EXHIBIT 99.2
VCA ANTECH, INC.
FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
This FOURTH AMENDMENT, dated as of August 29, 2002 (this "FOURTH
AMENDMENT") is entered into by and among VICAR OPERATING, INC., a Delaware
corporation ("COMPANY"), VCA ANTECH, INC. a Delaware corporation (formerly known
as Veterinary Centers of America, Inc., "HOLDINGS"), CERTAIN SUBSIDIARIES OF
COMPANY, as Guarantors (the "GUARANTORS"), the Lenders party hereto, ▇▇▇▇▇▇▇
▇▇▇▇▇ CREDIT PARTNERS L.P. ("GSCP"), as Co-Lead Arranger and as Sole Syndication
Agent (in such capacity, "SYNDICATION AGENT"), and ▇▇▇▇▇ FARGO BANK, N.A.
("▇▇▇▇▇ FARGO"), as Co-Lead Arranger, Administrative Agent (together with its
permitted successors in such capacity, "ADMINISTRATIVE AGENT") and as Collateral
Agent (together with its permitted successor in such capacity, "COLLATERAL
AGENT"), and is made with respect to that certain Credit and Guaranty Agreement,
dated as of September 20, 2000 (as amended through the date hereof, the "CREDIT
AGREEMENT"), by and among Company, Holdings, the Guarantors, the Lenders party
thereto from time to time, GSCP, as Sole Lead Arranger and as Sole Syndication
Agent, and ▇▇▇▇▇ Fargo, as Administrative Agent and as Collateral Agent.
Capitalized terms used herein not otherwise defined herein or otherwise amended
hereby shall have the meanings ascribed thereto in the Credit Agreement.
RECITALS:
WHEREAS, Company desires to borrow from certain Lenders a new Tranche C
Term Loan, the proceeds of which shall be used to prepay the Tranche A Term
Loans and the Tranche B Term Loans to the full extent thereof; and
WHEREAS, Holdings and Company have requested that Requisite Lenders agree
to make certain amendments to the Credit Agreement to permit the issuance of the
Tranche C Term Loans.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I. AMENDMENTS TO CREDIT AGREEMENT
A. AMENDMENTS TO SECTION 1: DEFINITIONS.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding thereto
the following definitions in proper alphabetical order:
"FOURTH AMENDMENT" means that certain Fourth Amendment to Credit
and Guaranty Agreement dated as of August 29, 2002 by and among the
Company, Holdings, the Guarantors and the Lenders and Agents party
thereto.
"FOURTH AMENDMENT EFFECTIVE DATE" shall have the meaning ascribed
to that term in Section II of the Fourth Amendment.
"FOURTH AMENDED DATE CERTIFICATE" shall be that certain Fourth
Amendment Date Certificate in the form of Exhibit G-3.
"NEW TRANCHE C TERM LOAN COMMITMENTS" as defined in Section
2.1(d).
"NEW TRANCHE C TERM LOANS" as defined in Section 2.1(d).
"NEW TRANCHE C TERM LOAN LENDER" as defined in Section 2.1(d).
"NEW TRANCHE C TERM LOAN NOTE" means a promissory note with
respect to the New Tranche C Term Loans, in the form of Exhibit B-6,
as it may be amended, supplemented or otherwise modified from time to
time.
"TRANCHE C INCREASED AMOUNT DATE" as defined in Section 2.1(d).
"TRANCHE C TERM LOAN" means a Tranche C Term Loan made by a
Lender to Company pursuant to Section 2.1(a)(iii), and to the extent
applicable, a New Tranche C Term Loan made by a New Tranche C Term
Loan Lender pursuant to Section 2.1(d).
"TRANCHE C TERM LOAN COMMITMENT" means the commitment of a Lender
to make or otherwise fund a Tranche C Term Loan and "TRANCHE C TERM
LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate. The amount of each Lender's Tranche C Term Loan Commitment,
if any, is set forth on Appendix A-4 or in the applicable Assignment
Agreement, subject to any adjustment or reduction pursuant to the
terms and conditions hereof. The aggregate amount of the Tranche C
Term Loan Commitments as of the Closing Date is $143,061,011.
"TRANCHE C TERM LOAN EXPOSURE" means, with respect to any Lender,
as of any date of determination, the outstanding principal amount of
the Tranche C Term Loans of such Lender; PROVIDED, at any time prior
to the making of the Tranche C Term Loans, the Tranche C Term Loan
Exposure of any Lender shall be equal to such Lender's Tranche C Term
Loan Commitment.
"TRANCHE C TERM LOAN MATURITY DATE" means the earlier of (i)
September 30, 2008, and (ii) the date that all Tranche C Term Loans
shall become due and payable in full hereunder, whether by
acceleration or otherwise.
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"TRANCHE C TERM LOAN NOTE" means a promissory note in the form of
Exhibit B-6, as it may be amended, supplemented or otherwise modified
from time to time.
(b) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definitions of "CLASS", "LOAN", "NOTE", "PRO RATA SHARE",
"REQUISITE CLASS LENDERS", "REQUISITE LENDERS", "TERM LOAN", "TERM LOAN
COMMITMENT", and "TERM LOAN MATURITY DATE" in their entirety and substituting
therefor the following:
"CLASS" means (i) with respect to Lenders, each of the following
classes of Lenders: (a) Lenders having Tranche C Term Loan Exposure,
and (b) Lenders having Revolving Exposure (including Swing Line
Lender), and (ii) with respect to Loans, each of the following classes
of Loans: (a) Tranche C Term Loans, and (b) Revolving Loans (including
Swing Line Loans).
"LOAN" means a Tranche C Term Loan, a New Tranche C Term Loan, a
Revolving Loan or a Swing Line Loan.
"NOTE" means a Tranche C Term Note, a New Tranche C Term Note, a
Revolving Note or a Swing Line Note.
