EXHIBIT 4.11
VCA ANTECH, INC.
SECOND AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
This SECOND AMENDMENT, dated as of November 16, 2001 (this "AMENDMENT"),
to the Credit and Guaranty Agreement, dated as of September 20, 2000 (as amended
through the date hereof, the "CREDIT AGREEMENT"), 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"). 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 proposes issuing subordinated indebtedness in an
aggregate principal amount of not less than $150,000,000 and consummating an
initial public offering of common stock of Holdings providing aggregate gross
proceeds of not less than $140,000,000; and
WHEREAS, Holdings and Company have requested that Requisite Lenders
agree to make amendments to certain provisions to the Credit Agreement in order
to effectuate the above transactions.
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:
"NEW COMPANY SUBORDINATED NOTE INDENTURE" means an Indenture to be
entered into between Company and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, pursuant to which the New
Company Subordinated Notes are to be issued in form and substance
reasonably
acceptable to the Agents, as such Indenture may hereafter be amended,
restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.16.
"NEW COMPANY SUBORDINATED NOTES" means the subordinated notes due no
earlier than 2010 in an aggregate principal amount of not less than
$150,000,000 in form and substance reasonably acceptable to the Agents, as
such notes may hereafter be amended, restated, supplemented or otherwise
modified from time to time to the extent permitted under Section 6.16.
"HOLDINGS IPO" means an initial public offering of common stock of
Holdings consummated no later than November 30, 2001 and providing gross
proceeds to Holdings of not less than $140,000,000.
"IMMATERIAL SUBSIDIARY" for purposes of Section 8.1(f) and Section
8.1(g), shall mean one or more Subsidiaries of Holdings that, on a
consolidated basis did not (i) for the most recently concluded Fiscal Year
account for more than 3.0% of consolidated revenues of Holdings and its
Subsidiaries and (ii) as of the last day of such Fiscal Year own more than
3.0% of the consolidated assets of Holdings and its Subsidiaries.
"SECOND AMENDMENT" means the Second Amendment dated November 16, 2001
to this Agreement by and among Company, Holdings, Requisite Lenders as of
the date of such amendment and the Agents.
"SECOND AMENDMENT CLOSING DATE" has the meaning assigned to that term
in the Second Amendment.
(b) Section 1.1 of the Credit Agreement is hereby amended by deleting
each of the definitions of "CHANGE OF CONTROL", "CONSOLIDATED ADJUSTED EBITDA",
"MATERIAL REAL ESTATE ASSET", "PERMITTED ACQUISITION", "PERMITTED
PARTIALLY-OWNED SUBSIDIARY", "PERMITTED SELLER NOTES" and "SENIOR SUBORDINATED
NOTE DOCUMENTS" in their entirety and substituting therefor the following:
"CHANGE OF CONTROL" means, at any time, (i) (A) prior to the
consummation of the Holdings IPO, Sponsor, Co-Investors and Management
Investors shall cease to beneficially own and control at least 51% on a
fully diluted basis of the voting interests of the Capital Stock of
Holdings and (B) concurrently with or at any time after the consummation of
the Holdings IPO, Sponsor, Co-Investors and Management Investors shall
collectively cease to beneficially own and control at least 35% on a fully
diluted basis of the voting interests in the Capital Stock of Holdings;
(ii) any Person or "group" (within the meaning of Rules 13d-3 and 13d-5
under the Exchange Act) other than Sponsor (a) (I) at any time prior to the
consummation of the Holdings IPO, shall have acquired beneficial ownership
of 35% or more on a fully diluted basis of the voting interests in the
Capital Stock of Holdings and (II) concurrently with or at any time after
the consummation of the Holdings IPO shall have acquired beneficial
ownership of a percentage greater than that owned by the Sponsor,
Co-Investors and Management
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Investors collectively, on a fully diluted basis of the voting interests in
the Capital Stock of Holdings or (b) at all times, shall have obtained the
power (whether or not exercised) to elect a majority of the members of the
board of directors (or similar governing body) of Holdings; (iii) Sponsor
and Co-Investors shall collectively cease to beneficially own and control
on a fully diluted basis a percentage of the voting interests in the
Capital Stock of Holdings greater than any other Person or group (within
the meaning of Rules 13d-3 and 13d-5 of the Exchange Act); (iv) Holdings
shall cease to beneficially own and control 100% on a fully diluted basis
of the Capital Stock of Company; or (v) the majority of the seats (other
than vacant seats) on the board of directors (or similar governing body) of
Company cease to be occupied by Persons who either (a) were members of the
board of directors of Company on the Closing Date or (b) were nominated for
election by the board of directors of Company, a majority of whom were
directors on the Closing Date or whose election or nomination for election
was previously approved by a majority of such directors; or (vi) any
"change of control" or similar event under the Holdings Senior Note
Documents or the Senior Subordinated Note Documents shall occur.
