exv10w3





EXHIBIT 10.3



EXECUTION




CREDIT
AND GUARANTY AGREEMENT




dated
as of May 16, 2005



among



VICAR OPERATING, INC.,



VCA ANTECH, INC.

(formerly known as Veterinary Centers of America, Inc.),



CERTAIN SUBSIDIARIES OF COMPANY,

as Guarantors,



VARIOUS LENDERS,



GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Lead Arranger, Joint Bookrunner and Sole Syndication Agent,



WELLS FARGO BANK, N.A.,

as Joint Lead Arranger, Joint Bookrunner and Administrative Agent



and



UNION BANK OF CALIFORNIA, N.A.,

as Documentation Agent



 



$550,000,000 Senior Secured Credit Facilities

 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	SECTION 1.
	 	DEFINITIONS AND INTERPRETATION

	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	 	1.1	 	 	Definitions

	 	 	7	 
	 	1.2	 	 	Accounting Terms

	 	 	35	 
	 	1.3	 	 	Interpretation, etc.

	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2.
	 	LOANS

	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	 	2.1	 	 	Term Loans

	 	 	35	 
	 	2.2	 	 	Revolving Loans

	 	 	37	 
	 	2.3	 	 	Swing Line Loans

	 	 	38	 
	 	2.4	 	 	Pro Rata Shares; Availability of Funds

	 	 	40	 
	 	2.5	 	 	Use of Proceeds

	 	 	41	 
	 	2.6	 	 	Evidence of Debt; Register; Lenders’ Books and Records; Notes

	 	 	41	 
	 	2.7	 	 	Interest on Loans

	 	 	42	 
	 	2.8	 	 	Conversion/Continuation

	 	 	44	 
	 	2.9	 	 	Default Interest

	 	 	44	 
	 	2.10	 	 	Fees

	 	 	45	 
	 	2.11	 	 	Scheduled Payments

	 	 	45	 
	 	2.12	 	 	Voluntary Prepayments/Commitment Reductions

	 	 	46	 
	 	2.13	 	 	Mandatory Prepayments/Commitment Reductions

	 	 	48	 
	 	2.14	 	 	Application of Prepayments/Reductions

	 	 	49	 
	 	2.15	 	 	General Provisions Regarding Payments

	 	 	50	 
	 	2.16	 	 	Ratable Sharing

	 	 	52	 
	 	2.17	 	 	Making or Maintaining Eurodollar Rate Loans

	 	 	52	 
	 	2.18	 	 	Increased Costs; Capital Adequacy

	 	 	54	 
	 	2.19	 	 	Taxes; Withholding, etc.

	 	 	55	 
	 	2.20	 	 	Obligation to Mitigate

	 	 	57	 
	 	2.21	 	 	Defaulting Lenders

	 	 	58	 
	 	2.22	 	 	Removal or Replacement of a Lender

	 	 	58	 
	 	2.23	 	 	Issuance of Letters of Credit and Purchase of Participations Therein

	 	 	59	 
	 	2.24	 	 	Incremental Facilities

	 	 	63	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3.
	 	CONDITIONS PRECEDENT

	 	 	64	 
	 	 	 	 	 
	 	 	 	 
	 	3.1	 	 	Closing Date

	 	 	64	 
	 	3.2	 	 	Conditions to Each Credit Extension

	 	 	68	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4.
	 	REPRESENTATIONS AND WARRANTIES

	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	 	4.1	 	 	Organization; Requisite Power and Authority; Qualification

	 	 	69	 
	 	4.2	 	 	Capital Stock and Ownership

	 	 	69	 
	 	4.3	 	 	Due Authorization

	 	 	69	 
	 	4.4	 	 	No Conflict

	 	 	69	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	 	4.5	 	 	Governmental Consents

	 	 	70	 
	 	4.6	 	 	Binding Obligation

	 	 	70	 
	 	4.7	 	 	Historical Financial Statements

	 	 	70	 
	 	4.8	 	 	[Reserved]

	 	 	70	 
	 	4.9	 	 	No Material Adverse Change

	 	 	70	 
	 	4.10	 	 	No Restricted Junior Payments

	 	 	70	 
	 	4.11	 	 	Adverse Proceedings, etc.

	 	 	71	 
	 	4.12	 	 	Payment of Taxes

	 	 	71	 
	 	4.13	 	 	Properties

	 	 	71	 
	 	4.14	 	 	Environmental Matters

	 	 	72	 
	 	4.15	 	 	No Defaults

	 	 	72	 
	 	4.16	 	 	Governmental Regulation

	 	 	72	 
	 	4.17	 	 	Margin Stock

	 	 	72	 
	 	4.18	 	 	Employee Matters

	 	 	73	 
	 	4.19	 	 	Employee Benefit Plans

	 	 	73	 
	 	4.20	 	 	Certain Fees

	 	 	74	 
	 	4.21	 	 	Solvency

	 	 	74	 
	 	4.22	 	 	[Reserved]

	 	 	74	 
	 	4.23	 	 	Subordination of Permitted Seller Notes

	 	 	74	 
	 	4.24	 	 	Compliance with Statutes, etc.

	 	 	74	 
	 	4.25	 	 	Disclosure

	 	 	74	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5.
	 	AFFIRMATIVE COVENANTS

	 	 	75	 
	 	 	 	 	 
	 	 	 	 
	 	5.1	 	 	Financial Statements and Other Reports

	 	 	75	 
	 	5.2	 	 	Existence

	 	 	78	 
	 	5.3	 	 	Payment of Taxes and Claims

	 	 	78	 
	 	5.4	 	 	Maintenance of Properties

	 	 	79	 
	 	5.5	 	 	Insurance

	 	 	79	 
	 	5.6	 	 	Inspections

	 	 	79	 
	 	5.7	 	 	Lenders Meetings

	 	 	80	 
	 	5.8	 	 	Compliance with Laws

	 	 	80	 
	 	5.9	 	 	Environmental

	 	 	80	 
	 	5.10	 	 	Subsidiaries

	 	 	81	 
	 	5.11	 	 	Additional Material Real Estate Assets

	 	 	82	 
	 	5.12	 	 	Interest Rate Protection

	 	 	82	 
	 	5.13	 	 	Further Assurances

	 	 	82	 
	 	5.14	 	 	Post-Closing Covenant

	 	 	82	 
	 	 	 	 	 
	 	 	 	 
	SECTION 6.
	 	NEGATIVE COVENANTS

	 	 	83	 
	 	 	 	 	 
	 	 	 	 
	 	6.1	 	 	Indebtedness

	 	 	83	 
	 	6.2	 	 	Liens

	 	 	85	 
	 	6.3	 	 	Equitable Lien

	 	 	87	 
	 	6.4	 	 	No Further Negative Pledges

	 	 	87	 
	 	6.5	 	 	Restricted Junior Payments

	 	 	87	 
	 	6.6	 	 	Restrictions on Subsidiary Distributions

	 	 	89	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	 	6.7	 	 	Investments

	 	 	89	 
	 	6.8	 	 	Financial Covenants

	 	 	90	 
	 	6.9	 	 	Fundamental Changes; Disposition of Assets; Acquisitions

	 	 	92	 
	 	6.10	 	 	Disposal of Subsidiary Interests

	 	 	93	 
	 	6.11	 	 	Sales and Lease-Backs

	 	 	93	 
	 	6.12	 	 	Transactions with Shareholders and Affiliates

	 	 	94	 
	 	6.13	 	 	Conduct of Business

	 	 	94	 
	 	6.14	 	 	Permitted Activities of Holdings

	 	 	94	 
	 	6.15	 	 	[Reserved]

	 	 	95	 
	 	6.16	 	 	Amendments or Waivers with respect to Subordinated Indebtedness

	 	 	95	 
	 	6.17	 	 	Designation of “Senior Indebtedness”

	 	 	95	 
	 	6.18	 	 	Fiscal Year

	 	 	95	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7.
	 	GUARANTY

	 	 	95	 
	 	 	 	 	 
	 	 	 	 
	 	7.1	 	 	Guaranty of the Obligations

	 	 	95	 
	 	7.2	 	 	Contribution by Guarantors

	 	 	96	 
	 	7.3	 	 	Payment by Guarantors

	 	 	96	 
	 	7.4	 	 	Liability of Guarantors Absolute

	 	 	97	 
	 	7.5	 	 	Waivers by Guarantors

	 	 	99	 
	 	7.6	 	 	Guarantors’ Rights of Subrogation, Contribution, etc.

	 	 	99	 
	 	7.7	 	 	Subordination of Other Obligations

	 	 	100	 
	 	7.8	 	 	Continuing Guaranty

	 	 	100	 
	 	7.9	 	 	Authority of Guarantors or Company

	 	 	100	 
	 	7.10	 	 	Financial Condition of Company

	 	 	100	 
	 	7.11	 	 	Bankruptcy, etc.

	 	 	101	 
	 	7.12	 	 	Discharge of Guaranty Upon Sale of Guarantor

	 	 	101	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8.
	 	EVENTS OF DEFAULT

	 	 	102	 
	 	 	 	 	 
	 	 	 	 
	 	8.1	 	 	Events of Default

	 	 	102	 
	 	 	 	 	 
	 	 	 	 
	SECTION 9.
	 	AGENTS

	 	 	105	 
	 	 	 	 	 
	 	 	 	 
	 	9.1	 	 	Appointment of Agents

	 	 	105	 
	 	9.2	 	 	Powers and Duties

	 	 	105	 
	 	9.3	 	 	General Immunity

	 	 	106	 
	 	9.4	 	 	Agents Entitled to Act as Lender

	 	 	107	 
	 	9.5	 	 	Lenders’ Representations, Warranties and Acknowledgment

	 	 	107	 
	 	9.6	 	 	Right to Indemnity

	 	 	108	 
	 	9.7	 	 	Successor Administrative Agent and Swing Line Lender

	 	 	108	 
	 	9.8	 	 	Collateral Documents and Guaranty

	 	 	109	 
	 	 	 	 	 
	 	 	 	 
	SECTION 10.
	 	 MISCELLANEOUS

	 	 	109	 
	 	 	 	 	 
	 	 	 	 
	 	10.1	 	 	Notices

	 	 	109	 
	 	10.2	 	 	Expenses

	 	 	110	 
	 	10.3	 	 	Indemnity

	 	 	110	 






iii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	 	10.4	 	 	Set-Off

	 	 	111	 
	 	10.5	 	 	Amendments and Waivers

	 	 	111	 
	 	10.6	 	 	Successors and Assigns; Participations

	 	 	113	 
	 	10.7	 	 	Independence of Covenants

	 	 	117	 
	 	10.8	 	 	Survival of Representations, Warranties and Agreements

	 	 	117	 
	 	10.9	 	 	No Waiver; Remedies Cumulative

	 	 	117	 
	 	10.10	 	 	Marshalling; Payments Set Aside

	 	 	117	 
	 	10.11	 	 	Severability

	 	 	118	 
	 	10.12	 	 	Obligations Several; Independent Nature of Lenders’ Rights

	 	 	118	 
	 	10.13	 	 	Entire Agreement

	 	 	118	 
	 	10.14	 	 	Headings

	 	 	118	 
	 	10.15	 	 	APPLICABLE LAW

	 	 	118	 
	 	10.16	 	 	CONSENT TO JURISDICTION

	 	 	118	 
	 	10.17	 	 	WAIVER OF JURY TRIAL

	 	 	119	 
	 	10.18	 	 	Confidentiality

	 	 	120	 
	 	10.19	 	 	Usury Savings Clause

	 	 	120	 
	 	10.20	 	 	Counterparts

	 	 	120	 
	 	10.21	 	 	Electronic Execution of Assignments

	 	 	121	 
	 	10.22	 	 	USA PATRIOT Act

	 	 	121	 






iv









 






	 	 	 	 	 

	APPENDICES:
	 	A-1

	 	Term Loan Commitments
	 	 	A-2

	 	Revolving Loan Commitments
	 	 	B

	 	Notice Addresses
	 	 	 
	 	 
	SCHEDULES:
	 	1.1

	 	Permitted Leaseholds
	 	 	1.2

	 	Existing Permitted Partially-Owned Subsidiaries
	 	 	3.1(g)

	 	Closing Date Mortgaged Property
	 	 	4.1

	 	Jurisdictions of Organization
	 	 	4.2

	 	Capital Stock and Ownership
	 	 	4.10

	 	Restricted Junior Payments
	 	 	4.13

	 	Real Estate Assets
	 	 	5.14

	 	Post-Closing Items
	 	 	6.1

	 	Certain Indebtedness
	 	 	6.2

	 	Certain Liens
	 	 	6.7

	 	Certain Investments
	 	 	 
	 	 
	EXHIBITS:
	 	A-1

	 	Funding Notice
	 	 	A-2

	 	Conversion/Continuation Notice
	 	 	A-3

	 	Issuance Notice
	 	 	B-1

	 	Term Loan Note
	 	 	B-2

	 	Revolving Loan Note
	 	 	B-3

	 	Swing Line Note
	 	 	C

	 	Compliance Certificate
	 	 	D

	 	Opinions of Counsel
	 	 	E

	 	Assignment Agreement
	 	 	F

	 	Certificate Re Non-bank Status
	 	 	G

	 	Closing Date Certificate
	 	 	H

	 	Counterpart Agreement
	 	 	I

	 	Pledge and Security Agreement
	 	 	J

	 	Mortgage
	 	 	K

	 	Form of Permitted Seller Note
	 	 	L

	 	Joinder Agreement







v











 





CREDIT AND GUARANTY AGREEMENT




     This CREDIT AND GUARANTY AGREEMENT, dated as of May 16, 2005, is entered into by and among
VICAR OPERATING, INC., a Delaware corporation (“Company”), VCA ANTECH, INC. (formerly known as
Veterinary Centers of America, Inc.), a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF
COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS
L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner and as Sole Syndication Agent (in such
capacity, “Syndication Agent”), WELLS FARGO BANK, N.A. (“Wells Fargo”), as Joint Lead Arranger (in
such capacity, together with GSCP, the “Lead Arrangers”), Joint Bookrunner 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
UNION BANK OF CALIFORNIA, N.A. (“UBOC”), as Documentation Agent (“Documentation Agent”).



RECITALS:




     WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set
forth for such terms in Section 1.1 hereof;



     WHEREAS, Company, Holdings, the Guarantors, certain financial institutions and other persons
(the “Existing Lenders”), GSCP, as joint lead arranger and sole syndication agent, and Wells
Fargo, as joint lead arranger, administrative agent and collateral agent, are parties to that
certain Second Amended and Restated Credit and Guaranty Agreement dated as of December 1, 2004 (as
heretofore amended, supplemented or otherwise modified, the “Existing Credit Agreement”), pursuant
to which the Existing Lenders have extended certain credit facilities to Company;



     WHEREAS, Company, Holdings, the Guarantors, GSCP, Wells Fargo and the Lenders party hereto
agree to enter into this Credit and Guaranty Agreement (this “Agreement”) to extend certain credit
facilities to Company in an aggregate amount not to exceed $550,000,000, consisting of a
$475,000,000 aggregate principal amount of Term Loans, up to $75,000,000 of Revolving Commitments,
and up to $25,000,000 of New Term Loans, the proceeds of which shall be used (i) to refinance
outstanding amounts under the Existing Credit Agreement; (ii) to consummate the offer by Company to
purchase up to 100% of the outstanding Existing Subordinated Notes pursuant to a tender offer (the
“Tender Offer”) and in addition, to the Tender Offer, to redeem the Existing Subordinated Notes
pursuant to the terms of the Existing Subordinated Note Indenture (the “Redemption”); and (iii) for
working capital and other general corporate purposes, including Permitted Acquisitions;



     WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent,
for the benefit of Secured Parties, a First Priority Lien on certain of its assets, including a
pledge of all of the Capital Stock of each of its Domestic Subsidiaries and 65% of all the Capital
Stock of each of its Foreign Subsidiaries; and



6









 





     WHEREAS, Guarantors have agreed to guarantee the obligations of Company hereunder and to
secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured
Parties, a First Priority Lien on certain of their respective assets, including a pledge of all of
the Capital Stock of each of their respective Domestic Subsidiaries (including Company) and 65% of
all the Capital Stock of each of their respective Foreign Subsidiaries;



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained the parties hereto agree as follows:



SECTION 1. DEFINITIONS AND INTERPRETATION




     1.1 Definitions. The following terms used herein, including in the preamble, recitals,
exhibits and schedules hereto, shall have the following meanings:



     “Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an
Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and rounding
upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate
which appears on the page of the Telerate Screen which displays an average British Bankers
Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as
applicable) for deposits (for delivery on the first day of such period) with a term equivalent to
such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause
(a) does not appear on such page or service or if such page or service shall cease to be
available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by
Administrative Agent to be the offered rate on such other page or other service which displays an
average British Bankers Association Interest Settlement Rate for deposits (for delivery on the
first day of such period) with a term equivalent to such period in Dollars, determined as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c)
in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate
per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class
banks in the London interbank market by Wells Fargo for deposits (for delivery on the first day of
the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of
the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted
Eurodollar Rate is then being determined with maturities comparable to such period as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii)
an amount equal to (a) one minus (b) the Applicable Reserve Requirement.



     “Administrative Agent” as defined in the preamble hereto.



     “Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of
Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental
Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the
knowledge of Holdings or any of its Subsidiaries, threatened against or



7









 




affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its
Subsidiaries.




     “Affected Lender” as defined in Section 2.17(b).



     “Affected Loans” as defined in Section 2.17(b).



     “Affiliate” means, as applied to any Person, any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For the purposes of this
definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled
by” and “under common control with”), as applied to any Person, means the possession, directly or
indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for
the election of directors of such Person or (ii) to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities or by contract or
otherwise.



     “Agent” means each of Lead Arrangers, Syndication Agent, Administrative Agent and Collateral
Agent.



     “Aggregate Amounts Due” as defined in Section 2.16.



     “Aggregate Payments” as defined in Section 7.2.



     “Agreement” as defined in the Preamble hereto.



     “Applicable Margin” means (i) (a) with respect to Term Loans that are Eurodollar Rate Loans,
1.50% per annum and (b) with respect to Revolving Loans that are Eurodollar Rate Loans, 1.50% per
annum, (ii) with respect to Term Loans and Revolving Loans that are Base Rate Loans, the
Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as
applicable, minus (b) 1.00% per annum and (iii) with respect to Swing Line Loans, (a) the
Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(b) above, minus (b)
1.00% per annum.



     “Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the
maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic
marginal, special, supplemental, emergency or other reserves) are required to be maintained with
respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under
regulations issued from time to time by the Board of Governors of the Federal Reserve System or
other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable
Reserve Requirement shall reflect any other reserves required to be maintained by such member
banks with respect to (i) any category of liabilities which includes deposits by reference to
which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be
determined, or (ii) any category of extensions of credit or other assets which include Eurodollar
Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as
such shall be deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable Lender. The
rate of interest on Eurodollar Rate Loans shall be adjusted



8









 




automatically on and as of the effective date of any change in the Applicable Reserve Requirement.




     “Applicable Revolving Commitment Fee Percentage” means a percentage, per annum, equal to (i)
0.50% with respect to any period during which the Total Utilization of Revolving Commitments is
less than or equal to 50% of the total Revolving Commitments and (ii) 0.375% at all other times.



     “Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback,
assignment, conveyance, transfer or other disposition to, or any exchange of property with, any
Person (other than Company or a Guarantor Subsidiary), in one transaction or a series of
transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or
properties of any kind, whether real, personal, or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of
Holdings’ Subsidiaries (provided, however, that solely for purposes of Section
2.13(a), such sale of Capital Stock shall not be considered an Asset Sale), other than (i)
inventory, equipment or other assets sold or leased in the ordinary course of business, and (ii)
sales of other assets for aggregate consideration of less than $750,000 with respect to any
transaction or series of related transactions.



     “Assignment Agreement” means an Assignment Agreement substantially in the form of Exhibit E,
with such amendments or modifications as may be approved by Administrative Agent.



     “Assignment Effective Date” as defined in Section 10.6(b).



     “Associated Fees, Costs and Expenses” means all fees, costs and expenses associated with (i)
the Tender Offer, (ii) the transactions contemplated by the Offer to Purchase and Consent
Solicitation Statement, and (iii) the Redemption.



     “Authorized Officer” means, as applied to any Person, any individual holding the position of
chairman of the board (if an officer), chief executive officer, president or one of its vice
presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer.



     “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.



     “Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate
in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus
1⁄2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively.



     “Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base
Rate.



     “Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.



9









 





     “Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of New York and/or California or is a day on which banking
institutions located in such state are authorized or required by law or other governmental action
to close and (ii) with respect to all notices, determinations, fundings and payments in connection
with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean
any day which is a Business Day described in clause (i) and which is also a day for trading by and
between banks in Dollar deposits in the London interbank market.



     “Capital Lease” means, as applied to any Person, any lease of any property (whether real,
personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that Person.



     “Capital Stock” means any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation), including, without limitation, partnership interests and
membership interests, and any and all warrants, rights or options to purchase or other
arrangements or rights to acquire any of the foregoing.



     “Cash” means money, currency or a credit balance in any demand or Deposit Account.



     “Cash Equivalents” means, as at any date of determination, (i) marketable securities (a)
issued or directly and unconditionally guaranteed as to interest and principal by the United States
Government or (b) issued by any agency of the United States the obligations of which are backed by
the full faith and credit of the United States, in each case maturing within one year after such
date; (ii) marketable direct obligations issued by any state of the United States of America or any
political subdivision of any such state or any public instrumentality thereof, in each case
maturing within one year after such date and having, at the time of the acquisition thereof, a
rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of the acquisition
thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of
deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by
any Lender or by any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as
defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as
defined in such regulations) of not less than $100,000,000; (v) shares of any money market mutual
fund that (a) has substantially all of its assets invested continuously in the types of investments
referred to in clauses (i) through (iv) above, (b) has net assets of not less than $500,000,000,
and (c) has the highest rating obtainable from either S&P or Moody’s; and (vi) guaranteed
investment contracts (a) that are provided by a provider that maintains a short-term certificate of
deposit rating of at least A-1 from S&P or the equivalent from Moody’s and, if the term of such
investment contract is one year or more, a long-term certificate of deposit rating of at least A
from S&P or the equivalent from Moody’s and (b) that are redeemable at no less than par on not more
than seven days’ notice to the provider.



     “Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.



10









 





     “Change of Control” means the occurrence of any of the following: (i) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or
more related transactions, of all or substantially all of the properties or assets of Holdings and
its Subsidiaries taken as a whole, or of Company and it Subsidiaries taken as a whole, to any
Person or “person” (as such term is used in Section 13(d)(3) of the Exchange Act); (ii) the
adoption of a plan relating to the liquidation or dissolution of Holdings or Company; or (iii) the
consummation of any transaction (including without limitation, any merger or consolidation), as a
result of which (y) Holdings ceases to own directly 100% of the Capital Stock of Company or (z) any
Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), shall have
acquired, directly or indirectly, beneficial ownership of 35% or more on a fully diluted basis of
the aggregate voting interest attributable to all outstanding Capital Stock of Holdings.



     “Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a)
Lenders having Term Loan Exposure; (b) Lenders having Revolving Exposure (including Swing Line
Lender), and (c) Lenders having New Term Loan Exposure of a particular Series and (ii) with
respect to Loans, each of the following classes of Loans: (a) Term Loans; (b) Revolving Loans
(including Swing Line Loans); and (c) each Series of New Term Loans.



     “Closing Date” means the date upon which the conditions set forth in Section 3.1 are
satisfied.



     “Closing Date Certificate” means the Closing Date Certificate substantially in the form of
Exhibit G.



     “Closing Date Mortgaged Property” as defined in Section 3.1(g)(i).



     “Closing Date Term Loan” means a Term Loan made by a Lender to Company pursuant to Section
2.1(a)(i).



     “Closing Date Term Loan Commitment” means the commitment of a Lender to make or otherwise
fund a Closing Date Term Loan and “Closing Date Term Loan Commitments” means such commitments of all Lenders in
the aggregate. The amount of each Lender’s Closing Date
Term Loan Commitment, if any, is set forth on Appendix A-l or in the applicable Assignment
Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The
aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $285,000,000.



     “Collateral” means, collectively, all of the real, personal and mixed property (including
Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as
security for the Obligations.



     “Collateral Agent” means the institution serving as such under the Collateral Documents.



     “Collateral Documents” means the Pledge and Security Agreement, the Mortgages and all other
instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or
any of the other Credit Documents in order to grant to Collateral Agent, for the



11









 




benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as
security for the Obligations.




     “Commitment” means any Revolving Commitment, Term Loan Commitment or New Term Loan
Commitment.



     “Company” as defined in the preamble hereto.



     “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit
C.



     “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), and (g) to the
extent deducted in calculating Consolidated Net Income, Transaction Costs, 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).



     “Consolidated Capital Expenditures” means, for any period, the aggregate of the expenditures
of Company and its Subsidiaries during such period determined on a consolidated basis that, in
accordance with GAAP, are or should be included in “purchase of property and equipment” or similar
items reflected in the consolidated statement of cash flows of Company and its Subsidiaries
excluding, (i) any acquisition of assets that constitutes a Permitted Acquisition and (ii) any
expenditures made by Company pursuant to Sections 2.13(a) and 2.13(b) hereof; provided,
however, that notwithstanding any of the foregoing to the contrary, Consolidated Capital
Expenditures shall include expenditures of Company and its Subsidiaries with respect to assets
constituting a fee interest in real property acquired by Company or its Subsidiaries in connection
with a Permitted Acquisition.



     “Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for
such period, excluding any amounts not payable in Cash.



     “Consolidated Current Assets” means, as at any date of determination, the total assets of
Company and its Subsidiaries on a consolidated basis that may properly be classified as current
assets in conformity with GAAP, excluding Cash and Cash Equivalents.



     “Consolidated Current Liabilities” means, as at any date of determination, the total
liabilities of Company and its Subsidiaries on a consolidated basis that may properly be
classified as current liabilities in conformity with GAAP, excluding the current portion of long
term debt.



12









 





     “Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i)
the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA,
and (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without
duplication, of the amounts for such period of (a) voluntary and scheduled repayments of
Consolidated Total Debt (excluding repayments of Revolving Loans or Swing Line Loans except to the
extent the Revolving Commitments are permanently reduced in connection with such repayments), (b)
Consolidated Capital Expenditures (net of any proceeds of any related financings with respect to
such expenditures), (c) Consolidated Cash Interest Expense, (d) the provision for current taxes
based on income of Holdings and its Subsidiaries and payable in cash with respect to such period,
(e) to the extent not otherwise deducted in determining Consolidated Excess Cash Flow, cash
payments made in connection with Permitted Acquisitions (net of any proceeds of related financing),
(f) all amounts that were made as Investments in Persons, other than Holdings, Company or a
Guarantor Subsidiary in conformity with the provisions of Section 6.7 hereof, (g) Transaction Costs
to the extent paid in cash during such period, and (h) all amounts that were distributed pro rata
to the holders of Capital Stock of Subsidiaries of Company (other than Company and Subsidiaries of
Company) or that were paid in cash to repurchase the Capital Stock of Holdings or any Subsidiary of
Company from a Person who is not an Affiliate of Company in conformity with the provisions of
Sections 6.5 and 6.7, and minus (or plus) (iii) the amount by which outstanding loans
permitted pursuant to Section 6.7(g) hereof increased or decreased during such period when compared
to such amount as of the end of the immediately preceding Fiscal Year.



     “Consolidated Fixed Charges” means, for any period, the sum, without duplication, of the
amounts determined for Company and its Subsidiaries on a consolidated basis equal to (i)
Consolidated Cash Interest Expense, (ii) scheduled payments of principal on Consolidated Total
Debt, (iii) Consolidated Capital Expenditures and (iv) provisions for current cash taxes based on
income with respect to such period.