"PRO RATA SHARE" means (i) with respect to all payments,
computations and other matters relating to the Tranche C Term Loan of
any Lender, the percentage obtained by dividing (a) the Tranche C Term
Loan Exposure of that Lender by (b) the aggregate Tranche C Term Loan
Exposure of all Lenders; and (ii) with respect to all payments,
computations and other matters relating to the Revolving Commitment or
Revolving Loans of any Lender or participations purchased therein by
any Lender or any participations in any Swing Line Loans purchased by
any Lender, the percentage obtained by dividing (a) the Revolving
Exposure of that Lender by (b) the aggregate Revolving Exposure of all
Lenders. For all other purposes with respect to each Lender, "Pro Rata
Share" means the percentage obtained by dividing (A) an amount equal
to the sum of the Tranche C Term Loan Exposure, and the Revolving
Exposure of that Lender, by (B) an amount equal to the sum of the
aggregate Tranche C Term Loan Exposure, and the aggregate Revolving
Exposure of all Lenders.
"REQUISITE CLASS LENDERS" means, as at any date of determination,
(i) for the Class of Lenders having Tranche C Term Loan Exposure,
Lenders holding more than 50% of the aggregate Tranche C Term Loan
Exposure of all Lenders; and (ii) for the Class of Lenders having
Revolving Exposure, Lenders having or holding more than 50% of the
aggregate Revolving Exposure of all Lenders.
"REQUISITE LENDERS" means three or more Lenders having or holding
Tranche C Term Loan Exposure and/or Revolving Exposure and
representing more than 50% of the sum of (i) the aggregate Tranche C
Term Loan Exposure of all Lenders and (ii) the aggregate Revolving
Exposure of all Lenders.
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"TERM LOAN" means a Tranche C Term Loan.
"TERM LOAN COMMITMENT" means the Tranche C Term Loan Commitment
of a Lender, and "TERM LOAN COMMITMENTS" means such commitments of all
Lenders in the aggregate.
"TERM LOAN MATURITY DATE" means the Tranche C Term Loan Maturity
Date.
B. AMENDMENTS TO SECTION 2.
(a) Section 2.1(a) of the Credit Agreement is hereby amended by adding a
new paragraph (iii) at the conclusion thereof as follows:
"(iii) Subject to the terms and conditions hereof, each Lender
severally agrees to make, on the Fourth Amendment Effective Date, a
Tranche C Term Loan to Company in an amount equal to such Lender's
Tranche C Term Loan Commitment. Company may make only one borrowing
under the Tranche C Term Loan Commitment which shall be on the Fourth
Amendment Effective Date. Any amount borrowed under this Section
2.1(a)(iii) and subsequently repaid or prepaid may not be reborrowed.
Subject to Sections 2.12(a) and 2.13, all amounts owed hereunder with
respect to the Tranche C Term Loans shall be paid in full no later
than the Tranche C Term Loan Maturity Date. Each Lender's Tranche C
Term Loan Commitment shall terminate immediately and without further
action on the Fourth Amendment Effective Date after giving effect to
the funding of such Lender's Tranche C Term Loan Commitment on such
date."
(b) Section 2.1(b) of the Credit Agreement is hereby amended by adding new
paragraphs (iii) and (iv) at the conclusion thereof as follows:
"(iii) BORROWING MECHANICS FOR TRANCHE C TERM LOANS. Company
shall deliver to Administrative Agent a fully executed and delivered
Fourth Amendment Date Certificate (which shall be deemed to be a
Funding Notice with respect to the Tranche C Term Loans for all
purposes hereof) no later than three Business Days prior to the Fourth
Amendment Effective Date. Promptly upon receipt by Administrative
Agent of such certificate, Administrative Agent shall notify each
Lender of the proposed borrowing.
(iv) Each Lender shall make its Tranche C Term Loan available to
Administrative Agent not later than 12:00 p.m. (New York City time) on
the Fourth Amendment Effective Date, by wire transfer of same day
funds in Dollars, at Administrative Agent's Principal Office. Upon
satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of the Tranche C Term
Loans available to Company on the Fourth Amendment Effective Date by
causing an amount of same day funds in Dollars equal to the proceeds
of all such Loans received by Administrative Agent from Lenders to be
credited to the account of
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Company at Administrative Agent's Principal Office or to such other
account as may be designated in writing to Administrative Agent by
Company."
(c) Section 2.1(c) of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:
"(c) [RESERVED]."
(d) Section 2.1 of the Credit Agreement is hereby further amended by adding
a new paragraph (d) thereof as follows:
"(d) ADDITIONAL TRANCHE C TERM LOANS. Company may by written
notice to GSCP and ▇▇▇▇▇ Fargo as co-lead arrangers (together,
"Co-Lead Arrangers") elect to request an increase to the existing
Tranche C Term Loan Commitments ("NEW TRANCHE C TERM LOAN
COMMITMENTS") by an amount not in excess of $25,000,000 in the
aggregate. Each such notice shall specify (A) the date (each, a
"TRANCHE C INCREASED AMOUNT Date") on which Company proposes that the
New Tranche C Term Loan Commitments shall be effective and that Loans
be made pursuant to the New Tranche C Term Loan Commitments ("NEW
TRANCHE C TERM LOANS"), which shall be a date not less than 10
Business Days after the date on which such notice is delivered to
Administrative Agent and (B) the identity of each Lender or other
Person (each, a "NEW TRANCHE C TERM LOAN LENDER") to whom Company
proposes any portion of such New Tranche C Term Loan Commitments shall
be allocated and the amounts of such allocations; provided, that such
New Tranche C Term Loan Commitments shall not be made available to
Company until after the Agents shall have declared that the
syndication of the Commitments has been successfully completed;
provided, further that any Lender approached to provide all or a
portion of the New Tranche C Term Loan Commitments may elect or
decline, in its sole discretion, to provide a New Tranche C Term Loan
Commitment. Company hereby appoints Co-Lead Arrangers as syndication
agents with respect to the syndication of the New Tranche C Term
Loans. Such New Tranche C Term Loan Commitments shall become effective
and any such New Tranche C Term Loans shall be made as of such Tranche
C Increased Amount Date; provided that (1) no Default or Event of
Default shall exist on such Tranche C Increased Amount Date before or
after giving effect to such New Tranche C Term Loan Commitments; (2)
both before and after giving effect to the making of any New Tranche C
Term Loans each of the conditions set forth in Section 3.2 shall be
satisfied; (3) each increase in the New Tranche C Term Loan
Commitments shall be effected pursuant to one or more joinder
agreements in form and substance satisfactory to Agents, executed and
delivered to Administrative Agent, and each shall be recorded in the
Register; (4) Company shall make any payments required pursuant to
Section 2.10(c) in connection with the New Tranche C Term Loan
Commitments, and (5) Company shall deliver or cause to be delivered
any legal opinions or other documents reasonably requested by
Administrative Agent in connection with any such transaction. On any
Tranche C Increased Amount Date on which any New Tranche C Term Loan
Commitments are effective, subject to the satisfaction of the
foregoing terms and conditions, each New Tranche C Term Loan Lender
shall make a New Tranche C Term Loan to Company in an amount equal to
its New Tranche C Term Loan
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Commitment. The Administrative Agent shall notify the Lenders promptly
upon receipt of Company's notice of each Tranche C Increased Amount
Date and in respect thereof the New Tranche C Term Loan Commitments.