"CONSOLIDATED ADJUSTED EBITDA" means, for any period, an amount
determined for Company and its Subsidiaries on a consolidated basis equal
to (i) the sum, without duplication, of the amounts for such period of (a)
Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions
for taxes based on income, (d) total depreciation expense, (e) total
amortization expense, (f) other non-Cash items reducing Consolidated Net
Income (excluding any such non-Cash item to the extent that it represents
an accrual or reserve for potential Cash items in any future period or
amortization of a prepaid Cash item that was paid in a prior period but,
notwithstanding anything to the contrary herein, including without
limitation, reserves for lease expense and other charges and expenses
related to the closure of hospitals to the extent not paid in cash), (g) to
the extent deducted in calculating Consolidated Net Income, Transaction
Costs, (h) payments made under the Management Services Agreement in
accordance with the provisions of Section 6.5(l) and (i) to the extent
deducted in calculating Consolidated Net Income, other one-time
non-recurring charges incurred by Holdings, Company or any of Company's
Subsidiaries associated with the Holdings IPO and the New Company
Subordinated Notes, including, without limitation (A) any non-cash charges
incurred by Holdings and/or Company; provided, that such non-cash charges
shall not exceed $10,400,000 in the aggregate; (B) a one-time payment to
Sponsor; provided, that such one-time payment to Sponsor shall not exceed
$8,000,000; and (C) underwriting discounts and commissions and other
reasonable costs and expenses associated therewith, including reasonable
legal fees and expenses, minus (ii) non-Cash items increasing Consolidated
Net Income for such period (excluding any such non-Cash item to the extent
it represents the reversal of an accrual or reserve for potential Cash item
in any prior period); provided that the foregoing shall be subject to the
adjustments described in Schedule 1.1.
"MATERIAL REAL ESTATE ASSET" means (i) (a) any fee-owned Real Estate
Asset having a fair market value in excess of $150,000 as of the date of
the acquisition thereof and (b) all Leasehold Properties other than those
with respect to which the aggregate
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payments under the term of the lease are less than $500,000 per annum or
(ii) any Real Estate Asset that the Requisite Lenders have determined is
material to the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Holdings or any Subsidiary
thereof, including Company.
"PERMITTED ACQUISITION" means any acquisition by Company or any of its
Subsidiaries, whether by purchase, merger or otherwise, of all or
substantially all of the assets of, 51% or more of the Capital Stock of, or
a business line or unit or a division of, any Person; provided,
(i) immediately prior to, and after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing or would
result therefrom;
(ii) all transactions in connection therewith shall be
consummated, in all material respects, in accordance with all applicable
laws and in conformity with all applicable Governmental Authorizations;
(iii) in the case of the acquisition of Capital Stock, (i) at
least 51% of the Capital Stock (except for any such Securities in the
nature of directors' qualifying shares required pursuant to applicable law)
acquired or otherwise issued by such Person or any newly formed Subsidiary
of Company in connection with such acquisition shall be owned by Company or
a Guarantor Subsidiary thereof, (ii) in the case of acquisitions where
Company owns more than 51% but less than 100% of such Subsidiary, Company
shall designate such Subsidiary as a Permitted Partially-Owned Subsidiary,
and (iii) except in the case of a Permitted Partially-Owned Subsidiary,
Company shall have taken, or caused to be taken, as of the date such Person
becomes a Subsidiary of Company, each of the actions set forth in Sections
5.10 and/or 5.11, as applicable;
(iv) Any Person or assets so acquired shall be located
exclusively in the United States;
(v) Holdings and its Subsidiaries shall be in compliance with the
financial covenants set forth in Section 6.8 on a pro forma basis after
giving effect to such acquisition as of the last day of the Fiscal Quarter
most recently ended (as determined in accordance with Section 6.8(f));
(vi) Company shall have delivered to Administrative Agent (A) at
least five Business Days prior to such proposed acquisition, a Compliance
Certificate evidencing compliance with Section 6.8 as required under clause
(v) above, together with all relevant financial information with respect to
such acquired assets, including, without limitation, the aggregate
consideration for such acquisition and any other information required to
demonstrate compliance with Section 6.8; provided, however, that Company
shall not be required to comply with the provisions of this clause (vi)
with respect to acquisitions unless the consideration of such acquisition
is greater than $3,000,000; and
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(vii) any Person or assets or division as acquired in accordance
herewith shall be in a business or lines of business the same as, related,
complementary or ancillary to, the business or lines of business in which
Company and/or its Subsidiaries are engaged as of the Closing Date.