     “Consolidated Interest Expense” means, for any period, total interest expense (including that
portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of
Company and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness
of Company and its Subsidiaries, including all commissions, discounts and other fees and charges
owed with respect to letters of credit and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in Section 2.10(e) payable on or before the Closing
Date.



     “Consolidated Net Income” means, for any period, (i) the net income (or loss) of Company and
its Subsidiaries on a consolidated basis for such period taken as a single accounting period
determined in conformity with GAAP, minus (ii) (a) the income of any Person (other than a
Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries)
has a joint interest, except to the extent of the amount of dividends or other distributions
actually paid to Company or any of its Subsidiaries by such Person during such period, (b) the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is
merged into or consolidated with Company or any of its Subsidiaries or that Person’s assets are
acquired by Company or any of its Subsidiaries, (c) the income of any Subsidiary of Company to the
extent that the declaration or payment of dividends or similar distributions by that Subsidiary of
that income is not at the time permitted by operation of the



13









 




terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses
attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent
not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary
losses.




     “Consolidated Total Debt” means, as at any date of determination, the aggregate stated
balance sheet amount of all Indebtedness of Company and its Subsidiaries determined on a
consolidated basis in accordance with GAAP.



     “Consolidated Working Capital” means, as at any date of determination, the excess of
Consolidated Current Assets over Consolidated Current Liabilities.



     “Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the
amount (which may be a negative number) by which Consolidated Working Capital as of the beginning
of such period exceeds (or is less than) Consolidated Working Capital as of the end of such
period.



     “Contractual Obligation” means, as applied to any Person, any provision of any Security
issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking,
agreement or other instrument to which that Person is a party or by which it or any of its
properties is bound or to which it or any of its properties is subject.



     “Conversion/Continuation Date” means the effective date of a continuation or conversion, as
the case may be, as set forth in the applicable Conversion/Continuation Notice.



     “Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the
form of Exhibit A-2.



     “Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H
delivered by a Credit Party pursuant to Section 5.10.



     “Contributing Guarantors” as defined in Section 7.2.



     “Credit Date” means the date of a Credit Extension.



     “Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents,
any documents or certificates executed by Company in favor of Issuing Bank relating to Letters of
Credit, and all other documents, instruments or agreements executed and delivered by a Credit
Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith, including,
without limitation, any Hedge Agreement entered into in connection herewith.



     “Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.



     “Credit Party” means each Person (other than any Agent, Issuing Bank or any Lender or any
other representative thereof) from time to time party to a Credit Document.



14









 





     “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures
contract, option contract, synthetic cap or other similar agreement or arrangement, each of which
is for the purpose of hedging the projected foreign currency risk associated with Holdings’ and
its Subsidiaries’ operations and not for speculative purposes.



     “DDTL Commitment” means the commitment of a Lender to make or otherwise fund a Delayed Draw
Term Loan and “DDTL Commitments” means such commitments of all Lenders in the aggregate. The
amount of each Lender’s DDTL Commitment, if any, is set forth on Appendix A-l or in the applicable
Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the DDTL Commitments as of the Closing Date is $190,000,000.



     “DDTL Funding Date” means the date on or before the date which is thirty (30) days after the
Closing Date.



     “Delayed Draw Term Loan” means a Term Loan made by a Lender to Company pursuant to Section
2.1(a)(ii).



     “Default” means a condition or event that, after notice or lapse of time or both, would
constitute an Event of Default.



     “Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all
Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all
of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans
of such Defaulting Lender.



     “Default Period” means, with respect to any Defaulting Lender, the period commencing on the
date of the applicable Funding Default and ending on the earliest of the following dates: (i) the
date on which all Commitments are cancelled or terminated and/or the Obligations are declared or
become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to
such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting
Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any
voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.13 or
Section 2.14 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to
Company and Administrative Agent a written reaffirmation of its intention to honor its obligations
hereunder with respect to its Commitments, and (iii) the date on which Company, Administrative
Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.



     “Defaulting Lender” as defined in Section 2.21.



     “Defaulted Loan” as defined in Section 2.21.



     “Deposit Account” means a demand, time, savings, passbook or like account with a bank,
savings and loan association, credit union or like organization, other than an account evidenced
by a negotiable certificate of deposit.



15









 





     “Documentation Agent” as defined in the preamble hereto.



     “Dollars” and
the sign “$” mean the lawful money of the United States of America.



     “Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of
America, any State thereof or the District of Columbia.



     “Earn-Out Obligations” means any unsecured contingent liability of Holdings or any of its
Subsidiaries owed to any seller in connection with a Permitted Acquisition that (a) constitutes a
portion of the purchase price for such Permitted Acquisition but is not an amount certain on the
date of incurrence thereof and is not subject to any right of acceleration by such seller and (b)
is only payable upon the achievement of performance standards by the Person or other property
acquired in such Permitted Acquisition and in an amount based upon such achievement provided
that the formula for determining the aggregate amount of such liability shall be fixed at the
date of such Permitted Acquisition.



     “Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund
(any two or more Related Funds being treated as a single Eligible Assignee for all purposes
hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other
entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and
which extends credit or buys loans as one of its businesses; provided, no Affiliate of
Holdings shall be an Eligible Assignee.



     “Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA
which is or was sponsored, maintained or contributed to by, or required to be contributed by,
Holdings or any of its Subsidiaries or, to the extent that Holdings or any of its Subsidiaries
would be liable under ERISA in respect thereof, any of their respective ERISA Affiliates.



     “Environmental Claim” means any investigation, notice, notice of violation, claim, action,
suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise),
by any governmental authority or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous
Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, safety, natural resources or the
environment.



     “Environmental Laws” means any and all current or future foreign or domestic, federal or
state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations,
guidance documents, judgments, Governmental Authorizations, or any other requirements of
Governmental Authorities relating to (i) environmental matters, including those relating to any
Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of
Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the
protection of human, plant or animal health or welfare, in any manner applicable to Holdings or
any of its Subsidiaries or any Facility.



16









 





     “Environmental
Reports” means any reports and other information, in form scope and substance
satisfactory to Syndication Agent and Collateral Agent regarding environmental matters relating to
the Facilities.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto.



     “ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code
of which that Person is a member; (ii) any trade or business (whether or not incorporated) which
is a member of a group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an
affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code
of which that Person, any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member. Any former ERISA Affiliate of Holdings or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Holdings or any such Subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA
Affiliate of Holdings or such Subsidiary and with respect to liabilities arising after such period
for which Holdings or such Subsidiary could be liable under the Internal Revenue Code or ERISA.



     “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and
the regulations issued thereunder with respect to any Pension Plan (excluding those for which the
provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet
the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code)
or the failure to make by its due date a required installment under Section 412(m) of the Internal
Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to
Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by Holdings, any of its Subsidiaries or
any of their respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section
4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension
Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for
the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the
imposition of liability on Holdings, any of its Subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section
4212(c) of ERISA; (vii) the withdrawal of Holdings, any of its Subsidiaries or any of their
respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore,
or the receipt by Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of
notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section
4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or
4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition
on Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates of fines,
penalties, taxes or related charges under



17









 




Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (1), or
Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) receipt from the Internal
Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under
Section 401(a) of the Internal Revenue Code; or (x) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension
Plan.




     “Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the
Adjusted Eurodollar Rate.



     “Event of Default” means each of the conditions or events set forth in Section 8.1.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any successor statute.



     “Existing Credit Agreement” as defined in the recitals hereto.



     “Existing Lenders” as defined in the recitals hereto.



     “Existing Subordinated Note Indenture” means the Indenture entered into between Company and
JP Morgan Chase dated November 27, 2001, pursuant to which the Existing Subordinated Notes were
issued, as such Indenture may hereafter be amended, restated, supplemented or otherwise modified
from time to time to the extent permitted under Section 6.16.



     “Existing Subordinated Notes” means the subordinated notes due December 1, 2009 in an
aggregate principal amount of $170,000,000, as such notes may hereafter be amended, restated,
supplemented or otherwise modified from time to time to the extent permitted under Section 6.16.



     “Facility” means any real property (including all buildings, fixtures or other improvements
located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any
of its Subsidiaries or any of their respective predecessors or Affiliates.



     “Fair Share Contribution Amount” as defined in Section 7.2.



     “Fair Share” as defined in Section 7.2.



     “Fair Share Shortfall” as defined in Section 7.2.



     “Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a
decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided, (i) if such day is not a
Business Day, the Federal Funds Effective Rate for such day shall be such rate on such
transactions on the next preceding Business Day as so published on the next succeeding



18









 




Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the
Federal Funds Effective Rate for such day shall be the average rate charged to Administrative
Agent, in its capacity as a Lender, on such day on such transactions as determined by
Administrative Agent.




     “Financial Officer Certification” means, with respect to the financial statements for which
such certification is required, the certification of the chief financial officer of Holdings that
such financial statements fairly present, in all material respects, the financial condition of
Holdings and its Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from audit and normal
year-end adjustments.



     “Financial Plan” as defined in Section 5.1(i).



     “First Priority” means, with respect to any Lien purported to be created in any Collateral
pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is
subject, other than Permitted Liens.



     “Fiscal Quarter” means a fiscal quarter of any Fiscal Year.



     “Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on December 31 of
each calendar year.



     “Fixed Charge Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i)
Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ending, to (ii) Consolidated
Fixed Charges for such four-Fiscal Quarter period.



     “Flood Hazard Property” means any Real Estate Asset subject to a Mortgage and located in an
area designated by the Federal Emergency Management Agency as having special flood or mud slide
hazards.



     “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.



     “Funding Default” as defined in Section 2.21.



     “Funding Guarantors” as defined in Section 7.2.



     “Funding Notice” means a notice substantially in the form of Exhibit A-l.



     “GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2,
United States generally accepted accounting principles in effect as of the date of determination
thereof.



     “Governmental Acts” means any act or omission, whether rightful or wrongful, of any present
or future de jure or de facto government or Governmental Authority.



     “Governmental Authority” means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, agency or



19









 




instrumentality or political subdivision thereof or any entity or officer exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to any government or
any court, in each case whether associated with a state of the United States, the United States, or
a foreign entity or government.




     “Governmental Authorization” means any permit, license, authorization, plan, directive,
consent order or consent decree of or from any Governmental Authority.



     “Grantor” as defined in the Pledge and Security Agreement.



     “Guaranteed Obligations” as defined in Section 7.1.



     “Guarantor” means each of Holdings and each Domestic Subsidiary of Holdings (other than
Company and certain Permitted Partially-Owned Subsidiaries that do not provide a Guaranty).



     “Guarantor Subsidiary” means each Guarantor other than Holdings.



     “Guaranty” means the guaranty of each Guarantor set forth in Section 7.



     “Hazardous Materials” means any chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard
to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility
or to the indoor or outdoor environment.



     “Hazardous Materials Activity” means any past, current, proposed or threatened activity,
event or occurrence involving any Hazardous Materials, including the use, manufacture, possession,
storage, holding, presence, existence, location, Release, threatened Release, discharge,
placement, generation, transportation, processing, construction, treatment, abatement, removal,
remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective
action or response action with respect to any of the foregoing.



     “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with
a Lender Counterparty in order to satisfy the requirements of this Agreement.



     “Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or
from time to time may be contracted for, charged, or received under the laws applicable to any
Lender which are presently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than
applicable laws now allow.



     “Historical Financial Statements” means as of the Closing Date, (i) the audited financial
statements of Holdings and its Subsidiaries, for the immediately preceding three Fiscal Years,
consisting of balance sheets and the related consolidated statements of income, stockholders’
equity and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of
Holdings and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a
balance sheet and the related consolidated statements of income, stockholders’ equity and cash
flows for the three-, six- or nine-month period, as applicable, ending on such



20









 




date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Company
that they fairly present, in all material respects, the financial condition of Holdings and its
Subsidiaries as at the dates indicated and the results of their operations and their cash flows for
the periods indicated, subject to changes resulting from audit and normal year-end adjustments.




     “Holdings” as defined in the preamble hereto.



     “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.



     “Increased Amount Date” as defined in Section 2.24.



     “Increased-Cost Lenders” as defined in Section 2.22.



     “Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness
for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is
properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable
and drafts accepted representing extensions of credit whether or not representing obligations for
borrowed money; (iv) any obligation owed for all or any part of the deferred purchase price of
property or services (excluding any such obligations incurred under ERISA and ordinary course
trade payables), which purchase price is (a) due more than six months from the date of incurrence
of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v)
all indebtedness secured by any Lien on any properly or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed by that Person or
is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued
for the account of that Person or as to which that Person is otherwise liable for reimbursement of
drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of the obligation of another; (viii) any obligation of such Person the
primary purpose or intent of which is to provide assurance to an obligee that the obligation of
the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied
with, or the holders thereof will be protected (in whole or in part) against loss in respect
thereof; (ix) any liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any
security therefore, or to provide funds for the payment or discharge of such obligation (whether
in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to
maintain the solvency or any balance sheet item, level of income or financial condition of another
if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the
primary purpose or intent thereof is as described in clause (viii) above; and (x) obligations of
such Person in respect of any exchange traded or over the counter derivative transaction,
including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered
into for hedging or speculative purposes; provided, in no event shall obligations under
any Interest Rate Agreement and any Currency Agreements be deemed “Indebtedness” for any purpose
under Section 6.8.



21









 





     “Indemnified Liabilities” means, collectively, any and all liabilities, obligations,
losses, damages (including natural resource damages), penalties and claims (including Environmental
Claims), and any and all reasonable and documented costs (including the costs of any investigation,
study, sampling, testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and
disbursements of any kind or nature whatsoever (including the reasonable and documented fees and
disbursements of counsel for Indemnitees in connection with any investigative, administrative or
judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses incurred by
Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether
based on any federal, state or foreign laws, statutes, rules or regulations (including securities
and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted
against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the
other Credit Documents or the transactions contemplated hereby or thereby (including Lenders’
agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any
enforcement of any of the Credit Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements
contained in the commitment letter delivered by any Lender to Company with respect to the
transactions contemplated by this Agreement; or (iii) any Environmental Claim or any Hazardous
Materials Activity relating to or arising from, directly or indirectly, any past or present
activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.



     “Indemnitee” as defined in Section 10.3.



     “Installment” as defined in Section 2.11.



     “Installment Date” as defined in Section 2.11.



     “Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, the last
Business Day of each March, June, September and December of each year, commencing on the first
such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any
Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan;
provided, in the case of each Interest Period of longer than three months “Interest
Payment Date” shall also include each date that is three months, or an integral multiple thereof,
after the commencement of such Interest Period.



     “Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of
one-, two-, three- or six-months, as selected by Company in the applicable Funding Notice or
Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or
Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the
day on which the immediately preceding Interest Period expires; provided, (a) if an
Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period
shall expire on the next succeeding Business Day unless no further Business Day occurs in such
month, in which case such Interest Period shall expire on the immediately preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a



22









 




day for which there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall, subject to clauses (c) through (d), of this definition, end on the
last Business Day of a calendar month; (c) no Interest Period with respect to any portion of any
Class of Term Loans shall extend beyond such Class’s Term Loan Maturity Date; and (d) no Interest
Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving
Commitment Termination Date.




     “Interest Rate Agreement” means any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedging agreement or other similar
agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure
associated with Holdings’ and its Subsidiaries’ operations and not for speculative purposes.



     “Interest Rate Determination Date” means, with respect to any Interest Period, the date that
is two Business Days prior to the first day of such Interest Period.



     “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date
hereof and from time to time hereafter, and any successor statute.



     “Investment” means (i) any direct or indirect purchase or other acquisition by Holdings or any
of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person
(other than Company or a Guarantor Subsidiary); (ii) any direct or indirect redemption, retirement,
purchase or other acquisition for value, by any Subsidiary of Holdings from any Person (other than
Holdings, Company or any Guarantor Subsidiary), of any Capital Stock of such Person; and (iii) any
direct or indirect loan, advance (other than advances to employees for moving, entertainment and
travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or
capital contribution by Holdings or any of its Subsidiaries to any other Person (other than
Holdings, Company or any Guarantor Subsidiary), including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise from sales to that other Person
in the ordinary course of business. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for increases or
decreases in value, or write-ups, write-downs or writeoffs with respect to such Investment.



     “Investment Related Property” as defined in the Pledge and Security Agreement.



     “Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.



     “Issuing Bank” means Wells Fargo as Issuing Bank hereunder, together with its permitted
successors and assigns in such capacity.



     “Joinder Agreement” means an agreement substantially in the form of Exhibit L.



     “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in
corporate, partnership or other legal form; provided, in no event shall any corporate
Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.



     “Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter,
certificate or other instrument in writing from the lessor under the related lease, pursuant



23









 




to which, among other things, the landlord consents to the granting of a Mortgage on such
Leasehold Property by the Credit Party tenant, such Landlord Consent and Estoppel to be in form
and substance acceptable to the Collateral Agent in its reasonable discretion, but in any event
sufficient for the Collateral Agent to obtain a Title Policy with respect to such Mortgage.




     “Lead Arrangers” as defined in the preamble hereto.



     “Leasehold Property” means any leasehold interest of any Credit Party as lessee under any
lease of real property, other than any such leasehold interest designated from time to time by
Collateral Agent in its sole discretion as not being required to be included in the Collateral.



     “Lender” means each financial institution listed on the signature pages hereto as a Lender
and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder
Agreement.



     “Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a Hedge
Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date
but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a Lender),
including, without limitation, each such Affiliate that enters into a joinder agreement with the
Collateral Agent.



     “Letter of Credit” means a commercial or standby letter of credit issued or to be issued by
Issuing Bank pursuant to this Agreement.



     “Letter of Credit Sublimit” means the lesser of (i) $10,000,000 and (ii) the aggregate unused
amount of the Revolving Commitments then in effect.



     “Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum
aggregate amount which is, or at any time thereafter may become, available for drawing under all
Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of
Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Company.



     “Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated
Total Debt as of such day to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period
ending on such date (as determined in accordance with Section 6.8(f)).



     “Lien” means (i) any lien, claim, mortgage, pledge, assignment, security interest, charge or
encumbrance of any kind (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, and any lease in the nature thereof) and any option,
trust or other preferential arrangement having the practical effect of any of the foregoing and
(ii) in the case of Securities, any purchase option, call or similar right of a third party with
respect to such Securities.



     “Loan” means a Term Loan, a Revolving Loan, a Swing Line Loan or a New Term Loan.



24









 





     “Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve
System as in effect from time to time.



     “Maryland Mortgage” as defined in Section 7.12.



     “Material Adverse Effect” means a material adverse effect on (i) the business, operations,
properties, assets, condition (financial or otherwise) or prospects of Holdings and its
Subsidiaries, taken as a whole; (ii) the ability of the Credit Parties to fully and timely perform
the Obligations, taking into consideration the Guaranty and the joint and several obligations of
the Guarantors in respect of the Guaranty; (iii) the legality, validity, binding effect or
enforceability against the Credit Parties of the Credit Documents, taking into consideration the
Guaranty and the joint and several obligations of the Guarantors in respect of the Guaranty; (iv)
the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any
Secured Party under the Credit Documents, taking into consideration the Guaranty and the joint and
several obligations of the Guarantors in respect of the Guaranty; or (v) the Collateral or the
Collateral Agent’s Liens, on behalf of Secured Parties on the Collateral or the First Priority of
such Liens.



     “Material Contract” means any contract or other arrangement to which Holdings or any of its
Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance,
cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.



     “Material Real Estate Asset” means (i) (a) any fee-owned Real Estate Asset having a fair
market value in excess of $1,000,000 as of the date of the acquisition thereof and (b) all
Leasehold Properties other than those with respect to which the aggregate 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 reasonably determined is material to the business, operations, properties, assets,
condition (financial or otherwise) or prospects of Holdings or any Subsidiary thereof, including
Company and with respect to which the Administrative Agent has provided written notice to Company
of such determination; provided that notwithstanding the foregoing, the leases set forth
on Schedule 1.1 shall not be deemed Material Real Estate Assets as of the Closing Date.



     “Moody’s” means Moody’s Investor Services, Inc.



     “Mortgage” means a Mortgage substantially in the form of Exhibit J, as it may be amended,
supplemented or otherwise modified from time to time.



     “Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as
defined in Section 3(37) of ERISA.



     “NAIC” means The National Association of Insurance Commissioners, and any successor thereto.



     “Narrative Report” means, with respect to the financial statements for which such narrative
report is required, a narrative report describing the operations of Holdings and its Subsidiaries
in the form and to the extent prepared for presentation to senior management thereof



25









 




for the applicable month, Fiscal Quarter or Fiscal Year and for the period from the beginning of
the then current Fiscal Year to the end of such period to which such financial statements relate.




     “Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash
payments (including any Cash received by way of deferred payment pursuant to, or by monetization
of, a note receivable or otherwise, but only as and when so received) received by Holdings or any
of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred
in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a
result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the
Loans) that is secured by a Lien on the stock or assets in question and that is required to be
repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any
indemnification payments (fixed or contingent) attributable to seller’s indemnities and
representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings
or any of its Subsidiaries in connection with such Asset Sale.



     “Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or
proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy
in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Holdings
or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or
otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of
such a taking, minus (ii) (a) any actual and reasonable costs incurred by Holdings or any
of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or
such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with
any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes
payable as a result of any gain recognized in connection therewith.



     “New Term Loan Commitments” as defined in Section 2.24.



     “New Term Loan Exposure” means, with respect to any Lender, as of any date of determination,
the outstanding principal amount of the New Term Loans of such Lender.



     “New Term Loan Lender” as defined in Section 2.24.



     “New Term Loan Maturity Date” means the date that New Term Loans of a Series shall become due
and payable in full hereunder, as specified in the applicable Joinder Agreement, including by
acceleration or otherwise.



     “New Term Loans” as defined in Section 2.24.



     “Non-US Lender” as defined in Section 2.19(c).



     “Note” means a Term Loan Note, a Revolving Loan Note or a Swing Line Note.



     “Notice” means a Funding Notice or a Conversion/Continuation Notice.




26












 





     “Obligations” means all obligations of every nature of each Credit Party from time to
time owed to the Agents (including former Agents), the Lenders or any of them or their respective
Affiliates and Lender Counterparties, under any Credit Document or Hedge Agreement (including,
without limitation, with respect to a Hedge Agreement, obligations owed thereunder to any person
who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was entered into),
whether for principal, interest (including interest which, but for the filing of a petition in
bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not
a claim is allowed against such Credit Party for such interest in the related bankruptcy
proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination
of Hedge Agreements, fees, expenses, indemnification or otherwise.



     “Obligee Guarantor” as defined in Section 7.7.



     “Offer to Purchase and Consent Solicitation Statement” means that certain Offer to Purchase
and Consent Solicitation Statement dated as of April 19, 2005 of Vicar Operating, Inc. relating to
the offer to purchase the entire $170,000,000 aggregate principal amount of the Existing
Subordinated Notes and consent to amend the Existing Subordinated Note Indenture.



     “Organizational Documents” means (i) with respect to any corporation, its certificate or
articles of incorporation, as amended, and its by-laws, as amended, (ii) with respect to any
limited partnership, its certificate of limited partnership, as amended, and its partnership
agreement, as amended, (iii) with respect to any general partnership, its partnership agreement,
as amended, and (iv) with respect to any limited liability company, its articles of organization,
as amended, and its operating agreement, as amended. In the event any term or condition of this
Agreement or any other Credit Document requires any Organizational Document to be certified by a
secretary of state or similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such governmental
official.



     “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



     “Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, that is
subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.



     “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;



27









 





               (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 or
Canada;



               (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 $7,500,000;



               (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; and



               (viii) notwithstanding any of the foregoing to the contrary, “Permitted Acquisition” shall
not include any acquisition of any assets constituting a fee interest in real property to the
extent such acquisition of assets is included in the calculation of Consolidated Capital
Expenditures.



     “Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.



     “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



28









 




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 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.




     “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 Section 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 Section 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.



     “Person” means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships, joint stock companies,
Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business
trusts or other organizations, whether or not legal entities, and Governmental Authorities.



     “Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by
Company and each Guarantor, substantially in the form of Exhibit I, as it may be amended,
supplemented or otherwise modified from time to time.



     “Prime Rate” means the rate of interest per annum that Wells Fargo announces from time to
time as its prime lending rate, as in effect from time to time. The Prime Rate is a reference rate
and does not necessarily represent the lowest or best rate actually charged to any customer. Wells
Fargo or any other Lender may make commercial loans or other loans at rates of interest at, above
or below the Prime Rate.



     “Principal Office” means, for each of Administrative Agent, Swing Line Lender and Issuing
Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office
of a third party or sub-agent, as appropriate, as such Person may from time to time designate in
writing to Company, Administrative Agent and each Lender.



     “Projections” as defined in Section 3.1(i).



29









 





     “Pro Rata Share” means (i) with respect to all payments, computations and other matters
relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan
Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect
to all payments, computations and other matters relating to the Revolving Commitment or Revolving
Loans of any Lender or participations purchased therein by any Lender or any participations in any
Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving
Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; and (iii) with
respect to all payments, computations, and other matters relating to New Term Loan Commitments or
New Term Loans of a particular Series, the percentage obtained by dividing (a) the New Term Loan
Exposure of that Lender with respect to that Series by (b) the aggregate New Term Loan Exposure of
all Lenders with respect to that Series. For all other purposes with respect to each Lender, “Pro
Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term
Loan Exposure, the Revolving Exposure and the New Term Loan Exposure of that Lender, by (B) an
amount equal to the sum of the aggregate Term Loan Exposure, the aggregate Revolving Exposure and
the aggregate New Term Loan Exposure of all Lenders.



     “Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or
otherwise) then owned by any Credit Party in any real property.



     “Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing
such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the
affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased
from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document,
executed and acknowledged by such holder, in each case in form sufficient to give such
constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral
Agent.



     “Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record
Document has been recorded in all places necessary or desirable, in Administrative Agent’s
reasonable judgment, to give constructive notice of such Leasehold Property to third-party
purchasers and encumbrancers of the affected real property.



     “Redemption” as defined in the preamble hereto.



     “Refunded Swing Line Loans” as defined in Section 2.3(b)(iv).



     “Register” as defined in Section 2.6(b).



     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.



     “Reimbursement Date” as defined in Section 2.23(d).



     “Related Fund” means, with respect to any Lender that is an investment fund, any other
investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.



30









 





     “Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material
into the indoor or outdoor environment (including the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Material), including the movement
of any Hazardous Material through the air, soil, surface water or groundwater.



     “Replacement Lender” as defined in Section 2.22.



     “Replacement Term Loans” as defined in Section 10.5(e).



     “Requisite Class Lenders” means, as at any date of determination, (i) for the Class of Lenders
having Term Loan Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all
Lenders; (ii) for the Class of Lenders having Revolving Exposure, Lenders having or holding more
than 50% of the aggregate Revolving Exposure of all Lenders; and (iii) for each Class of Lenders
having New Term Loan Exposure, Lenders holding more than 50% of the aggregate New Term Loan
Exposure of that Class.



     “Requisite Lenders” means three or more Lenders having or holding Term Loan Exposure, New
Term Loan Exposure and/or Revolving Exposure and representing more than 50% of the sum of (i) the
aggregate Term Loan Exposure of all Lenders; (ii) the aggregate Revolving Exposure of all Lenders;
and (iii) the aggregate New Term Loan Exposure of all Lenders.



     “Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect,
on account of any shares of any class of stock of Holdings or Company or any of its Subsidiaries
now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to
the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of any class of stock
of Holdings or Company or any of its Subsidiaries now or hereafter outstanding; (iii) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights
to acquire shares of any class of stock of Holdings or Company or any of its Subsidiaries now or
hereafter outstanding and (iv) any payment or prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.



     “Revolving Commitment” means the commitment of a Lender to make or otherwise fund any
Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder
and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of
each Lender’s Revolving Commitment, if any, is set forth in the applicable Assignment Agreement,
subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate
amount of the Revolving Commitments as of the Closing Date is $75,000,000.



     “Revolving Commitment Period” means the period from the Closing Date to but excluding the
Revolving Commitment Termination Date.



