Medi-Consumables Pty Ltd. (▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇)
|
[**] - Confidential or proprietary information redacted.
4
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Shvadent (2009) Ltd.
|
I
|
Israel
|
5/24/2009
|
▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim, Inc. owns 70% and ▇▇▇▇▇▇ Trokman owns 30%
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Software of Excellence Finance Ltd. (Exempted Company)
|
I
|
Cayman Islands
|
7/15/2008
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ C.V.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Systems B.V.
ID-No.: 30070331
|
I
|
Netherlands
|
10/1/1983
|
72.7% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc. and 27.3% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Service GmbH
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Technologies (Ireland) Limited
Company Number: NI 032999
|
I
|
United Kingdom
|
9/26/1997
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Technologies Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ UK Finance Limited
Company Number: 3587006
|
I
|
United Kingdom
|
6/25/1998
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc.
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ UK Holdings Limited
Company Number: 2579457
|
I
|
United Kingdom
|
2/4/1991
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ UK Finance Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Wigro van der Kuip B.V.
ID – No.: 30144606
|
I
|
Netherlands
|
9/16/1997
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ BV
|
|
▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
Tx ID #▇▇-▇▇▇▇▇▇▇
Charter No.: 2320192
|
D
|
Delaware
|
12/23/1992
|
Publicly owned
|
|
HF Acquisition Co. LLC
|
D
|
Delaware
|
7/13/2009
|
100% owned by Camlog USA, Inc.
|
|
HLZ Logistik GmbH Commercial Register of Lower Court of Schwerin HRB 8895
|
I
|
Germany
|
8/24/2005
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ GmbH
|
|
HPR Holdings I, LLC
|
D
|
Delaware
|
12/29/2005
|
100% owned by Handpiece Parts & Repairs, Inc.
Converted to an LLC on 6/28/06
|
|
HPR TM, LLC
|
D
|
Delaware
|
12/29/2005
|
100% owned by HPR Holdings I, LLC.
Converted to an LLC on 6/28/06.
|
|
HS Beneficiary Services, LLC
|
D
|
Delaware
|
11/15/2007
|
100% owned by HS Financial, Inc., as sole member
|
|
HS Brand Management, Inc.
|
D
|
Delaware
|
9/29/2005
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
HS Finance Company, LLC
|
D
|
Delaware
|
11/15/2007
|
100% owned by HS Trust, (was 100% owned by HS Financial, Inc., as sole member, then HS Financial, Inc. contributed HS Finance Company, LLC to HS Trust)
|
|
HS Financial Holdings, Inc.
|
D
|
Delaware
|
9/29/2005
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
HS Financial, Inc.
|
D
|
Delaware
|
9/29/2005
|
100% owned by HS Financial Holdings, Inc.
|
|
HS France Finance, LLC
|
D
|
Delaware
|
3/23/2004
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Holdings, Inc., as sole member
|
|
HS Manager Services, LLC
|
D
|
Delaware
|
11/15/2007
|
100% owned by HS Financial, Inc., as sole member
|
|
HS TM Holdings, LLC
|
D
|
Delaware
|
9/29/2005
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
HS TM, LLC
|
D
|
Delaware
|
9/29/2005
|
100% owned by HS TM Holdings, LLC. Converted to an LLC on 6/28/06.
|
|
HS Trust
|
I
|
British Virgin Islands
|
12/6/2007
|
Nerine Trust Company (BVI) Limited = Trustee,
100% owned by HS Beneficiary Services, LLC = beneficiary
|
|
HSI Gloves, Inc.
|
D
|
Delaware
|
10/24/2003
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
HSI RE I, LLC
|
D
|
Delaware
|
6/4/2001
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
HSLA Unit Trust
ABN #83 132 312 515
|
I
|
Australia
|
4/13/2004
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Regional Pty Ltd. (Unit Trust)
(Kraft No. 3 is the trustee company of HSLA Unit Trust.
Kraft No. 3 is owned by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to a Declaration Trust)
|
|
HSR Holdings Pty Limited
ACN # 114 233 671
|
I
|
Australia
|
5/12/2005
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Regional Pty Limited (Unit Trust)
|
[**] - Confidential or proprietary information redacted.
5
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
Insource, Inc.
|
D
|
Virginia
|
5/10/1991
|
100% by General Injectables & Vaccines, Inc.
|
|
Kent Express Limited
Company Number: 3819137
|
I
|
United Kingdom
|
8/3/1999
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ UK Holdings Limited.
|
|
Krugg S.p.A.
|
I
|
Italy
|
79
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Italia Srl
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
MBM Hospital Supply Corp.
|
D
|
11/20/1987
|
100% owned by Micro Bio-Medics, Inc.
