EXHIBIT 4.15
VCA ANTECH, INC.
SIXTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
This SIXTH AMENDMENT, dated as of December 20, 2002 (this "SIXTH
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 and 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 and its Subsidiaries desire from time to time to purchase
any or all of the Capital Stock in any of the Permitted Partially-Owned
Subsidiaries not currently owned by Company or any of its Subsidiaries; and
WHEREAS, Company and its Subsidiaries have requested that Requisite Lenders
agree to make certain amendments to the Credit Agreement to permit the purchase
of any or all of the Capital Stock in any of the Permitted Partially-Owned
Subsidiaries not currently owned by Company or any of its Subsidiaries.
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:
"SIXTH AMENDMENT" means that certain Sixth Amendment to Credit and
Guaranty Agreement dated as of [ ], 2002 by and among the Company,
Holdings, the Guarantors and the Lenders and Agents party thereto.
"SIXTH AMENDMENT EFFECTIVE DATE" shall have the meaning ascribed to
that term in Section II of the Sixth Amendment.
(b) Section 1.1 of the Credit Agreement is hereby further amended by
amending the definition of "PERMITTED ACQUISITION" in its entirety and
substituting therefor the following:
"PERMITTED ACQUISITION" means any acquisition by Company or any of its
Subsidiaries, whether by purchase, merger or otherwise, of (y) all or
substantially all of the assets of, or 51% or more of the Capital Stock of,
or a business line or unit or a division of, any Person or (z) any
additional portion, or all, of the Capital Stock of any Permitted
Partially-Owned Subsidiary; 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;
Page 2
(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
(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. B.
AMENDMENTS TO SECTION 6.
(a) Section 6.1(p) of the Credit Agreement is hereby amended by deleting
Section 6.1(p) in its entirety and replacing it with the following:
"(p) Indebtedness of Company or any of its Subsidiaries to a Person to
the extent incurred in connection with a Permitted Acquisition of a portion
or all of the Capital Stock of a Permitted Partially-Owned Subsidiary and
any guaranty of such Indebtedness by Holdings, in an aggregate principal
amount not to exceed at any time outstanding $2,500,000;"
(b) Section 6.5(g) of the Credit Agreement is hereby amended by deleting
Section 6.5(g) in its entirety and replacing it with the following:
"(g) Company and any of its Subsidiaries may issue Indebtedness
pursuant to Section 6.1(p) and may make regularly scheduled payments in
respect of such Indebtedness and Company and its Subsidiaries may make
Restricted Junior Payments to make a Permitted Acquisition of a portion or
all of the Capital Stock of a Permitted Partially-Owned Subsidiary;
provided that (i) the aggregate amount of such Restricted Junior Payments
do not exceed $750,000 in any Fiscal Year, and (ii) the aggregate principal
amount of any such Indebtedness outstanding pursuant to Section 6.1(p) does
not exceed at any time $2,500,000 in the aggregate;"
Page 3
(c) Section 6.5 of the Credit Agreement is hereby further amended by (i)
deleting the word "and" at the conclusion of Section 6.5(o); (ii) deleting the
"." at the conclusion of Section 6.5(p) and replacing it with "; and" and (iii)
adding a new Section 6.5(q) at the conclusion thereof as follows:
"(q) Company or any of its Subsidiaries may purchase any additional
portion, or all, of the Capital Stock of any Permitted Partially-Owned
Subsidiary in accordance with Section 6.9(h)."
(d) 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
$30,000,000 or less in the aggregate in any Fiscal Year; 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 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.
In addition, with respect to Permitted Acquisitions of any additional
portion or all of the Capital Stock in any of the Permitted Partially-Owned
Subsidiaries the consideration shall not exceed $2,500,000 in the aggregate
in any Fiscal Year; PROVIDED, that all Permitted Acquisitions of any
additional portion or all of the Capital Stock in any of the Permitted
Partially-Owned Subsidiaries shall reduce the $30,000,000 amount set forth
above on a dollar for dollar basis."
