EXHIBIT 10.1
VCA ANTECH, INC.
FIFTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
This FIFTH AMENDMENT, dated as of October 24, 2002 (this "FIFTH
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, Holdings desires to make a voluntary prepayment on the Holdings
Senior Notes in an amount of $30,000,000;
WHEREAS, Company desires to make a voluntary prepayment on the Senior
Subordinated Notes in an amount of $15,000,000;
WHEREAS, the Company desires to draw up to $25,000,000 of New Tranche
Term C Loans pursuant to Section 2.1(d) of the Credit Agreement in connection
with the $30,000,000 voluntary prepayment of the Holdings Senior Notes and the
$15,000,000 voluntary prepayment of the Senior Subordinated Notes; and
WHEREAS, Holdings and Company have requested that Requisite Lenders
agree to make certain amendments to the Credit Agreement to permit the
$30,000,000 voluntary prepayment of the Holdings Senior Notes and the
$15,000,000 prepayment of the Senior Subordinated Notes.
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.
Section 1.1 of the Credit Agreement is hereby amended by adding thereto
the following definitions in proper alphabetical order:
"FIFTH AMENDMENT" means that certain Fifth Amendment to Credit and
Guaranty Agreement dated as of October 24, 2002 by and among the Company,
Holdings, the Guarantors and the Lenders and Agents party thereto.
"FIFTH AMENDMENT EFFECTIVE DATE" shall have the meaning ascribed to that
term in Section II of the Fifth Amendment.
B. AMENDMENTS TO SECTION 2.
(a) Section 2.5 of the Credit Agreement is hereby amended by deleting it
in its entirety and substituting the following:
"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
New Tranche C Term Loans made on the Fifth Amendment Effective Date shall be
applied by Holdings and the Company to make voluntary prepayments on the
Holdings Senior Notes and the Senior Subordinated Notes. 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."
(b) Section 2.11 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:
TRANCHE C TERM LOAN
FISCAL QUARTER ENDING INSTALLMENTS
-------------------------- --------------------
December 31, 2002 $420,310
March 31, 2003 $420,310
June 30, 2003 $420,310
Page 2
September 30, 2003 $420,310
December 31, 2003 $420,310
March 31, 2004 $420,310
June 30, 2004 $420,310
September 30, 2004 $420,310
December 31, 2004 $420,310
March 31, 2005 $420,310
June 30, 2005 $420,310
September 30, 2005 $420,310
December 31, 2005 $420,310
March 31, 2006 $420,310
June 30, 2006 $420,310
September 30, 2006 $420,310
December 31, 2006 $20,122,301
March 31, 2007 $20,122,301
June 30, 2007 $20,122,301
September 30, 2007 $20,122,301
December 31, 2007 $20,122,301
March 31, 2008 $20,122,301
June 30, 2008 $20,122,301
September 30, 2008 $20,122,290
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, 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."
C. AMENDMENTS TO SECTION 6.
(a) Section 6.5 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the conclusion of Section 6.5(m); (ii) deleting the
"." at the conclusion of Section 6.5(n) and replacing it with a ";" and (iii)
adding a new Section 6.5(o) and a new Section 6.5(p) at the conclusion thereof
as follows:
"(o) Notwithstanding Section 6.5(c) or any of the foregoing to the
contrary, on the Fifth Amendment Effective Date (i) Company may make
Restricted Junior Payments to Holdings to the extent required to enable
Holdings to make a voluntary prepayment in respect of the Holdings
Senior Notes in an amount not to exceed $30,000,000 plus (y) $297,082 of
accrued interest as of the date hereof and (z) a prepayment premium not
to exceed $3,000,000 and (ii) Holdings may make such voluntary
prepayment in respect of the Holdings Senior Notes in an amount not to
exceed $30,000,000 plus a prepayment premium not to exceed $3,000,000;
PROVIDED that at the time of such Restricted Payment pursuant to this
clause (o) and immediately after giving
Page 3
effect thereto, no Event of Default shall have occurred and be
continuing under Section 8.1(a), Section 8.1(c) or Section 8.1(e); and
(p) Notwithstanding Section 6.5(b) or any of the foregoing to the
contrary, on the Fifth Amendment Effective Date Company may make a
voluntary prepayment in respect of the Senior Subordinated Notes in an
amount not to exceed $15,000,000 plus (y) $129,374 of accrued interest
as of the date hereof and (z) a prepayment premium not to exceed
$1,500,000."