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     “Revolving Commitment Termination Date” means the earliest to occur of (i) May 16,
2010, (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section
2.12(b) or 2.13, and (iii) the date of the termination of the Revolving Commitments pursuant to
Section 8.1.



     “Revolving Exposure” means, with respect to any Lender as of any date of determination, (i)
prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii)
after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding
principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the
aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of
any participations by Lenders in such Letters of Credit), (c) the aggregate amount of all
participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing
under any Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and
(e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line
Loans.



     “Revolving Loan” means a Loan made by a Lender to Company pursuant to Section 2.2(a).



     “Revolving Loan Note” means a promissory note in the form of Exhibit B-3, as it may be
amended, supplemented or otherwise modified from time to time.



     “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.



     “Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.



     “Securities” means any stock, shares, partnership interests, voting trust certificates,
certificates of interest or participation in any profit-sharing agreement or arrangement, options,
warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to, purchase or
acquire, any of the foregoing.



     “Securities Act” means the Securities Act of 1933, as amended from time to time, and any
successor statute.



     “Series” as defined in Section 2.24.



     “Settlement Confirmation” as defined in Section 10.6(b).



     “Settlement Service” as defined in Section 10.6(d).



     “Solvency Certificate” means a Solvency Certificate of the chief financial officer of
Holdings substantially in the form of Exhibit G-2.



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     “Solvent” means, with respect to any Person, that as of the date of determination both
(i) (a) the sum of such Person’s debt (including contingent liabilities) does not exceed all of
its property, at a fair valuation; (b) the present fair saleable value of the property of such
Person is not less than the amount that will be required to pay the probable liabilities on such
Person’s then existing debts as they become absolute and matured; (c) such Person’s capital is not
unreasonably small in relation to its business or any contemplated or undertaken transaction; and
(d) such Person does not intend to incur, or believe (nor should it reasonably believe) that it
will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is
“solvent” within the meaning given that term and similar terms under applicable laws relating to
fraudulent transfers and conveyances. For purposes of this definition, the amount of any
contingent liability at any time shall be computed as the amount that, in light of all of the
facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).



     “Subject Transaction” as defined in Section 6.8(f).



     “Subordinated Indebtedness” means (i) Indebtedness of Company and its Subsidiaries under the
Existing Subordinated Note Indenture and (ii) Indebtedness outstanding under Permitted Seller
Notes.



     “Subsidiary” means, with respect to any Person, any corporation, partnership, limited
liability company, association, joint venture or other business entity of which more than 50% of
the total voting power of shares of stock or other ownership interests entitled (without regard to
the occurrence of any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to
direct or cause the direction of the management and policies thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof; provided, in determining the percentage of ownership
interests of any Person controlled by another Person, no ownership interest in the nature of a
“qualifying share” of the former Person shall be deemed to be outstanding.



     “Swing Line Lender” means Wells Fargo in its capacity as Swing Line Lender hereunder,
together with its permitted successors and assigns in such capacity.



     “Swing Line Loan” means a Loan made by Swing Line Lender to Company pursuant to Section 2.3.



     “Swing Line Note” means a promissory note in the form of Exhibit B-4, as it may be amended,
supplemented or otherwise modified from time to time.



     “Swing Line Sublimit” means the lesser of (i) $5,000,000, and (ii) the aggregate unused
amount of Revolving Commitments then in effect.



     “Syndication Agent” as defined in the preamble hereto.



     “Take Out Securities” means Capital Stock or other securities convertible into or otherwise
linked to Capital Stock, the net proceeds of which are used to pay, acquire, or redeem



33









 




(i) Existing Subordinated Notes pursuant to the Tender Offer and/or Redemption, or (ii) to repay
the Loans and/or the Revolving Commitments; provided, however, that to the extent the
issuance of such Capital Stock or other securities constitute Indebtedness, such Indebtedness shall
be unsecured and subordinated in a manner satisfactory to the Agents.




     “Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction
or withholding of any nature now or hereafter imposed, levied, collected, withheld or assessed by
any taxing authority; provided, “Tax on the overall net income” of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or
in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending
office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is
deemed to be doing business on or measured by all or part of the net income, profits or gains
(whether worldwide, or only insofar as such income, profits or gains are considered to arise in or
to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a
Lender, its applicable lending office).



     “Tender Offer” as defined in the preamble hereto.



     “Term Loan” means a Closing Date Term Loan, a Delayed Draw Term Loan or a New Term Loan.



     “Term Loan Commitment” means the Closing Date Term Loan Commitments and the Delayed Draw Term
Loan Commitments.



     “Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the
outstanding principal amount of the Term Loans (other than New Term Loans) of such Lender;
provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any
Lender shall be equal to such Lender’s Term Loan Commitment.



     “Term Loan Maturity Date” means the earlier of (i) May 16, 2011, and (ii) the date that all
Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.



     “Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended,
supplemented or otherwise modified from time to time.



     “Terminated Lender” as defined in Section 2.22.



     “Total Utilization of Revolving Commitments” means, as at any date of determination, the sum
of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving
Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank
for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate
principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.



     “Transaction Costs” means the fees, costs and expenses payable by Holdings, Company or any
of Company’s Subsidiaries in connection with the closing of the transactions



34









 




contemplated by the Credit Documents, on the Closing Date and Associated Fees, Costs and
Expenses.




     “Type of Loan” means (i) with respect to either Term Loans or Revolving Loans, a Base Rate
Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.



     “UBOC” as defined in the preamble hereto.



     “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in
effect in any applicable jurisdiction.



     “UCC Questionnaire” means a certificate in form satisfactory to the Collateral Agent that
provides information with respect to the personal or mixed property of each Credit Party.



     “Unadjusted Eurodollar Rate Component” means that component of the interest costs to Company
in respect of a Eurodollar Rate Loan that is based upon the rate obtained pursuant to clause (i)
of the definition of Adjusted Eurodollar Rate.



     “VCA Guarantor” as defined in Section 7.12.



     1.2 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity with GAAP.
Financial statements and other information required to be delivered by Holdings to Lenders
pursuant to Sections 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at
the time of such preparation (and delivered together with the reconciliation statements provided
for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in connection with
the definitions, covenants and other provisions hereof shall utilize accounting principles and
policies in conformity with those used to prepare the Historical Financial statements.



     1.3 Interpretation, etc. Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference. References herein to
any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an
Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the
word “include” or “including”, when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not nonlimiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used
with reference thereto, but rather shall be deemed to refer to all other items or matters that
fall within the broadest possible scope of such general statement, term or matter.



SECTION 2. LOANS




     2.1 Term Loans.



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          (a) Term Loan Commitments.



               (i) Subject to the terms and conditions hereof, each Lender severally agrees to make, on the
Closing Date, a Closing Date Term Loan to Company in an amount equal to such Lender’s Closing Date
Term Loan Commitment. Company may make only one borrowing under the Closing Date Term Loan
Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a)(i)
and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.12(a) and 2.13,
all amounts owed hereunder with respect to the Closing Date Term Loans shall be paid in full no
later than the Term Loan Maturity Date. Each Lender’s Closing Date Term Loan Commitment shall
terminate immediately and without further action on the Closing Date after giving effect to the
funding of such Lender’s Closing Date Term Loan Commitment on such date.



               (ii) Subject to the terms and conditions hereof, each Lender severally agrees to make, on the
DDTL Funding Date, a Delayed Draw Term Loan to the Company in an amount equal to such Lender’s
DDTL Commitment. Company may make only one borrowing under the DDTL Commitment which shall be on
the DDTL Funding Date. Any amount borrowed under this Section 2.1(a)(ii) and subsequently repaid
or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder
with respect to the Delayed Draw Term Loans shall be paid in full no later than the Term Loan
Maturity Date. Each Lender’s DDTL Commitment shall terminate immediately and without further
action on the DDTL Funding Date after giving effect to the funding of such Lender’s DDTL
Commitment on such date.



          (b) Borrowing Mechanics for Closing Date Term Loans.




               (i) Company shall deliver to Administrative Agent a fully executed and delivered Closing Date
Certificate (which shall be deemed to be a Funding Notice with respect to the Closing Date Term
Loans for all purposes hereof) no later than three Business Days prior to the Closing Date.
Promptly upon receipt by Administrative Agent of such certificate, Administrative Agent shall
notify each Lender of the proposed borrowing.



               (ii) Each Lender shall make its Closing Date Term Loan available to Administrative Agent not
later than 12:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds
in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver
of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the
Closing Date Term Loans available to Company on the Closing Date by causing an amount of same day
funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from
Lenders to be credited to the account of Company at the Principal Office designated by
Administrative Agent or to such other account as may be designated in writing to Administrative
Agent by Company.



          (c) Borrowing Mechanics for Delayed Draw Term Loans.




               (i) Company shall deliver to Administrative Agent a fully executed Funding Notice no later
than (y) three Business Days prior to the DDTL Funding Date in the case of Delayed Draw Term Loans
which are Eurodollar Rate Loans and (z) one Business Day



36









 




prior to the DDTL Funding Date in the case of Delayed Draw Term Loans which are Base Rate Loans.
Promptly upon receipt by Administrative Agent of such notice, Administrative Agent shall notify
each Lender of the proposed borrowing.




               (ii) Each Lender shall make its Delayed Draw Term Loan available to Administrative Agent not
later than 12:00 p.m. (New York City time) on the DDTL Funding Date, by wire transfer of same day
funds in Dollars, at the Principal office designated by Administrative Agent. Upon satisfaction or
waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds
of the Delayed Draw Term Loans available to the Company on the DDTL Funding Date by causing an
amount of same day funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders to be credited to the account of the Company at the Principal
Office designated by Administrative Agent or to such other account as may be designated in writing
to Administrative Agent by the Company.



     2.2 Revolving Loans.



          (a) Revolving Commitments. During the Revolving Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Company in
the aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided,
after giving effect to the making of any Revolving Loans in no event shall the Total Utilization
of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment
Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination
Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving
Loans and the Revolving Commitments shall be paid in full no later than such date.




          (b) Borrowing Mechanics for Revolving Loans.




               (i) Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of
$1,000,000 and integral multiples of $500,000 in excess of that amount, and Revolving Loans that
are Eurodollar Rate Loans shall be in an aggregate minimum amount of $2,000,000 and integral
multiples of $1,000,000 in excess of that amount.



               (ii) Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to
Administrative Agent a fully executed and delivered Funding Notice no later than 1:00 p.m. (New
York City time) at least three Business Days in advance of the proposed Credit Date in the case of
a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in
the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a
Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and
after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing
in accordance therewith.



               (iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with
the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest
rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with
reasonable promptness, but (provided Administrative Agent shall have



37









 




received such notice by 1:00 p.m. (New York City time)) not later than 3:00 p.m. (New York City
time) on the same day as Administrative Agent’s receipt of such Notice from Company.




               (iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent
not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of
same day funds in Dollars, at the Principal Office designated by the Administrative Agent. Except
as provided herein, upon satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the
applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of
all such Revolving Loans received by Administrative Agent from Lenders to be credited to the
account of Company at the Principal Office designated by the Administrative Agent or such other
account as may be designated in writing to Administrative Agent by Company.



     2.3 Swing Line Loans.



          (a) Swing Line Loans Commitments. During the Revolving Commitment Period, subject to
the terms and conditions hereof, Swing Line Lender hereby agrees to make Swing Line Loans to
Company in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided,
after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization
of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period.
Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date
and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans
and the Revolving Commitments shall be paid in full no later than such date.




          (b) Borrowing Mechanics for Swing Line Loans.




               (i) Swing Line Loans shall be made in an aggregate minimum amount of $100,000 and integral
multiples of $100,000 in excess of that amount.



               (ii) Whenever Company desires that Swing Line Lender make a Swing Line Loan, Company shall
deliver to Administrative Agent a Funding Notice no later than 1:00 p.m. (New York City time) on
the proposed Credit Date.



               (iii) Swing Line Lender shall make the amount of its Swing Line Loan available to
Administrative Agent not later than 3:00 p.m. (New York City time) on the applicable Credit Date
by wire transfer of same day funds in Dollars, at the Administrative Agent’s Principal Office.
Except as provided herein, upon satisfaction or waiver of the conditions precedent specified
herein, Administrative Agent shall make the proceeds of such Swing Line Loans available to Company
on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the
proceeds of all such Swing Line Loans received by Administrative Agent from Swing Line Lender to
be credited to the account of Company at the Administrative Agent’s Principal Office, or to such
other account as may be designated in writing to Administrative Agent by Company.



38









 





               (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by Company
pursuant to Section 2.12, Swing Line Lender may at any time in its sole and absolute discretion,
deliver to Administrative Agent (with a copy to Company), no later than 11:00 a.m. (New York City
time) at least one (1) Business Day in advance of the proposed Credit Date, a notice (which shall
be deemed to be a Funding Notice given by Company) requesting that each Lender holding a Revolving
Commitment make Revolving Loans that are Base Rate Loans to Company on such Credit Date in an
amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding
on the date such notice is given which the Swing Line Lender requests Lenders to prepay.
Notwithstanding anything contained in this Agreement to the contrary, (1) the proceeds of such
Revolving Loans made by the Lenders other than Swing Line Lender shall be immediately delivered by
the Administrative Agent to Swing Line Lender (and not to Company) and applied to repay a
corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are
made, Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be
paid with the proceeds of a Revolving Loan made by Swing Line Lender to Company, and such portion
of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and
shall no longer be due under the Swing Line Note of Swing Line Lender but shall instead constitute
part of Swing Line Lender’s outstanding Revolving Loans to Company and shall be due under the
Revolving Loan Note issued by Company to Swing Line Lender. Company hereby authorizes
Administrative Agent and Swing Line Lender to charge Company’s accounts with Administrative Agent
and Swing Line Lender (up to the amount available in each such account) in order to immediately pay
Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such
Revolving Loans made by Lenders, including the Revolving Loan deemed to be made by the Swing Line
Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any
such amount paid (or deemed to be paid) to Swing Line Lender should be recovered by or on behalf of
Company from Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or
otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the
manner contemplated by Section 2.16.



               (v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an
amount sufficient to repay any amounts owed to Swing Line Lender in respect of any outstanding
Swing Line Loans on or before the third Business Day after demand for payment thereof by Swing
Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to,
have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its
Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one
(1) Business Day’s notice from Swing Line Lender, each Lender holding a Revolving Commitment shall
deliver to Swing Line Lender an amount equal to its respective participation in the applicable
unpaid amount in same day funds at the Principal Office of Swing Line Lender. In order to evidence
such participation each Lender holding a Revolving Commitment agrees to enter into a participation
agreement at the request of Swing Line Lender in form and substance reasonably satisfactory to
Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available
to Swing Line Lender the amount of such Lender’s participation as provided in this paragraph,
Swing Line Lender shall be entitled to recover such amount on demand from such Lender together
with interest thereon for three Business Days at the rate customarily used by Swing Line Lender
for the correction of errors among banks and thereafter at the Base Rate, as applicable.



39









 





               (vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation
to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the
second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid
Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and
unconditional and shall not be affected by any circumstance, including without limitation (A) any
set-off, counterclaim, recoupment, defense or other right which such Lender may have against Swing
Line Lender, any Credit Party or any other Person for any reason whatsoever; (B) the occurrence or
continuation of a Default or Event of Default; (C) any adverse change in the business, operations,
properties, assets, condition (financial or otherwise) or prospects of any Credit Party; (D) any
breach of this Agreement or any other Credit Document by any party thereto; or (E) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing;
provided that such obligations of each Lender are subject to the condition that Swing Line
Lender believed in good faith that all conditions under Section 3.2 to the making of the applicable
Refunded Swing Line Loans or other unpaid Swing Line Loans, were satisfied at the time such
Refunded Swing Line Loans or unpaid Swing Line Loans were made, or the satisfaction of any such
condition not satisfied had been waived by Requisite Lenders prior to or at the time such Refunded
Swing Line Loans or other unpaid Swing Line Loans were made; and (2) Swing Line Lender shall not be
obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and
during the continuation of a Default or Event of Default or (B) at a time when a Funding Default
exists unless Swing Line Lender has entered into arrangements satisfactory to it and Company to
eliminate Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such
Swing Line Loan, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the
outstanding Swing Line Loans.



     2.4 Pro Rata Shares; Availability of Funds.



          (a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by
Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being
understood that no Lender shall be responsible for any default by any other Lender in such other
Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby
nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or
decreased as a result of a default by any other Lender in such other Lender’s obligation to make a
Loan requested hereunder or purchase a participation required hereby.




          (b) Availability of Funds. Unless Administrative Agent shall have been notified by
any Lender prior to the applicable Credit Date that such Lender does not intend to make available
to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date,
Administrative Agent may assume that such Lender has made such amount available to Administrative
Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be
obligated to, make available to Company a corresponding amount on such Credit Date. If such
corresponding amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on demand from such
Lender together with interest thereon, for each day from such Credit Date until the date such
amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and




40









 







thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent’s demand therefore, Administrative Agent shall promptly notify Company and
Company shall immediately pay such corresponding amount to Administrative Agent together with
interest thereon, for each day from such Credit Date until the date such amount is paid to
Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans.
Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill
its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that
Company may have against any Lender as a result of any default by such Lender hereunder.




     2.5 Use of Proceeds. All proceeds of the Closing Date Term Loans shall be applied by Company
to repay and refinance all amounts outstanding under the Existing Credit Agreement and to pay
fees, costs and expenses in connection therewith and, to the extent of any funds remaining
thereafter, for general corporate purposes. The proceeds of the Delayed Draw Term Loan shall be
applied by Company to tender, call or redeem the Existing Subordinated Notes pursuant to the
Tender Offer. The proceeds of the Revolving Loans, Letters of Credit, Swing Line Loans and any New
Term Loans shall be applied by Company for working capital and general corporate purposes of
Company and its Subsidiaries, including Permitted Acquisitions (including, without limitation, the
Redemption). No portion of the proceeds of any Credit Extension shall be used in any manner that
causes 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.



     2.6 Evidence of Debt; Register; Lenders’ Books and Records; Notes.



          (a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an
account or accounts evidencing the Indebtedness of Company to such Lender, including the amounts
of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation
shall be prima facie evidence thereof; provided, failure to make any such recordation, or
any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s
Obligations in respect of any applicable Loans; and provided further, in the event of any
inconsistency between the Register and any Lender’s records, the recordations in the Register
shall govern.




          (b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall
maintain at the Principal Office a register for the recordation of the names and addresses of
Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”).
The Register, as in effect at the close of business on the preceding Business Day, shall be
available for inspection by Company or any Lender at any reasonable time and from time to time
upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in
the Register the Revolving Commitments and the Loans in accordance with the provisions of Section
10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any
such recordation shall be conclusive and binding on Company and each Lender, absent manifest
error; provided, failure to make any such recordation, or any error in such recordation,
shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any
Loan. Company hereby designates Wells Fargo to serve as





41









 







Company’s agent solely for purposes of maintaining the Register as provided in this Section 2.6,
and Company hereby agrees that, to the extent Wells Fargo serves in such capacity, Wells Fargo and
its officers, directors, employees, agents, sub-agents and affiliates shall constitute
“Indemnitees.”




          (c) Notes. If so requested by any Lender by written notice to Company (with a copy to
Administrative Agent) at least two Business Days prior to the Closing Date, or at any time
thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so
specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6)
on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after
Company’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, New Term
Loan, Revolving Loan or Swing Line Loan, as the case may be.




     2.7 Interest on Loans.



          (a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the
unpaid principal amount thereof from the date made through repayment (whether by acceleration or
otherwise) thereof as follows:




               (i) in the case of Term Loans and Revolving Loans:




	 	(1)	 	if a Base Rate Loan, at the Base
Rate plus the Applicable Margin; or
	 
	 	(2)	 	if a Eurodollar Rate Loan, at the
Adjusted Eurodollar Rate plus the Applicable Margin; and





               (ii) in the case of Swing Line Loans, at the
Base Rate plus the Applicable Margin.



          (b) The basis for determining the rate of interest with respect to any Loan (except a Swing
Line Loan which can be made and maintained as Base Rate Loans only), and the Interest Period with
respect to any Eurodollar Rate Loan, shall be selected by Company and notified to Administrative
Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as
the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or
Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with
the terms hereof specifying the applicable basis for determining the rate of interest, then for
that day such Loan shall be a Base Rate Loan.




          (c) In connection with Eurodollar Rate Loans there shall be no more than twelve (12) Interest
Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or
a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such
Loan (if outstanding as a Eurodollar Rate Loan) shall be automatically converted into a Base Rate
Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a
Base Rate Loan will remain as, or (if not then outstanding) shall be made as, a Base Rate Loan).
In the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have
selected an Interest Period of one month. As soon as




42









 







practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall be prima facie evidence thereof)
the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give notice thereof (in
writing or by telephone confirmed in writing) to Company and each Lender.




          (d) Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of Base
Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of
Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days
elapsed in the period during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such Loan or, with
respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with
respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of
such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the
date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan
or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of
conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be
excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s
interest shall be paid on that Loan.




          (e) Interest on each Loan shall accrue and shall be payable in arrears on each Interest
Payment Date and at maturity, including final maturity; provided, that interest accruing
in accordance with Section 2.7(f)(ii) or Section 2.9 shall be payable on demand.




          (f) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter
of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing
from the date such drawing is honored to but excluding the date such amount is reimbursed by or on
behalf of Company at a rate equal to (i) for the period from the date such drawing is honored to
but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder
with respect to Revolving Loans that are Base Rate Loans, and (ii) from and after the applicable
Reimbursement Date (if not paid by the applicable Reimbursement Date), a rate which is 2% per
annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving
Loans that are Base Rate Loans.




          (g) Interest payable pursuant to Section 2.7(f) shall be computed on the basis of a
365/366-day year for the actual number of days elapsed in the period during which it accrues, and
shall be payable on demand or, if no demand is made, on the date on which the related drawing
under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any
payment of interest pursuant to Section 2.7(f), Issuing Bank shall distribute to each Lender, out
of the interest received by Issuing Bank in respect of the period from the date such drawing is
honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such
drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount
that such Lender would have been entitled to receive in respect of the letter of credit fee that
would have been payable in respect of such Letter of Credit for such period if no drawing had been
honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by
Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each
Lender which has paid all amounts payable by it under Section




43









 







2.23(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received
by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the
period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date
on which such portion of such honored drawing is reimbursed by Company.




     2.8 Conversion/Continuation.



          (a) Subject to Section 2.17 and so long as no Default or Event of Default shall have occurred
and then be continuing, Company shall have the option:




               (i) to convert at any time all or any part of any Term Loan or Revolving Loan equal to
$1,000,000 and integral multiples of $500,000 in excess of that amount from one Type of Loan to
another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the
expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay
all amounts due under Section 2.17 in connection with any such conversion; or



               (ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to
continue all or any portion of such Loan equal to $2,000,000 and integral multiples of $1,000,000
in excess of that amount as a Eurodollar Rate Loan.



          (b) The Company shall deliver a Conversion/Continuation Notice to Administrative Agent no
later than 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days
in advance of the proposed conversion/continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a
Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or
telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to effect a conversion or continuation in accordance
therewith.




     2.9 Default Interest. Upon the occurrence and during the continuance of an Event of Default
described in Section 8.1(a), the principal amount of all Loans and any interest payments on the
Loans or any fees or other amounts owed hereunder not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall, to the extent permitted by
applicable law, thereafter bear interest (including post-petition interest in any proceeding under
the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per
annum in excess of the interest rate otherwise payable hereunder with respect to the applicable
Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in
the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time
any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become
Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or
acceptance of the increased rates of interest provided for in this Section 2.9 is not a permitted
alternative to timely payment and shall not constitute a waiver of



44









 




any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative
Agent or any Lender.




     2.10 Fees.



          (a) Company agrees to pay to Lenders having Revolving Exposure:




               (i) commitment fees equal to (1) the average of the daily difference between (a) the Revolving
Commitments, and (b) the sum of (x) the aggregate principal amount of outstanding Revolving Loans
(but not any outstanding Swing Line Loans) plus (y) the Letter of Credit Usage, times (2) the
Applicable Revolving Commitment Fee Percentage; and



               (ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are
Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn
under all such Letters of Credit (regardless of whether any conditions for drawing could then be
met and determined as of the close of business on any date of determination).



          (b) [Reserved].




          (c) Company agrees to pay directly to Issuing Bank, for its own account, the following fees:




               (i) a fronting fee equal to 0.250%, per annum, times the average aggregate daily maximum
amount available to be drawn under all Letters of Credit (determined as of the close of business
on any date of determination); and



               (ii) such documentary and processing charges for any issuance, amendment, transfer or payment
of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges
and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.



          (d) All fees referred to in Section 2.10(a) shall be calculated on the basis of a 360-day
year, and the actual number of days elapsed and shall be payable quarterly in arrears on April 1,
July 1, October 1 and January 1 of each year during the Revolving Commitment Period, commencing on
the first such date to occur after the Closing Date, and on the Revolving Commitment Termination
Date.




          (e) In addition to any of the foregoing fees, Company agrees to pay to Agents such other fees
in the amounts and at the times separately agreed upon.




     2.11 Scheduled Payments. The principal amount of the Term Loans shall be repaid in
consecutive quarterly installments (each, an “Installment”) in the aggregate amounts set forth
below on the last day of each Fiscal Quarter (each, an “Installment Date”) commencing June 30,
2005:




45









 






	 	 	 	 	 
	Fiscal Quarter Ending	 	Installments
	June 30, 2005
	 	$	1,187,500	 
	September 30, 2005
	 	$	1,187,500	 
	December 31, 2005
	 	$	1,187,500	 
	March 31, 2006
	 	$	1,187,500	 
	June 30, 2006
	 	$	1,187,500	 
	September 30, 2006
	 	$	1,187,500	 
	December 31, 2006
	 	$	1,187,500	 
	March 31, 2007
	 	$	1,187,500	 
	June 30, 2007
	 	$	1,187,500	 
	September 30, 2007
	 	$	1,187,500	 
	December 31, 2007
	 	$	1,187,500	 
	March 31, 2008
	 	$	1,187,500	 
	June 30, 2008
	 	$	1,187,500	 
	September 30, 2008
	 	$	1,187,500	 
	December 31, 2008
	 	$	1,187,500	 
	March 31, 2009
	 	$	1,187,500	 
	June 30, 2009
	 	$	1,187,500	 
	September 30, 2009
	 	$	1,187,500	 
	December 31, 2009
	 	$	1,187,500	 
	March 31, 2010
	 	$	1,187,500	 
	June 30, 2010
	 	$	1,187,500	 
	September 30, 2010
	 	$	1,187,500	 
	December 31, 2010
	 	$	1,187,500	 
	March 31, 2011
	 	$	1,187,500	 
	Term Loan Maturity Date
	 	$	446,500,000	 






     ; provided, in the event any New Term Loans are made, the amount of any
Installment shall be applied on the relevant Installment Date, pro-rata in accordance with the
outstanding principal balances, to the Term Loans and the New Term Loans then outstanding on such
Installment Date.



     Notwithstanding the foregoing, (y) such Installments shall be reduced in connection with any
voluntary or mandatory prepayments of the Term Loans in accordance with Sections 2.12, 2.13 and
2.14 as applicable; and (z) the Term Loans, together with all other amounts owed hereunder with
respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.



     2.12 Voluntary Prepayments/Commitment Reductions.



          (a) Voluntary Prepayments.




               (i) Any time and from time to time:




     (1) with respect to Base Rate Loans, Company may prepay, any such Loans
on any Business Day in whole or in part, in an aggregate



46









 







minimum amount of $1,000,000 and integral multiples of $500,000 in excess
of that amount;




     (2) with respect to Eurodollar Rate Loans, Company may prepay, any such
Loans on any Business Day in whole or in part in an aggregate minimum amount
of $2,000,000 and integral multiples of $1,000,000 in excess of that amount;
and




     (3) with respect to Swing Line Loans, Company may prepay, any such
Loans on any Business Day in whole or in part in an aggregate minimum
amount of $100,000, and in integral multiples of $100,000 in excess of that
amount.