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 "SIXTH AMENDMENT EFFECTIVE DATE"):
(a) Company, Holdings and Requisite Lenders shall have indicated their
consent by the execution and delivery of the signature pages hereof to the
Administrative Agent.
(b) Each Credit Party shall have obtained all material consents necessary
or advisable in connection with the transaction contemplated by this Sixth
Amendment.
(c) The Agent shall have received a certificate from an officer of the
Company stating that as of the Sixth Amendment Effective 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
that date, except to the extent such representations and
Page 4
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.
(d) The Agent shall have received a certificate from an officer of the
Company stating that as of the Sixth Amendment Effective Date, no event has
occurred and is continuing that would constitute an Event of Default or a
Default.
(e) 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 Sixth 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 Sixth
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
Sixth 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 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 Sixth Amendment Closing Date.
Page 5
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 Sixth
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 Sixth 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 Sixth 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 Sixth 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 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 Sixth Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Sixth 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
Page 6
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 Sixth Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Credit
Agreement, this Sixth 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 Sixth 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 Sixth 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 Sixth Amendment and (ii) nothing in the Credit Agreement, this
Sixth 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 Sixth 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 Sixth 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
Page 7
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by this Sixth Amendment.
D. EFFECT ON CREDIT AGREEMENT. Except as specifically amended by this Sixth
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 Sixth
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 SIXTH 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.
I. COUNTERPARTS. This Sixth 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 Sixth 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 8
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
and Assistant Secretary
Page S-5
ANIMAL CENTER, INC.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
ASSOCIATES IN PET CARE, S.C.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
KIRKWOOD ANIMAL HOSPITAL - LEA M.E. ▇▇▇▇▇,
V.M.D., P.A.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
MAIN STREET SMALL ANIMAL HOSPITAL, INC.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
SOUTHEAST AREA VETERINARY MEDICAL
CENTER, P.C.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
Page S-6
VCA ASSOCIATE ANIMAL HOSPITAL, L.P.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
VCA HERITAGE ANIMAL HOSPITAL, L.P.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
TOMS RIVER VETERINARY HOSPITAL, P.A.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
Page S-7
SOLE SYNDICATION AGENT,
CO-LEAD ARRANGER,
AND LENDER: ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P.,
BY: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Authorized Signatory
Page S-8
ADMINISTRATIVE AGENT,
COLLATERAL AGENT, CO-
LEAD ARRANGER,
AND LENDER: ▇▇▇▇▇ FARGO BANK, N.A.
BY: /S/ S. ▇▇▇▇▇▇▇ ST. GEME
----------------------------------------
Name: S. ▇▇▇▇▇▇▇ St. Geme
Title: Vice President
Page S-9
LENDERS: 1888 FUND, LTD.
BY:
----------------------------------------
Name:
Title:
Page S-10
BALLYROCK CDO I LIMITED
BY:
----------------------------------------
Name:
Title:
Page S-11
CLYDESDALE CLO 2001-1, LTD.
BY:
----------------------------------------
Name:
Title:
Page S-12
CASCADE
BY: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
BY: /S/ ▇.▇. ▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇.▇. ▇▇ ▇▇▇▇▇▇
Title: DIRECTOR
BY: /S/ ▇.▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇.▇. ▇▇▇▇▇▇▇
Title: VICE PRESIDENT
Page S-14
▇▇▇▇▇▇ HIGH YIELD CDO
BY:
----------------------------------------
Name:
Title:
Page S-15
ELF FUNDING TRUST III
By: New York Life Investment Management, LLC
As Attorney-in-Fact
BY:
----------------------------------------
Name:
Title:
Page S-16
FLAGSHIP CLO 2001-1
By: Flagship Capital Management
BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Page S-17
FLAGSHIP CLO II
By: Flagship Capital Management
BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
Page S-18
GENERAL ELECTRIC CAPITAL CORPORATION
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Risk Manager
GENERAL ELECTRIC CAPITAL CORPORATION
by and through its Commercial Finance Group
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Duly Authorized Signatory
Page S-19
GOLDENTREE HIGH YIELD OPPORTUNITIES II, L.P.