|
|
|
MediConsumables Pty Limited
|
I
|
Australia
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ Australia Pty Limited owns 58 Class A Shares and 58 Class B Shares or 58% of the company, 14% is owned by ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pty Limited and 28% by Stangcrop Pty Limited
|
|
Medka Medizinprodukte GmbH
ID No.: HRB 95560B
|
I
|
Germany
|
12/17/2004
|
100% owned by ▇▇▇▇▇▇▇ Med Vertriebsgesellschaft mbH
|
|
Megadental SAS
|
I
|
France
|
10/14/1996
|
35% owned by Megaindustries SARL
49.92% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France SCA
14.98% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL
0.10% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ France Holdings, Inc.
|
|
Micro Bio-Medics, Inc.
|
D
|
7/2/1971
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc. Note: Caligor Physicians & Hospital Supply Corp. which was incorpoated on 1/21/82 (sep. from Caligor entity of the same name incorporated on 12/4/84) was merged into Micro Bio-Medics, Inc. on 11/30/84.
|
|
|
▇▇▇▇▇▇▇ Dental Limited
Company Number: 3856630
|
I
|
United Kingdom
|
10/11/1999
|
100% ▇▇▇▇▇ ▇▇▇▇▇▇ UK Holding Limited
|
|
National Logistics Services, LLC
EIN #▇▇-▇▇▇▇▇▇▇
|
D
|
Delaware
|
11/10/1997
|
100% by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
Nordenta Handelsgesellschaft mbH
HRB 85039
AG Hamburg
|
I
|
Germany
|
8/27/2002
|
100% owned by FIRST MED Erste Verwaltungs GmbH
|
|
Noviko a.s.
ID No.: 25316800
|
I
|
Czech Republic
|
11/12/1996
|
100% owned by Desty Estates s.r.o.
|
|
Ortho Organizers Holdings, Inc.
|
D
|
Delaware
|
5/18/2005
|
98.29% owned by ▇▇▇▇▇▇-▇▇▇▇▇▇ Dental Supply Co. Inc., 1.71% owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ , Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ AB Living Trust dated 5/3/05
|
|
Ortho Organizers, Inc.
|
D
|
California
|
6/11/1981
|
100% owned by Ortho Organizers Holdings, Inc.
|
|
Petco AG
|
I
|
Switzerland
|
11/19/1982
|
100% owned by Provet Holding AG
|
|
Prolavi S.L.
Tax Identification No.: B78359650
|
I
|
Spain
|
10/27/1986
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Espana S.A.
|
|
Promed Vertriebsgesellschaft mbH & Co. KG
HRA 73311
AG Munchen
|
I
|
Germany
|
12/8/1998
|
General Partner: FIRST MED Zweite Verw, GmbH;
Limited Partner: HLZ Logistik GmbH
|
|
Protec Australia Pty Limited
ACN #108 829 750
|
I
|
Australia
|
4/23/2004
|
100% owned by Kraft No. 3 Pty Limited, Kraft No. 3 Pty Limited Director is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 100% of the shares in Kraft No. 3 Pty Ltd are held in Trust for HSLA Unit Trust pursuant to Declaration of Trust. 100% of the units in HSLA Unit Trust are owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Regional Pty Limited (Unit Trust) (trustee for ▇▇▇▇▇ ▇▇▇▇▇▇ Regional Unit Trust.)
|
|
Provet AG
|
I
|
Switzerland
|
12/14/1993
|
100% Provet Holding ▇▇
|
|
▇▇▇▇▇▇ Holding AG
|
I
|
Switzerland
|
12/28/1973
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Holding GmbH
|
[**] - Confidential or proprietary information redacted.
6
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
PxD Praxis-Discount GmbH, Commercial
Register of Lower Court of Osnabruck
HRB 111162
|
I
|
Germany
|
8/24/2005
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
[**]
|
[**]
|
[**]
|
[**]
|
[**]
|
|
RHL Holdings Limited
|
I
|
New Zealand
|
90% Corporate Sureties Limited (N2) ATF
MediConsumables Pty Limited, 10% Macro Health Limited
|
|
|
S & S Discount Supply, Inc.
|
D
|
Delaware
|
1/18/1996
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
S-DENT SLOVAKIA, s.r.o.
ID No.: 34 126 678
Commercial Register of the Districk Court in Trencin
|
I
|
Slovakia
|
8/13/1995
|
92.68% owned by S-Dent spol. s.r.o., 7.32% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Austria GmbH
|
|
S-Dent spol. s r.o.
ID No.: 469 77 830
(Limited Liability Company) Commercial Register of the Regional Court in Brno
Section C
Inset 7861
|
I
|
Czech Republic
|
11/10/1992
|
100% owned by Gaudent-Sanitaria s.r.o.
|
|
Shalfoon Bros Limited
Company No.: 107175
|
I
|
New Zealand
|
12/22/1947
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Regional Limited
|
|
▇▇▇▇▇▇▇ Specialty LLC
|
D
|
1/28/1999
|
51% owned by Toy Products Corp. – 49% owned by ▇▇▇▇▇▇▇ Specialty, Inc.
|
|
|
Sirona Dental Systems B.V.