"PERMITTED PARTIALLY-OWNED SUBSIDIARY" means (a) those Subsidiaries of
Company listed on Schedule 1.2 existing on the Closing Date, and (b) those
Subsidiaries of Company acquired or created after the Closing Date and
designated by Company as a Permitted Partially-Owned Subsidiary by written
notice to the Administrative Agent, provided, that, with respect to
Permitted Partially-Owned Subsidiaries acquired or created after the
Closing Date, (i) Company owns at least 51% of the outstanding Capital
Stock of such Subsidiary, (ii) the remaining Capital Stock of such
Subsidiary is owned directly or indirectly, by one or more licensed
veterinarians who are actively involved in the business of such Subsidiary,
(iii) Company shall use its commercially reasonable efforts to cause such
Subsidiary to become a Guarantor Subsidiary, (iv) if Company fails to
obtain a Guaranty from such Subsidiary, then such Subsidiary shall not own
and lease any Material Real Estate Assets, and (v) Company shall use
commercially reasonable efforts to cause such veterinarian to pledge his or
her Capital Stock in such Permitted Partially-Owned Subsidiary in favor of
the Collateral Agent for the benefit of the Secured Parties; provided,
further, that (i) at no time shall the total portion of Consolidated
Adjusted EBITDA contributed by all Subsidiaries constituting Permitted
Partially-Owned Subsidiaries exceed 15% of Consolidated Adjusted EBITDA and
(ii) at no time shall the portion of Consolidated Adjusted EBITDA
contributed by all Permitted Partially-Owned Subsidiaries acquired or
created after the Closing Date which are not Guarantor Subsidiaries exceed
10% of Consolidated Adjusted EBITDA.
"PERMITTED SELLER NOTES" means promissory notes containing
subordination provisions in substantially the form of, or no less favorable
to Lenders (in the reasonable judgment of Administrative Agent) than the
subordination provisions contained in, Exhibit K annexed hereto,
representing any Indebtedness of Holdings or Company incurred in connection
with any Permitted Acquisition payable to the seller in connection
therewith, as such note may be amended, supplemented or otherwise modified
from time to time to the extent permitted under subsection 6.16; provided
that, no Permitted Seller Note shall (i) be guarantied by any Subsidiary of
Holdings or secured by any property of Holdings, Company or any of its
Subsidiaries, (ii) bear cash interest at a rate greater than 8.5% per
annum; or, (iii) except in accordance with subsection 6.5, provide for any
prepayment or repayment of all or any portion of the principal thereof
prior to the date of the final scheduled installment of principal of the
Loans; provided, further, that in no event shall the aggregate scheduled
cash payments of principal and interest on all outstanding Permitted Seller
Notes exceed $4,000,000 in any Fiscal Year.
"SENIOR SUBORDINATED NOTE DOCUMENTS" means the Senior Subordinated
Notes, the Senior Subordinated Note Indenture, the New Company Subordinated
Notes, the New Company Subordinated Note Indenture, the Company Purchase
Agreement, the Senior Subordinated Note Registration Rights Agreement, and
each other document executed in connection with the Senior Subordinated
Notes, as such document may be amended,
5
restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.16.
