EX-99.4 11 exhibit994.htm EXHIBIT 99.4

Exhibit 99.4

The Prudential Insurance Company of America

c/o PGIM, Inc.

Prudential Tower

655 Broad Street

14th Floor- South Tower

Newark, NJ 07102

November 10, 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 Third Amended and Restated Multicurrency Private Shelf Agreement, dated as of October 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among Henry Schein, Inc., a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and each Prudential Affiliate 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 Agreement.

You have requested an extension of the time required to deliver its unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(a) of the Agreement. The Required Holders hereby agree to extend the due date for the above item to December 8, 2023.

The Company hereby represents and warrants to Prudential and each Prudential Affiliate party to the Agreement that no event has occurred, and no condition exists that, either before or after giving effect to this Waiver Letter, constitutes or would constitute a Default or an Event of Default.

Except as specifically set forth herein, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Agreement or any of the Financing 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,

PGIM, INC.,
as Holder
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
PRUDENTIAL UNIVERSAL REINSURANCE COMPANY,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

PRUCO LIFE INSURANCE COMPANY,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
THE GIBRALTAR LIFE INSURANCE CO., LTD.,
as Holder
By: |  | Prudential Investment Management Japan
|  | Co., Ltd., as Investment Manager
By: |  | PGIM, Inc., as Sub-Adviser
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

PRUDENTIAL ARIZONA REINSURANCE
TERM COMPANY,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
BCBSM, INC. DBA BLUE CROSS AND BLUE SHIELD OF MINNESOTA,
as Holder
By: |  | Prudential Private Placement Investors,
|  | L.P. (as Investment Advisor)
By: |  | Prudential Private Placement Investors, Inc.
|  | (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
FARMERS NEW WORLD LIFE INSURANCE COMPANY,
as Holder
By: |  | Prudential Private Placement Investors,
|  | L.P. (as Investment Advisor)
By: |  | Prudential Private Placement Investors, Inc.
|  | (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

MEDICA HEALTH PLANS,
as Holder
By: |  | Prudential Private Placement Investors,
|  | L.P. (as Investment Advisor)
By: |  | Prudential Private Placement Investors, Inc.
|  | (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
FARMERS INSURANCE EXCHANGE,
as Holder
By: |  | Prudential Private Placement Investors,
|  | L.P. (as Investment Advisor)
By: |  | Prudential Private Placement Investors, Inc.
|  | (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

MID CENTURY INSURANCE COMPANY,
as Holder
By: |  | Prudential Private Placement Investors,
|  | L.P. (as Investment Advisor)
By: |  | Prudential Private Placement Investors, Inc.
|  | (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
ZURICH AMERICAN INSURANCE COMPANY,
as Holder
By: |  | Prudential Private Placement Investors,
|  | L.P. (as Investment Advisor)
By: |  | Prudential Private Placement Investors, Inc.
|  | (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
GIBRALTAR UNIVERSAL LIFE REINSURANCE COMPANY,
as Holder
By: |  | Prudential Investment Management Japan
|  | Co., Ltd., as Investment Manager
By: |  | PGIM, Inc., as Sub-Adviser
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

PAR U HARTFORD LIFE & ANNUITY COMFORT TRUST,
as Holder
By: |  | The Prudential Insurance Company of America, as Grantor
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
PAR U HARTFORD LIFE INSURANCE COMFORT TRUST,
as Holder
By: |  | The Prudential Insurance Company of America, as Grantor
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

PICA HARTFORD LIFE & ANNUITY COMFORT TRUST,
as Holder
By: |  | The Prudential Insurance Company of America, as Grantor
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
PICA HARTFORD LIFE INSURANCE COMFORT TRUST,
as Holder
By: |  | The Prudential Insurance Company of America, as Grantor
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
PRIVATE PLACEMENT TRUST INVESTORS, LLC,
as Holder
By: |  | PGIM Private Placement Investors, L.P.
|  | as Managing Member
By: |  | PGIM Private Placement Investors, Inc.
|  | as its General Partner
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
Name: |  | Ashley Dexter
Title: |  | Vice President
PRUDENTIAL TERM REINSURANCE COMPANY,
as Holder
By: |  | PGIM, Inc., as investment manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
HIGHMARK INC.
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

PENSIONSKASSE DES BUNDES PUBLICA
By: PGIM Private Capital Limited, as Investment Manager
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
COMPANION LIFE INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

MUTUAL OF OMAHA INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President
THE INDEPENDENT ORDER OF FORESTERS
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
|  | Name: Ashley Dexter
|  | Title: Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD.
By: PGIM Japan Co., Ltd. (as Investment Advisor) By: PGIM, Inc. (as Sub-Adviser)
By: |  | /s/ Ashley Dexter
Name: |  | Ashley Dexter
Title: |  | Vice President
PHYSICIANS MUTUAL INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
Name: |  | Ashley Dexter
Title: |  | Vice President
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: |  | /s/ Ashley Dexter
Name: |  | Ashley Dexter
Title: |  | Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf Agreement)]

THE PRUDENTIAL GIBRALTAR FINANCIAL LIFE INSURANCE CO., LTD.
By: PGIM Japan Co., Ltd., as investment manager
By: PGIM, Inc., as sub-advisor
By: |  | /s/ Ashley Dexter
Name: |  | Ashley Dexter
Title: |  | Vice President

[Signature Page – Waiver Letter (Prudential Private Shelf 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 (Prudential Private Shelf Agreement)]