The terms and provisions of the New Tranche C Term Loans and New
Tranche C Term Loan Commitments shall be identical to the Tranche C
Term Loans in the case of Tranche C Term Loans."
(e) Section 2.5 of the Credit Agreement is hereby amended by adding the
following sentence at the conclusion thereof:
"2.5 USE OF PROCEEDS. The proceeds of the Tranche C Term Loans
(other than New Tranche C Term Loans) shall be applied by Company to
prepay all outstanding Tranche A Term Loans and Tranche B Term Loans.
The proceeds of the Revolving Loans and Swing Line Loans shall be
applied by Company for working capital and general corporate purposes
of Company and its Subsidiaries, including Permitted Acquisitions. No
portion of the proceeds of any Credit Extension shall be used in any
manner that cause or might cause such Credit Extension or the
application of such proceeds to violate Regulation T, Regulation U or
Regulation X of the Board of Governors of the Federal Reserve System
or any other regulation thereof or to violate the Exchange Act."
(f) Section 2.6(d) of the Credit Agreement is hereby amended by adding the
following sentence at the conclusion thereof:
"If so requested by any Lender by written notice to Company (with
a copy to Administrative Agent) at least two Business Days prior to
the Fourth Amendment Effective Date, or at any time thereafter,
Company shall execute and deliver to such Lender (and/or, if
applicable and if so specified in such notice, to any Person who is an
assignee of such Lender pursuant to Section 10.6) on the Fourth
Amendment Effective Date (or, if such notice is delivered after the
Fourth Amendment Effective Date, promptly after Company's receipt of
such notice) a Note or Notes to evidence such Lender's Tranche C Term
Loan."
(g) Section 2.7(a) of the Credit Agreement is hereby by adding a new
paragraph (iv) at the conclusion thereof as follows:
"(iv) in the case of Tranche C Term Loans:
(1) if a Base Rate Loan, at the Base Rate, PLUS, 2.00% per
annum; or
(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar
Rate, PLUS, 3.00% per annum
(h) Section 2.7(b) of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:
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"(b) The basis for determining the rate of interest with respect
to any Loan (except a Swing Line Loan which can be made and maintained
as Base Rate Loans only), and the Interest Period with respect to any
Eurodollar Rate Loan, shall be selected by Company and notified to
Administrative Agent and Lenders pursuant to the applicable Funding
Notice or Conversion/Continuation Notice, as the case may be. If on
any day a Loan is outstanding with respect to which a Funding Notice
or Conversion/Continuation Notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying
the applicable basis for determining the rate of interest, then for
that day such Loan shall be a Base Rate Loan."
(i) Section 2.11 of the Credit Agreement is hereby amended by deleting such
section in its entirety and replacing it with the following:
"
FISCAL QUARTER ENDING TRANCHE C TERM LOAN
INSTALLMENTS
--------------------- -------------------
September 30, 2002 $357,653
December 31, 2002 $357,653
March 31, 2003 $357,653
June 30, 2003 $357,653
September 30, 2003 $357,653
December 31, 2003 $357,653
March 31, 2004 $357,653
June 30, 2004 $357,653
September 30, 2004 $357,653
December 31, 2004 $357,653
March 31, 2005 $357,653
June 30, 2005 $357,653
September 30, 2005 $357,653
December 31, 2005 $357,653
March 31, 2006 $357,653
June 30, 2006 $357,653
September 30, 2006 $357,653
December 31, 2006 $17,122,614
March 31, 2007 $17,122,614
June 30, 2007 $17,122,614
September 30, 2007 $17,122,614
December 31, 2007 $17,122,614
March 31, 2008 $17,122,614
June 30, 2008 $17,122,614
September 30, 2008 $17,122,611
Notwithstanding the foregoing, (x) such Installments shall be reduced in
connection with any voluntary or mandatory prepayments of the Tranche C Term
Loans, in accordance with Sections 2.12, 2.13 and 2.14 as applicable; and (y)
the Tranche C Term Loans,
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together with all other amounts owed hereunder with respect thereto, shall, in
any event, be paid in full no later than the Tranche C Term Loan Maturity Date."
(j) Section 2.13 of the Credit Agreement is hereby amended by adding the
following sentence at the conclusion of Section 2.13(d) as follows:
"Notwithstanding any of the foregoing to the contrary, on the
date of receipt by Company of the proceeds of the Tranche C Term Loans
(other than New Tranche C Term Loans), Company shall prepay in full
the outstanding Tranche A Term Loans and Tranche B Term Loans in an
amount equal to the net cash proceeds of the Tranche C Term Loans."
(k) Section 2.13 of the Credit Agreement is hereby further amended by
adding the following sentence at the conclusion of new paragraph (h):
"Notwithstanding the foregoing, upon receipt of the Tranche C Term
Loans (other than New Tranche C Term Loans), Company shall, without
further notice, prepay in full all outstanding Tranche A Term Loans
and Tranche B Term Loans."