               (ii) All such prepayments shall be made:




     (1) upon not less than one Business Day’s prior written or telephonic
notice in the case of Base Rate Loans;




     (2) upon not less than three Business Day’s prior written or
telephonic notice in the case of Eurodollar Rate Loans; and




     (3) upon written or telephonic notice on the date of prepayment, in
the case of Swing Line Loans;


in each case given to Administrative Agent or Swing Line Lender, as the case may be, by 1:00 p.m.
(New York City time) on the date required and, if given by telephone, promptly confirmed in
writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic
or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or
telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such
notice, the principal amount of the Loans specified in such notice shall become due and payable on
the prepayment date specified therein.




          (b) Voluntary Commitment Reductions.




               (i) Company may, upon not less than three Business Days’ prior written or telephonic notice
confirmed in writing to Administrative Agent (which original written or telephonic notice
Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable
Lender), at any time and from time to time terminate in whole or permanently reduce in part,
without premium or penalty, the Revolving Commitments in an amount up to the amount by which the
Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such
proposed termination or reduction; provided, any such partial reduction of the Revolving
Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of
$1,000,000 in excess of that amount.



               (ii) Company’s notice to Administrative Agent shall designate the date (which shall be a
Business Day) of such termination or reduction and the amount of any partial reduction, and such
termination or reduction of the Revolving Commitments shall be effective on



47









 




the date specified in Company’s notice and shall reduce the Revolving Commitment of each Lender
proportionately to its Pro Rata Share thereof.




     2.13 Mandatory Prepayments/Commitment Reductions.



          (a) Asset Sales. No later than the first Business Day following the date of receipt by
Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans
and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an
aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default
or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate
Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not
exceed $10,000,000, Company shall have the option, directly or through one or more of its
Subsidiaries, to invest Net Asset Sale Proceeds within two hundred seventy (270) days of receipt
thereof in long term productive assets of the general type used in the business of Company and its
Subsidiaries; provided further, pending any such investment all such Net Asset Sale
Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction
in Revolving Commitments). Notwithstanding any of the foregoing to the contrary, upon receipt by
Company of Net Asset Sale Proceeds pursuant to the sale of assets permitted under Section 6.9(d),
Company may invest the first $1,000,000 of such proceeds directly or through one or more of its
Subsidiaries in long-term productive assets of the general type used in the business of Company and
its Subsidiaries, and the remainder of such Net Asset Sale Proceeds shall be applied in accordance
with the provisions set forth above.




          (b) Insurance/Condemnation Proceeds. No later than the first Business Day following
the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee,
of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving
Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount
equal to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or
Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net
Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination
do not exceed $10,000,000, Company shall have the option, directly or through one or more of its
Subsidiaries to invest such Net Insurance/Condemnation Proceeds within two hundred seventy (270)
days of receipt thereof in long term productive assets of the general type used in the business of
Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement
of the applicable assets thereof; provided further, pending any such investment all such
Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving
Loans to the extent outstanding (without a reduction in Revolving Commitments).




          (c) Issuance of Equity Securities. On the date of receipt by Holdings or Company of
any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, or the
sale of any Capital Stock of, Holdings or any of its Subsidiaries (other than (i) pursuant to any
employee stock or stock option compensation plan; (ii) equity issued in consideration of a
Permitted Acquisition; or (iii) issuances pursuant to any Take Out Securities), Company shall
prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in
Section 2.14(b) in an aggregate amount equal to 75% of such proceeds, net of underwriting
discounts and commissions and other reasonable costs and expenses




48









 







associated therewith, including reasonable legal fees and expenses; provided,
however, that notwithstanding any of the foregoing to the contrary set forth in this
Section 2.13(c), to the extent Holdings, Company and/or any of their Subsidiaries receives any
Cash proceeds from the issuance of Capital Stock or the sale of Capital Stock of any of Holdings’
Subsidiaries in connection with the creation of a Permitted Partially-Owned Subsidiary, Holdings
or Company shall on an annual basis commencing December 31, 2005, apply the aggregate amount of
such Cash proceeds received, to the extent such aggregate amount exceeds $250,000 per annum to
prepay the Loans and/or reduce the Revolving Commitments in accordance with Section 2.14(b).




          (d) Issuance of Debt. On the date of receipt by Holdings or any of its Subsidiaries of
any Cash proceeds from incurrence of any Indebtedness of Holdings or any of its Subsidiaries (other
than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1), Company
shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth
in Section 2.14(b) in an aggregate amount equal to 100% of such proceeds, net of underwriting
discounts and commissions and other reasonable costs and expenses associated therewith, including
reasonable legal fees and expenses.




          (e) Consolidated Excess Cash Flow. In the event that there shall be Consolidated
Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending December 31, 2005),
Company shall, no later than one hundred (100) days after the end of such Fiscal Year, prepay the
Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section
2.14(b) in an aggregate amount equal to 75% of such Consolidated Excess Cash Flow.




          (f) Revolving Loans and Swing Loans. Company shall from time to time prepay first,
the Swing Line Loans, and second, the Revolving Loans to the extent necessary so that the Total
Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then
in effect.




          (g) Prepayment Certificate. Concurrently with any prepayment of the Loans and/or
reduction of the Revolving Commitments pursuant to Sections 2.13(a) through 2.13(e), Company shall
deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the
calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the
case may be. In the event that Company shall subsequently determine that the actual amount
received exceeded the amount set forth in such certificate, Company shall promptly make an
additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced
in an amount equal to such excess, and Company shall concurrently therewith deliver to
Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such
excess.




     2.14 Application of Prepayments/Reductions.



          (a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan
pursuant to Section 2.12(a) shall be applied as specified by Company in the applicable notice of
prepayment; provided, in the event Company fails to specify the Loans to which any such
prepayment shall be applied, such prepayment shall be applied as follows:




49









 









     first, to repay outstanding Swing Line Loans to the full extent thereof;




     second, to repay outstanding Revolving Loans to the full extent thereof; and




     third, to repay the Term Loans on a pro rata basis (in accordance with the
outstanding principal amounts) and shall be further applied on a pro rata basis to
each scheduled Installment of principal of the Term Loans.


Any prepayment of Term Loan pursuant to Section 2.12(a) shall be further applied on a pro rata
basis to reduce the scheduled remaining installments of principal on Term Loans.




          (b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be
paid pursuant to Sections 2.13(a) through 2.13(e) shall be applied as follows:





     first, to prepay Term Loans on a pro rata basis (in accordance with the
outstanding principal amounts) and shall be further applied on a pro rata basis to
each scheduled Installment of principal of the Term Loans;




     second, to prepay the Swing Line Loans to the full extent thereof and to
permanently reduce the Revolving Commitments by the amount of such prepayment;




     third, to prepay the Revolving Loans to the full extent thereof and to further
permanently reduce the Revolving Commitments by the amount of such prepayment;




     fourth, to prepay outstanding reimbursement obligations with respect to
Letters of Credit and to further permanently reduce the Revolving Commitments by
the amount of such prepayment;




     fifth, to cash collateralize Letters of Credit and to further permanently
reduce the Revolving Commitments by the amount of such cash collateralization; and




     sixth, to further permanently reduce the Revolving Commitments to the full
extent thereof.



     2.15 General Provisions Regarding Payments.



          (a) All payments by Company of principal, interest, fees and other Obligations shall be made
in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or
condition, and delivered to Administrative Agent not later than 1:00 p.m. (New York City time) on
the date due at the Principal Office designated by the Administrative Agent for the account of
Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after
that time on such due date shall be deemed to have been paid by Company on the next succeeding
Business Day.




50









 








          (b) All payments in respect of the principal amount of any Loan (other than voluntary
prepayments of Revolving Loans) shall include payment of accrued interest on the principal amount
being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any
Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the
payment of interest before application to principal.




          (c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly
distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s
applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder,
together with all other amounts due thereto, including, without limitation, all fees payable with
respect thereto, to the extent received by Administrative Agent.




          (d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is
withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its
Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning payments received thereafter.




          (e) Subject to the provisos set forth in the definition of “Interest Period” as they may
apply to Eurodollar Rate Loans, whenever any payment to be made hereunder with respect to any Loan
shall be stated to be due on a day that is not a Business Day, such payment shall be made on the
next succeeding Business Day and, with respect to Revolving Loans only, such extension of time
shall be included in the computation of the payment of interest hereunder or of the Revolving
Commitment fees hereunder.




          (f) Company hereby authorizes Administrative Agent to charge Company’s accounts with
Administrative Agent in order to cause timely payment to be made to Administrative Agent of all
principal, interest, fees and expenses due hereunder (subject to sufficient funds being available
in its accounts for that purpose).




          (g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is
not made in same day funds prior to 1:00 p.m. (New York City time) to be a non-conforming payment.
Any such payment shall not be deemed to have been received by Administrative Agent until the later
of (i) the time such funds become available funds, and (ii) the applicable next Business Day.
Administrative Agent shall give prompt telephonic notice to Company and each applicable Lender
(confirmed in writing) if any payment is nonconforming. Any non-conforming payment may constitute
or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest
shall continue to accrue on any principal as to which a non-conforming payment is made until such
funds become available funds (but in no event less than the period from the date of such payment to
the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.9 from
the date such amount was due and payable until the date such amount is paid in full.




          (h) If an Event of Default shall have occurred and be continuing and not otherwise been
waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1,
notwithstanding Section 2.14, all payments or proceeds received by Agents hereunder in respect of
any of the Obligations, shall be applied in accordance with the application arrangements described
in Section 6.5 of the Pledge and Security Agreement.





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     2.16 Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise
provided in the Collateral Documents with respect to amounts realized from the exercise of rights
with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other
than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through
the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the
enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, fees and other amounts then due and
owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate
Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in
respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the
receipt of such payment and (b) apply a portion of such payment to purchase participations (which
it shall be deemed to have purchased from each seller of a participation simultaneously upon the
receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other
Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in
proportion to the Aggregate Amounts Due to them; provided, if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be
rescinded and the purchase prices paid for such participations shall be returned to such purchasing
Lender ratably to the extent of such recovery, but without interest. Company expressly consents to
the foregoing arrangement and agrees that any holder of a participation so purchased may exercise
any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies
owing by Company to that holder with respect thereto as fully as if that holder were owed the
amount of the participation held by that holder.



     2.17 Making or Maintaining Eurodollar Rate Loans.



          (a) Inability to Determine Applicable Interest Rate. In the event that Administrative
Agent shall have determined (which determination shall be prima facie evidence thereof), on any
Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Loans on the basis provided for in the
definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by
telefacsimile or by telephone confirmed in writing) to Company and each Lender of such
determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until
such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise
to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice
given by Company with respect to the Loans in respect of which such determination was made shall
be deemed to be rescinded by Company.




          (b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any
date any Lender shall have determined (which determination shall be prima facie evidence thereof,
but shall be made only after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of
compliance by such Lender in good faith with any law, treaty,





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governmental rule, regulation, guideline or order (or would conflict with any such treaty,
governmental rule, regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result
of contingencies occurring after the date hereof which materially and adversely affect the London
interbank market or the position of such Lender in that market, then, and in any such event, such
Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Company and Administrative Agent of such determination (which
notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans
shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent
such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall
make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base
Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans
(the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when required by law, and (4)
the Affected Loans shall automatically convert into Base Rate Loans on the date of such
termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as
described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a
Funding Notice or a Conversion/Continuation Notice, Company shall have the option, subject to the
provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as
to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender gives notice of
its determination as described above (which notice of rescission Administrative Agent shall
promptly transmit to each other Lender). Except as provided in the immediately preceding sentence,
nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected
Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance
with the terms hereof.




          (c) Compensation for Breakage or Non-Commencement of Interest Periods. Company shall
compensate each Lender, upon written request by such Lender (which request shall set forth the
basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including
any interest paid by such Lender to lenders of funds borrowed by it to make or carry its
Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection
with the liquidation or re-employment of such funds but excluding loss of anticipated profits)
which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a
borrowing of any Eurodollar Rate Loan does not occur on a date specified therefore in a Funding
Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar
Rate Loan does not occur on a date specified therefore in a Conversion/Continuation Notice or a
telephonic request for conversion or continuation; (ii) if any prepayment or other principal
payment or any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the last
day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its
Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by
Company.








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          (d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer
Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an
Affiliate of such Lender.




          (e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all
amounts payable to a Lender under this Section 2.17 and under Section 2.18 shall be made as though
such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of
a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and
having a maturity comparable to the relevant Interest Period and through the transfer of such
Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in
the United States of America; provided, however, each Lender may fund each of its
Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized
only for the purposes of calculating amounts payable under this Section 2.17 and under Section
2.18.




     2.18 Increased Costs; Capital Adequacy.



          (a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section
2.19 (which shall be controlling with respect to the matters covered thereby), in the event that
any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(a)) shall
determine (which determination shall be prima facie evidence thereof) that any law, treaty or
governmental rule, regulation or order, or any change therein or in the interpretation,
administration or application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or governmental
authority, in each case that becomes effective after the date hereof, or compliance by such Lender
with any guideline, request or directive issued or made after the date hereof by any central bank
or other governmental or quasi-governmental authority (whether or not having the force of law):
(i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any
franchise Tax or a Tax on the overall net income of such Lender) with respect to this Agreement or
any of the other Credit Documents or any of its obligations hereunder or thereunder or any
payments to such Lender (or its applicable lending office) of principal, interest, fees or any
other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including
any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory
loan, FDIC insurance or similar requirement against assets held by, or deposits or other
liabilities in or for the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such reserve or other
requirements with respect to Eurodollar Rate Loans that are reflected in the definition of
Adjusted Eurodollar Rate); or (iii) imposes any other condition (other than with respect to a Tax
matter) on or affecting such Lender (or its applicable lending office) or its obligations
hereunder or the London interbank market; and the result of any of the foregoing is to increase
the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce
any amount received or receivable by such Lender (or its applicable lending office) with respect
thereto; then, in any such case, Company shall promptly pay to such Lender, upon receipt of the
statement referred to in the next sentence, such additional amount or amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise as such Lender in
its sole discretion shall determine) as may be necessary to compensate such






54









 







Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such
Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting
forth in reasonable detail the basis for calculating the additional amounts owed to such Lender
under this Section 2.18(a), which statement shall be prima facie evidence thereof.




          (b) Capital Adequacy Adjustment. In the event that any Lender (which term shall
include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the
adoption, effectiveness, phase-in or applicability after the Closing Date of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the
interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender (or
its applicable lending office) with any guideline, request or directive regarding capital adequacy
(whether or not having the force of law) of any such Governmental Authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return on the capital of
such Lender or any corporation controlling such Lender as a consequence of, or with reference to,
such Lender’s Loans or Revolving Commitments, or participations therein or other obligations
hereunder with respect to the Loans to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in, applicability,
change or compliance (taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within five Business Days
after receipt by Company from such Lender of the statement referred to in the next sentence,
Company shall pay to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction. Such Lender shall
deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to Lender under this
Section 2.18(b), which statement shall be prima facie evidence thereof.




     2.19 Taxes; Withholding, etc.



          (a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and
under the other Credit Documents shall (except to the extent required by law) be paid free and
clear of, and without any deduction or withholding on account of, any Tax (other than a franchise
Tax or a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or
assessed by or within the United States of America or any political subdivision in or of the
United States of America or any other jurisdiction from or to which a payment is made by or on
behalf of any Credit Party.




          (b) Withholding of Taxes. If any Credit Party or any other Person is required by law
to make any deduction or withholding on account of any such Tax from any sum paid or payable by
any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for
purposes of this Section 2.19(b)) under any of the Credit Documents: (i) Company shall notify
Administrative Agent of any such requirement or any change in any such requirement as soon as
Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which
penalties attach thereto, such payment to be made (if the liability to pay is imposed on any
Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such
Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender;
(iii) the sum payable by such Credit Party in respect of






55









 







which the relevant deduction, withholding or payment is required shall be increased to the extent
necessary to ensure that, after the making of that deduction, withholding or payment,
Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal
to what it would have received had no such deduction, withholding or payment been required or made;
and (iv) within thirty (30) days after paying any sum from which it is required by law to make any
deduction or withholding, and within thirty (30) days after the due date of payment of any Tax
which it is required by clause (ii) above to pay, Company shall deliver to Administrative Agent
evidence satisfactory to the other affected parties of such deduction, withholding or payment and
of the remittance thereof to the relevant taxing or other authority; provided, no such
additional amount shall be required to be paid to any Lender or Administrative Agent under clause
(iii) above except to the extent that any change after the date hereof (in the case of each Lender
listed on the signature pages hereof on the Closing Date) or after the effective date of the
Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other
Lender) in any requirement mentioned therein for a deduction, withholding or payment shall result
in an increase in the rate of such deduction, withholding or payment from that in effect at the
date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments
to such Lender or Administrative Agent.




          (c) Evidence of Exemption From U.S. Withholding Tax. (i) Each Lender that is not a
United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code)
for U.S. federal income tax purposes (a “Non-US Lender”) shall deliver to Administrative Agent for
transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the
signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement
pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times
as may be necessary in the determination of Company or Administrative Agent (each in the
reasonable exercise of its discretion), (A) two original copies of Internal Revenue Service Form
W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender,
and such other documentation required under the Internal Revenue Code and reasonably requested by
Company to establish that such Lender is not subject to deduction or withholding of United States
federal income tax with respect to any payments to such Lender of principal, interest, fees or
other amounts payable under any of the Credit Documents, or (B) if such Lender is not a “bank” or
other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either
Internal Revenue Service Form W-8BEN or W-8ECI pursuant to clause (A) above, a Certificate re
Non-Bank Status together with two original copies of Internal Revenue Service Form W-8 (or any
successor form), properly completed and duly executed by such Lender, and such other documentation
required under the Internal Revenue Code and reasonably requested by Company to establish that
such Lender is not subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of interest payable under any of the Credit Documents. Each
Lender required to deliver any forms, certificates or other evidence with respect to United States
federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time
to time after the initial delivery by such Lender of such forms, certificates or other evidence,
whenever a lapse in time or change in circumstances renders such forms, certificates or other
evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver
to Administrative Agent for transmission to Company two new original copies of Internal Revenue
Service Form W-8BEN or W-8ECI, or a Certificate re Non-Bank Status and two original copies of
Internal Revenue Service Form W-8, as the case may be, properly completed








56









 







and duly executed by such Lender, and such other documentation required under the Internal Revenue
Code and reasonably requested by Company to confirm or establish that such Lender is not subject to
deduction or withholding of United States federal income tax with respect to payments to such
Lender under the Credit Documents, or notify Administrative Agent and Company of its inability to
deliver any such forms, certificates or other evidence. Company shall not be required to pay any
additional amount to any Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed
to deliver the forms, certificates or other evidence referred to in the second sentence of this
Section 2.19(c), or (2) to notify Administrative Agent and Company of its inability to deliver any
such forms, certificates or other evidence, as the case may be; provided, if such Lender
shall have satisfied the requirements of the first sentence of this Section 2.19(c) on the Closing
Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as
applicable, nothing in this last sentence of Section 2.19(c) shall relieve Company of its
obligation to pay any additional amounts pursuant to Section 2.18(a) in the event that, as a result
of any change in any applicable law, treaty or governmental rule, regulation or order, or any
change in the interpretation, administration or application thereof, such Lender is no longer
properly entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding as described herein.




               (ii) If any non-corporate Lender is a United States Person as such term is defined in the
Internal Revenue Code, such Lender shall deliver to Administrative Agent on or prior to the
Closing Date or on or prior to the date of the Assignment Agreement, pursuant to which it becomes
a Lender (in the case of each other Lender) two original copies of Internal Revenue Service Form
W-9 (or any successor forms), properly completed and duly executed by such Lender and such other
documentation required under the Internal Revenue Code to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with respect to such
principal, interest, fees or other amounts payable under the any of the Credit Documents.



     2.20 Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes
of this Section 2.20) agrees that, as promptly as practicable after the officer of such Lender
responsible for administering its Loans becomes aware of the occurrence of an event or the
existence of a condition that would cause such Lender to become an Affected Lender or that would
entitle such Lender to receive payments under Section 2.17, 2.18 or 2.19, it will, to the extent
not inconsistent with the internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions,
including any Affected Loans, through another office of such Lender, or (b) take such other
measures as such Lender may deem reasonable, if as a result thereof the circumstances which would
cause such Lender to be an Affected Lender would cease to exist or the additional amounts which
would otherwise be required to be paid to such Lender pursuant to Section 2.17, 2.18 or 2.19 would
be materially reduced and if, as determined by such Lender in its sole but reasonable discretion,
the making, issuing, funding or maintaining of such Revolving Commitments or Loans through such
other office or in accordance with such other measures, as the case may be, would not otherwise
adversely affect such Revolving Commitments or Loans or the interests of such Lender;
provided, such Lender will not be obligated to utilize such other office pursuant to this
Section 2.20 unless Company agrees to pay all incremental expenses incurred by such Lender as a
result of utilizing such other office as described above. A



57









 




certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.20
(setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender
to Company (with a copy to Administrative Agent) shall be prima facie evidence thereof.




     2.21 Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the
event that any Lender, at the direction or request of any regulatory agency or authority, defaults
(a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its
portion of any unreimbursed payment under Section 2.3(b)(iv) (in each case, a “Defaulted Loan”),
then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender
shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting
of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent
permitted by applicable law, until such time as the Default Excess with respect to such Defaulting
Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall,
if Company so directs at the time of making such voluntary prepayment, be applied to the Revolving
Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the
Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the
Revolving Loans shall, if Company so directs at the time of making such mandatory prepayment, be
applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting
Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it
being understood and agreed that Company shall be entitled to retain any portion of any mandatory
prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of
the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving
Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the
Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee
payable to Lenders in respect of any day during any Default Period with respect to such Defaulting
Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee
pursuant to Section 2.10 with respect to such Defaulting Lender’s Revolving Commitment in respect
of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of
Revolving Commitments as at any date of determination shall be calculated as if such Defaulting
Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any
Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in
this Section 2.21, performance by Company of its obligations hereunder and the other Credit
Documents shall not be excused or otherwise modified as a result of any Funding Default or the
operation of this Section 2.21. The rights and remedies against a Defaulting Lender under this
Section 2.21 are in addition to other rights and remedies which Company may have against such
Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender
may have against such Defaulting Lender with respect to any Funding Default.



     2.22 Removal or Replacement of a Lender. Anything contained herein to the contrary
notwithstanding, in the event that: (a) any Lender (an “Increased-Cost Lender”) shall give notice
to Company that such Lender is an Affected Lender or that such Lender is entitled to receive
payments under Section 2.17, 2.18 or 2.19, the circumstances which have caused such Lender to be
an Affected Lender or which entitle such Lender to receive such payments shall remain in effect,
and such Lender shall fail to withdraw such notice within five Business Days after Company’s
request for such withdrawal; or (b) any Lender shall become a Defaulting



58









 




Lender, the Default Period for such Defaulting Lender shall remain in effect, and such Defaulting
Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within
five Business Days after Company’s request that it cure such default; or (c) in connection with any
proposed amendment, modification, termination, waiver or consent with respect to any of the
provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have
been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”)
whose consent is required shall not have been obtained; then, with respect to each such
Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”),
Company may, by giving written notice to Administrative Agent and any Terminated Lender of its
election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby
irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full
to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions
of Section 10.6 and Terminated Lender shall pay any fees payable thereunder in connection with such
assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay
to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all
unreimbursed drawing that have been funded by such Terminated Lender, together with all then unpaid
interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore
unpaid fees owing to such Terminated Lender pursuant to Section 2.10; (2) on the date of such
assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section
2.17(c), 2.18 or 2.19 or otherwise as if it were a prepayment; and (3) in the event such Terminated
Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such
assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender;
provided, Company may not make such election with respect to any Terminated Lender that is
also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused
each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all
amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving
Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes
hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall
survive as to such Terminated Lender.




     2.23 Issuance of Letters of Credit and Purchase of Participations Therein.



          (a) Letters of Credit. During the Revolving Commitment Period, subject to the terms
and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Company
in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided,
(i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter
of Credit shall not be less than $10,000 or such lesser amount as is acceptable to Issuing Bank;
(iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving
Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such
issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then
in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than
the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year
from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any
commercial Letter of Credit (x) have an expiration date later than the earlier of (1) the
Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date








59









 







of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of
Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the
foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended
for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to
extend for any such additional period; provided, Issuing Bank shall not extend any such
Letter of Credit if it has received written notice that an Event of Default has occurred and is
continuing at the time Issuing Bank must elect to allow such extension; provided,
further, in the event a Funding Default exists, Issuing Bank shall not be required to issue
any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and
Company to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of
the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of
the Letter of Credit Usage.




          (b) Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit,
it shall deliver to Administrative Agent an Issuance Notice no later than 12:00 p.m. (New York
City time) at least three Business Days (in the case of standby letters of credit) or five
Business Days (in the case of commercial letters of credit), or in each case such shorter period
as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of
issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank
shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard
operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a
Letter of Credit, Issuing Bank shall promptly notify each Lender of such issuance, which notice
shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter
of Credit and the amount of such Lender’s respective participation in such Letter of Credit
pursuant to Section 2.23(e).




          (c) Responsibility of Issuing Bank With Respect to Requests for Drawings and
Payments. In determining whether to honor any drawing under any Letter of Credit by the
beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered
under such Letter of Credit with reasonable care so as to ascertain whether they appear on their
face to be in accordance with the terms and conditions of such Letter of Credit. As between
Company and Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of
Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be
responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and issuance of any such
Letter of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of
Credit to comply fully with any conditions required in order to draw upon such Letter of Credit;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing






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under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of
Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent
the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing
and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with
the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted
in good faith, shall not give rise to any liability on the part of Issuing Bank to Company.
Notwithstanding anything to the contrary contained in this Section 2.23(c), Company shall retain
any and all rights it may have against Issuing Bank for any liability arising solely out of the
gross negligence or willful misconduct of Issuing Bank.




          (d) Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit. In the
event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall
immediately notify Company and Administrative Agent, and Company shall reimburse Issuing Bank on
or before the Business Day immediately following the date on which such drawing is honored (the
“Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such
honored drawing; provided, anything contained herein to the contrary notwithstanding, (i)
unless Company shall have notified Administrative Agent and Issuing Bank prior to 10:00 a.m. (New
York City time) on the date such drawing is honored that Company intends to reimburse Issuing Bank
for the amount of such honored drawing with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely Funding Notice to Administrative Agent requesting
Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in
Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of
the conditions specified in Section 3.2, Lenders shall, on the Reimbursement Date, make Revolving
Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall
be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such
honored drawing; and provided further, if for any reason proceeds of Revolving Loans are
not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such
honored drawing, Company shall reimburse Issuing Bank, on demand, in an amount in same day funds
equal to the excess of the amount of such honored drawing over the aggregate amount of such
Revolving Loans, if any, which are so received. Nothing in this Section 2.23(d) shall be deemed to
relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set
forth herein, and Company shall retain any and all rights it may have against any Lender resulting
from the failure of such Lender to make such Revolving Loans under this Section 2.23(d).