B. AMENDMENTS TO SECTION 2: MANDATORY PREPAYMENTS.
(a) Section 2.13(c) of the Credit Agreement is hereby amended by
adding the following paragraph at the conclusion thereof as follows:
"Notwithstanding any of the foregoing to the contrary, on the date of
receipt by Holdings of any Cash proceeds from the Holdings IPO, such Cash
proceeds (together with additional Cash on hand as of the Second Amendment
Effective Date) shall be applied, net of underwriting discounts and
commissions and other reasonable costs and expenses associated therewith,
including reasonable legal fees and expenses to (i) redeem the Preferred
Stock (which, together with the redemption set forth in Section 2.13(d)
shall redeem the Preferred Stock in full) and (ii) prepay a portion of the
Holdings Senior Notes; provided, that in the event that Holdings or any of
its Subsidiaries receives gross proceeds from the issuance of the Holdings
IPO in excess of $140,000,000 (such excess above $140,000,000, the "EXCESS
IPO PROCEEDS"), Holdings and/or Company, as applicable, shall apply such
Excess IPO Proceeds to prepay the Holdings Senior Notes, prepay the Loans
as set forth in Section 2.14(b) and/or prepay the Senior Subordinated Notes
at Holdings' and/or Company's discretion."
(b) Section 2.13(d) of the Credit Agreement is hereby amended by
adding the following paragraph at the conclusion thereof as follows:
"Notwithstanding any of the foregoing to the contrary, on the date of
receipt by Holdings and any of its Subsidiaries of any Cash proceeds from
the incurrence by Company of the New Company Subordinated Notes, such Cash
proceeds shall be applied, net of underwriting discounts and commissions
and other reasonable costs and expenses associated therewith, including
reasonable legal fees and expenses to (i) redeem Preferred Stock (which,
together with the redemption set forth in Section 2.13(c) shall redeem the
Preferred Stock in full) and (ii) prepay the Loans as set forth in Section
2.14(b); provided that in any event, the Loans shall be prepaid with the
proceeds of the New Company Subordinated Notes in an aggregate principal
amount of not less than $100,000,000; provided, further, that in the event
that Company receives gross proceeds from the issuance of the New Company
Subordinated Notes in excess of $150,000,000 (such excess above
$150,000,000, the "EXCESS NOTE PROCEEDS"), Holdings and/or Company, as
applicable, shall apply such Excess Note Proceeds to prepay the Holdings
Senior Notes, prepay the Loans as set forth in Section 2.14(b) and/or
prepay the Senior Subordinated Notes at Holdings' and/or Company's
discretion."
(b) Section 2.14(b) of the Credit Agreement is hereby amended by
adding the following paragraph at the conclusion thereof as follows:
"Notwithstanding any of the foregoing to the contrary, any Loans
required to be prepaid pursuant to the receipt by Holdings or any of its
Subsidiaries of the proceeds
6
from the Holdings IPO and/or the New Company Subordinated Notes pursuant to
Sections 2.13(c) and 2.13(d) shall be applied to prepay Term Loans on a pro
rata basis (in accordance with the respective outstanding principal amounts
thereof) and shall be further applied on a pro rata basis to the remaining
scheduled Installments of principal of the Tranche A Term Loans and Tranche
B Term Loans."
C. AMENDMENTS TO SECTION 6: NEGATIVE COVENANTS.
(a) Section 6.1 of the Credit Agreement is hereby amended by deleting
Section 6.1(c) in its entirety and replacing it with the following:
"(c) (x) (i) Indebtedness incurred by Company with respect to the
Senior Subordinated Notes and (ii) other Indebtedness incurred to
refinance, in whole or in part, Indebtedness under the Senior Subordinated
Notes if the terms and conditions thereof are not less favorable, taken as
a whole, to the obligor thereon or to the Lenders than the Indebtedness
being refinanced and the average life to maturity thereof is greater than
or equal to that of the Indebtedness being refinanced; provided, such
Indebtedness permitted under the immediately preceding clause (ii) above
shall (A) not include Indebtedness of an obligor that was not an obligor
with respect to the Indebtedness being refinanced, (B) not exceed in
principal amount (or accreted value, in the case of any such refinancing
Indebtedness issued with a discount) of the Indebtedness (including the
amount of interest and principal (and premium, if any)) being refinanced
plus the amount of customary underwriting discounts, financing fees and
commissions and other reasonable costs and expenses associated with the
