CREDIT AGREEMENT Dated as of June 18, 2002 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as the Agent and MWI VETERINARY SUPPLY CO., an Idaho corporation, as the BorrowerCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This CREDIT AGREEMENT, dated as of June 18, 2002, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Pasadena, California 91101, as agent for the Lenders (in its capacity as agent, the “Agent”), and MWI VETERINARY SUPPLY CO., an Idaho corporation, with offices at 2201 N. 20th Street, Nampa, Idaho 83687 (the “Borrower”).
EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
THIS EXECUTIVE STOCK AGREEMENT (this “Agreement”) is made as of June 18, 2002, by and among MWI Veterinary Supply Co. (the “Company”), MWI Holdings, Inc. (the “Holding Company”), and Jeff Danielson (“Executive”). Certain definitions are set forth in Section 9 of this Agreement.
CAPEX NOTEMWI Veterinary Supply, Inc. • April 22nd, 2005
FOR VALUE RECEIVED, the undersigned, MWI VETERINARY SUPPLY CO., an Idaho corporation and MEMORIAL PET CARE, INC., an Idaho corporation (the “Borrower”) jointly and severally promise to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION (the “Lender”) at the office of Bank of America, N.A., at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Agent (in its capacity as agent, the “Agent”) for the financial institutions from time to time parties to that certain Credit Agreement (as defined below), in lawful money of the United States of America and in immediately available funds, the principal amount of Eight Hundred Sixty-Two Thousand, Sixty-Nine Dollars ($862,069.00), or such lesser amount as may then constitute the unpaid aggregate principal amount on the Termination Date of the Loans made to the Borrowers.
CAPEX NOTEMWI Veterinary Supply, Inc. • April 22nd, 2005
FOR VALUE RECEIVED, the undersigned, MWI VETERINARY SUPPLY CO., an Idaho corporation and MEMORIAL PET CARE, INC., an Idaho corporation (the “Borrower”) jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (the “Lender”) at the office of Bank of America, N.A., at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Agent (in its capacity as agent, the “Agent”) for the financial institutions from time to time parties to that certain Credit Agreement (as defined below), in lawful money of the United States of America and in immediately available funds, the principal amount of One Million, Six Hundred Thirty-Seven Thousand, Nine Hundred Thirty-One Dollars ($1,637,931.00), or such lesser amount as may then constitute the unpaid aggregate principal amount on the Termination Date of the Loans made to the Borrowers.
STOCKHOLDERS AGREEMENTStockholders Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of June 18, 2002, by and among MWI Holdings, Inc. (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P. (“BRS”), Agri Beef Co. (“AgriBeef”), and the other parties set forth on the signature pages hereto (such other parties, collectively, the “Additional Stockholders”). Each of BRS, AgriBeef, the Additional Stockholders and their respective Permitted Transferees and any other Person executing a joinder hereto are each referred to herein as a “Stockholder” and together as the “Stockholders”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1 hereof.
MWI VETERINARY SUPPLY CO. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 19, 2003 and entered in to by and among MWI VETERINARY SUPPLY CO., an Idaho corporation (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), and is made with reference to that certain Credit Agreement dated as of June 18, 2002, and amended by that certain First Amendment to Credit Agreement dated as of August 13, 2002 (as so amended, the “Credit Agreement”), by and among the Borrower, the Lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
NOTEMWI Veterinary Supply, Inc. • April 22nd, 2005
FOR VALUE RECEIVED, the undersigned, MWI VETERINARY SUPPLY CO., an Idaho corporation, and MEMORIAL PET CARE. INC., an Idaho corporation (the “Borrowers”) joint and severally promise to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION (the “Lender”) at the office of Bank of America, N.A., at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Agent (in its capacity as agent, the “Agent”) for the financial institutions from time to time parties to that certain Credit Agreement (as defined below), in lawful money of the United States of America and in immediately available funds, the principal amount of Twenty-Four Million, One Hundred Thirty-Seven Thousand, Nine Hundred Thirty-One Dollars ($24,137,931.00), or such lesser amount as may then constitute the unpaid aggregate principal amount on the Termination Date of the Loans made to the Borrowers.
Contract651 Stratford Lease • April 22nd, 2005 • MWI Veterinary Supply, Inc.