          (e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the
issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to
have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in
such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro
Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any
time may become available to be drawn thereunder. In the event that Company shall fail for any
reason to reimburse Issuing Bank as provided in Section 2.23(d), Issuing Bank shall promptly
notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s
respective participation therein based on such Lender’s Pro Rata Share of the Revolving
Commitments. Each Lender shall make available to Issuing Bank an amount equal to its respective
participation, in Dollars and in same day funds, at the office of






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Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first
business day (under the laws of the jurisdiction in which such office of Issuing Bank is located)
after the date notified by Issuing Bank. In the event that any Lender fails to make available to
Issuing Bank on such business day the amount of such Lender’s participation in such Letter of
Credit as provided in this Section 2.23(e), Issuing Bank shall be entitled to recover such amount
on demand from such Lender together with interest thereon for three Business Days at the rate
customarily used by Issuing Bank for the correction of errors among banks and thereafter at the
Base Rate. Nothing in this Section 2.23(e) shall be deemed to prejudice the right of any Lender to
recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to
this Section in the event that it is determined that the payment with respect to a Letter of Credit
in respect of which payment was made by such Lender constituted gross negligence or willful
misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by
other Lenders pursuant to this Section 2.23(e) for all or any portion of any drawing honored by
Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has
paid all amounts payable by it under this Section 2.23(e) with respect to such honored drawing such
Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Company in
reimbursement of such honored drawing when such payments are received. Any such distribution shall
be made to a Lender at its primary address set forth below its name on Appendix B or at such other
address as such Lender may request.




          (f) Obligations Absolute. The obligation of Company to reimburse Issuing Bank for
drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by
Lenders pursuant to Section 2.23(d) and the obligations of Lenders under Section 2.23(e) shall be
unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under
all circumstances including any of the following circumstances: (i) any lack of validity or
enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other
right which Company or any Lender may have at any time against a beneficiary or any transferee of
any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank,
Lender or any other Person or, in the case of a Lender, against Company, whether in connection
herewith, the transactions contemplated herein or any unrelated transaction (including any
underlying transaction between Company or one of its Subsidiaries and the beneficiary for which
any Letter of Credit was procured); (iii) any draft or other document presented under any Letter
of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under
any Letter of Credit against presentation of a draft or other document which does not
substantially comply with the terms of such Letter of Credit; (v) any adverse change in the
business, operations, properties, assets, condition (financial or otherwise) or prospects of
Holdings or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any
party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any
of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and
be continuing; provided, in each case, that payment by Issuing Bank under the applicable
Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank
under the circumstances in question.




          (g) Indemnification. Without duplication of any obligation of Company under Section
10.2 or 10.3, in addition to amounts payable as provided herein, Company hereby agrees to protect,
indemnify, pay and save harmless Issuing Bank from and against any and all claims,




          


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demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees,
expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank
may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter
of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct
of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made
under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing
under any such Letter of Credit as a result of any Governmental Act.




     2.24 Incremental Facilities. Company may by written notice to Syndication Agent elect to
request the establishment of one or more new term loan commitments (the “New Term Loan
Commitments”), by an amount not in excess of $25,000,000 in the aggregate and not less than
$10,000,000 individually (or such lesser amount which shall be approved by Administrative Agent
and Syndication Agent), and integral multiples of $1,000,000 in excess of that amount. Each such
notice shall specify (A) the date (each, an “Increased Amount Date”) on which Company proposes
that the New Term Loan Commitments shall be effective, which shall be a date not less than 10
Business Days after the date on which such notice is delivered to Syndication Agent (or such later
date as may be agreed to by the Syndication Agent), and (B) the identity of each Lender or other
Person that is an Eligible Assignee (each, a “New Term Loan Lender”) to whom Company proposes any
portion of such New Term Loan Commitments be allocated and the amounts of such allocations;
provided that any Lender approached to provide all or a portion of the New Term Loan
Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment.
Such New Term Loan Commitments shall become effective, as of such Increased Amount Date;
provided that (1) no Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to such New Term Loan Commitments, as applicable; (2) both before
and after giving effect to the making of any Series of New Term Loans, each of the conditions set
forth in Section 3.2 shall be satisfied; (3) Company and its Subsidiaries shall be in pro forma
compliance with each of the covenants set forth in Section 6.8 as of the last day of the most
recently ended Fiscal Quarter after giving effect to such New Term Loan Commitments; (4) the New
Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and
delivered by Company, Syndication Agent and Administrative Agent, each of which Joinder Agreements
shall be recorded in the Register and shall be subject to the requirements set forth in Section
2.19(c); (5) Company shall make any payments required pursuant to such Joinder Agreements in
connection with the New Term Loan Commitments; and (6) Company shall deliver or cause to be
delivered any legal opinions or other documents reasonably requested by Administrative Agent in
connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be
designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement.



     On any Increased Amount Date on which any New Term Loan Commitments of any Series are
effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term
Loan Lender of any Series shall make a Loan to Company (a “New Term Loan”) in an amount equal to
its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series
shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and
the New Term Loans of such Series made pursuant thereto.



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     Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each
Increased Amount Date and in respect thereof the Series of New Term Loan Commitments and the New
Term Loan Lenders of such Series.



     The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series
shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term
Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series
shall be no shorter than the remaining weighted average life to maturity of the Terms Loans, (ii)
the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final
maturity of the Term Loans, and (iii) the rate of interest and any non-usage fee applicable to the
New Term Loans of each Series shall be as determined by Company and the applicable new Lenders and
shall be set forth in each applicable Joinder Agreement;
provided however that the interest
rate applicable to the New Term Loans shall not be greater than the highest interest rate that may,
under any circumstances, be payable with respect to Term Loans plus 0.50% per annum unless the
interest rate with respect to the Term Loan is increased so as to equal the interest rate
applicable to the New Term Loans. Each Joinder Agreement may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Credit Documents as may be
necessary or appropriate, in the opinion of the Syndication Agent and Administrative Agent, to
effect the provisions of this Section 2.24.



SECTION 3. CONDITIONS PRECEDENT





	3.1
 Closing Date. The obligation of any Lender to make a Credit Extension on the Closing Date
is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following
conditions on or before the Closing Date:





          (a) Credit Documents. Administrative Agent shall have received sufficient copies of
each Credit Document originally executed and delivered by each applicable Credit Party for each
Lender.




          (b) Organizational Documents; Incumbency. Administrative Agent shall have received
(i) sufficient copies of each Organizational Document originally executed and delivered by each
Credit Party, as applicable, and accompanied by a certificate by an Authorized Officer certifying
that there have been no material amendments to those Organizational Documents previously delivered
to the Administrative Agent in connection with the Existing Credit Agreement; (ii) signature and
incumbency certificates of the officers of such Person executing the Credit Documents to which it
is a party; (iii) resolutions of the Board of Directors or similar governing body of each Credit
Party approving and authorizing the execution, delivery and performance of this Agreement and the
other Credit Documents or by which it or its assets may be bound as of the Closing Date, certified
as of the Closing Date by its secretary or an assistant secretary as being in full force and
effect without modification or amendment; (iv) a good standing certificate from the applicable
Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or
formation, each dated a recent date prior to the Closing Date; and (v) such other documents as
Administrative Agent may reasonably request.




          (c) Organizational and Capital Structure. The organizational structure and capital
structure of Holdings and its Subsidiaries, shall be as set forth on Schedule 4.1.









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          (d) Existing Credit Agreement. On the Closing Date, Holdings and its Subsidiaries
shall have (i) repaid in full the Existing Credit Agreement, (ii) terminated any commitments to
lend or make other extensions of credit thereunder, and (iii) delivered to Syndication Agent and
Administrative Agent all documents or instruments necessary to release all Liens securing the
Existing Credit Agreement or other obligations of Holdings and its Subsidiaries thereunder being
repaid on the Closing Date.




          (e) Transaction Costs. On or prior to the Closing Date, Company shall have delivered
to Administrative Agent Company’s reasonable best estimate of the Transactions Costs (other than
fees payable to any Agent).




          (f) Governmental Authorizations and Consents. Each Credit Party shall have obtained
all Governmental Authorizations and all consents of other Persons, in each case that are necessary
or advisable in connection with the transactions contemplated by the Credit Documents and each of
the foregoing shall be in full force and effect and in form and substance reasonably satisfactory
to Syndication Agent and Administrative Agent. All applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority which would restrain,
prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit
Documents or the financing thereof and no action, request for stay, petition for review or
rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and
the time for any applicable agency to take action to set aside its consent on its own motion shall
have expired.




          (g) Real Estate Assets. In order to create in favor of Collateral Agent, for the
benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein,
perfected First Priority security interest in the Material Real Estate Assets, Collateral Agent
shall have received from Company and each applicable Guarantor:




               (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate
places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule
3.1(g) (each, a “Closing Date Mortgaged Property”);



               (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral
Agent) in (i) Alaska, (ii) California, (iii) Louisiana, (iv) Maryland, (v) New Mexico and (vi)
Nevada, in each case with respect to the enforceability of the form(s) of Mortgages to be recorded
in such state and such other matters as Collateral Agent may reasonably request, in each case in
form and substance reasonably satisfactory to Collateral Agent;



               (iii) [Reserved];



               (iv) (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued
by one or more title companies reasonably satisfactory to Collateral Agent with respect to each
Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market
value of each Closing Date Mortgaged Property, together with a title report issued by a title
company with respect thereto, dated not more than thirty days prior to the Closing Date and copies
of all recorded documents listed as exceptions to title or








65









 










otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral
Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the
title company or to the appropriate governmental authorities all expenses and premiums of the title
company and all other sums required in connection with the issuance of each Title Policy and all
recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection
with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real
estate records; and




               (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in
a community that participates in the National Flood Insurance Program, in each case in compliance
with any applicable regulations of the Board of Governors of the Federal Reserve System, in form
and substance reasonably satisfactory to Collateral Agent.



          (h) Personal Property Collateral. In order to create in favor of Collateral Agent,
for the benefit of Secured Parties, a valid and perfected First Priority security interest in the
personal property Collateral, Collateral Agent shall have received:




               (i) evidence satisfactory to the Collateral Agent of the compliance by each Credit Party of
their obligations under the Pledge and Security Agreement and the other Collateral Documents
(including, without limitation, their obligations to execute and deliver UCC financing statements,
originals of securities, instruments and chattel paper and any agreements governing deposit and/or
securities accounts as provided therein);



               (ii) a certificate of an Authorized Officer listing each Credit Party, together with each
Credit Party’s jurisdiction of incorporation, organization or formation and organizational
identification number (if any); and



               (iii) evidence that each Credit Party shall have taken or caused to be taken any other
action, executed and delivered or caused to be executed and delivered any other agreement,
document and instrument and made or caused to be made any other filing and recording (other than
as set forth herein) reasonably required by Collateral Agent.



          (i) Financial Statements; Projections. Lenders shall have received from Holdings (i)
the Historical Financial Statements, (ii) pro forma consolidated and consolidating balance sheets
of Holdings and its Subsidiaries as at the most recent calendar quarter end prior to the Closing
Date, the related financings and the other transactions contemplated by the Credit Documents to
occur on or prior to the Closing Date, which pro forma financial statements shall be in form and
substance satisfactory to Administrative Agent and Syndication Agent, and (iii) projected
consolidated financial statements of Holdings and its Subsidiaries for the five year period
commencing with Fiscal Year 2005 (the “Projections”).




          (j) Evidence of Insurance. Syndication Agent and Administrative Agent shall have
received a certificate from Holding’s insurance broker or other evidence satisfactory to it that
all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and
that Administrative Agent, for the benefit of Lenders has been named as additional insured and
loss payee thereunder to the extent required under Section 5.5.









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          (k) Opinion of Counsel to Credit Parties. Lenders and their respective counsel shall
have received originally executed copies of the favorable written opinion of Akin Gump Strauss
Hauer & Feld LLP, counsel for Credit Parties, in the form of Exhibit D and as to such other matters
as Administrative Agent or Syndication Agent may reasonably request, dated as of the Closing Date
and otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication
Agent.




          (l) Fees. Company shall have paid to Syndication Agent and Administrative Agent, the
fees payable on the Closing Date referred to in Section 2.10(e).




          (m) Closing Date Certificate. Holdings and Company shall have delivered to
Syndication Agent and Administrative Agent an originally executed Closing Date Certificate,
together with all attachments thereto.




          (n) No Litigation. There shall not exist any action, suit, investigation, litigation
or proceeding or other legal or regulatory developments, pending or threatened in any court or
before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative
Agent and Syndication Agent, singly or in the aggregate, materially impairs the transactions
contemplated by the Credit Documents, or that could have a Material Adverse Effect.




          (o) Completion of Proceedings. All partnership, corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Administrative Agent or Syndication Agent
and its counsel shall be satisfactory in form and substance to Administrative Agent and
Syndication Agent and such counsel, and Administrative Agent, Syndication Agent and such counsel
shall have received all such counterpart originals or certified copies of such documents as
Administrative Agent or Syndication Agent may reasonably request.




          (p) Funding Notice. Company shall have delivered to Administrative Agent a fully
executed Funding Notice with respect to the Closing Date Term Loans to be made on the Closing
Date.




          (q) Designated Senior Debt. Company shall take all actions reasonably requested by
Administrative Agent or Syndication Agent to designate the Obligations hereunder as “Designated
Senior Debt” under the Existing Subordinated Note Indenture (such actions to include, without
limitation, (i) a board resolution or action by unanimous consent designating the Obligations
hereunder as “Designated Senior Debt”; and (ii) a notice to the Trustee under the Existing
Subordinated Note Indenture designating the Obligations hereunder as “Designated Senior Debt”).




          (r) Maximum Leverage Ratio. The ratio of (i) total indebtedness for the Company and
its Subsidiaries as of the Closing Date to (ii) pro forma Consolidated Adjusted EBITDA for the
twelve-month period ending March 31, 2005 shall not be greater than 3.25:1.00.




          (s) Minimum EBITDA. Administrative Agent and Syndication Agent shall have received
evidence that pro forma Consolidated Adjusted EBITDA after giving effect to the








67









 







Credit Documents for the twelve-month period ending March 31, 2005 shall not be less than
$145,000,000.




     Each Lender, by delivering its signature page to this Agreement and funding a Loan on the
Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each
Credit Document and each other document required to be approved by any Agent, Requisite Lenders or
Lenders, as applicable on the Closing Date.



     3.2 Conditions to Each Credit Extension.



          (a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing
Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to
the satisfaction, or waiver in accordance with Section 10.5, of the following conditions
precedent:




               (i) Administrative Agent shall have received a fully executed and delivered Funding Notice;



               (ii) after making the Credit Extensions requested on such Credit Date, (y) the Total
Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect and
(z) with respect to Revolving Loans used to finance Permitted Acquisitions, after making the
Credit Extensions on such Credit Date, Company shall have $10,000,000 of unutilized Revolving
Commitments available and the Leverage Ratio determined on a pro forma basis as of the last day of
the Fiscal Quarter most recently ended and giving effect to the Permitted Acquisition as of such
date shall be not greater than the ratio specified in Section 6.8 with respect to such date
less 0.125.



               (iii) as of such Credit Date, the representations and warranties contained herein and in the
other Credit Documents shall be true and correct in all material respects on and as of that Credit
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 such
representations and warranties shall have been true and correct in all material respects on and as
of such earlier date;



               (iv) as of such Credit Date, no event shall have occurred and be continuing or would result
from the consummation of the applicable Credit Extension that would constitute an Event of Default
or a Default; and



               (v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall
have received (i) a fully executed and delivered Issuance Notice, (ii) all other information
required by the applicable Issuance Notice and (iii) such other documents or information as
Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.



          (b) Notices. Any Notice shall be executed by an Authorized Officer in a writing
delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative
Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or
issuance of a Letter of Credit, as the case may be; provided each such








68









 







notice shall be promptly confirmed in writing by delivery of the applicable Notice to
Administrative Agent on or before the applicable date of borrowing or continuation/conversion.
Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon
any telephonic notice referred to above that Administrative Agent believes in good faith to have
been given by a duly authorized officer or other person authorized on behalf of Company or for
otherwise acting in good faith.




SECTION 4. REPRESENTATIONS AND WARRANTIES




     In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each
Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and
Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true
and correct:



     4.1 Organization; Requisite Power and Authority; Qualification. Each of Holdings and its
Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and
authority to own and operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry
out the transactions contemplated thereby, and (c) is qualified to do business and in good standing
in every jurisdiction where its assets are located and wherever necessary to carry out its business
and operations, except in jurisdictions where the failure to be so qualified or in good standing
has not had, and could not be reasonably expected to have, a Material Adverse Effect.



     4.2 Capital Stock and Ownership. The Capital Stock of each of Holdings and its Subsidiaries
has been duly authorized and validly issued and is fully paid and non-assessable. Except as set
forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right,
commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring,
and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries
outstanding which upon conversion or exchange would require, the issuance by Holdings or any of
its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any
of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right
to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of
its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of
its Subsidiaries in their respective Subsidiaries as of the Closing Date.



     4.3 Due Authorization. The execution, delivery and performance of the Credit Documents have
been duly authorized by all necessary action on the part of each Credit Party that is a party
thereto.



     4.4 No Conflict. The execution, delivery and performance by Credit Parties of the Credit
Documents to which they are parties and the consummation of the transactions contemplated by the
Credit Documents do not and will not (a) violate any provision of any law or any governmental rule
or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational
Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or
other agency of government binding on Holdings or any of its Subsidiaries except to the extent
such violation could not be reasonably expected to have a Material Adverse



69









 




Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries except to
the extent such conflict, breach or default could not reasonably be expected to have a Material
Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the
properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any
of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require
any approval of stockholders, members or partners or any approval or consent of any Person under
any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or
consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders
and except for any such approvals or consents the failure of which to obtain will not have a
Material Adverse Effect.




     4.5 Governmental Consents. The execution, delivery and performance by Credit Parties of the
Credit Documents to which they are parties and the consummation of the transactions contemplated
by the Credit Documents do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by, any Governmental Authority except for filings and
recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent
for filing and/or recordation, as of the Closing Date.



     4.6 Binding Obligation. Each Credit Document has been duly executed and delivered by each
Credit Party that is a party thereto and is the legally valid and binding obligation of such
Credit Party, enforceable against such Credit Party in accordance with its respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors’ rights generally or by equitable principles relating to
enforceability.



     4.7 Historical Financial Statements. The Historical Financial Statements were prepared in
conformity with GAAP and fairly present, in all material respects, the financial position, on a
consolidated basis, of the Persons described in such financial statements as at the respective
dates thereof and the results of operations and cash flows, on a consolidated basis, of the
entities described therein for each of the periods then ended, subject, in the case of any such
unaudited financial statements, to changes resulting from audit and normal year-end adjustments.
As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability
or liability for taxes, long-term lease or unusual forward or long-term commitment that is not
reflected in the most recent financial statements delivered pursuant to Section 5 of this
Agreement or the notes thereto and which in any such case is material in relation to the business,
operations, properties, assets, condition (financial or otherwise) or prospects of Holdings and
any of its Subsidiaries taken as a whole.



     4.8 [Reserved].



     4.9 No Material Adverse Change. Since December 31, 2004, no event or change has occurred that
has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.



     4.10 No Restricted Junior Payments. Since December 31, 2004, neither Holdings nor any of its
Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart



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any sum or property for, any Restricted Junior Payment or agreed to do so except as permitted
pursuant to Section 6.5.




     4.11 Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the
aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Holdings
nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental
Laws) that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or
foreign, that, individually or in the aggregate, could reasonably be expected to have a Material
Adverse Effect.



     4.12 Payment of Taxes. Except as otherwise permitted under Section 5.3, all federal and state
income tax returns and all other material tax returns and reports of Holdings and its Subsidiaries
required to be filed by any of them have been timely filed, and all taxes shown on such tax
returns to be due and payable and all material assessments, fees and other governmental charges
upon Holdings and its Subsidiaries and upon their respective properties, assets, income,
businesses and franchises which are due and payable have been paid when due and payable. Holdings
knows of no proposed tax assessment against Holdings or any of its Subsidiaries which is not being
actively contested by Holdings or such Subsidiary in good faith and by appropriate proceedings;
provided, such reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefore.



     4.13 Properties.



          (a) Title. Each of Holdings and its Subsidiaries has (i) good, sufficient and
marketable legal title to (in the case of fee interests in real property), (ii) valid leasehold
interests in (in the case of leasehold interests in real or personal property), and (iii) good
title to (in the case of all other personal property), all of their respective properties and
assets reflected in their respective Historical Financial Statements referred to in Section 4.7
and in the most recent financial statements delivered pursuant to Section 5.1, in each case except
for assets disposed of since the date of such financial statements in the ordinary course of
business or as otherwise permitted under Section 6.9. Except as permitted by this Agreement, all
such properties and assets are free and clear of Liens.




          (b) Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and
complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of
leases (together with all amendments, modifications, supplements, renewals or extensions of any
thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit
Party is the landlord or tenant (whether directly or as an assignee or successor in interest)
under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately
preceding sentence is in full force and effect and Holdings does not have knowledge of any default
that has occurred and is continuing thereunder, and each such agreement constitutes the legally
valid and binding obligation of each applicable Credit Party, enforceable against such Credit
Party in accordance with its terms, except as enforcement may




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be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles.




     4.14 Environmental Matters. Neither Holdings nor any of its Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written order, consent decree or
settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, to
the knowledge of Holdings or any of its Subsidiaries, or any Hazardous Materials Activity that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Neither Holdings nor any of its Subsidiaries has received any letter or request for information
under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. § 9604) or any comparable state law. There are and, to each of Holdings’ and its
Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities
which could reasonably be expected to form the basis of an Environmental Claim against Holdings or
any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to any Credit
Party’s knowledge, any predecessor of Holdings or any of its Subsidiaries has filed any notice
under any Environmental Law indicating past or present treatment of Hazardous Materials at any
Facility, and none of Holdings’ or any of its Subsidiaries’ operations involves the generation,
transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts
260-270 or any state equivalent except for such filings, generation, transportation, treatment,
storage or disposal that could not reasonably be expected to have a Material Adverse Effect.
Compliance with all current or reasonably foreseeable future requirements pursuant to or under
Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a
Material Adverse Effect. No event or condition has occurred or is occurring with respect to
Holdings or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or
could reasonably be expected to have, a Material Adverse Effect.



     4.15 No Defaults. Neither Holdings nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or conditions
contained in any of its Contractual Obligations, and no condition exists which, with the giving of
notice or the lapse of time or both, could constitute such a default, except where the
consequences, direct or indirect, of such default or defaults, if any, could not reasonably be
expected to have a Material Adverse Effect.



     4.16 Governmental Regulation. Neither Holdings nor any of its Subsidiaries is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the
Investment Company Act of 1940 or under any other federal or state statute or regulation which may
limit its ability to incur Indebtedness or which may otherwise render all or any portion of the
Obligations unenforceable. Neither Holdings nor any of its Subsidiaries is a “registered
investment company” or is “controlled” by a “registered investment company” or a “principal
underwriter” of a “registered investment company” as such terms are defined in the Investment
Company Act of 1940.



     4.17 Margin Stock. Neither Holdings nor any of its Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the



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purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to
such Credit Party will be used to purchase or carry any such margin stock or to extend credit to
others for the purpose of purchasing or carrying any such margin stock or for any purpose that
violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors
of the Federal Reserve System.




     4.18 Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair
labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a)
no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the
best knowledge of Holdings and Company, threatened against any of them before the National Labor
Relations Board and no grievance or arbitration proceeding arising out of or under any collective
bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the best
knowledge of Holdings and Company, threatened against any of them, (b) no strike or work stoppage
in existence or threatened involving Holdings or any of its Subsidiaries that could reasonably be
expected to have a Material Adverse Effect, and (c) to the best knowledge of Holdings and Company,
no union representation question existing with respect to the employees of Holdings or any of its
Subsidiaries and, to the best knowledge of Holdings and Company, no union organization activity
that is taking place, except (with respect to any matter specified in clause (a), (b) or (c)
above, either individually or in the aggregate) such as is not reasonably likely to have a
Material Adverse Effect.


     4.19 Employee Benefit Plans. Holdings, each of its Subsidiaries and each of their respective ERISA
Affiliates are in material compliance with all applicable provisions and requirements of ERISA and
the Internal Revenue Code and the regulations and published interpretations thereunder with respect
to each Employee Benefit Plan, and have substantially performed all their obligations under each
Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a)
of the Internal Revenue Code has substantially met requirements for qualification. No material
liability to the PBGC (other than required premium payments), the Internal Revenue Service, any
Employee Benefit Plan or any Trust established under Title IV of ERISA has been or is expected to
be incurred by Holdings, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event
has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B
of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or
welfare benefits (through the purchase of insurance or otherwise) for any retired or former
employee of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates. As of
the most recent valuation date for any Pension Plan, the amount of benefit liabilities (as defined
in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding
for purposes of such computation any Pension Plans with respect to which assets exceed benefit
liabilities), does not exceed $3,500,000. As of the most recent valuation date for each
Multiemployer Plan for which the actuarial report is available, the potential liability of
Holdings, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from
such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such
potential liability for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, does not exceed $3,500,000. Holdings, each of its
Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515
of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in
Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.





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     4.20 Certain Fees. No broker’s or finder’s fee or commission will be payable with
respect hereto or any of the transactions contemplated hereby, except those broker’s and finder’s
fees otherwise disclosed to the Agents prior to the Closing Date.



     4.21 Solvency. Each Credit Party is and, upon the incurrence of any Obligation by such Credit
Party on any date on which this representation and warranty is made, will be, Solvent.



     4.22 [Reserved].



     4.23 Subordination of Permitted Seller Notes. The subordination provisions of any Permitted
Seller Notes or other Subordinated Indebtedness are enforceable against the holders thereof, and
the Loans and other Obligations thereunder are and will be within the definition of “Subordinated
Indebtedness” or “Subordinated Debt”, or similar term, as applicable, included in such provisions.



     4.24 Compliance with Statutes, etc. Each of Holdings and its Subsidiaries is in compliance
with all applicable statutes, regulations and orders of, and all applicable restrictions imposed
by, all Governmental Authorities, in respect of the conduct of its business and the ownership of
its property (including compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits issued under such
Environmental Laws with respect to any such Real Estate Asset or the operations of Holdings or any
of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



     4.25 Disclosure. No representation or warranty of any Credit Party contained in any Credit
Document or in any other documents, certificates or written statements (excluding any projections,
pro-forma financial information or estimates) furnished to Lenders by or on behalf of Holdings or
any of its Subsidiaries for use in connection with the transactions contemplated hereby taken as a
whole contains any untrue statement of a material fact or omits to state a material fact (known to
Holdings or Company, in the case of any document not furnished by either of them) necessary in
order to make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma financial information
contained in such materials are based upon good faith estimates and assumptions believed by
Holdings or Company to be reasonable at the time made, it being recognized by Lenders that such
projections as to future events are not to be viewed as facts and that actual results during the
period or periods covered by any such projections may differ from the projected results by a
material amount. There are no facts known (or which should upon the reasonable exercise of
diligence be known) to Holdings or Company (other than matters of a general economic nature) that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect and that have not been disclosed herein or in such other documents, certificates and
statements furnished to Lenders for use in connection with the transactions contemplated hereby.



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SECTION 5. AFFIRMATIVE COVENANTS




     Each Credit Party covenants and agrees that so long as any Commitment is in effect and until
payment in full of all Obligations, each Credit Party shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 5.