issuance thereof, (C) be subordinated to the Obligations on terms which are
not less favorable, taken as a whole, to the Lenders than the corresponding
terms of the Indebtedness being refinanced, and (D) not be incurred,
created or assumed if any Default or Event of Default has occurred and is
continuing or would result therefrom; (y) (i) Indebtedness incurred by
Holdings with respect to the Holdings Senior Notes and (ii) other
Indebtedness incurred to refinance, in whole or in part, Indebtedness under
the Holdings Senior Notes if the terms and conditions thereof are not less
favorable, taken as a whole, to the obligor thereon or to the Lenders than
the Indebtedness being refinanced and the average life to maturity thereof
is greater than or equal to that of the Indebtedness being refinanced;
provided, such Indebtedness permitted under the immediately preceding
clause (ii) above shall (A) not include Indebtedness of an obligor that was
not an obligor with respect to the Indebtedness being refinanced, (B) not
exceed in principal amount (or accreted value, in the case of any such
refinancing Indebtedness issued with a discount) of the Indebtedness
(including the amount of interest and principal (and premium, if any))
being refinanced plus the amount of customary underwriting discounts,
financing fees and commissions and other reasonable costs and expenses
associated with the issuance thereof, and (C) not be incurred, created or
assumed if any Default or Event of Default has occurred and is continuing
or would result therefrom; and (z) (i) Indebtedness incurred by Company
with respect to the New Company Subordinated Notes and (ii) other
Indebtedness incurred to refinance, in whole or in part, Indebtedness under
the New Company Subordinated Notes if the terms and conditions thereof are
not less favorable, taken as a whole, to the obligor thereon or to the
Lenders than the Indebtedness being refinanced and the average life to
maturity thereof is
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greater than or equal to that of the Indebtedness being refinanced;
provided, such Indebtedness permitted under the immediately preceding
clause (ii) above shall (A) not include Indebtedness of an obligor that was
not an obligor with respect to the Indebtedness being refinanced, (B) not
exceed in principal amount (or accreted value, in the case of any such
refinancing Indebtedness issued with a discount) of the Indebtedness
(including the amount of interest and principal (and premium, if any))
being refinanced plus the amount of customary underwriting discounts,
financing fees and commissions and other reasonable costs and expenses
associated with the issuance thereof, (C) be subordinated to the
Obligations on terms which are not less favorable, taken as a whole, to the
Lenders than the corresponding terms of the Indebtedness being refinanced
and (D) not be incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom;"
(b) Section 6.1 of the Credit Agreement is hereby further amended by
deleting Section 6.1(m) in its entirety and replacing it with the following:
"(m) Permitted Seller Notes (i) issued by Holdings as consideration in
Permitted Acquisitions; provided, that the aggregate principal amount of
such Permitted Seller Notes issued by Holdings shall not exceed
$17,500,000; and (ii) issued by Company as consideration in Permitted
Acquisitions; provided, that the aggregate principal amount of such
Permitted Seller Notes issued by Company shall not exceed $7,500,000;"
(c) Section 6.1 of the Credit Agreement is hereby further amended by
deleting the word "and" at the conclusion of Section 6.1(r), deleting "." at the
conclusion of Section 6.1(s) and replacing it with "; and", and by adding the
following Section 6.1(t):
"(t) the guaranty by Holdings of Indebtedness of Company pursuant to
the New Company Subordinated Notes; provided, that such guaranty is
unsecured and subordinated to the Obligations."
(d) Section 6.5 of the Credit Agreement is hereby amended by deleting
the word "and" at the conclusion of Section 6.5(l), deleting "." at the
conclusion of Section 6.5(m) and replacing it with "; and", and by adding the
following Section 6.5(n):
"(n) Holdings and Company may make the Restricted Junior Payments
contemplated in connection with the Holdings IPO and the New Company
Subordinated Notes, as set forth in Section 2.13(c) and 2.13(d)."
(e) Section 6.7 of the Credit Agreement is hereby amended by deleting
Section 6.7(m) in its entirety and replacing it with the following:
"(m) other Investments in an aggregate amount not to exceed at any
time $6,000,000."