(l) Section 2.14(a) of the Credit Agreement is hereby amended by deleting
such sections and repaying it with the following:
"(a) APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF LOANS. Any
prepayment of any Loan pursuant to Section 2.12(a) shall be applied as
specified by Company in the applicable notice of prepayment; PROVIDED,
in the event Company fails to specify the Loans to which any such
prepayment shall be applied, such prepayment shall be applied as
follows:
FIRST, to repay outstanding Swing Line Loans to the full extent
thereof;
SECOND, to repay outstanding Revolving Loans to the full extent
thereof; and
THIRD, to repay the Tranche C Term Loans on a pro rata basis (in
accordance with the outstanding principal amounts) and shall be
further applied on a pro rata basis to each scheduled Installment of
principal of the Tranche C Term Loans.
Any prepayment of Tranche C Term Loan pursuant to Section 2.12(a)
shall be further applied on an pro rata basis to reduce the scheduled
remaining installments of principal on Tranche C Term Loans."
(m) Section 2.14(b) of the Credit Agreement is hereby amended by adding the
following paragraph at the conclusion thereof:
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"(a) APPLICATION OF MANDATORY PREPAYMENTS BY TYPE OF LOANS. Any
amount required to be paid pursuant to Sections 2.13(a) through
2.13(e) shall be applied as follows:
FIRST, to prepay Tranche C Term Loans on a pro rata basis (in
accordance with the outstanding principal amounts) and shall be
further applied on a pro rata basis to each scheduled Installment of
principal of the Tranche C Term Loans;
SECOND, to prepay the Swing Line Loans to the full extent thereof
and to permanently reduce the Revolving Commitments by the amount of
such prepayment;
THIRD, to prepay the Revolving Loans to the full extent thereof
and to further permanently reduce the Revolving Commitments by the
amount of such prepayment; and
FOURTH, to further permanently reduce the Revolving Commitments
to the full extent thereof."
C. AMENDMENTS TO SECTION 5.12. Section 5.12 of the Credit Agreement is
hereby amended by deleting such section in its entirety and replacing it with
the following:
"5.12. [RESERVED]."
D. AMENDMENTS TO SECTION 10. Section 10.6(c) is hereby amended by adding
the following proviso at the conclusion thereof as follows:
"; PROVIDED, FURTHER, each such assignment pursuant to this Section
10.6(c)(ii) shall be in an aggregate amount of not less than
$1,000,000 (or such lesser amount as may be agreed to by Company and
Administrative Agent or as shall constitute the aggregate amount of
the Tranche C Term Loans of the assigning Lender) with respect to the
assignment of the Tranche C Term Loans."
E. AMENDMENTS TO ANNEXES AND EXHIBITS. The Credit Agreement is hereby
amended by adding thereto Appendix ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit G-3 in the form
of ANNEX A, ANNEX B and ANNEX C, respectively.
SECTION II. CONDITIONS PRECEDENT TO EFFECTIVENESS
The effectiveness of the amendments set forth at Section I hereof is
subject to the satisfaction, or waiver, of the following conditions on or before
the date hereof (the "FOURTH AMENDMENT EFFECTIVE DATE"):
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(a) Company, Holdings, Requisite Lenders and the Tranche C Term Loan
Lenders shall have indicated their consent by the execution and delivery of the
signature pages hereof to the Administrative Agent.
(b) Company shall have delivered to Administrative Agent a fully executed
and delivered Fourth Amendment Date Certificate (which shall be deemed to be a
Funding Notice with respect to the Tranche C Term Loans for all purposes
hereof).
(c) Company shall have paid all fees and other amounts due and payable on
or prior to the Fourth Amendment Effective Date, including, to the extent
invoiced, reimbursement or other payment of all out-of-pocket expenses required
to be reimbursed or paid by the Company hereunder or under any other Credit
Document.
(d) Administration Agent and the Lenders shall have received originally
executed copies of the favorable written opinion of Akin, Gump, Strauss, ▇▇▇▇▇ &
▇▇▇▇, L.L.P., special counsel for the Credit Parties, as to such matters as
Administrative Agent may reasonably request, dated the Fourth Amendment
Effective Date and otherwise in form and substance reasonably satisfactory to
Administration Agent.
(e) Each Credit Party shall have obtained all material consents necessary
or advisable in connection with the transaction contemplated by this Fourth
Amendment.
(f) The Agent and Lenders shall have received such other documents and
information regarding Credit Parties and the Credit Agreement as the Agents or
Lenders may reasonably request.
Upon the effectiveness of this Fourth Amendment pursuant to the conditions
set forth in this Section II, all outstanding amounts under the Tranche A Term
Loans and Tranche B Term Loans shall be paid and satisfied in full and if the
Company so requests, each Lender who has previously received a Tranche A Term
Loan Note or Tranche B Term Loan Note shall deliver such Note to the Company for
cancellation.
SECTION III. REPRESENTATIONS AND WARRANTIES
A. CORPORATE POWER AND AUTHORITY. Each Credit Party has all requisite
corporate power and authority to enter into this Fourth Amendment and to carry
out the transactions contemplated by, and perform its obligations under the
Credit Agreement and the other Credit Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Fourth
Amendment and the performance of the Credit Agreement and the other Credit
Documents have been duly authorized by all necessary corporate or partnership
(as applicable) action on the part of each Credit Party.
C. NO CONFLICT. The execution and delivery by each Credit Party of this
Fourth Amendment and the performance by each Credit Party of the Credit
Agreement and the other
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Credit Documents do not (i) violate (A) any provision of any law, statute, rule
or regulation, or of the certificate or articles of incorporation or partnership
agreement, other constitutive documents or by-laws of each Credit Party or any
of its Subsidiaries except to the extent such violation could not reasonably be
expected to have a Material Adverse Effect, (B) any applicable order of any
court or any rule, regulation or order of any Governmental Authority except to
the extent such violation could not reasonably be expected to have a Material
Adverse Effect or (C) any provision of any indenture, certificate of designation
for preferred stock, agreement or other instrument to which each Credit Party or
any of its Subsidiaries is a party or by which any of them or any of their
property is or may be bound except to the extent such violation could not
reasonably be expected to have a Material Adverse Effect, (ii) be in conflict
with, result in a breach of or constitute (alone or with notice or lapse of time
or both) a default under any such indenture, certificate of designation for
preferred stock, agreement or other instrument, where any such conflict,
violation, breach or default referred to in clause (i) or (ii) of this Section
III.C., individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of each Credit Party (other
than any Liens created under any of the Credit Documents in favor of Collateral
Agent on behalf of Lenders), or (iv) require any approval of stockholders or
partners or any approval or consent of any Person under any contractual
obligation of each Credit Party, except for such approvals or consents which
will be obtained on or before the Fourth Amendment Closing Date.