(b) Section 6.8 of the Credit Agreement is hereby amended by deleting
Section 6.8(d) in its entirety and replacing it with the following:
"(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, 2002, to exceed the correlative
ratio indicated:
SENIOR
FISCAL QUARTER LEVERAGE RATIO
--------------------- ---------------
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 1.75:1.00
March 31, 2004 1.75:1.00
June 30, 2004 1.50:1.00
September 30, 2004 1.50:1.00
December 31, 2004 1.50:1.00
March 31, 2005 1.50:1.00
June 30, 2005 1.25:1.00
September 30, 2005 1.25:1.00
December 31, 2005 1.00:1.00"
and thereafter
Page 4
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 "FIFTH 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) Company shall have paid all fees and other amounts due and payable
on or prior to the Fifth 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.
(c) Each Credit Party shall have obtained all material consents
necessary or advisable in connection with the transaction contemplated by this
Fifth Amendment.
(d) The Agent shall have received a certificate from an officer of the
Company stating that as of the Fifth 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 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.
(e) The Agent shall have received a certificate from an officer of the
Company stating that as of the Fifth Amendment Effective Date, no event has
occurred and is continuing that would constitute an Event of Default or a
Default.
(f) The Company shall have received an amount not to exceed $25,000,000
of proceeds from New Tranche C Term Loans pursuant to Section 2.1(d) of the
Credit Agreement.
(g) The Agent shall have received originally executed copies of opinions
of counsel for the Credit Parties, in form and substance satisfactory to Agent,
dated as of the Fifth Amendment Effective Date.
(h) 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 Fifth Amendment and to carry
out the
Page 5
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 Fifth
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
Fifth 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 Fifth 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 Fifth 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 Fifth 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).
Page 6
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 Fifth 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 Fifth
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 Fifth Amendment and
consents to the amendment of the Credit Agreement effected pursuant to this
Fifth 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 Fifth Amendment. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Credit
Agreement, this Fifth 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 Fifth
Page 7
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 Fifth
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 Fifth Amendment and (ii) nothing in
the Credit Agreement, this Fifth 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 Fifth 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 Fifth 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 Fifth Amendment.
D. EFFECT ON CREDIT AGREEMENT. Except as specifically amended by this
Fifth 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 Fifth
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.
Page 8
G. APPLICABLE LAW. THIS FIFTH 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 Fifth 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 Fifth 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 9
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:
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:
Page 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:
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: /S/ ▇▇▇▇ ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: ASSISTANT TREASURER
Page S-10
BALLYROCK CDO I LIMITED
BY: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VICE PRESIDENT
Page S-11
CLYDESDALE CLO 2001-1, LTD.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Page S-12
CASCADE
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: ASST. VICE PRESIDENT
Page ▇-▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
BY: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
Page S-14
▇▇▇▇▇▇ HIGH YIELD CDO
BY: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
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:
----------------------------------------
Name:
Title:
Page S-17
FLAGSHIP CLO II
BY:
----------------------------------------
Name:
Title:
Page S-18
GENERAL ELECTRIC CAPITAL CORPORATION
BY:
----------------------------------------
Name:
Title:
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:
----------------------------------------
Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ FUNDING LLC
BY:
----------------------------------------
Name:
Title:
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:
----------------------------------------
Name:
Title:
Page S-26
MOUNTAIN CAPITAL CLO I, LTD.
BY: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: DIRECTOR
Page S-27
MOUNTAIN CAPITAL CLO II, LTD.
BY: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: DIRECTOR
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
ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC
as its Investment manager
BY: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
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: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: VICE PRESIDENT
BY: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: ASSISTANT VICE PRESIDENT
Page S-32
NEW YORK LIFE INSURANCE AND ANNUITY
COPORATION
By: New York Life Investment Management,
LLC,
Its Investment Manager
BY: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: VICE PRESIDENT
Page S-33
NOMURA BOND & LOAN FUND
BY:
----------------------------------------
Name:
Title:
Page S-34
▇▇▇▇▇▇▇▇▇▇▇ 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: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: SENIOR VICE PRESIDENT
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 & PORTFOLIO
MANAGER
Page S-39
SIERRA CLO I, LTD.
BY:
----------------------------------------
Name:
Title:
Page S-40
THE PRUDENTIAL INSURANCE CO.
BY:
----------------------------------------
Name:
Title:
Page ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇) INC.
BY:
----------------------------------------
Name:
Title:
Page S-42