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(f) Section 6.8 of the Credit Agreement is hereby amended by deleting
Sections 6.8(a) through and including Section 6.8(e) in their entirety and
replacing them with the following:
"(a) Interest Coverage Ratio. Company shall not permit the Interest
Coverage Ratio as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending December 31, 2001 to be less than the correlative
ratio indicated:
INTEREST
FISCAL QUARTER COVERAGE RATIO
-------------- --------------
December 31, 2001 2.00:1.00
March 31, 2002 2.00:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.00:1.00
December 31, 2002 2.25:1.00
March 31, 2003 2.25:1.00
June 30, 2003 2.25:1.00
September 30, 2003 2.25:1.00
December 31, 2003 2.50:1.00
March 31, 2004 2.50:1.00
June 30, 2004 2.75:1.00
September 30, 2004 2.75:1.00
December 31, 2004 3.00:1.00
and thereafter
(b) Fixed Charge Coverage Ratio. Company shall not permit the Fixed
Charge Coverage Ratio as of the last day of any Fiscal Quarter, beginning
with the Fiscal Quarter ending December 31, 2001, to be less than the
correlative ratio indicated:
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FIXED CHARGE
FISCAL QUARTER COVERAGE RATIO
-------------- --------------
December 31, 2001 1.10:1.00
and thereafter
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(c) Leverage Ratio. Company shall not permit the Leverage Ratio as of
the last day of any Fiscal Quarter, beginning with the Fiscal Quarter
ending December 31, 2001, to exceed the correlative ratio indicated:
FISCAL LEVERAGE
QUARTER RATIO
------- --------
December 31, 2001 4.50:1.00
March 31, 2002 4.50:1.00
June 30, 2002 4.25:1.00
September 30, 2002 4.00:1.00
December 31, 2002 4.00:1.00
March 31, 2003 3.75:1.00
June 30, 2003 3.75:1.00
September 30, 2003 3.50:1.00
December 31, 2003 3.50:1.00
March 31, 2004 3.25:1.00
June 30, 2004 3.25:1.00
September 30, 2004 3.00:1.00
December 31, 2004 2.75:1.00
March 31, 2005 2.75:1.00
June 30, 2005 2.50:1.00
September 30, 2005 2.25:1.00
and thereafter
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(d) Senior Leverage Ratio. Company shall not permit the Senior
Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the
Fiscal Quarter ending December 31, 2001, to exceed the correlative ratio
indicated:
SENIOR
FISCAL QUARTER LEVERAGE RATIO
-------------- --------------
December 31, 2001 2.50:1.00
March 31, 2002 2.25:1.00
June 30, 2002 2.00:1.00
September 30, 2002 2.00:1.00
December 31, 2002 2.00:1.00
March 31, 2003 2.00:1.00
June 30, 2003 1.75:1.00
September 30, 2003 1.75:1.00
December 31, 2003 1.50:1.00
March 31, 2004 1.50:1.00
June 30, 2004 1.50:1.00
September 30, 2004 1.50:1.00
December 31, 2004 1.25:1.00
March 31, 2005 1.25:1.00
June 30, 2005 1.25:1.00
September 30, 2005 1.25:1.00
December 31, 2005 1.00:1.00
and thereafter
(e) Maximum Consolidated Capital Expenditures. Holdings shall not, and
shall not permit its Subsidiaries to, make or incur Consolidated Capital
Expenditures, in any Fiscal Year beginning with the Fiscal Year 2001, in an
aggregate amount for Holdings and its Subsidiaries in excess of the
following:
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Maximum Consolidated
Fiscal Year Capital Expenditures
----------- --------------------
Fiscal Year 2001 and in any $20,000,000
Fiscal Year prior to the
consummation of the
Holdings IPO
In any Fiscal Year (other $22,000,000
than Fiscal Year 2001) after
the consummation of the
Holdings IPO
; provided, that 50% of any unutilized amount for any Fiscal Year may be
utilized in the next succeeding Fiscal Year, but in no event shall any
amount from any Fiscal Year prior to the immediately preceding Fiscal Year
be utilized in the calculations of the foregoing."
(g) Section 6.9 of the Credit Agreement is hereby amended by deleting
Section 6.9(h) in its entirety and replacing it with the following:
"(h) Permitted Acquisitions, the consideration for which constitutes
(i) $10,000,000 or less in the aggregate from the Closing Date through the
end of the fourth Fiscal Quarter of Fiscal Year 2000, (ii) $25,000,000 or
less in the aggregate in Fiscal Year 2001, and (iii) $30,000,000 or less in
the aggregate in any Fiscal Year thereafter; provided, that $5,000,000 of
any unutilized amount for any Fiscal Year may be utilized in the next
immediately succeeding Fiscal Year (but not in any Fiscal Years
thereafter); provided, further, however, that with respect to any
acquisition the consideration of which is (i) prior to the consummation of
the Holdings IPO, greater than $7,500,000 and (ii) after the consummation
of the Holdings IPO, greater than $12,500,000, Company shall not make such
acquisition without the prior consent of Administrative Agent and
Syndication Agent, such consent not to be unreasonably withheld;"