D. GOVERNMENTAL CONSENTS. No action, consent or approval of, registration
or filing with or any other action by any Governmental Authority is required in
connection with the execution and delivery by each Credit Party of this Fourth
Amendment and the performance by each Credit Party of the Credit Agreement and
the other Credit Documents, except for such actions, consents and approvals the
failure to obtain or make which could not reasonably be expected to result in a
Material Adverse Effect or which have been obtained and are in full force and
effect.
E. BINDING OBLIGATION. This Fourth Amendment and the Credit Agreement have
been duly executed and delivered by each Credit Party and each constitutes a
legal, valid and binding obligation of each Credit Party enforceable against
each Credit Party in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting creditors' rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT.
The representations and warranties contained in Section 4 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the Fourth Amendment Closing Date to the same extent as though made on
and as of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Fourth
Amendment that would constitute an Event of Default or a Default.
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SECTION IV. ACKNOWLEDGMENT AND CONSENT
Each of Holdings and each Domestic Subsidiary of Holdings (other than
Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed
the Obligations and (ii) created Liens in favor of Lenders on certain Collateral
to secure its obligations under the Credit Agreement and the Collateral
Documents subject to the terms and provisions of the Credit Agreement. Each of
Holdings and each Domestic Subsidiary of Holdings who has guaranteed the
Obligations together with the Company are collectively referred to herein as the
"CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents
are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS".
Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Fourth Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Fourth Amendment. Each Credit Support Party hereby confirms that each Credit
Support Document to which it is a party or otherwise bound and all Collateral
encumbered thereby will continue to guarantee or secure, as the case may be, to
the fullest extent possible in accordance with the Credit Support Documents the
payment and performance of all "Obligations" under each of the Credit Support
Documents, as the case may be (in each case as such terms are defined in the
applicable Credit Support Document), including without limitation the payment
and performance of all such "Obligations" under each of the Credit Support
Documents, as the case may be, in respect of the Obligations of the Company now
or hereafter existing under or in respect of the Credit Agreement and hereby
pledges and assigns to the Collateral Agent, and grants to the Collateral Agent
a continuing lien on and security interest in and to all Collateral as
collateral security for the prompt payment and performance in full when due of
the "Obligations" under each of the Credit Support Documents to which it is a
party (whether at stated maturity, by acceleration or otherwise).
Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Fourth Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Credit
Agreement, this Fourth Amendment and the Credit Support Documents to which it is
a party or otherwise bound are true, correct and complete in all material
respects on and as of the Fourth Amendment Closing Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
Each Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Fourth Amendment, such Credit
Support Party is not required by the terms of the Credit Agreement or any other
Credit Document to consent to the amendments to the Credit Agreement effected
pursuant to this Fourth Amendment and (ii) nothing in the Credit Agreement, this
Fourth Amendment or any other Credit Document shall be deemed to require the
consent of such Credit Support Party to any future amendments to the Credit
Agreement.
Page 12
SECTION V. MISCELLANEOUS
A. BINDING EFFECT. This Fourth Amendment shall be binding upon the parties
hereto and their respective successors and assigns and shall inure to the
benefit of the parties hereto and the successors and assigns of Lenders. No
Credit Party's rights or obligations hereunder or any interest therein may be
assigned or delegated by any Credit Party without the prior written consent of
all Lenders.
B. SEVERABILITY. In case any provision in or obligation hereunder shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
C. REFERENCE TO CREDIT AGREEMENT. On and after the Fourth Amendment Closing
Date, each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit Agreement,
and each reference in the other Credit Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Credit
Agreement shall mean and be a reference to the Credit Agreement as amended by
this Fourth Amendment.
D. EFFECT ON CREDIT AGREEMENT. Except as specifically amended by this
Fourth Amendment, the Credit Agreement and the other Credit Documents shall
remain in full force and effect and are hereby ratified and confirmed.
E. EXECUTION. The execution, delivery and performance of this Fourth
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of any
Agent or Lender under, the Credit Agreement or any of the other Credit
Documents.
F. HEADINGS. Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other purpose or
be given any substantive effect.
G. APPLICABLE LAW. THIS FOURTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
H. AMENDMENT AND RESTATEMENT. To facilitate reference to the provisions of
the Credit Agreement, as amended by this Amendment, each Lender executing this
Amendment hereby authorizes Administrative Agent, on its behalf, to enter into
an amendment and restatement of the Credit Agreement, as amended by this
Amendment; PROVIDED that any such amendment and restatement shall be distributed
to each Lender.
Page 13
I. COUNTERPARTS. This Fourth Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. As set forth herein, this Fourth Amendment shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto and receipt by Company, Holdings and Administrative Agent and Syndication
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
Page 14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY: VICAR OPERATING, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer and
Assistant Secretary
HOLDINGS: VCA ANTECH, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer and
Assistant Secretary
GUARANTORS: AAH MERGER CORPORATION
ACADEMY ANIMAL, INC.
▇▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
ANIMAL CENTER, INC.
ANIMAL CLINIC OF SANTA ▇▇▇▇, INC.
ASSOCIATES IN PETCARE, S.C.
BERWIN VETERINARIAN HOSPITAL, INC.
Page S-1
CACOOSING ANIMAL HOSPITAL, LTD.
CACOOSING PET CARE & NUTRITION CENTER, INC.
CLARMAR ANIMAL HOSPITAL, INC.
▇▇▇▇▇▇▇▇ VETERINARY CLINIC, INC.
DIAGNOSTIC VETERINARY SERVICE, INC.
EAGLE PARK ANIMAL CLINIC, INC.
EAGLE RIVER VETERINARY HOSPITAL, INC.
EDGEBROOK, INC.
FLORIDA VETERINARY LABORATORIES, INC.
FOX CHAPEL ANIMAL HOSPITAL, INC.