     5.1 Financial Statements and Other Reports. Holdings will deliver to Administrative Agent and
Lenders:



          (a) [Reserved];




          (b) Quarterly Financial Statements. As soon as available, and in any event within
forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year,
the consolidated balance sheet of Holdings and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of
Holdings and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the
then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in
reasonable detail, together with a Financial Officer Certification and a Narrative Report with
respect thereto;




          (c) Annual Financial Statements. As soon as available, and in any event within ninety
(90) days after the end of each Fiscal Year, (i) the consolidated balance sheet of Holdings and
its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of
income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for such Fiscal Year,
setting forth in each case in comparative form the corresponding figures for the previous Fiscal
Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such
financial statements, in reasonable detail, together with a Financial Officer Certification and a
Narrative Report with respect thereto; and (ii) with respect such consolidated financial
statements a report thereon of independent certified public accountants of recognized national
standing selected by Holdings, and reasonably satisfactory to Administrative Agent (which report
shall be unqualified as to going concern and scope of audit, and shall state that such
consolidated financial statements fairly present, in all material respects, the consolidated
financial position of Holdings and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated in conformity with GAAP applied on
a basis consistent with prior years (except as otherwise disclosed in such financial statements)
and that the examination by such accountants in connection with such consolidated financial
statements has been made in accordance with generally accepted auditing standards) together with a
written statement by such independent certified public accountants stating whether, in connection
with their audit examination, any condition or event that constitutes a Default or an Event of
Default under Section 8 hereof has come to their attention and, if such a condition or event has
come to their attention, specifying the nature and period of existence thereof; provided that such
accountants shall not be liable by reason of any failure to obtain knowledge of any such Default
or Event of Default that would not be disclosed in the course of their audit examination;





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          (d) Compliance Certificate. Together with each delivery of financial statements of
Holdings and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and
completed Compliance Certificate;




          (e) Statements of Reconciliation after Change in Accounting Principles. If, as a
result of any change in accounting principles and policies from those used in the preparation of
the Historical Financial Statements, the consolidated financial statements of Holdings and its
Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect
from the consolidated financial statements that would have been delivered pursuant to such
subdivisions had no such change in accounting principles and policies been made, then, together
with the first delivery of such financial statements after such change, one or more statements of
reconciliation for all such prior financial statements in form and substance satisfactory to
Administrative Agent;




          (f) Notice of Default. Promptly upon any officer of Holdings or Company obtaining
knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that
notice has been given to Holdings or Company with respect thereto; (ii) that any Person has given
any notice to Holdings or any of its Subsidiaries or taken any other action with respect to any
event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change
that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a
certificate of its Authorized Officers specifying the nature and period of existence of such
condition, event or change, or specifying the notice given and action taken by any such Person and
the nature of such claimed Event of Default, Default, default, event or condition, and what action
Holdings has taken, is taking and proposes to take with respect thereto;




          (g) Notice of Litigation. Promptly upon any officer of Holdings or Company obtaining
knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not
previously disclosed in writing by Company to Lenders, or (ii) any material development in any
Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could be
reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the
consummation of, or to recover any damages or obtain relief as a result of, the transactions
contemplated hereby, written notice thereof together with such other information as may be
reasonably available to Holdings or Company to enable Lenders and their counsel to evaluate such
matters;




          (h) ERISA. (i) Promptly upon becoming aware of the occurrence any ERISA Event, a
written notice specifying the nature thereof, what action Holdings, any of its Subsidiaries or any
of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto
and, when known, any action taken or threatened by the Internal Revenue Service, the Department of
Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Holdings, any
of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service
with respect to each Pension Plan; (2) all notices received by Holdings, any of its Subsidiaries
or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA
Event; and (3) copies of such other








76









 







documents or governmental reports or filings relating to any Employee Benefit Plan as
Administrative Agent shall reasonably request;




          (i) Financial Plan. As soon as practicable and in any event no later than ninety (90)
days after the beginning of each Fiscal Year, a consolidated plan and financial forecast for such
Fiscal Year and the next three succeeding Fiscal Years (a “Financial Plan”), including (i) a
forecasted consolidated balance sheet and forecasted consolidated statements of income and cash
flows of Holdings and its Subsidiaries for each such Fiscal Year, together with a schedule
demonstrating compliance with the financial covenants required by Section 6.8 and an explanation of
the assumptions on which such forecasts are based and (ii) forecasted consolidated statements of
income and cash flows of Holdings and its Subsidiaries for each month of the current Fiscal Year,
together with an explanation of the assumptions on which such forecasts are based;




          (j) Insurance Report. As soon as practicable and in any event by the last day of each
Fiscal Year, a report in form and substance satisfactory to Administrative Agent outlining all
material insurance coverage maintained as of the date of such report by Holdings and its
Subsidiaries and all material insurance coverage planned to be maintained by Holdings and its
Subsidiaries in the immediately succeeding Fiscal Year;




          (k) Notice of Change in Board of Directors. With reasonable promptness, written
notice of any change in the board of directors (or similar governing body) of Holdings or Company;




          (l) Notice Regarding Material Contracts. Promptly, and in any event within ten (10)
Business Days (i) after any Material Contract of Holdings or any of its Subsidiaries is terminated
or amended in a manner that is materially adverse to Holdings or such Subsidiary, as the case may
be, or (ii) any new Material Contract is entered into, a written statement describing such event,
with copies of such material amendments or new contracts, delivered to Administrative Agent (to
the extent such delivery is permitted by the terms of any such Material Contract;
provided, no such prohibition on delivery shall be effective if it were bargained for by
Holdings or its applicable Subsidiary with the intent of avoiding compliance with this Section
5.1(1)), and an explanation of any actions being taken with respect thereto;




          (m) Environmental Reports and Audits. As soon as practicable following receipt
thereof, copies of all environmental audits and reports with respect to environmental matters at
any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries
which, in any such case, individually or in the aggregate, could reasonably be expected to result
in a Material Adverse Effect;




          (n) Information Regarding Collateral. The Company will furnish to the Collateral
Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in the
location of any Credit Party’s chief executive office, its principal place of business, any office
in which it maintains books or records relating to Collateral owned by it or any office or
facility at which Collateral (other than real property and improvements and fixtures thereto)
owned by it with a book value in excess of $250,000 is located (including the establishment of any
such new office or facility), (iii) in any Credit Party’s identity or corporate structure or (iv)








77









 







in any Credit Party’s Federal Taxpayer Identification Number. The Company agrees not to
effect or permit any change referred to in the preceding sentence unless all filings have been
made under the Uniform Commercial Code or otherwise that are required in order for the Collateral
Agent to continue at all times following such change to have a valid, legal and perfected security
interest in all the Collateral and for the Collateral at all times following such change to have a
valid, legal and perfected security interest as contemplated in the Collateral Documents. The
Company also agrees promptly to notify the Collateral Agent if any material portion of the
Collateral is damaged or destroyed;




          (o) Annual Collateral Verifications. Each year, no later than thirty (30) days after
the delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to
Section 5.1, the Company shall deliver to the Collateral Agent an Officer’s Certificate (i) either
confirming that there has been no change in such information since the date of the UCC
Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered
pursuant to this Section and/or identifying such changes and (ii) certifying that all Uniform
Commercial Code financing statements (including fixtures filings, as applicable) or other
appropriate filings, recordings or registrations, have been filed of record in each governmental,
municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the Collateral
Documents for a period of not less than 18 months after the date of such certificate (except as
noted therein with respect to any continuation statements to be filed within such period); and




          (p) Other Information. (A) Promptly upon their becoming available, copies of (i) all
financial statements, reports, notices and proxy statements sent or made available generally by
Holdings to its security holders acting in such capacity or by any Subsidiary of Holdings to its
security holders other than Holdings or another Subsidiary of Holdings, (ii) all regular and
periodic reports and all registration statements and prospectuses, if any, filed by Holdings or any
of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or
any governmental or private regulatory authority, (iii) all press releases and other statements
made available generally by Holdings or any of its Subsidiaries to the public concerning material
developments in the business of Holdings or any of its Subsidiaries, and (B) such other information
and data with respect to Holdings or any of its Subsidiaries as from time to time may be reasonably
requested by Administrative Agent or any Lender.




     5.2 Existence. Except as otherwise permitted under Section 6.9, each Credit Party will, and
will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect
its existence and all rights and franchises, licenses and permits material to its business;
provided, no Credit Party or any of its Subsidiaries shall be required to preserve any
such existence, right or franchise, licenses and permits if such Person’s board of directors (or
similar governing body) shall determine that the preservation thereof is no longer desirable in
the conduct of the business of such Person, and that the loss thereof is not disadvantageous in
any material respect to such Person or to Lenders.



     5.3 Payment of Taxes and Claims. Each Credit Party will, and will cause each of its
Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of



78









 




any of its income, businesses or franchises before any penally or fine accrues thereon, and all
claims (including claims for labor, services, materials and supplies) for sums that have become due
and payable and that by law have or may become a Lien upon any of its properties or assets, prior
to the time when any penalty or fine shall be incurred with respect thereto; provided, no
such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted, so long as (a) an adequate reserve or other
appropriate provision, as shall be required in conformity with GAAP shall have been made therefore,
and (b) in the case of a charge or claim which has or may become a Lien against any of the
Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the
Collateral to satisfy such Tax or claim. No Credit Party will, nor will it permit any of its
Subsidiaries to, file or consent to the filing of any consolidated income Tax return with any
Person (other than Holdings or any of its Subsidiaries).




     5.4 Maintenance of Properties. Each Credit Party will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition,
ordinary wear and tear excepted, all material properties used or useful in the business of
Holdings and its Subsidiaries and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof, and each Credit Party shall defend any Collateral
against all Persons at any time claiming any interest therein other than Permitted Liens.



     5.5 Insurance. Holdings will maintain or cause to be maintained, with financially sound and
reputable insurers, such public liability insurance, third party property damage insurance,
business interruption insurance and casualty insurance with respect to liabilities, losses or
damage in respect of the assets, properties and businesses of Holdings and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by Persons of established
reputation engaged in similar businesses, in each case in such amounts (giving effect to
self-insurance), with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for such Persons. Without limiting the generality of the
foregoing, Holdings will maintain or cause to be maintained (a) flood insurance with respect to
each Flood Hazard Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of the Board of
Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the
Collateral under such policies of insurance, with such insurance companies, in such amounts, with
such deductibles, and covering such risks as are at all times carried or maintained under similar
circumstances by Persons of established reputation engaged in similar businesses. Each such policy
of insurance shall (i) name Administrative Agent, on behalf of Lenders as an additional insured
thereunder as its interests may appear and (ii) in the case of each casualty insurance policy,
contain a loss payable clause or endorsement, satisfactory in form and substance to Administrative
Agent, that names Administrative Agent, on behalf of Lenders as the loss payee thereunder.



     5.6 Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, permit
any authorized representatives designated by any Lender to visit and inspect any of the properties
of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts
from its and their financial and accounting records, and to discuss its and their affairs,
finances and accounts with its and their officers and independent public accountants, all upon



79









 




reasonable notice and at such reasonable times during normal business hours and as often as may
reasonably be requested; provided, that each Lender shall coordinate with Administrative
Agent with respect to the frequency and timing of such visits and inspections so as to reasonably
minimize the burden imposed on each Credit Party and its Subsidiaries.




     5.7 Lenders Meetings. Holdings and Company will, upon the request of Administrative Agent or
Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each
Fiscal Year to be held at Company’s corporate offices (or at such other location as may be agreed
to by Company and Administrative Agent) at such time as may be agreed to by Company and
Administrative Agent.



     5.8 Compliance with Laws. Each Credit Party will comply, and shall cause each of its
Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the
requirements of all applicable laws, rules, regulations and orders of any governmental authority
(including all Environmental Laws), noncompliance with which could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.



     5.9 Environmental.



          (a) Environmental Disclosure. Holdings will deliver to Administrative Agent and
Lenders:




               (i) as soon as practicable following receipt thereof, copies of all environmental audits,
investigations, analyses and reports of any kind or character, whether prepared by personnel of
Holdings or any of its Subsidiaries or by independent consultants, governmental authorities or any
other Persons, with respect to significant environmental matters at any Facility or with respect
to any known Environmental Claims;



               (ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1)
any Release required to be reported to any federal, state or local governmental or regulatory
agency under any applicable Environmental Laws, (2) any remedial action taken by Holdings or any
other Person in response to (A) any Hazardous Materials Activities the existence of which has a
reasonable possibility of resulting in one or more Environmental Claims having, individually or in
the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in
the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3)
Holdings or Company’s discovery of any occurrence or condition on any real property adjoining or
in the vicinity of any Facility that could cause such Facility or any part thereof to be subject
to any material restrictions on the ownership, occupancy, transferability or use thereof under any
Environmental Laws;



               (iii) as soon as practicable following the sending or receipt thereof by Holdings or any of
its Subsidiaries, a copy of any and all material written communications with respect to (1) any
Environmental Claims that, individually or in the aggregate, have a reasonable possibility of
giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal,
state or local governmental or regulatory agency, and (3) any request for information from any
governmental agency that suggests such agency is investigating whether Holdings or



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any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that
has a reasonable possibility of giving rise to a Material Adverse Effect;




               (iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of
stock, assets, or property by Holdings or any of its Subsidiaries that could reasonably be
expected to (A) expose Holdings or any of its Subsidiaries to, or result in, Environmental Claims
that could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect or (B) affect the ability of Holdings or any of its Subsidiaries to maintain in full force
and effect all material Governmental Authorizations required under any Environmental Laws for
their respective operations and (2) any proposed action to be taken by Holdings or any of its
Subsidiaries to modify current operations in a manner that could reasonably be expected to subject
Holdings or any of its Subsidiaries to any additional material obligations or requirements under
any Environmental Laws; and



               (v) with reasonable promptness, such other documents and information as from time to time may
be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to
this Section 5.9(a).



          (b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and
shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure
any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and
(ii) make an appropriate response to any known Environmental Claim against such Credit Party or
any of its Subsidiaries where failure to do so could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect; provided, however, that nothing in
this Section 5.9(b) shall preclude any Credit Party or any of its Subsidiaries from contesting in
good faith any such Environmental Claim.




     5.10 Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of Company,
Company shall, except with respect to Permitted Partially-Owned Subsidiaries, (a) promptly cause
such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and
Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a
Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be
executed and delivered, all such Environmental Reports and all such documents, instruments,
agreements, and certificates as are similar to those described in Sections 3.1(b) and 3.1(h), and
to the extent reasonably requested by Administrative Agent, such documents, instruments,
agreements, and certificates as are similar to those described in Section 3.1(k). In the event that
any Person becomes a Foreign Subsidiary of Company, and the ownership interests of such Foreign
Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company shall, or shall
cause such Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and
certificates as are similar to those described in Sections 3.1(b), and Company shall take, or shall
cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(h)(i)
necessary to grant and to perfect a First Priority Lien in favor of Administrative Agent, for the
benefit of Secured Parties, under the Pledge and Security Agreement in not more than 65% of such
ownership interests. With respect to each such Subsidiary, Company shall promptly send to
Administrative Agent written notice setting forth with respect to such Person (i) the date on which
such Person became a Subsidiary of Company,



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and (ii) all of the data required to be set forth in Schedules 4.1 and 4.2 with respect to
all Subsidiaries of Company; provided, such written notice shall be deemed to supplement
Schedules 4.1 and 4.2 for all purposes hereof.




     5.11 Additional Material Real Estate Assets. In the event that any Credit Party acquires a
Material Real Estate Asset or a Real Estate Asset owned on the Closing Date becomes a Material Real
Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral
Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party,
contemporaneously with acquiring such, or when such Real Estate Asset becomes a, Material Real
Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and
delivered, all such Environmental Reports and all such documents, instruments, agreements, opinions
and certificates similar to those described in Section 3.1(g) with respect to each such Material
Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral
Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording
referred to herein, perfected First Priority security interest in such Material Real Estate Assets.
In addition to the foregoing, Company shall, at the request of Requisite Lenders, deliver, from
time to time, to Collateral Agent such appraisals as are required by law or regulation of Real
Estate Assets with respect to which Collateral Agent has been granted a Lien.



     5.12 Interest Rate Protection. No later than ninety (90) days following the Closing Date and
at all times thereafter until the third anniversary of the Closing Date, Company shall maintain,
or caused to be maintained protection against fluctuations in interest rates pursuant to one or
more Interest Rate Agreements in form and substance reasonably satisfactory to Administrative
Agent and Syndication Agent, in order to ensure that no less than 25% of the aggregate principal
amount of the total Indebtedness of Holdings and its Subsidiaries as of the Closing Date is either
(i) subject to such Interest Rate Agreements or (ii) fixed rate Indebtedness.



     5.13 Further Assurances. At any time or from time to time upon the request of Administrative
Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such
further documents and do such other acts and things as Administrative Agent or Collateral Agent
may reasonably request in order to effect fully the purposes of the Credit Documents. In
furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as
Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that
the Obligations are guarantied by the Guarantors and are secured by substantially all of the
assets of Holdings, and its Subsidiaries and all of the outstanding Capital Stock of Company and
its Subsidiaries (subject to limitations contained in the Credit Documents with respect to Foreign
Subsidiaries).



     5.14 Post-Closing Covenant. Company shall take all such actions to deliver and/or execute the
certificates or documents set forth on Schedule 5.14 within the time frames specified on Schedule
5.14.



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SECTION 6. NEGATIVE COVENANTS




     Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations, such Credit Party shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.



     6.1 Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly
or indirectly liable with respect to any Indebtedness, except:



          (a) the Obligations;




          (b) Indebtedness of any Guarantor Subsidiary to Company or to any other Guarantor Subsidiary,
or of Company to any Guarantor Subsidiary; provided, (i) all such Indebtedness shall be
evidenced by promissory notes and all such notes shall be subject to a First Priority Lien
pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations pursuant to the terms
of the applicable promissory notes or an intercompany subordination agreement that in any such
case, is reasonably satisfactory to Administrative Agent, and (iii) any payment by any such
Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction
of the amount of any Indebtedness owed by such Subsidiary to Company or to any of its Subsidiaries
for whose benefit such payment is made;




          (c) (i) Indebtedness incurred by Company with respect to the Existing Subordinated Notes and
(ii) other Indebtedness incurred to refinance, in whole or in part, Indebtedness under the
Existing 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;




          (d) [Reserved];




          (e) Indebtedness incurred by Holdings or any of its Subsidiaries arising from agreements
providing for indemnification, adjustment of purchase price or similar obligations, or from
guaranties or letters of credit, surety bonds or performance bonds securing the performance of the
Company or any such Subsidiary pursuant to such agreements, in connection with






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Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of
Holdings or any of its Subsidiaries;




          (f) Indebtedness (i) which may be deemed to exist pursuant to any guaranties, performance,
surety, statutory, appeal or similar obligations (including, for the sake of clarity, obligations
of the type described in Section 6.2(d)) incurred in the ordinary course of business or (ii)
consisting of reimbursement obligations in respect of letters of credit issued in connection with
any such obligations;




          (g) Indebtedness in respect of netting services, overdraft protections and otherwise in
connection with deposit accounts;




          (h) guaranties in the ordinary course of business of the obligations of suppliers, customers,
franchisees and licensees of Holdings and its Subsidiaries;




          (i) guaranties by Company of Indebtedness of a Guarantor Subsidiary or guaranties by a
Subsidiary of Company of Indebtedness of Company or a Guarantor Subsidiary with respect, in each
case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1;




          (j) Indebtedness described in Schedule 6.1 or otherwise permitted under this Section 6.1, but
not any extensions, renewals or replacements of such Indebtedness except (i) renewals and
extensions expressly provided for in the agreements evidencing any such Indebtedness as the same
are in effect on the date of this Agreement and (ii) refinancings and extensions of any such
Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or
to the Lenders than the Indebtedness being refinanced or extended, and the average life to
maturity thereof is greater than or equal to that of the Indebtedness being refinanced or
extended; provided, such Indebtedness permitted under the immediately preceding clause (i)
or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with
respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal
amount the Indebtedness being renewed, extended or refinanced or (C) incurred, created or assumed
if any Default or Event of Default has occurred and is continuing or would result therefrom;




          (k) Indebtedness with respect to Capital Leases in an aggregate amount not to exceed at any
time $15,000,000;




          (l) purchase money Indebtedness in an aggregate amount not to exceed at any time $6,000,000
(including any Indebtedness acquired in connection with a Permitted Acquisition);
provided, any such Indebtedness (i) shall be secured only to the asset acquired in
connection with the incurrence of such Indebtedness, and (ii) shall constitute not less than 75%
of the aggregate consideration paid with respect to such asset;




          (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 amount of such Permitted Seller Notes issued by
Company shall not exceed $7,500,000;








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          (n) Earn-Out Obligations incurred by Holdings constituting consideration payable in
connection with Permitted Acquisitions; provided, that the maximum aggregate exposure, as
reasonably estimated by management under all such Earn-Out Obligations shall not exceed $12,000,000
at any time outstanding;




          (o) A Subsidiary acquired pursuant to a Permitted Acquisition may become or remain liable with
respect to Indebtedness of such Subsidiary existing at the time of the acquisition of such
Subsidiary by Company or any of its Subsidiaries and, a Subsidiary may become liable with respect
to Indebtedness secured by assets acquired pursuant to a Permitted Acquisition; provided that (i)
such Indebtedness was not incurred in connection with, or in anticipation of, such Permitted
Acquisition, and (ii) the aggregate principal amount of all such Indebtedness at any time
outstanding does not exceed $10,000,000;




          (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;




          (q) Holdings and its Subsidiaries may incur the post-Closing Date obligations to pay
Transaction Costs;




          (r) Indebtedness of Holdings constituting Investments by Company permitted under Section 6.7
hereof;




          (s) other unsecured Indebtedness of Holdings and its Subsidiaries (other than with respect to
Permitted Seller Notes), in an aggregate amount not to exceed at any time $20,000,000;




          (t) the guaranty by Holdings of Indebtedness of Company pursuant to the Existing Subordinated
Notes; provided, that such guaranty is unsecured and subordinated to the Obligations; and




          (u) Indebtedness of Holdings or Company comprised of Take Out Securities.




     6.2 Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property
or asset of any kind (including any document or instrument in respect of goods or accounts
receivable) of Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, or
any income or profits therefrom, or file or permit the filing of, or permit to remain in effect,
any financing statement or other similar notice of any Lien with respect to any such property,
asset, income or profits under the UCC of any State or under any similar recording or notice
statute, except:



          (a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to
any Credit Document;




          (b) Liens for Taxes if obligations with respect to such Taxes are being contested in good
faith by appropriate proceedings promptly instituted and diligently conducted;







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          (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen,
mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such
Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA),
in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii)
for amounts that are overdue and that (in the case of any such amounts overdue for a period in
excess of five days) are being contested in good faith by appropriate proceedings, so long as such
reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been
made for any such contested amounts;




          (d) Liens incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no
foreclosure, sale or similar proceedings have been commenced with respect to any portion of the
Collateral on account thereof;




          (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or
irregularities in title, in each case which do not and will not interfere in any material respect
with the ordinary conduct of the business of Holdings or any of its Subsidiaries;




          (f) any interest or title of a lessor, sublessor, lessee or sub-lessee under any lease of
real estate permitted hereunder;




          (g) Liens solely on any cash earnest money deposits made by Holdings or any of its
Subsidiaries in connection with any letter of intent or purchase agreement entered into by it as
permitted hereunder;




          (h) purported Liens evidenced by the filing of precautionary UCC financing statements
relating solely to operating leases of personal property entered into in the ordinary course of
business;




          (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of goods;




          (j) any zoning or similar law or right reserved to or vested in any governmental office or
agency to control or regulate the use of any real property;




          (k) licenses of patents, trademarks and other intellectual property rights granted by
Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any
respect with the ordinary conduct of the business of Company or such Subsidiary;




          (l) Liens described in Schedule 6.2 or on a title report delivered in connection with Section
3.1(g)(iv);








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          (m) Liens securing Indebtedness permitted pursuant to Section 6.1(k) and 6.1(1);
provided, any such Lien shall encumber only the asset acquired with the proceeds of such
Indebtedness;




          (n) Liens on assets acquired pursuant to a Permitted Acquisition, so long as such Liens were
not created in anticipation of such Permitted Acquisition; and




          (o) Liens in replacement of any of the foregoing to the extent that they do not cover
additional property or secure additional obligations than the Liens which they replace.




     6.3 Equitable Lien. If any Credit Party or any of its Subsidiaries shall create or assume any
Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than
Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations
will be secured by such Lien equally and ratably with any and all other Indebtedness secured
thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding
the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not otherwise permitted hereby.



     6.4 No Further Negative Pledges. Except with respect to (a) specific property encumbered to
secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with
respect to a permitted Asset Sale and (b) restrictions by reason of customary provisions
restricting assignments, subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business (provided that such
restrictions are limited to the property or assets secured by such Liens or the property or assets
subject to such leases, licenses or similar agreements, as the case may be) no Credit Party nor
any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of
any Lien upon any of its properties or assets, whether now owned or hereafter acquired.



     6.5 Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment except the following shall be permitted:



          (a) [Reserved];




          (b) Company may make regularly scheduled payments (but not voluntary prepayments) in respect
of (i) the Existing Subordinated Notes in accordance with the terms of, and only to the extent
required by, and subject to the subordination provisions contained in, the Existing Subordinated
Note Indenture and (ii) any repurchase or repayment of the Existing Subordinated Notes with the
proceeds of any refinancing of the Existing Subordinated Notes permitted under Section 6.1(c);




          (c) So long as no Default or Event of Default shall have occurred and be continuing or shall
be caused thereby, Company may make regularly scheduled payments of interest on any Take Out
Securities; provided that (i) the aggregate amount of any such interest payments shall not
exceed $10,000,000 in any Fiscal Year and (ii) at the time of such Restricted Junior Payment, and
after giving effect thereto, Company shall be in pro forma compliance with the covenants set forth
in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to
such payments;







87









 








          (d) So long as no Default or Event of Default shall have occurred and be continuing or
shall be caused thereby, Company may consummate the Tender Offer or effect the Redemption in
accordance with the terms of the Existing Subordinated Note Indenture;




          (e) Subsidiaries of Company may make Restricted Junior Payments by way of dividends to its
shareholders proportionate to their respective holdings;




          (f) Holdings may make regularly scheduled payments in respect of (i) Permitted Seller Notes
in accordance with the terms of, and only to the extent required by, and subject to the
subordination provisions contained in, the agreement pursuant to which such Permitted Seller Notes
were issued or were otherwise subject, and (ii) Earn-Out Obligations in accordance with the terms
of, and only to the extent required by, and subject to the subordination provisions contained in,
the documents related to the relevant Permitted Acquisition;




          (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;




          (h) Company may make Restricted Junior Payments to Holdings to the extent required to enable
Holdings (i) to make scheduled payments of principal and interest on the Permitted Seller Notes
and (ii) to make payments on Earn-Out Obligations in accordance with the terms of, and only to the
extent required by, the documents related to the relevant Permitted Acquisition, so long as
Holdings applies the amount of any such Restricted Junior Payment for such purpose;
provided, that at the time of such Restricted Junior Payment pursuant to this clause (h)
and immediately after giving 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);




          (i) [Reserved];




          (j) Holdings may repurchase shares of Capital Stock of Holdings held by officers and
employees of Holdings and its Subsidiaries upon the termination of the employment of such officers
and employees; provided, however, that the amount of such repurchase shall not
exceed in any Fiscal Year the sum of (1) $1,500,000 plus (2) the unutilized portion of
such $1,500,000 from the immediately preceding Fiscal Year;




          (k) Company may make Restricted Junior Payments to Holdings to the extent required to enable
Holdings to make the repurchases permitted pursuant to Section 6.5(j), so long as Holdings applies
the amount of any such Restricted Junior Payment for such purpose;




          (l) [Reserved];




          (m) so long as no Default or Event of Default shall have occurred and be continuing or shall
be caused thereby, Company may make Restricted Junior Payments to Holdings, to the extent
necessary to permit Holdings to pay reasonable general administrative








88









 







costs and expenses and (ii) to the extent necessary to permit Holdings to discharge the
consolidated tax liabilities of Holdings and its Subsidiaries, in each case so long as Holdings
applies the amount of any such Restricted Junior Payment for such purpose;




          (n) [Reserved];




          (o) 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); and




          (p) So long as no Default or Event of Default shall have occurred and be continuing or shall
be caused thereby, Holdings may repurchase shares of Capital Stock of Holdings; provided,
however, that the amount of such repurchase shall not exceed (1) $15,000,000 at any time if
the Leverage Ratio at the time of such repurchase and after giving effect thereto is greater than
or equal to 2.00:1.00 or (2) $75,000,000 at any time if the Leverage Ratio at the time of such
repurchase and after giving effect thereto is less than 2.00:1.00.