D. AMENDMENTS TO SECTION 8: EVENTS OF DEFAULT.
Section 8.1 of the Credit Agreement is hereby amended by deleting
Section 8.1(f) and 8.1(g) in their entirety and replacing them with the
following:
"(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court
of competent jurisdiction shall enter a decree or order for relief in
respect of Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries) in an involuntary case under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect, which decree or order is not stayed; or any other similar relief
shall be granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against Holdings or any of its
Subsidiaries (other than Immaterial Subsidiaries) under the Bankruptcy Code
or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect; or a decree or order of a court having
13
jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers
over Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries), or over all or a substantial part of its property, shall
have been entered; or there shall have occurred the involuntary appointment
of an interim receiver, trustee or other custodian of Holdings or any of
its Subsidiaries (other than Immaterial Subsidiaries) for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries), and any such event described in this clause (ii) shall
continue for sixty (60) days without having been dismissed, bonded or
discharged; or
(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Holdings
or any of its Subsidiaries (other than Immaterial Subsidiaries) shall have
an order for relief entered with respect to it or shall commence a
voluntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such
law, or shall consent to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of its
property; or Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries) shall make any assignment for the benefit of creditors; or
(ii) Holdings or any of its Subsidiaries (other than Immaterial
Subsidiaries) shall be unable, or shall fail generally, or shall admit in
writing its inability, to pay its debts as such debts become due; or the
board of directors (or similar governing body) of Holdings or any of its
Subsidiaries (other than Immaterial Subsidiaries) (or any committee
thereof) shall adopt any resolution or otherwise authorize any action to
approve any of the actions referred to herein or in Section 8.1(f); or"
SECTION II. CONDITIONS PRECEDENT TO EFFECTIVENESS
The effectiveness of the amendments set forth at Section I hereof are
subject to the satisfaction, or waiver, of the following conditions on or before
the date hereof (the "SECOND AMENDMENT CLOSING DATE"):
(a) The Company, Holdings and Requisite Lenders shall have indicated
their consent by the execution and delivery of the signature pages hereof to the
Agent.
(b) Company shall have received net proceeds from the New Company
Subordinated Notes of not less than $147,000,000 and such proceeds shall have
been applied as contemplated by this Second Amendment.
(c) The Agent shall have received a certificate from an officer of the
Company stating that as of the Second Amendment Closing Date, the
representations and warranties contained in Section III herein and in the other
Credit Documents are true, correct and complete in all respects on and as of the
Second Amendment Closing Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties
14
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.
(d) The Agent shall have received a certificate from an officer of the
Company stating that as of the Second Amendment Closing Date, no event has
occurred and is continuing that would constitute an Event of Default or a
Default.
(e) The Agent shall have received a certificate from an officer of the
Company demonstrating that as of the Second Amendment Closing Date, the ratio of
total net debt of the Company (defined as Consolidated Total Debt less Company's
Cash on hand as of the Second Amendment Closing Date) to pro forma Consolidated
Adjusted EBITDA of the Company for the twelve month period ending September 30,
2001 (which for purposes of this ratio shall be $89,000,000) shall not exceed
3.75:1.00.
(f) Company shall have paid all fees and other amounts due and payable
on or prior to the Second Amendment Closing 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.
(g) 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.
SECTION III. REPRESENTATIONS AND WARRANTIES
A. CORPORATE POWER AND AUTHORITY. Each Credit Party has all requisite
corporate power and authority to enter into this Second 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
Second 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 Second Amendment and the performance by each Credit Party of the Credit
Agreement and the other 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
15
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 Second 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 Second 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 Second 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 Second 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 Second
Amendment that would constitute an Event of Default or a Default.
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
16
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 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 Second Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Second 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 Second Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Credit
Agreement, this Second 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 Second 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 Second 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 Second Amendment and (ii) nothing in the Credit Agreement, this
Second 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.
SECTION V. MISCELLANEOUS
A. BINDING EFFECT. This 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
17
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 Second 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 Amendment.
D. EFFECT ON CREDIT AGREEMENT. Except as specifically amended by this
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
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 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. COUNTERPARTS. This 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 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.]
18
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 EMERGENCY CLINIC, P.C.
ANIMAL CLINIC OF SANTA ▇▇▇▇, INC.
BEAUMONT VETERINARY ASSOCIATES, P.C.
BERLA, INC.
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, INC.
▇▇▇▇ ANIMAL HOSPITAL, INC.
GOLDEN MERGER CORPORATION
H.B. ANIMAL CLINICS, INC.
