0001188112-08-000474 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS
Credit Agreement and Loan Documents • February 25th, 2008 • Pet DRx CORP • Agricultural services

This First Amendment to Credit Agreement and Loan Documents (this “Amendment”) is dated as of February 19, 2008 by and among FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership (“Lender”) and (i) XLNT VETERINARY CARE, INC., a Delaware corporation (“Lead Borrower”); (ii) ADLER VETERINARY GROUP, INC., a California corporation, ANIMAL CLINIC OF YUCCA VALLEY, INC., a California corporation, ANIMAL EMERGENCY CLINIC OF THE DESERT, INC., a California corporation, ANIMAL MEDICAL HOSPITAL, INC., a California corporation, BONITA PET HOSPITAL, INC., a California corporation, BRENTWOOD PET CLINIC, INC., a California corporation, ELDORADO ANIMAL HOSPITAL, INC., a California corporation, JERAULD L. WOODRING, INC., a California corporation, LAWRENCE PET HOSPITAL, INC., a California corporation, MCCONNELL & FENTON CORPORATION, a California corporation, RAINBOW HAWK, INC., a California corporation, SAN CARLOS VETERINARY HOSPITAL, INC., a California corporation, SOUTH BAY VETERINARY

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SECOND AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS
Credit Agreement and Loan Documents • February 25th, 2008 • Pet DRx CORP • Agricultural services

This Second Amendment to Credit Agreement and Loan Documents (this “Amendment”) is dated as of February 19, 2008 by and between FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership (“Lender”) and XLNT VETERINARY CARE, INC., a Delaware corporation (“Borrower”).

SECURITY AGREEMENT
Security Agreement • February 25th, 2008 • Pet DRx CORP • Agricultural services

PET DRX CORPORATION, a Delaware Corporation, BAY AREA VETERINARY SPECIALIST, INC., a California corporation and BRADSHAW VETERINARY CLINIC, INC., a California corporation (jointly and severally, individually and collectively, “Debtor”),

GUARANTY
Guaranty • February 25th, 2008 • Pet DRx CORP • Agricultural services • New York

THIS UNLIMITED GUARANTY (“Guaranty”) is made as of this 19th day of February, 2008 in favor of FIFTH STREET MEZZANINE PARTNERS II, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”) by PET DRX CORPORATION, a Delaware corporation (“Guarantor”).

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