BY:
----------------------------------------
Name:
Title:
Page S-20
SANKATY ADVISORS, LLC as Collateral Manager
for GREAT POINT CLO 1999-1 LTD., as Term
Lender
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Page ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ FUNDING LLC
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Asst. Vice President
Page S-22
HARBOUR VIEW CLO IV
BY:
----------------------------------------
Name:
Title:
Page S-23
ING PRIME RATE TRUST
By: ING Investments, LLC
as its Investment manager
BY:
----------------------------------------
Name:
Title:
Page S-24
ING SENIOR INCOME FUND
By: ING Investments, LLC
as its Investment manager
BY:
----------------------------------------
Name:
Title:
Page S-25
LONG LANE MASTER TRUST IV
By: Fleet National Bank as Trust
Administrator
BY: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
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:
----------------------------------------
Name:
Title:
Page S-29
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC
as its Investment manager
BY:
----------------------------------------
Name:
Title:
Page S-30
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF
▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL SERVICES
BY: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Page S-31
NATEXIS BANQUES POPULAIRES
(f/k/a Natexis Banque) New York Branch
BY:
----------------------------------------
Name:
Title:
BY:
----------------------------------------
Name:
Title:
Page S-32
NEW YORK LIFE INSURANCE AND ANNUITY
COPORATION
By: New York Life Investment Management,
LLC,
Its Investment Manager
BY:
----------------------------------------
Name:
Title:
Page S-33
NOMURA BOND & LOAN FUND
BY:
----------------------------------------
Name:
Title:
Page S-34
OPPENHEIMER SENIOR FLOATING RATE FUND
BY:
----------------------------------------
Name:
Title:
Page S-35
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD,
By: ING Investments, LLC
as its Investment manager
BY:
----------------------------------------
Name:
Title:
Page S-36
SANKATY ADVISORS, LLC as Collateral Manager
for RACE POINT CLO, LIMITED, as Term Lender
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Page S-37
SANKATY HIGH YIELD PARTNERS III, L.P.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
Page S-38
▇▇▇▇▇ ▇▇▇ FLOATING RATE LIMITED
LIABILITY COMPANY
By: ▇▇▇▇▇ ▇▇▇ & Farnham Incorporated,
As Advisor
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Sr. Vice President and
Portfolio Manager
Page S-39
SIERRA CLO I, LTD.
BY: /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer
Centre Pacific LLC, Manager
Page S-40
THE PRUDENTIAL INSURANCE CO.
BY:
----------------------------------------
Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) INC.
BY:
----------------------------------------
Name:
Title:
Page S-42
MONUMENT CAPITAL LTD., AS ASSIGNEE
BY: ALLIANCE CAPITAL MANGEMENT L.P.,
AS INVESTMENT MANAGER
BY: ALLIANCE CAPITAL MANGEMENT CORPORATION,
AS GENERAL PARTNER
BY: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
NEW ALLIANCE GLOBAL CDO, LIMITED
BY: ALLIANCE CAPITAL MANGEMENT L.P.,
AS SUB-ADVISOR
BY: ALLIANCE CAPITAL MANGEMENT CORPORATION,
AS GENERAL PARTNER
BY: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
SANKATY ADVISORS, LLC, AS COLLATERAL
MANAGER FOR CASTLE HILL I - INGOTS, LTD,
AS TERM LENDER
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager
SANKATY ADVISORS, LLC, AS COLLATERAL
MANAGER FOR CASTLE HILL II - INGOTS, LTD,
AS TERM LENDER
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
Portfolio Manager