THIS LEASE AGREEMENT made this 20th day of June, 2003 between Rafanelli and Nahas, a California General Partnership (“Owner”), and MWI Veterinary Supply Co,, an Idaho Corporation (“Tenant”);
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 1, 2004 (this “Amendment”) by and between MWI VETERINARY SUPPLY CO. (the “Borrower”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), is made with reference to that certain Credit Agreement, dated as of June 18, 2002, by and among the Borrower, the financial institutions from time to time party thereto (the “Lenders”), and the Agent, as amended by that certain First Amendment to Credit Agreement, dated as of August 13, 2002, and that certain Second Amendment to Credit Agreement, dated as of December 19, 2003 (as so amended and as otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
NOTEMWI Veterinary Supply, Inc. • April 22nd, 2005
FOR VALUE RECEIVED, the undersigned, MWI VETERINARY SUPPLY CO., an Idaho corporation, and MEMORIAL PET CARE, INC., an Idaho corporation (the “Borrowers”), jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (the “Lender”) at the office of Bank of America, N.A., at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Agent (in its capacity as agent, the “Agent”) for the financial institutions from time to time parties to that certain Credit Agreement (as defined below), in lawful money of the United States of America and in immediately available funds, the principal amount of Forty-Five Million, Eight Hundred Sixty-Two Thousand, Sixty-Nine Dollars ($45,862,069.00), or such lesser amount as may then constitute the unpaid aggregate principal amount on the Termination Date of the Loans made to the Borrowers.
SIXTH AMENDMENT TO CREDIT AGREEMENT, CONSENTS AND WAIVERCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER, dated as of April 20, 2005 (this “Amendment”) by and among MWI VETERINARY SUPPLY CO. (the “Borrower”) and MEMORIAL PET CARE, INC. (the “Subsidiary Borrower” and collectively with the Borrower, the “Borrowers”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), is made with reference to that certain Credit Agreement, dated as of June 18, 2002, by and among the Borrowers, the financial institutions from time to time party thereto (the “Lenders”) and the Agent, as amended by that certain First Amendment to Credit Agreement, dated as of August 13, 2002, that certain Second Amendment to Credit Agreement, dated as of December 19, 2003, that certain Third Amendment to Credit Agreement, dated as of September 1, 2004, that certain Fourth Amendment to Credit Agreement, dated as of September 29, 2004, and that certain Fifth Amendment to Credit Agreement, dated as
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of August 13, 2002 (this “Amendment”) by and between MWI VETERINARY SUPPLY CO., an Idaho corporation (the “Borrower”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), is made with reference to that certain Credit Agreement, dated as of June 18, 2002 (the “Credit Agreement”), by and between the Borrower, the financial institutions from time to time party thereto (the “Lenders”), and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
SUBSIDIARY BORROWER JOINDER AGREEMENT (MEMORIAL PET CARE, INC.)Joinder Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
THIS SUBSIDIARY BORROWER JOINDER AGREEMENT (this “Joinder Agreement”) is made and entered into as of December 15, 2004 by MEMORIAL PET CARE, INC., an Idaho corporation (“Subsidiary”), and BANK OF AMERICA, N.A., as agent under the Credit Agreement (as hereinafter defined) (the “Agent”). Capitalized terms used herein without definition shall have the meanings assigned to those terms in the Credit Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 18, 2002, by and between MWI Holdings, Inc. (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P. (“BRS”), Agri Beef Co. (“AgriBeef”), the other Persons set forth on the signature pages hereto and such other Persons which become party to this Agreement (such Persons, collectively, the “Additional Stockholders”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in Section 1.
MANAGEMENT AND CONSULTING SERVICES AGREEMENTManagement and Consulting Services Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
THIS MANAGEMENT AND CONSULTING SERVICES AGREEMENT is entered into as of June 18, 2002 by and among Bruckmann, Rosser, Sherrill & Co., L.L.C., a Delaware limited liability company (“Consultant”), Agri Beef Co. (“AgriBeef”), and MWI Veterinary Supply Co., a Delaware corporation (“Company”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 28, 2005 (this “Amendment”) by and among MWI VETERINARY SUPPLY CO. and MEMORIAL PET CARE, INC. (collectively, the “Borrowers”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), is made with reference to that certain Credit Agreement, dated as of June 18, 2002, by and among the Borrowers, the financial institutions from time to time party thereto (the “Lenders”), and the Agent, as amended by that certain First Amendment to Credit Agreement, dated as of August 13, 2002, that certain Second Amendment to Credit Agreement, dated as of December 19, 2003, that certain Third Amendment to Credit Agreement, dated as of September 1, 2004, and that certain Fourth Amendment to Credit Agreement dated as of September 29, 2004 (as so amended and as otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition sha
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 28, 2004 (this “Amendment”) by and among MWI VETERINARY SUPPLY CO. (the “Borrower”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), is made with reference to that certain Credit Agreement, dated as of June 18, 2002, by and among the Borrower, the financial institutions from time to time party thereto (the “Lenders”), and the Agent, as amended by that certain First Amendment to Credit Agreement, dated as of August 13, 2002, that certain Second Amendment to Credit Agreement, dated as of December 19, 2003 and that certain Third Amendment to Credit Agreement, dated as of September 1, 2004 (as so amended and as otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