FREEHOLD VETERINARY HOSPITAL, P.A.
▇▇▇▇ ANIMAL HOSPITAL, INC.
GOLDEN MERGER CORPORATION
H.B. ANIMAL CLINICS, INC.
KIRKWOOD ANIMAL HOSPITAL
- LEA M.E. ▇▇▇▇▇, VMD., P.A.
KIRKWOOD ANIMAL HOSPITAL
BOARDING & GROOMING, INC.
LAKE ▇▇▇▇▇▇▇ VETERINARY CLINIC, INC.
LAKEWOOD ANIMAL HOSPITAL, INC.
▇▇▇▇▇▇▇ VETERINARY HOSPITAL, INC.
▇▇▇▇▇▇▇▇▇ VETERINARY CLINIC, INC.
MAIN STREET SMALL ANIMAL HOSPITAL, INC.
▇▇▇▇▇▇ ANIMAL HOSPITAL
M.S. ANIMAL HOSPITALS, INC.
NEWARK ANIMAL HOSPITAL, INC.
NORTHERN ANIMAL HOSPITAL, INC.
NORTH ROCKVILLE VETERINARY HOSPITAL, INC.
NORTHSIDE ANIMAL HOSPITAL, P.C.
▇▇▇▇▇ ANIMAL HOSPITAL, INC.
OLD TOWN VETERINARY HOSPITAL, INC.
PETS' RX, INC.
PETS' RX NEVADA, INC.
PPI OF PENNSYLVANIA, INC.
PRESTON PARK ANIMAL HOSPITAL, P.C.
PRINCETON ANIMAL HOSPITAL, INC.
PROFESSIONAL VETERINARY SERVICES, INC.
RIVIERA ANIMAL HOSPITAL, INC.
Page S-2
ROSSMOOR - EL DORADO ANIMAL HOSPITAL, INC.
SILVER SPUR ANIMAL HOSPITAL, INC.
SOUTH COUNTY VETERINARY CLINIC, INC.
SOUTHEAST AREA VETERINARY MEDICAL CENTER, P.C.
SPANISH RIVER ANIMAL HOSPITAL, INC.
TAMPA ANIMAL MEDICAL CENTER, INC.
TANGLEWOOD PET HOSPITAL, INC.
TEMPE VETS, A PROFESSIONAL CORP
THE PET PRACTICE (FLORIDA), INC.
THE PET PRACTICE (ILLINOIS), INC.
THE PET PRACTICE (MASSACHUSETTS), INC.
THE PET PRACTICE OF MICHIGAN, INC.
TOMS RIVER VETERINARY HOSPITAL, P.A.
VCA - ▇▇▇▇▇, INC.
VCA ALABAMA, INC.
VCA ALBANY ANIMAL HOSPITAL, INC.
VCA ALBUQUERQUE, INC.
VCA ALL PETS ANIMAL COMPLEX, INC.
VCA ALPINE ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇▇▇▇ OF CALIFORNIA ANIMAL
HOSPITAL, INC.
VCA ANIMAL HOSPITALS, INC.
VCA APAC ANIMAL HOSPITAL, INC.
VCA CACOOSING ANIMAL HOSPITAL, INC.
VCA CASTLE ▇▇▇▇▇▇▇ VETERINARY HOSPITAL, INC.
VCA CENTERS-TEXAS, INC.
VCA CENVET, INC.
VCA CLARMAR ANIMAL HOSPITAL, INC.
VCA CLINICAL VETERINARY LABS, INC.
VCA CLINIPATH LABS, INC.
VCA CLOSTER, INC.
VCA ▇▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA DOVER ANIMAL HOSPITAL, INC.
VCA EAGLE RIVER ANIMAL HOSPITAL, INC.
VCA EAST ANCHORAGE ANIMAL HOSPITAL, INC.
Page S-3
VCA GREATER SAVANNAH ANIMAL HOSPITAL, INC.
VCA HOWELL BRANCH ANIMAL HOSPITAL, NC.
VCA KANEOHE ANIMAL HOSPITAL, INC.
VCA LAKESIDE ANIMAL HOSPITAL, INC.
VCA LAMB AND ▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA MARINA ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA MISSION, INC.
VCA NORTHBORO ANIMAL HOSPITAL, INC.
VCA NORTHWEST VETERINARY DIAGNOSTICS, INC.
VCA OF COLORADO-▇▇▇▇▇▇▇▇, INC.
VCA OF NEW YORK, INC.
VCA OF SAN ▇▇▇▇, INC.
VCA OF ▇▇▇▇▇▇▇▇, INC.
CA PROFESSIONAL ANIMAL LABORATORY, INC.
VCA REAL PROPERTY ACQUISITION CORPORATION
VCA REFERRAL ASSOCIATES ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA - ROSSMOOR, INC.
VCA SILVER SPUR ANIMAL HOSPITAL, INC.
VCA SOUTH SHORE ANIMAL HOSPITAL, INC.
VCA SQUIRE ANIMAL HOSPITAL, INC.
VCA ST. PETERSBURG ANIMAL HOSPITAL, INC.
VCA TEXAS MANAGEMENT, INC.
VCA WYOMING ANIMAL HOSPITAL, INC.
VETERINARY CENTERS OF AMERICA - TEXAS, L.P.
VETERINARY HOSPITALS, INC.
W.E. ▇▇▇▇▇▇▇▇, D.V.M. WORTH ANIMAL CHARTERED
WEST LOS ANGELES VETERINARY MEDICAL GROUP, INC.
Page S-4
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, LTD.
▇▇▇▇▇▇▇, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer and
Assistant Secretary
VCA VILLA ANIMAL HOSPITAL, L.P.
By: VCA Animal Hospitals, Inc.,
General Partner
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer and
Assistant Secretary
VETERINARY CENTERS OF AMERICA-TEXAS, L.P.