HOWELL BRANCH ANIMAL HOSPITAL, P.A.
HIGHLANDS ANIMAL HOSPITAL, , INC.
LAKE ▇▇▇▇▇▇▇ VETERINARY CLINIC, INC.
LAKEWOOD ANIMAL HOSPITAL, INC.
▇▇▇▇▇▇▇ VETERINARY HOSPITAL, INC.
▇▇▇▇▇▇▇▇▇ VETERINARY CLINIC, 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.
OAK HILL VETERINARY HOSPITAL, INC.
OLD TOWN VETERINARY HOSPITAL, INC.
PET PRACTICE (MASSACHUSETTS), INC.
PETS' RX, INC.
PETS' RX NEVADA, INC.
PPI OF PENNSYLVANIA, INC.
PRINCETON ANIMAL HOSPITAL, INC.
PROFESSIONAL VETERINARY SERVICES, INC.
RIVIERA ANIMAL HOSPITAL, INC.
▇▇▇▇▇▇▇▇▇ BLVD. ANIMAL HOSPITAL, INC.
S-2
ROSSMOOR - EL DORADO ANIMAL HOSPITAL, INC.
ROSSMOOR CENTER ANIMAL CLINIC, INC.
SAN ▇▇▇▇▇▇▇ ANIMAL CLINIC
SILVER SPUR ANIMAL HOSPITAL, INC.
SOUTH COUNTY VETERINARY CLINIC, INC.
SPANISH RIVER ANIMAL HOSPITAL, INC.
TAMPA ANIMAL MEDICAL CENTER, INC.
THE PET PRACTICE (FLORIDA), INC.
THE PET PRACTICE (ILLINOIS), INC.
THE PET PRACTICE (MASSACHUSETTS), INC.
THE PET PRACTICE OF MICHIGAN, 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 ANIMAL HOSPITAL WEST, INC.
VCA APAC ANIMAL HOSPITAL, INC.
VCA - ▇▇▇▇▇, INC.
VCA BAY AREA 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.
VCA GOLDEN COVE ANIMAL HOSPITAL, INC.
S-3
VCA GREATER SAVANNAH ANIMAL HOSPITAL, INC.
VCA HOWELL BRANCH ANIMAL HOSPITAL, NC.
VCA INFORMATION SYSTEMS, INC.
VCA KANEOHE ANIMAL HOSPITAL, INC.
VCA LAKESIDE ANIMAL HOSPITAL, INC.
VCA LAMB AND ▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇▇▇ ANIMAL HOSPITAL, INC.
VCA ▇▇▇▇▇ ANIMAL HOSPITAL, NC.
VCA MARINA ANIMAL HOSPITAL, NC.
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.
SPECIALTY PET PRODUCTS, INC.
VCA SQUIRE ANIMAL HOSPITAL, INC.
VCA ST. PETERSBURG ANIMAL HOSPITAL, INC.
VCA TEXAS MANAGEMENT, INC.
VCA WYOMING ANIMAL HOSPITAL, INC.
VETERINARY HOSPITALS, INC.
WEST LOS ANGELES VETERINARY MEDICAL GROUP, INC.
WESTWOOD DOG & CAT HOSPITAL
W.E. ▇▇▇▇▇▇▇▇, D.V.M., WORTH ANIMAL
HOSPITAL, CHARTERED
S-4
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, D.V.M., 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
S-5
ANIMAL CENTER, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
ASSOCIATES IN PET CARE, S.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
KIRKWOOD ANIMAL HOSPITAL - LEA M.E. ▇▇▇▇▇,
V.M.D., P.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
MAIN STREET SMALL ANIMAL HOSPITAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
SOUTHEAST AREA VETERINARY MEDICAL CENTER, P.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
S-6
VCA ASSOCIATE ANIMAL HOSPITAL, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
VCA HERITAGE ANIMAL HOSPITAL, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
TOMS RIVER VETERINARY HOSPITAL, P.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:
Title:
S-7
SOLE SYNDICATION AGENT,
SOLE LEAD ARRANGER,
AND A LENDER: ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.,
By: /s/
Authorized Signatory
S-8
ADMINISTRATIVE AGENT,
COLLATERAL AGENT
AND A LENDER: ▇▇▇▇▇ FARGO BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ St. Geme
Name: ▇▇▇▇▇▇▇ St. Geme
Title: Vice President
S-9