     6.6 Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party
shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind on the ability of
any Subsidiary of Company to (a) pay dividends or make any other distributions on any of such
Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or
prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c)
make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its
property or assets to Company or any other Subsidiary of Company other than restrictions (i) in
agreements evidencing Indebtedness permitted by Section 6.1(k), Section 6.1(1) and Section 6.1(o)
that impose restrictions on the transfer of property so acquired or securing such Indebtedness and
(ii) by reason of customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses, joint venture agreements and similar agreements entered into in the
ordinary course of business, and (iii) that are or were created by virtue of any transfer of,
agreement to transfer or option or right with respect to any property, assets or Capital Stock not
otherwise prohibited under this Agreement.



     6.7 Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including without limitation any
Joint Venture, except:



          (a) [Reserved];




          (b) Cash Equivalents;




          (c) equity Investments owned as of the Closing Date in any Subsidiary and Investments made
after the Closing Date in any Subsidiary of Company;




          (d) Investments (i) in accounts receivable arising and trade credit granted in the ordinary
course of business and in any Securities received in satisfaction or partial satisfaction thereof
from financially troubled account debtors and (ii) deposits, prepayments and






89









 







other credits to suppliers made in the ordinary course of business consistent with the past
practices of Holdings and its Subsidiaries;




          (e) intercompany loans to the extent permitted under Section 6.1(b);




          (f) Consolidated Capital Expenditures permitted by Section 6.8(e);




          (g) loans and advances to employees of Holdings and its Subsidiaries made in the ordinary
course of business, including to purchase Capital Stock of Holdings, in an aggregate principal
amount not to exceed $2,000,000 at any one time outstanding; provided, however,
that the amount allocable to loans and advances to purchase Capital Stock of Holdings shall not
exceed $1,000,000 in the aggregate; provided, further, however, that the
proceeds received by Holdings of such purchase of Holdings’ Capital Stock, shall be used by
Holdings to acquire Capital Stock of Company or otherwise used to make a common equity
contribution to Company or to repay loans or advances made to Holdings by Company pursuant to
Section 6.7(i);




          (h) the payment of Transaction Costs;




          (i) loans and advances from Company to Holdings to permit Holdings to make payments
contemplated to be made pursuant to Section 6.5 hereof;




          (j) Investments made to purchase the Capital Stock of any Subsidiary of Company from a Person
who is not an Affiliate of Company and loans and advances to Persons permitted pursuant to Section
6.9(g) to purchase Capital Stock of any Subsidiary of Company in order to allow such purchases;




          (k) Investments made in connection with Permitted Acquisitions permitted pursuant to Section
6.9;




          (l) Investments described in Schedule 6.7; and




          (m) other Investments in an aggregate amount not to exceed at any time $20,000,000.




     6.8 Financial Covenants.



          (a) [Reserved].




          (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 June 30,
2005, to be less than the correlative ratio indicated:




	 	 	 
	Fiscal Quarter	 	Fixed Charge Coverage Ratio
	June 30, 2005 and thereafter

	 	1.20:1.00






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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 June 30, 2005, to exceed the
correlative ratio indicated:




	 	 	 
	Fiscal Quarter	 	Leverage Ratio
	June 30, 2005

	 	3.25:1.00
	September 30, 2005

	 	3.25:1.00
	December 31, 2005

	 	3.25:1.00
	March 31, 2006

	 	3.00:1.00
	June 30, 2006

	 	3.00:1.00
	September 30, 2006

	 	3.00:1.00
	December 31, 2006

	 	3.00:1.00
	March 31, 2007

	 	2.75:1.00
	June 30, 2007

	 	2.75:1.00
	September 30, 2007

	 	2.75:1.00
	December 31, 2007

	 	2.75:1.00
	March 31, 2008

	 	2.50:1.00
	June 30, 2008

	 	2.50:1.00
	September 30, 2008

	 	2.50:1.00
	December 31, 2008

	 	2.50:1.00
	March 31, 2009 and thereafter

	 	2.25:1.00






          (d) [Reserved].




          (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 2005, in an aggregate amount for Holdings and its Subsidiaries in
excess of $40,000,000 in any Fiscal Year; 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.




          (f) Certain Calculations. With respect to any period during which a Permitted
Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of
determining compliance with the financial covenants set forth in this Section 6.8, Consolidated
Adjusted EBITDA shall be calculated with respect to such period on a pro forma basis (including






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pro forma adjustments arising out of events which are directly attributable to a specific
transaction, are factually supportable and are expected to have a continuing impact, in each case
determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities
Act and as interpreted by the staff of the Securities and Exchange Commission, which would include
cost savings resulting from head count reduction, closure of facilities and similar restructuring
charges, which pro forma adjustments shall be certified by the chief financial officer of Company)
using the historical audited financial statements, to the extent available, of any business so
acquired or to be acquired or sold or to be sold and the consolidated financial statements of
Holdings and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any
Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid
at the beginning of such period (and assuming that such Indebtedness bears interest during any
portion of the applicable measurement period prior to the relevant acquisition at the weighted
average of the interest rates applicable to outstanding Loans incurred during such period);
provided, however, calculations of pro forma Consolidated Adjusted EBITDA with
respect to a Permitted Acquisition, the aggregate consideration for which constitutes $7,500,000 or
less, shall be based on reasonable estimations made by Company of such pre-acquisition EBITDA based
on actual pre-acquisition revenues; provided, further that, such Consolidated
Adjusted EBITDA shall not exceed in such case 20% of such actual pre-acquisition revenues.




     6.9 Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor
shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation,
or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey,
sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one
transaction or a series of transactions, all or any part of its business, assets or property of
any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether
now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or
other acquisitions of inventory, materials and equipment in the ordinary course of business) the
business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any
Person or any division or line of business or other business unit of any Person, except:



          (a) any Subsidiary of Holdings may be merged with or into Company or any Guarantor
Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property
or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction
or a series of transactions, to Company or any Guarantor Subsidiary; provided, in the case
of such a merger, Company or such Guarantor Subsidiary, as applicable shall be the continuing or
surviving Person;




          (b) sales or other dispositions of assets that do not constitute Asset Sales;




          (c) Asset Sales, the proceeds of which (valued at the principal amount thereof in the case of
non-Cash proceeds consisting of notes or other debt Securities and valued at fair market value in
the case of other non-Cash proceeds) (i) are less than $5,000,000 with respect to any single Asset
Sale or series of related Asset Sales and (ii) when aggregated with the proceeds of all other
Asset Sales made within the same Fiscal Year, are less than
$15,000,000; provided (1) the
consideration received for such assets shall be in an amount at least equal to the fair market
value thereof (determined in good faith by the board of directors of Company (or similar





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governing body)), (2) no less than 80% thereof shall be paid in Cash, and (3) the Net Asset Sale
Proceeds thereof shall be applied as required by Section 2.13(a);




          (d) leases and subleases (as lessor or sublessor) of real property to third parties at
reasonable rents, taking into consideration any services provided by lessee or sublessee, in an
aggregate amount not to exceed $1,000,000 in any Fiscal Year;




          (e) [Reserved];




          (f) disposals of obsolete, worn out, redundant or surplus property;




          (g) sales, assignments or other dispositions by Company and any of its Subsidiaries of the
Capital Stock of any of their respective Subsidiaries to be owned, directly or indirectly, by one
or more licensed veterinarians who will be actively involved in such Subsidiary; provided
that Company designates such Subsidiary as a Permitted Partially-Owned Subsidiary;




          (h) Permitted Acquisitions, the consideration for which constitutes (i) $110,000,000 or less
in the aggregate during the period from the Closing Date through the end of Fiscal Year 2005 or
(ii) $50,000,000 or less in the aggregate in any Fiscal Year thereafter; provided, that
$10,000,000 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
$15,000,000, Company shall not make such acquisition without the prior consent of Administrative
Agent and Syndication Agent, such consent not to be unreasonably withheld; provided,
further, however, that with respect to any Permitted Acquisitions made in Canada,
such Permitted Acquisitions shall not exceed $35,000,000 in the aggregate. 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 $5,000,000 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 $50,000,000 amount set forth above on a dollar for dollar basis;




          (i) Sales and lease backs permitted pursuant to Section 6.11; and




          (j) Investments made in accordance with Section 6.7.




     6.10 Disposal of Subsidiary Interests. Except for any sale of interests in the Capital Stock
of any of its Subsidiaries in compliance with the provisions of Section 6.9, no Credit Party
shall, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any
Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable
law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or
otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to another
Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to
qualify directors if required by applicable law.



     6.11 Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or
other



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surety with respect to any lease of any property (whether real, personal or mixed), whether now
owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or
to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends
to use for substantially the same purpose as any other property which has been or is to be sold or
transferred by such Credit Party to any Person (other than Holdings or any of its Subsidiaries) in
connection with such lease; provided, however, that Company and its Subsidiaries
may sell and lease-back assets in an aggregate amount not to exceed $5,000,000 in any Fiscal Year.




     6.12 Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit
any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction
(including the purchase, sale, lease or exchange of any property or the rendering of any service)
with any holder of 10% or more of any class of Capital Stock of Holdings or any of its Subsidiaries
or with any Affiliate of Holdings or of any such holder, on terms that are less favorable to
Holdings or that Subsidiary, as the case may be, than those that might be obtained at the time from
a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall
not apply to (a) any transaction between Holdings, Company and any Subsidiary; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing body) of Holdings
and its Subsidiaries; (c) compensation and management equity arrangements for officers and other
employees of Holdings and its Subsidiaries entered into in the ordinary course of business; (d)
payment of Transaction Costs to the extent such payments are made to any holder of 10% or more of
any class of Capital Stock of Holdings or any of its Subsidiaries or to any Affiliate of Holdings
or of any such holder; and (e) sales or purchases by Company or any of its Subsidiaries of the
Capital Stock of a Subsidiary of Company; provided, that with respect to such sales,
Company designates such Subsidiary a Permitted Partially-Owned Subsidiary, and, with respect to
such purchases, such purchases are permitted pursuant to Sections 6.1(p) and 6.5(g).



     6.13 Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall
it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged
in by such Credit Party on the Closing Date and businesses or lines of businesses the same as,
related, complementary or ancillary to, the business in which such Credit Party is engaged as of
the Closing Date and (ii) such other lines of business as may be consented to by Requisite
Lenders.



     6.14 Permitted Activities of Holdings. Notwithstanding anything to the contrary contained
herein, Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other
obligation or liability whatsoever other than the Indebtedness and obligations permitted to be
incurred by Holdings under Section 6.1 (including, without limitation, Indebtedness and
obligations owing to Company, Permitted Seller Notes and Earn-Out Obligations and Indebtedness and
obligations set forth on Schedule 6.1 for which Holdings is obligor as of the Closing Date),
obligations to pay Transaction Costs, obligations for Taxes and administrative costs and expenses
as contemplated on Sections 6.5(1) and 6.5(m); (b) create or suffer to exist any Lien upon any
property or assets now owned or hereafter acquired by it other than the Liens created under the
Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in
any business or activity or own any assets other than (i) holding 100% of the Capital Stock of
Company, (ii) performing its obligations and activities incidental thereto under the Credit
Documents, (iii) performing its obligations under Permitted Seller Notes and Earn-Out



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Obligations and for Taxes and administrative costs and expenses as contemplated by Sections 6.5(1)
and 6.5(m); and (iv) making Restricted Junior Payments and Investments to the extent permitted by
this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of
any of its Subsidiaries except to the extent permitted by Section 6.9; (f) create or acquire any
Subsidiary or make or own any Investment in any Person other than Company and other than as
permitted under Section 6.7(g); or (g) fail to hold itself out to the public as a legal entity
separate and distinct from all other Persons.




     6.15 [Reserved].



     6.16 Amendments or
Waivers with respect to Subordinated Indebtedness. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, amend or otherwise change the
terms of any Subordinated Indebtedness, or make any payment consistent with an amendment thereof
or change thereto, if the effect of such amendment or change is to increase the interest rate on
such Subordinated Indebtedness, change (to earlier dates) any dates upon which payments of
principal or interest are due thereon, change any event of default or condition to an event of
default with respect thereto (other than to eliminate any such event of default or increase any
grace period related thereto), change the redemption, prepayment or defeasance provisions thereof,
change the subordination provisions of such Subordinated Indebtedness (or of any guaranty
thereof), or if the effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor thereunder or to confer any
additional rights on the holders of such Subordinated Indebtedness (or a trustee or other
representative on their behalf) which would be adverse to any Credit Party or Lenders.
Notwithstanding the foregoing, any Credit Party may make any payment with respect to the Existing
Subordinated Notes and amend or supplement the Existing Subordinated Note Indenture, consistent
with the terms of the Offer to Purchase and Consent Solicitation Statement.



     6.17 Designation of “Senior Indebtedness”. Company shall not designate any Indebtedness
(other than the Obligations) as “Senior Indebtedness” (as defined in the Existing Subordinated
Note Indenture) for purposes of the Existing Subordinated Note Indenture without the prior written
consent of Requisite Lenders.



     6.18 Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
change its Fiscal Year-end from December 31.



SECTION 7. GUARANTY




     7.1 Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly
and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the
ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when
the same shall become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but for the operation
of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 362(a))
(collectively, the “Guaranteed Obligations”).




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     7.2 Contribution by Guarantors. All Guarantors desire to allocate among themselves
(collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations
arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any
date by a Guarantor (a “Funding Guarantor”) under this Guaranty that exceeds its Fair Share as of
such date, such Funding Guarantor shall be entitled to a contribution from each of the other
Contributing Guarantors in the amount of such other Contributing Guarantor’s Fair Share Shortfall
as of such date, with the result that all such contributions will cause each Contributing
Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with
respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the
ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii)
the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors
multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Shortfall”
means, with respect to a Contributing Guarantor as of any date of determination, the excess, if
any, of the Fair Share of such Contributing Guarantor over the Aggregate Payments of such
Contributing Guarantor. “Fair Share Contribution Amount” means, with respect to a Contributing
Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such
Contributing Guarantor under this Guaranty that would not render its obligations hereunder or
thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title
11 of the United States Code or any comparable applicable provisions of state law;
provided, solely for purposes of calculating the “Fair Share Contribution Amount” with
respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities
of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or
indemnification or any rights to or obligations of contribution hereunder shall not be considered
as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect
to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate
amount of all payments and distributions made on or before such date by such Contributing Guarantor
in respect of this Guaranty (including, without limitation, in respect of this Section 7.2),
minus (2) the aggregate amount of all payments received on or before such date by such
Contributing Guarantor from the other Contributing Guarantors as contributions under this Section
7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the
related payment or distribution is made by the applicable Funding Guarantor. The allocation among
Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be
construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor
is a third party beneficiary to the contribution agreement set forth in this Section 7.2.



     7.3 Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally
agree, in furtherance of the foregoing and not in limitation of any other right which any
Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the
failure of Company to pay any of the Guaranteed Obligations when and as the same shall become due,
whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to
be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount
equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as
aforesaid, accrued and unpaid interest on such Guaranteed



96









 




Obligations (including interest which, but for Company’s becoming the subject of a case under the
Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is
allowed against Company for such interest in the related bankruptcy case) and all other Guaranteed
Obligations then owed to Beneficiaries as aforesaid.




     7.4 Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder
are irrevocable, absolute, independent and unconditional and shall not be affected by any
circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than
payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without
limiting the generality thereof, each Guarantor agrees as follows:



          (a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty
is a primary obligation of each Guarantor and not merely a contract of surety;




          (b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default
notwithstanding the existence of any dispute between Company and any Beneficiary with respect to
the existence of such Event of Default;




          (c) the obligations of each Guarantor hereunder are independent of the obligations of Company
and the obligations of any other guarantor (including any other Guarantor) of the obligations of
Company, and a separate action or actions may be brought and prosecuted against such Guarantor
whether or not any action is brought against Company or any of such other guarantors and whether
or not Company is joined in any such action or actions;




          (d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall
in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the
Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing,
if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s
covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to
release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is
not the subject of such suit, and such judgment shall not, except to the extent satisfied by such
Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect
of the Guaranteed Obligations;




          (e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability hereof or giving rise to any reduction,
limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time
to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle,
compromise, release or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the
Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle,
rescind, waive, alter, subordinate or modify, with or without consideration, any security for
payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any
other obligation of any Person (including any other Guarantor) with respect





97









 







to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the
order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may
have against any such security, in each case as such Beneficiary in its discretion may determine
consistent herewith or the applicable Hedge Agreement and any applicable security agreement,
including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales,
whether or not every aspect of any such sale is commercially reasonable, and even though such
action operates to impair or extinguish any right of reimbursement or subrogation or other right or
remedy of any Guarantor against Company or any security for the Guaranteed Obligations; and (vi)
exercise any other rights available to it under the Credit Documents or the Hedge Agreements; and




          (f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable
and shall not be subject to any reduction, limitation, impairment, discharge or termination for
any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of
any of the following, whether or not any Guarantor shall have had notice or knowledge of any of
them: (i) any failure or omission to assert or enforce or agreement or election not to assert or
enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the
exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising
under the Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with respect
to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other
guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission,
waiver, amendment or modification of, or any consent to departure from, any of the terms or
provisions (including provisions relating to events of default) hereof, any of the other Credit
Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not
in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement
relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement
relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect;
(iv) the application of payments received from any source (other than payments received pursuant
to the other Credit Documents or any of the Hedge Agreements or from the proceeds of any security
for the Guaranteed Obligations, except to the extent such security also serves as collateral for
indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the
Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to
any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change,
reorganization or termination of the corporate structure or existence of Holdings or any of its
Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any
failure to perfect or continue perfection of a security interest in any collateral which secures
any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Company may
allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including
failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations,
accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do
any other act or thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.




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     7.5 Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a)
any right to require any Beneficiary, as a condition of payment or performance by such Guarantor,
to (i) proceed against Company, any other guarantor (including any other Guarantor) of the
Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from
Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any
balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any
other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any
defense arising by reason of the incapacity, lack of authority or any disability or other defense
of Company or any other Guarantor including any defense based on or arising out of the lack of
validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument
relating thereto or by reason of the cessation of the liability of Company or any other Guarantor
from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon
any statute or rule of law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (d) any defense based upon
any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except
behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or
otherwise, which are or might be in conflict with the terms hereof and any legal or equitable
discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations
affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to
set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that
any Beneficiary protect, secure, perfect or insure any security interest or lien or any property
subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of
dishonor and notices of any action or inaction, including acceptance hereof, notices of default
hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any
renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto,
notices of any extension of credit to Company and notices of any of the matters referred to in
Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be
derived from or afforded by law which limit the liability of or exonerate guarantors or sureties,
or which may conflict with the terms hereof.



     7.6 Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations
shall have been indefeasibly paid in full and the Revolving Commitments shall have terminated each
Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now
has or may hereafter have against Company or any other Guarantor or any of its assets in
connection with this Guaranty or the performance by such Guarantor of its obligations hereunder,
in each case whether such claim, right or remedy arises in equity, under contract, by statute,
under common law or otherwise and including without limitation (a) any right of subrogation,
reimbursement or indemnification that such Guarantor now has or may hereafter have against Company
with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c)
any benefit of, and any right to participate in, any collateral or security now or hereafter held
by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly
paid in full and the Revolving Commitments shall have terminated each Guarantor shall withhold
exercise of any right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any
such right of contribution as contemplated by Section 7.2. Each



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Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of
its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is
found by a court of competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against Company or against
any collateral or security, and any rights of contribution such Guarantor may have against any such
other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against
Company, to all right, title and interest any Beneficiary may have in any such collateral or
security, and to any right any Beneficiary may have against such other guarantor. If any amount
shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification
or contribution rights at any time when all Guaranteed Obligations shall not have been paid in
full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and
shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms hereof.




     7.7 Subordination of Other Obligations. Any Indebtedness of Company or any Guarantor now or
hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of
payment to the Guaranteed Obligations, and any such indebtedness collected or received by the
Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust
for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to
Administrative Agent for the benefit of Beneficiaries to be credited and applied against the
Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of
the Obligee Guarantor under any other provision hereof.



     7.8 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect
until all of the Guaranteed Obligations shall have been finally and indefeasibly paid in full and
the Revolving Commitments shall have terminated. Each Guarantor hereby irrevocably waives any
right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.



     7.9 Authority of Guarantors or Company. It is not necessary for any Beneficiary to inquire
into the capacity or powers of any Guarantor or Company or the officers, directors or any agents
acting or purporting to act on behalf of any of them.



     7.10 Financial Condition of Company. Any Credit Extension may be made to Company or continued
from time to time, and any Hedge Agreements may be entered into from time to time, in each case
without notice to or authorization from any Guarantor regardless of the financial or other
condition of Company at the time of any such grant or continuation or at the time such Hedge
Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to
disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the
financial condition of Company. Each Guarantor has adequate means to obtain information from
Company on a continuing basis concerning the financial condition of Company and its ability to
perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor
assumes the responsibility for being and keeping informed of the financial condition of Company
and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each
Guarantor hereby waives and relinquishes any



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duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the
business, operations or conditions of Company now known or hereafter known by any Beneficiary.




     7.11 Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain outstanding, no
Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the
instructions of Requisite Lenders, commence or join with any other Person in commencing any
bankruptcy, reorganization or insolvency case or proceeding of or against Company or any other
Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired,
discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary,
involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of
Company or any other Guarantor or by any defense which Company or any other Guarantor may have by
reason of the order, decree or decision of any court or administrative body resulting from any
such proceeding.



          (b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed
Obligations which accrues after the commencement of any case or proceeding referred to in clause
(a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been
commenced) shall be included in the Guaranteed Obligations because it is the intention of
Guarantors and Beneficiaries that the Guaranteed Obligations which are Guaranteed by Guarantors
pursuant hereto should be determined without regard to any rule of law or order which may relieve
Company of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in
bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person
to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such
interest accruing after the date on which such case or proceeding is commenced.




          (c) In the event that all or any portion of the Guaranteed Obligations are paid by Company,
the obligations of Guarantors hereunder shall continue and remain in full force and effect or be
reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded
or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or
otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed
Obligations for all purposes hereunder.




     7.12 Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital Stock of any
Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of
(including by merger or consolidation) in accordance with the terms and conditions hereof, the
Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall
automatically be discharged and released without any further action by any Beneficiary or any
other Person effective as of the time of such Asset Sale.


Notwithstanding anything in this Agreement or any of the other Credit Documents to the contrary,
the obligations of VCA Real Property Acquisition Corporation (“VCA Guarantor”) pursuant to this
Agreement (including, without limitation, the provisions of Section 7 hereof), that are secured by
(i) that certain Mortgage granted by VCA Guarantor pursuant to this Agreement and to be recorded
in Montgomery County, Maryland, and (ii) that certain Mortgage




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granted by VCA Guarantor pursuant to this Agreement and to be recorded in Worcester County,
Maryland (individually, “Maryland Mortgage”, and collectively, “Maryland Mortgages”), shall not be,
or be deemed to be, primary obligations of VCA Guarantor, and the enforcement of Lender’s rights
under the Maryland Mortgages or either Maryland Mortgage shall be conditioned and contingent upon
the occurrence of an Event of Default under this Agreement. In the event of a conflict between the
foregoing sentence and any provision of any other Credit Document, the provisions of the foregoing
sentence shall prevail.




SECTION 8. EVENTS OF DEFAULT




     8.1 Events of Default. If any one or more of the following conditions or events shall
occur:



          (a) Failure to Make Payments When Due. Failure by Company to pay (i) when due any
installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to
Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on
any Loan or any fee or any other amount due hereunder within five (5) days after the date due; or




          (b) Default in Other Agreements. (i) Failure of any Credit Party or any of their
respective Subsidiaries to pay when due any principal of or interest on or any other amount
payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in
Section 8.1(a)) in a principal amount of $3,500,000 or more, beyond the grace period, if any,
provided therefore and the holder of such Indebtedness has any rights or remedies exercisable as a
result of such failure; or (ii) breach or default by any Credit Party with respect to any other
material term of (1) one or more items of Indebtedness in the individual or aggregate principal
amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other
agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any,
provided therefore, if the effect of such breach or default is to cause, or to permit the holder
or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that
Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity
or the stated maturity of any underlying obligation, as the case may be; or




          (c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply
with any term or condition contained in Section 2.5, Section 5.2 or Section 6; or




          (d) Breach of Representations, etc. Any representation, warranty, certification or
other statement made or deemed made by any Credit Party in any Credit Document or in any statement
or certificate at any time given by any Credit Party or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false in any material
respect as of the date made or deemed made; or




          (e) Other Defaults Under Credit Documents. Any Credit Party shall default in the
performance of or compliance with any term contained herein or any of the other Credit Documents,
other than any such term referred to in any other Section of this Section 8.1, and such default
shall not have been remedied or waived within thirty (30) days after the earlier of




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(i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Company of
notice from Administrative Agent or any Lender of such default; or




          (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 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




          (h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or
similar process involving an amount in excess of $3,500,000 (to the extent not adequately covered
by insurance as to which a solvent and unaffiliated insurance Company has acknowledged coverage)
shall be entered or filed against Holdings or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days (or in any event later than five days prior to the date of any proposed sale thereunder); or




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          (i) Dissolution. Any order, judgment or decree shall be entered against any Credit
Party decreeing the dissolution or split up of such Credit Party and such order shall remain
undischarged or unstayed for a period in excess of thirty (30) days; or




          (j) Employee Benefit Plans. There shall occur one or more ERISA Events which
individually or in the aggregate results in or might reasonably be expected to result in liability
of Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of
$3,500,000 during the term hereof; there shall exist one or more facts or circumstances that might
reasonably be expected to result in the imposition of a Lien pursuant to Section 401(a)(29) or
412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan; or there
shall exist an amount of therefore benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such
computation any Pension Plans with respect to which assets exceed benefit liabilities), which
exceeds $3,500,000; or




          (k) Change of Control. A Change of Control shall occur; or




          (l) Guaranties, Collateral Documents and other Credit Documents. At any time after
the execution and delivery thereof, (i) any material part of the Guaranty (taking into
consideration the joint and several obligations of the Guarantors in respect of the Guaranty) for
any reason, other than the satisfaction in full of all Obligations, shall cease to be in full
force and effect (other than in accordance with its terms) or shall be declared to be null and
void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any
Collateral Document ceases to be in full force and effect (other than by reason of a release of
Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the
Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral
Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported
to be covered by the Collateral Documents with the priority required by the relevant Collateral
Document, in each case for any reason other than the failure of Collateral Agent or any Secured
Party to take any action within its control, or (iii) any Credit Party shall contest the validity
or enforceability of any Credit Document in writing or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any Credit Document to
which it is a party;



THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g),
automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or
with the consent of) Requisite Lenders, upon notice to Company by Administrative Agent, (A) the
Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation
of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the
following shall immediately become due and payable, in each case without presentment, demand,
protest or other requirements of any kind, all of which are hereby expressly waived by each Credit
Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal
to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding
(regardless of whether any beneficiary under any such Letter of Credit shall have presented, or
shall be entitled at such time to present, the drafts or other documents or certificates required
to draw under such Letters of Credit), and (III) all other Obligations; provided, the
foregoing shall not affect in any way the obligations of Lenders under Section




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2.3(b)(iv) or Section 2.23(e); (C) Administrative Agent may cause Collateral Agent to enforce any
and all Liens and security interests created pursuant to Collateral Documents; and (D)
Administrative Agent shall direct Company to pay (and Company hereby agrees upon receipt of such
notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay)
to Administrative Agent such additional amounts of cash, to be held as security for Company’s
reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of
Credit Usage at such time.



Notwithstanding any of the foregoing to the contrary set forth herein, it shall not constitute an
Event of Default hereunder if any of the circumstances described above in Sections 8.1(f), 8.1(g),
8.1(i) and 8.1(1) shall have occurred with respect to one or more Subsidiaries of Company which in
the aggregate do not account for more than 2.50% of Company’s total Consolidated Adjusted EBITDA
for the four-Fiscal Quarter period most recently ended.