By: VCA Centers-Texas, Inc.,
General Partner
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer and
Assistant Secretary
Page S-5
ANIMAL CENTER, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
ASSOCIATES IN PET CARE, S.C.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
KIRKWOOD ANIMAL HOSPITAL - LEA M.E. ▇▇▇▇▇,
V.M.D., P.A.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
MAIN STREET SMALL ANIMAL HOSPITAL, INC.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
SOUTHEAST AREA VETERINARY MEDICAL CENTER, P.C.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Page S-6
VCA ASSOCIATE ANIMAL HOSPITAL, L.P.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
VCA HERITAGE ANIMAL HOSPITAL, L.P.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
TOMS RIVER VETERINARY HOSPITAL, P.A.
By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Executive Officer and
President
Page S-7
SOLE SYNDICATION AGENT,
CO-LEAD ARRANGER,
A LENDER AND A TRANCHE C
TERM LOAN LENDER: ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.,
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Authorized Signatory
Page S-8
ADMINISTRATIVE AGENT,
COLLATERAL AGENT, CO-
LEAD ARRANGER, A LENDER
AND A TRANCHE C TERM LOAN
LENDER: ▇▇▇▇▇ FARGO BANK, N.A.
By: /S/ S. ▇▇▇▇▇▇▇ ST. GEME
----------------------------------------
Name: S. ▇▇▇▇▇▇▇ ST. GEME
Title: VICE PRESIDENT
Page S-9
LENDERS: BALLYROCK CDO I LIMITED
By:
----------------------------------------
Name:
Title:
Page S-10
CLYDESDALE CLO 2001-1, LTD.
By: /S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
Page S-11
CLYDESDALE CBO I, LTD.
By: /S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
Page S-12
CENTURION CDO II, LTD.
By:
----------------------------------------
Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
By: /S/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
Title: MANAGER-CDP CAPITAL-AMERICAS
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: PRESIDENT-CDP CAPITAL-AMERICAS
Page S-14
▇▇▇▇▇▇ HIGH YIELD CDO 2001-I
BY PRUDENTIAL INVESTMENT MANAGEMENT, AS
COLLATERAL MANAGER
By: /S/ B. ▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: B. ▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
Page S-15
FLAGSHIP CLO
BY: FLAGSHIP CAPITAL MANAGEMENT
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: PRESIDENT
Page S-16
FLAGSHIP CLO II
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: ATTORNEY-IN-FACT
Page S-17
GENERAL ELECTRIC CAPITAL CORPORATION
By:
----------------------------------------
Name:
Title:
Page S-18
GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P.
By:
----------------------------------------
Name:
Title:
Page S-19
GREAT POINT CLO 1999-1 LTD.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Page ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ FUNDING TRUST
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AUTHORIZED AGENT
Page ▇-▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ -▇ LLC
By:
----------------------------------------
Name:
Title:
Page S-22
KZH ING-2, LLC
By:
----------------------------------------
Name:
Title:
Page S-23
KZH STERLING LLC
By:
----------------------------------------
Name:
Title:
Page S-24
LIBERTY - ▇▇▇▇▇ ▇▇▇ ADVISOR
FLOATING RATE ADVANTAGE FUND
BY: ▇▇▇▇▇ ▇▇▇ AND ▇▇▇▇▇▇▇ INCORPORATED, AS
ADVISOR
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SR. VICE PRESIDENT & PORTFOLIO
MANAGER
Page S-25
LONG LANE MASTER TRUST IV
BY: FLEET NATIONAL BANK AS TRUST ADMINISTRATOR
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: MD
Page S-26
MOUNTAIN CAPITAL CLO I, LTD.
By:
----------------------------------------
Name:
Title:
Page S-27
MOUNTAIN CAPITAL CLO II, LTD.
By:
----------------------------------------
Name:
Title:
Page S-28
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
Page S-29
NATEXIS BANQUES POPULAIRES
(f/k/a Natexis Banque) New York Branch
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VICE PRESIDENT
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: ASSISTANT VICE PRESIDENT
Page S-30
NOMURA BOND & LOAN FUND
BY: UFJ TRUST COMPANY OF NEW YORK AS TRUSTEE
BY: NOMURA CORPORATE RESEARCH AND ASSET
MANAGEMENT INC., ATTORNEY IN FACT
By: /S/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
Page S-31
NORTH AMERICAN COMPANY FOR LIFE & HEALTH
By:
----------------------------------------
Name:
Title:
Page S-32
▇▇▇▇▇▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: MANAGER
Page S-33
PILGRIM CLO 1999-1 LTD.
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
Page S-34
PRUDENTIAL INSURANCE CO. OF AMERICA
By: /S/ B. ▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: B. ▇▇▇▇ ▇▇▇▇▇
Title: VICE PRESIDENT
Page S-35
RACE POINT CLO LTD.
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Page S-36
RIVIERA FUNDING LLC
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
Page S-37
SANKATY HIGH YIELD PARTNERS III
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Page S-38
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED LIABILITY CO.
BY: ▇▇▇▇▇ ▇▇▇ AND FARNHAM INCORPORATED, AS
ADVISOR
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SR. VICE PRESIDENT & PORTFOLIO
MANAGER
Page S-39
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ CLO I
By:
----------------------------------------
Name:
Title:
Page S-40
SRF 2000 LLC
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
Page S-41
SRF TRADING, INC.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
Page S-42
SIERRA CLO I, LTD.
By:
----------------------------------------
Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇-▇
By:
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Name:
Title:
Page S-44
SEQUILS - PILGRIM I, LTD.
BY: ING INVESTMENTS, LLC
AS ITS INVESTMENT MANAGER
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
Page S-45
SEQUILS - CENTURION V, LTD.
By:
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Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) INC.
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: VICE PRESIDENT
Page S-47
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By:
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Name:
Title:
Page S-48
▇▇▇ ▇▇▇▇▇▇ SENIOR FLOATING RATE FUND
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By:
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Name:
Title:
Page S-49
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By:
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Name:
Title:
Page S-50
WHITNEY PRIVATE DEBT FUND L.P.