ID No.: 30070331
|
I
|
Netherlands
|
10/1/1983
|
72.7% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Europe, Inc. (1595 shares) and 27.3% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Dental Holding GmbH (600 shares)
|
|
Soluciones y Equipos Dentales, S.A.
|
I
|
Spain
|
12/13/1999
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Espana S.A.
|
|
Software of Excellence Asia Pacific Limited
Company No.: 1130136
|
I
|
New Zealand
|
4/9/2001
|
100% owned by Software of Excellence International Limited
|
|
Software of Excellence Australia Limited
Company No.: 1008243
|
I
|
New Zealand
|
12/16/1999
|
100% owned by Software of Excellence International Limited
|
|
Software of Excellence International Limited
Company No.: 496073
|
I
|
New Zealand
|
12/24/1990
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ New Zealand
|
|
Software of Excellence UK Holdings Limited
Company No. 06590221
|
I
|
United Kingdom
|
5/12/2008
|
100% owned ▇▇▇▇▇ ▇▇▇▇▇▇ C.V.
|
|
Software of Excellence United Kingdom Limited
Company No.: 02940919
|
I
|
United Kingdom
|
6/21/1994
|
100% owned by Software of Excellence UK Holdings Limited
|
|
Spain Dental Express S.A.
|
I
|
Spain
|
2/25/1997
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Espana SA
|
|
Tierarztebedarf
Jochen ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇
|
I
|
Germany
|
8/4/2004
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
|
Toy Products Corp.
|
D
|
Delaware
|
1/21/1999
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
Universal Footcare Holdings Corp.
|
D
|
Delaware
|
4/19/1994
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
|
|
Universal Footcare Products, Inc.
|
D
|
Delaware
|
4/19/1994
|
100% owned Universal Footcare Holdings Corp.
|
|
Veterinary Solutions Limited
Company No.: 04207571
|
I
|
Scotland (United Kingdom)
|
4/27/2001
|
100% owned by Software of Excellence United Kingdom Limited
|
|
▇▇▇▇▇▇▇ Acquisition Company (to be renamed WA ▇▇▇▇▇▇ Company)
|
D
|
Delaware
|
11/19/2009
|
*70.5074% owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc.
*29.4926% owned by Oak Hill Capital Partners II, L.P.
*Approximate ownership; actual amounts to be determined at closing.
|
[**] - Confidential or proprietary information redacted.
7
CONFIDENTIAL
Schedule 5.14
|
Entity
*Denotes confidential relationship
|
I/D
|
Jurisdiction of
Formation
|
Formation
Date
|
Ownership
|
|
W. & ▇. ▇▇▇▇▇▇ Limited
Company No. SC011600
|
I
|
Scotland (United Kingdom)
|
1/27/1921
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ UK Holdings Limited
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ New Zealand Holding Co.
|
D
|
Delaware
|
5/25/2007
|
100% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Latin America Pacific Rim Inc.
|
|
MediQuick Arzt- und, Krankenhausbedarfshandel GmbH
HRB 110796
AG Osnabrueck
|
I
|
Germany
|
8/22/2001
|
100% owned by FIRST MED Zweite Verwaltungs GmbH
|
| b) | ||||
|
D4D Technologies, LLC
|
D
|
Delaware
|
6/12/2006
|
15.33 % owned by ▇▇▇▇▇ ▇▇▇▇▇▇, Inc., 24% owned by 3M, 24% owned by Ivoclar, 36.67% owned by D4D founders
|
| [**] |
[**]
|
[**]
|
[**]
|
[**]
|
|
DES Dental Events GmbH
|
I
|
Germany
|
3/22/1999
|
33.3% owned by ▇▇▇▇▇ ▇▇▇▇▇▇ Dental Depot GmbH
|
|
Hippocampe Bressuire
|
I
|
France
|
10/23/1978
|
96.99% held by Hippocampe Caen, 3.01% held by minorities
|
|
Hippocampe Caen
|
I
|
France
|
6/4/1987
|
Hippocampe EVI 68.59%, 173 other shareholders 31.41%
|
|
Hippocampe EVI
|
I
|
France
|
6/14/1995
|
Outstanding shares: ▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL:
40.8%, MegaIndustries SARL: 40.8%; Hippocampe ▇▇▇▇▇▇: 9.76%;
(non-voting), Hippocampe Bressuire: 8.61% non-voting).
Voting shares: ▇▇▇▇▇ ▇▇▇▇▇▇ France Services SARL: 50%,
Mega Industrie: 50%
|
|
Hippocampe ▇▇▇▇▇▇
|
I
|
France
|
4/21/1995
|
95% held by Hippocampe Caen, 4.5% held by Medicavet
|
|
Quality Clinical Reagents Limited
Company No.: 03942554
|
I
|
United Kingdom
(England, Wales)
|
8/3/2000
|
25% owned by Veterinary Solutions Limited, 70% owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and 5% owned by ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|
Trio Diagnostics Limited
Company No.: 01997360
|
I
|
United Kingdom
(England, Wales)
|
3/7/1986
|
100% owned by Quality Clinical Reagents Limited
|
[**] - Confidential or proprietary information redacted.
8