By:
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Name:
Title:
Page S-51
ANNEX A TO
FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
APPENDIX A-4 TO CREDIT AGREEMENT
Lender TRANCHE C TERM LOAN TRANCHE C TERM LOAN
-------------------- --------------------
COMMITMENTS COMMITMENT PRO RATA SHARE
----------- -------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Partners $113,561,011.00 79.3794271%
▇▇▇▇▇ Fargo Bank, N.A. $ 29,500,000.00 20.6205729%
ANNEX A-1
ANNEX B TO
FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
EXHIBIT B-6 TO CREDIT AGREEMENT
TRANCHE C TERM LOAN NOTE
$[1][___,___,___]
[2][MM/DD/YY] New York, New York
FOR VALUE RECEIVED, VICAR OPERATING, INC., a Delaware corporation
("COMPANY"), promises to pay [NAME OF LENDER] ("PAYEE") or its registered
assigns the principal amount of [1][DOLLARS] ($[1][___,___,___]) in the
installments referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of September 20, 2000 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among VICAR OPERATING, INC., a Delaware corporation
("COMPANY"), VCA ANTECH, INC. a Delaware corporation (formerly known as
Veterinary Centers of America, Inc., "HOLDINGS"), CERTAIN SUBSIDIARIES OF
COMPANY, as Guarantors, the Lenders party thereto from time to time, ▇▇▇▇▇▇▇
▇▇▇▇▇ CREDIT PARTNERS L.P. ("GSCP"), as Sole Lead Arranger (in such capacity,
"LEAD ARRANGER"), and as Sole Syndication Agent (in such capacity, "SYNDICATION
AGENT"), and ▇▇▇▇▇ FARGO BANK, N.A. ("▇▇▇▇▇ FARGO"), as Administrative Agent
(together with its permitted successors in such capacity, "ADMINISTRATIVE
AGENT") and as Collateral Agent (together with its permitted successor in such
capacity, "COLLATERAL Agent").
Company shall make principal payments on this Note as set forth in Section
2.12 of the Credit Agreement.
This Note is one of the "Tranche C Term Loan Notes" in the aggregate
principal amount of $143,061,011 and is issued pursuant to and entitled to the
benefits of the Credit Agreement, to which reference is hereby made for a more
complete statement of the terms and conditions under which the Term Loan
evidenced hereby was made and is to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Principal Office of
----------------
[1] Lender's Tranche B Term Loan Commitment
[2] Date of Issuance
ANNEX B-1
Administrative Agent or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit Agreement. Unless
and until an Assignment Agreement effecting the assignment or transfer of the
obligations evidenced hereby shall have been accepted by Administrative Agent
and recorded in the Register, Company, each Agent and Lenders shall be entitled
to deem and treat Payee as the owner and holder of this Note and the obligations
evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Company, which
are absolute and unconditional, to pay the principal of and interest on this
Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and, to the full extent permitted by law, the right to
plead any statute of limitations as a defense to any demand hereunder.
ANNEX B-2
IN WITNESS WHEREOF, Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.
VICAR OPERATING, INC.
By:
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Title:
ANNEX B-3
ANNEX C TO
FOURTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
EXHIBIT G-3 TO CREDIT AGREEMENT
FOURTH AMENDMENT DATE CERTIFICATE
THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:
1. We are, respectively, the chief executive officer and the chief
financial officer of VCA ANTECH, INC., ("HOLDINGS") and VICAR OPERATING, INC.,
("COMPANY").
2. Pursuant to Section 2.1 of the Credit and Guaranty Agreement, dated as
of dated as of September 20, 2000 (as it may be amended, supplemented or
otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
VICAR OPERATING, INC., a Delaware corporation ("COMPANY"), VCA ANTECH, INC. a
Delaware corporation (formerly known as Veterinary Centers of America, Inc.,
"HOLDINGS"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
thereto from time to time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. ("GSCP"), as Sole
Lead Arranger (in such capacity, "LEAD ARRANGER"), and as Sole Syndication Agent
(in such capacity, "SYNDICATION AGENT"), and ▇▇▇▇▇ FARGO BANK, N.A. ("▇▇▇▇▇
FARGO"), as Administrative Agent (together with its permitted successors in such
capacity, "ADMINISTRATIVE AGENT") and as Collateral Agent (together with its
permitted successor in such capacity, "COLLATERAL AGENT"), Company requests that
Lenders make the following Loans to Company on August 29, 2002 (the "FOURTH
AMENDMENT EFFECTIVE DATE"):
Tranche C Term Loans: $143,061,011
Eurodollar Rate Loans, with an
Initial Interest Period of ________ Month(s)
3. We have reviewed the terms of Section 3 of the Credit Agreement and
Section II of the Fourth Amendment and the definitions and provisions contained
in such Credit Agreement relating thereto, and in our opinion we have made, or
have caused to be made under our supervision, such examination or investigation
as is necessary to enable us to express an informed opinion as to the matters
referred to herein.
4. Based upon our review and examination described in paragraph (3) above,
we certify, on behalf of Company, that as of the date hereof:
(i) as of the Fourth Amendment Effective Date, the representations and
warranties contained in each of the Credit Documents are true, correct and
complete in all respects on and as of the Fourth Amendment Effective Date
to the same extent as though
ANNEX C-1
made on and as of such date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such
representations and warranties are true, correct and complete in all
respects on and as of such earlier date;
(ii) as of the Fourth Amendment Effective Date, no injunction or other
restraining order shall have been issued and no hearing to cause an
injunction or other restraining order to be issued shall be pending or
noticed with respect to any action, suit or proceeding seeking to enjoin or
otherwise prevent the consummation of, or to recover any damages or obtain
relief as a result of, the borrowing contemplated hereby; and
(iii) as of the Fourth Amendment Effective Date, no event has occurred
and is continuing or would result from the consummation of the borrowing
contemplated hereby that would constitute an Event of Default or a Default.
5. Each Credit Party has requested Akin, Gump, Strauss, ▇▇▇▇▇ & ▇▇▇▇,
L.L.P. to deliver to Agents and Lenders on the Fourth Amendment Effective Date
favorable written opinions setting forth such matters as Syndication Agent and
Administrative Agent may reasonably request.
[Remainder of page intentionally left blank.]
ANNEX C-2
The foregoing certifications are made and delivered as of [MM/DD/YY].
VCA ANTECH, INC.
-----------------------------------
Title: Chief Executive Officer
VICAR OPERATING, INC.
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Title: Chief Financial Officer
ANNEX C-3