SECTION 9. AGENTS




     9.1 Appointment of Agents. GSCP and Wells Fargo are hereby appointed Joint Lead Arrangers,
GSCP is hereby appointed Syndication Agent, and UBOC is hereby appointed Documentation Agent
hereunder, and each Lender hereby authorizes Lead Arrangers, Syndication Agent and Documentation
Agent to act as its agents in accordance with the terms hereof and the other Credit Documents.
Wells Fargo is hereby appointed Administrative Agent hereunder and under the other Credit
Documents and each Lender hereby authorizes Administrative Agent to act as its agent in accordance
with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the
express conditions contained herein and the other Credit Documents, as applicable. The provisions
of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have
any rights as a third party beneficiary of any of the provisions hereof. In performing its
functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not
assume and shall not be deemed to have assumed any obligation towards or relationship of agency or
trust with or for Holdings or any of its Subsidiaries. Syndication Agent, without consent of or
notice to any party hereto, may assign any and all of its rights or obligations hereunder to any
of its Affiliates. As of the Closing Date, all the respective obligations of GSCP and Wells Fargo,
in their capacity as Lead Arrangers, GSCP, in its capacity as Syndication Agent, and UBOC, in its
capacity as Documentation Agent, shall terminate.



     9.2 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on
such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the
other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof
and thereof, together with such powers, rights and remedies as are reasonably incidental thereto.
Each Agent shall have only those duties and responsibilities that are expressly specified herein
and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and
perform such duties by or through its agents or employees. No Agent shall have, by reason hereof
or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and
nothing herein or in any of the other Credit Documents, expressed or implied, is intended to or
shall be so construed as to impose upon any Agent any obligations in respect hereof or of any of
the other Credit Documents except as expressly set forth herein or therein.



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     9.3 General Immunity.



          (a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender
for the execution, effectiveness, genuineness, validity, enforceability, collectability or
sufficiency hereof or of any other Credit Document or for any representations, warranties, recitals
or statements made herein or therein or made in any written or oral statements or in any financial
or other statements, instruments, reports or certificates or any other documents furnished or made
by any Agent to Lenders or by or on behalf of any Credit Party, any Lender or any person providing
the Settlement Service to any Agent or any Lender in connection with the Credit Documents and the
transactions contemplated thereby or for the financial condition or business affairs of any Credit
Party or any other Person liable for the payment of any Obligations, nor shall any Agent be
required to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to
the use of the proceeds of the Loans or as to the existence or possible existence of any Event of
Default or Default. Anything contained herein to the contrary notwithstanding, Administrative Agent
shall not have any liability arising from confirmations of the amount of outstanding Loans or the
Letter of Credit Usage or the component amounts thereof.




          (b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors,
employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under
or in connection with any of the Credit Documents except to the extent caused by such Agent’s
gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or
the taking of any action (including the failure to take an action) in connection herewith or any
of the other Credit Documents or from the exercise of any power, discretion or authority vested in
it hereunder or thereunder unless and until such Agent shall have received instructions in respect
thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions
under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other
Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain
from acting, or to exercise such power, discretion or authority, in accordance with such
instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any communication, instrument or
document believed by it to be genuine and correct and to have been signed or sent by the proper
Person or Persons, including any Settlement Confirmation or other communication issues by any
Settlement Service, and shall be entitled to rely and shall be protected in relying on opinions
and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall have any right of
action whatsoever against any Agent as a result of such Agent acting or (where so instructed)
refraining from acting hereunder or any of the other Credit Documents in accordance with the
instructions of Requisite Lenders (or such other Lenders as may be required to give such
instructions under Section 10.5).




          (c) Delegation of Duties. Administrative Agent may perform any and all of its duties
and exercise its rights and powers under this Agreement or under any other Credit Document by or
through any one or more sub-agents appointed by Administrative Agent; provided, that the
appointment of one or more sub-agents shall not relieve the Administrative Agent of any of its
duties or obligations under this Agreement or any other Credit Documents




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and the Administrative Agent shall exercise due care in the selection and monitoring of any such
sub-agent. Administrative Agent and any such sub-agent may perform any and all of its duties and
exercise its rights and powers by or through their respective Affiliates. The exculpatory,
indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the
Affiliates of Administrative Agent and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and
indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such
sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding
anything herein to the contrary, with respect to each sub-agent appointed by the Administrative
Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to
all such rights, benefits and privileges (including exculpatory rights and rights to
indemnification) and shall have all of the rights and benefits of a third party beneficiary,
including an independent right of action to enforce such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) directly, without the consent or joinder of any
other Person, against any or all of the Credit Parties and the Lenders, and (ii) such rights,
benefits and privileges (including exculpatory rights and rights to indemnification) shall not be
modified or amended without the consent of such sub-agent. Any sub-agent shall be obligated to
account for all money and other property handled by it in connection with this Agreement or any
other Credit Document as if it were a party hereto or thereto, as applicable, as Administrative
Agent, but shall otherwise deal solely with and at the direction of Administrative Agent.




     9.4 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or
affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its
individual capacity as a Lender hereunder. With respect to its participation in the Loans, each
Agent shall have the same rights and powers hereunder as any other Lender and may exercise the
same as if it were not performing the duties and functions delegated to it hereunder, and the term
“Lender” shall, unless the context clearly otherwise indicates, include each Agent in its
individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of banking, trust, financial advisory or other business with Holdings
or any of its Affiliates as if it were not performing the duties specified herein, and may accept
fees and other consideration from Company for services in connection herewith and otherwise
without having to account for the same to Lenders.



     9.5 Lenders’ Representations, Warranties and Acknowledgment.



          (a) Each Lender represents and warrants that it has made its own independent investigation of
the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit
Extensions hereunder and that it has made and shall continue to make its own appraisal of the
creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any such appraisal on
behalf of Lenders or to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at any time or times
thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.




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          (b) Each Lender, by delivering its signature page to this Agreement or a Joinder Agreement and
funding its Term Loan and/or a Revolving Loan on the Closing Date, shall be deemed to have
acknowledged receipt of, and consented to and approved, each Credit Document and each other
document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the
Closing Date.




     9.6 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit
Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent
in exercising its powers, rights and remedies or performing its duties hereunder or under the
other Credit Documents or otherwise in its capacity as such Agent in any way relating to or
arising out hereof or the other Credit Documents; provided, no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful
misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such
Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease,
or not commence, to do the acts indemnified against until such additional indemnity is furnished;
provided, in no event shall this sentence require any Lender to indemnify any Agent
against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this
sentence shall not be deemed to require any Lender to indemnify any Agent against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described
in the proviso in the immediately preceding sentence.



     9.7 Successor Administrative Agent and Swing Line Lender. Administrative Agent may resign at
any time by giving thirty (30) days’ prior written notice thereof to Lenders and Company, and
Administrative Agent may be removed at any time with or without cause by an instrument or
concurrent instruments in writing delivered to Company and Administrative Agent and signed by
Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall
have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative
Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or removed Administrative
Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such
successor Administrative Agent all sums, Securities and other items of Collateral held under the
Collateral Documents, together with all records and other documents necessary or appropriate in
connection with the performance of the duties of the successor Administrative Agent under the
Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such
amendments to financing statements, and take such other actions, as may be necessary or appropriate
in connection with the assignment to such successor Administrative Agent of the security interests
created under the Collateral Documents, whereupon such retiring or removed Administrative Agent
shall be discharged from its duties and obligations hereunder. After any retiring or removed
Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken



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by it while it was Agent hereunder. Any resignation or removal of Administrative Agent pursuant to
this Section shall also constitute the resignation or removal of Wells Fargo or its successor as
Swing Line Lender, and any successor Administrative Agent appointed pursuant to this Section
shall, upon its acceptance of such appointment, become the successor Swing Line Lender for all
purposes hereunder. In such event (a) Company shall prepay any outstanding Swing Line Loans made
by the retiring or removed Administrative Agent in its capacity as Swing Line Lender, (b) upon
such prepayment, the retiring or removed Administrative Agent and Swing Line Lender shall
surrender any Swing Line Note held by it to Company for cancellation, and (c) Company shall issue,
if so requested by Successor Administrative Agent and Swing Line Loan Lender, a new Swing Line
Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the
Swing Line Loan Sublimit then in effect and with other appropriate insertions.




     9.8 Collateral Documents and Guaranty.



          (a) Agents under Collateral Documents and Guaranty. Each Lender hereby further
authorizes Administrative Agent, on behalf of and for the benefit of Lenders, to be the agent for
and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral
Documents. Subject to Section 10.5, without further written consent or authorization from Lenders,
Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments
necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale
or other disposition of assets permitted hereby or to which Requisite Lenders (or such other
Lenders as may be required to give such consent under Section 10.5) have otherwise consented or
(ii) release any Guarantor from the Guaranty pursuant to Section 7.13 or with respect to which
Requisite Lenders (or such other Lenders as may be required to give such consent under Section
10.5) have otherwise consented.




          (b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of
the Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral
Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize
upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all
powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of
Lenders in accordance with the terms hereof and all powers, rights and remedies under the
Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a
foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale,
Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any
such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any
Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall
otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or
payment of the purchase price for all or any portion of the Collateral sold at any such public
sale, to use and apply any of the Obligations as a credit on account of the purchase price for any
collateral payable by Collateral Agent at such sale.




SECTION 10. MISCELLANEOUS




     10.1 Notices. Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given to a Credit Party, Lead Arrangers,



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Syndication Agent, Collateral Agent, Administrative Agent, Swing Line Lender or Issuing Bank, shall
be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit
Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise
indicated to Administrative Agent in writing. Each notice hereunder shall be in writing and may be
personally served, telexed or sent by telefacsimile or United States mail or courier service and
shall be deemed to have been given when delivered in person or by courier service and signed for
against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after
depositing it in the United States mail with postage prepaid and properly addressed;
provided, no notice to any Agent shall be effective until received by such Agent;
provided further, any such notice or other communication shall at the request of the
Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as
designated by the Administrative Agent from time to time.




     10.2 Expenses. Whether or not the transactions contemplated hereby shall be consummated,
Company agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation
of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b)
all the costs of furnishing all opinions by counsel for Company and the other Credit Parties; (c)
the reasonable and documented fees, expenses and disbursements of counsel to Agents (in each case
including allocated costs of internal counsel) in connection with the negotiation, preparation,
execution and administration of the Credit Documents and any consents, amendments, waivers or other
modifications thereto and any other documents or matters requested by Company; (d) all the actual
costs and reasonable and documented expenses of creating and perfecting Liens in favor of
Collateral Agent, for the benefit of Lenders pursuant hereto, including filing and recording fees,
expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and
reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any
opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens
created pursuant to the Collateral Documents; (e) all the actual costs and reasonable and
documented fees, expenses and disbursements of any auditors, accountants, consultants or
appraisers; (f) all the actual costs and reasonable and documented expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents
employed or retained by Collateral Agent and its counsel) in connection with the custody or
preservation of any of the Collateral; (g) all other actual and reasonable and documented costs and
expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and
the negotiation, preparation and execution of the Credit Documents and any consents, amendments,
waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the
occurrence of a Default or an Event of Default, all costs and expenses, including reasonable and
documented attorneys’ fees (including allocated costs of internal counsel) and costs of settlement,
incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due
from any Credit Party hereunder or under the other Credit Documents by reason of such Default or
Event of Default (including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the Guaranty) or in connection with any
refinancing or restructuring of the credit arrangements provided hereunder in the nature of a
“work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.



     10.3 Indemnity. In addition to the payment of expenses pursuant to Section 10.2, whether or
not the transactions contemplated hereby shall be consummated, each Credit Party



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agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless,
each Agent and Lender and the officers, partners, directors, trustees, employees, agents,
sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against
any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to
any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent
that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3
may be unenforceable in whole or in part because they are violative of any law or public policy,
the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and
satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them. To the extent permitted by applicable law, no Credit Party
shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, any Credit Document or any agreement or
instrument or transaction contemplated hereby.




     10.4 Set-Off. In addition to any rights now or hereafter granted under applicable law and not
by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender
is hereby authorized by each Credit Party at any time or from time to time subject to the consent
of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice
to any Credit Party or to any other Person (other than Administrative Agent), any such notice
being hereby expressly waived, to set off and to appropriate and to apply any and all deposits
(general or special, including Indebtedness evidenced by certificates of deposit, whether matured
or unmatured, but not including trust accounts) and any other Indebtedness at any time held or
owing by such Lender to or for the credit or the account of any Credit Party against and on
account of the obligations and liabilities of any Credit Party to such Lender hereunder, and
participations therein and under the other Credit Documents, including all claims of any nature or
description arising out of or connected hereto and participations therein or with any other Credit
Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or
(b) the principal of or the interest on the Loans or any other amounts due hereunder shall have
become due and payable pursuant to Section 2 and although such obligations and liabilities, or any
of them, may be contingent or unmatured. Each Credit Party hereby further grants to Administrative
Agent and each Lender a security interest in all Deposit Accounts maintained with Administrative
Agent or such Lender as security for the Obligations.



     10.5 Amendments and Waivers.



          (a) Requisite Lenders’ Consent. Subject to Section 10.5(b) and 10.5(c), no amendment,
modification, termination or waiver of any provision of the Credit Documents, or consent to any
departure by any Credit Party therefrom, shall in any event be effective without the written
concurrence of the Requisite Lenders.




          (b) Affected Lenders’ Consent. Without the written consent of each Lender (other than
a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or
consent shall be effective if the effect thereof would:




               (i) extend the scheduled final maturity of any Loan or Note;



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               (ii) waive, reduce or postpone any scheduled repayment (but not prepayment);



               (iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the
interest rate applicable to any Loan pursuant to Section 2.10) or any fee payable hereunder;



               (iv) extend the time for payment of any such interest or fees;



               (v) reduce the principal amount of any Loan;



               (vi) amend, modify, terminate or waive any provision of this Section 10.5(b) or Section
10.5(c);



               (vii) amend the definition of “Requisite Lenders” or “Pro Rata
Share”; provided, with the consent of Requisite Lenders, additional extensions of credit
pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on
substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving
Commitments and the Revolving Loans are included on the Closing Date;



               (viii) release or otherwise subordinate all or substantially all of the Collateral or all or
substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit
Documents;



               (ix) consent to the assignment or transfer by any Credit Party of any of its rights and
obligations under any Credit Document;



               (x) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment
Termination Date; or



               (xi) reduce any reimbursement obligation in respect of any Letter of Credit.



          (c) Other Consents. No amendment, modification, termination or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit Party therefrom,
shall:




               (i) increase any Revolving Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender; provided, no amendment, modification or waiver of any
condition precedent, covenant, Default or Event of Default shall constitute an increase in any
Revolving Commitment of any Lender;



               (ii) amend, modify, terminate or waive any provision hereof relating to the Swing Line
Sublimit or the Swing Line Loans without the consent of Swing Line Lender;



               (iii) amend the definition of “Requisite Class Lenders” without the consent of Requisite
Class Lenders of each Class; provided, with the consent of the Requisite Lenders,
additional extensions of credit pursuant hereto may be included in the determination of



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such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the
Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;




               (iv) alter the required application of any repayments or prepayments as between Classes
pursuant to Section 2.14 without the consent of Requisite Class Lenders of each Class which is
being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite
Lenders may waive, in whole or in part, any prepayment so long as the application, as between
Classes, of any portion of such prepayment which is still required to be made is not altered;



               (v) amend, modify, terminate or waive any provision of Section 9 as the same applies to any
Agent, or any other provision hereof as the same applies to the rights or obligations of any
Agent, in each case without the consent of such Agent; or



               (vi) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of
participations in Letters of Credit as provided in Section 2.23(e) without the written consent of
Administrative Agent and of Issuing Bank.



          (d) Execution of Amendments, etc. Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice or demand in
similar or other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 10.5 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.




          (e) Refinancing Term Loans. Notwithstanding anything to the contrary contained
herein, this Agreement may be amended with the written consent of the Administrative Agent,
Company, the holders of not less than 50.0% of the Revolving Exposure and the Lenders providing
the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans (the
“Refinanced Term Loan”) with a replacement term loan tranche hereunder (the “Replacement Term
Loans”), provided that (a) the aggregate principal amount of such Replacement Term Loans
shall not exceed the aggregate principal amount of such Refinanced Term Loan, (b) the interest
rate for such Replacement Term Loans shall not be higher than the interest rate for such
Refinanced Term Loan, (c) the weighted average life to maturity of such Replacement Term Loans
shall not be shorter than the weighted average life to maturity of such Refinanced Term Loan at
the time of such refinancing and (d) all other terms applicable to such Replacement Term Loans
shall be substantially identical to, or less favorable to the Lenders providing such Replacement
Term Loans than those applicable to such Refinanced Term Loan, except to the extent necessary to
provide for covenants and other terms applicable to any period after the latest final maturity of
the Term Loans in effect immediately prior to such refinancing.




     10.6 Successors and Assigns; Participations.



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          (a) Generally. This Agreement 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 nor any
interest therein may be assigned or delegated by any Credit Party without the prior written
consent of all Lenders.




          (b) Register. Company, Administrative Agent and Lenders shall deem and treat the
Persons listed as Lenders in the Register as the holders and owners of the corresponding
Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any
such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register
following receipt of (x) a written or electronic confirmation of an assignment issued by a
Settlement Service pursuant to Section 10.6(d) (a “Settlement Confirmation”) or (y) an Assignment
Agreement effecting the assignment or transfer thereof, in each case, as provided in Section
10.6(d). Each assignment shall be recorded in the Register on the Business Day the Settlement
Confirmation or Assignment Agreement is received by the Administrative Agent, if received by 12:00
noon New York City time, and on the following Business Day if received after such time. Prompt
notice thereof shall be provided to Company and a copy of such Assignment Agreement or Settlement
Confirmation shall be maintained, as applicable. The date of such recordation of a transfer shall
be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or consent, is listed in
the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding Commitments or Loans.




          (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or
transfer all or a portion of its rights and obligations under this Agreement, including, without
limitation, all or a portion of its Commitment or Loans owing to it, Note or Notes held by it, or
other Obligation (provided, however, that each such assignment shall be of a
uniform, and not varying, percentage of all rights and obligations under and in respect of any
Loan and any related Commitments):




               (i) to any Person meeting the criteria of clause (i) of the definition of the term of
“Eligible Assignee” upon the giving of notice to Company and Administrative Agent; and



               (ii) to any Person meeting the criteria of clause (ii) of the definition of the term of
“Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to
any such Person (except in the case of assignments made by or to GSCP), consented to by each of
Company and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or,
(y) in the case of Company, required at any time an Event of Default shall have occurred and then
be continuing); provided, further each such assignment pursuant to this Section
10.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 (or such lesser amount
as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate
amount of the Revolving Commitments and/or Revolving Loans of the assigning Lender) with respect
to the assignment of the Revolving Commitments and/or Revolving Loans and (B) $500,000 (or such
lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the
aggregate amount of



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the Term Loans or New Term Loans of a Series of the assigning Lender) with respect to the
assignment of the Term Loans.




          (d) Mechanics. Assignments of Term Loans by Lenders may be made via an electronic
settlement system acceptable to Administrative Agent as designated in writing from time to time to
the Lenders by Administrative Agent (the “Settlement Service”). Each such assignment shall be
effected by the assigning Lender and proposed assignee pursuant to the procedures then in effect
under the Settlement Service, which procedures shall be consistent with the other provisions of
this Section 10.6. Each assignor Lender and proposed assignee shall comply with the requirements
of the Settlement Service in connection with effecting any transfer of Loans pursuant to the
Settlement Service. Administrative Agent’s and Company’s consent shall be deemed to have been
granted pursuant to Section 10.6(c)(ii) with respect to any transfer effected through the
Settlement Service. Subject to the other requirements of this Section 10.6, assignments and
assumptions of Term Loans may also be effected by manual execution delivery to the Administrative
Agent of an Assignment Agreement with the prior written consent of each of Company and
Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or (y) in the
case of Company, required at any time an Event of Default shall have occurred and then be
continuing). Initially, assignments and assumptions of Term Loans shall be effected by such manual
execution until Administrative Agent notifies Lenders to the contrary. Assignments and assumptions
of Revolving Loans or Revolving Commitments shall only be effected by manual execution and
delivery to the Administrative Agent of an Assignment Agreement. Assignments made pursuant to the
foregoing provision shall be effective as of the Assignment Effective Date. In connection with all
assignments there shall be delivered to Administrative Agent such forms, certificates or other
evidence, if any, with respect to United States federal income tax withholding matters as the
assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.19(c).
Notwithstanding anything herein or in any Assignment Agreement to the contrary and (i) unless
notice to the contrary is delivered to the Lenders from the Administrative Agent or (ii) so long
as no Default or Event of Default has occurred and is continuing, payment to the assignor by the
assignee in respect of the settlement of an assignment of any Term Loan (but not any Revolving
Loan or Revolving Commitment) shall include such compensation to the assignor as may be agreed
upon by the assignor and the assignee with respect to all unpaid interest which has accrued on
such Term Loan to but excluding the Assignment Effective Date. On and after the applicable
Assignment Effective Date, the applicable assignee shall be entitled to receive all interest paid
or payable with respect to the assigned Term Loan, whether such interest accrued before or after
the applicable Assignment Effective Date.




          (e) Representations and Warranties of Assignee. Each Lender, upon execution and
delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may
be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i)
it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it
will make or invest in, as the case may be, its Commitments or Loans for its own account in the
ordinary course of its business and without a view to distribution of such Commitments or Loans
within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it
being understood that, subject to the provisions




115









 







of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall
at all times remain within its exclusive control).




          (f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as
of the Assignment Effective Date: (i) the assignee thereunder shall have the rights and obligations
of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in
the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii)
the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have
been assigned to the assignee, relinquish its rights (other than any rights which survive the
termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the
case of an assignment covering all or the remaining portion of an assigning Lender’s rights and
obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective
Date; provided, anything contained in any of the Credit Documents to the contrary
notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with
respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit
and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue
to be entitled to the benefit of all indemnities hereunder as specified herein with respect to
matters arising out of the prior involvement of such assigning Lender as a Lender hereunder; (iii)
the Commitments shall be modified to reflect the Commitment of such assignee and any remaining
Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the
issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such
assignment or as promptly thereafter as practicable, surrender its applicable Notes to
Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Notes, if
so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning
Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans of the
assignee and/or the assigning Lender.




          (g) Participations. Each Lender shall have the right at any time to sell one or more
participations to any Person (other than Holdings, any of its Subsidiaries or any of its
Affiliates) in all or any part of its Commitments, Loans or in any other Obligation. The holder of
any such participation, other than an Affiliate of the Lender granting such participation, shall
not be entitled to require such Lender to take or omit to take any action hereunder except with
respect to any amendment modification or waiver that would (i) extend the final scheduled maturity
of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the
Revolving Commitment Termination Date) in which such participant is participating, or reduce the
rate or extend the time of payment of Interest or Fees thereon (except in connection with a waiver
of applicability of any post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant’s participation over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Commitment shall not constitute a change in the terms of such participation, and
that an increase in any Commitment or Loan shall be permitted without the consent of any
participant if the participant’s participation is not increased as a result thereof), (ii) consent
to the assignment or transfer by any Credit Party of any of its rights and obligations under this
Agreement or (iii) release all or substantially all of the Collateral under the Collateral
Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in
which such participant is participating. All amounts payable by any Credit Party hereunder,
including amounts payable to such Lender pursuant to Section 2.17(c), 2.18 or




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2.19, shall be determined as if such Lender had not sold such participation. Each Credit Party and
each Lender hereby acknowledge and agree that, solely for purposes of Sections 2.16 and 10.4, (1)
any participation will give rise to a direct obligation of each Credit Party to the participant and
(2) the participant shall be considered to be a “Lender.”




          (h) Certain Other Assignments. In addition to any other assignment permitted pursuant
to this Section 10.6, (i) any Lender may assign and pledge all or any portion of its Loans, the
other Obligations owed to such Lender, and its Notes, if any, to any Federal Reserve Bank as
collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve
System and any operating circular issued by such Federal Reserve Bank, and (ii) any Lender which
is an investment fund may pledge all or any portion of its Notes, if any, or Loans to its trustee
in support of its obligations to such trustee; provided, no Lender, as between Company and
such Lender, shall be relieved of any of its obligations hereunder as a result of any such
assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank
or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take
or omit to take any action hereunder.




     10.7 Independence of Covenants. All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such covenants, the fact that
it would be permitted by an exception to, or would otherwise be within the limitations of, another
covenant shall not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.



     10.8 Survival of Representations, Warranties and Agreements. All
representations, warranties and agreements made herein shall survive the execution and delivery
hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law
to the contrary, the agreements of each Credit Party set forth in Sections 2.17(c), 2.18, 2.19,
10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.16 and 9.6 shall survive
the payment of the Loans and the reimbursement of any amounts drawn thereunder, and the
termination hereof.



     10.9 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any
Lender in the exercise of any power, right or privilege hereunder or under any other Credit
Document shall impair such power, right or privilege or be construed to be a waiver of any default
or acquiescence therein, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other power, right or privilege.
The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and
shall be in addition to and independent of all rights, powers and remedies existing by virtue of
any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements.
Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy
hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof,
nor shall it preclude the further exercise of any such right, power or remedy.



     10.10 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any
obligation to marshal any assets in favor of any Credit Party or any other Person or against or in
payment of any or all of the Obligations. To the extent that any Credit Party makes



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a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of
Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their
rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law,
any other state or federal law, common law or any equitable cause, then, to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights
and remedies therefore or related thereto, shall be revived and continued in full force and effect
as if such payment or payments had not been made or such enforcement or setoff had not occurred.




     10.11 Severability. In case any provision in or obligation hereunder or any Note 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.



     10.12 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders
hereunder are several and no Lender shall be responsible for the obligations or Commitment of any
other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action
taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall
be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for
any other Lender to be joined as an additional party in any proceeding for such purpose.



     10.13 Entire Agreement. This Agreement (together with the schedules hereto, the letter
agreements dated the date hereof and making specific reference hereto, exhibits hereto, annexes
hereto and the other agreements, documents and instruments delivered pursuant hereto) and the
Credit Documents constitute the entire agreement among the parties or any of them with respect to
the subject matter hereof and thereof and supersede all other prior agreements and understandings,
both written and verbal, among the parties or any of them with respect to the subject matter
hereof.



     10.14 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.



     10.15 APPLICABLE LAW. THIS AGREEMENT 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 (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



     10.16 CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY
ARISING OUT OF OR RELATING



118









 




HERETO OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES,
IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF
SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS
IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT,
AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND
LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.




     10.17 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER
ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL
CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.17 AND EXECUTED BY EACH OF THE
PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE LOANS



119









 




MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.




     10.18 Confidentiality. Each Lender shall hold all non-public information obtained pursuant to
the requirements hereof which has been identified as confidential by Company in accordance with
such Lender’s customary procedures for handling confidential information of this nature and in
accordance with prudent lending or investing practices, it being understood and agreed by Company
that in any event a Lender may make disclosures to Affiliates of such Lender (and to other persons
authorized by a Lender or Agent to organize, present or disseminate such information in connection
with disclosures otherwise made in accordance with this Section 10.18), disclosures reasonably
required by any bona fide or potential assignee, transferee or participant in connection with the
contemplated assignment, transfer or participation by such Lender of any Loans or any
participations therein or by any direct or indirect contractual counterparties (or the professional
advisors thereto) in Hedge Agreements (provided, such counterparties and advisors are
advised of and agree to be bound by the provisions of this Section 10.18) or disclosures required
or requested by any governmental agency or representative thereof or by the NAIC or pursuant to
legal process; provided, unless specifically prohibited by applicable law or court order,
each Lender shall make reasonable efforts to notify Company of any request by any governmental
agency or representative thereof (other than any such request in connection with any examination of
the financial condition or other routine examination of such Lender by such governmental agency)
for disclosure of any such non-public information prior to disclosure of such information.



     10.19 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate
interest rate charged with respect to any of the Obligations, including all charges or fees in
connection therewith deemed in the nature of interest under applicable law shall not exceed the
Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence)
under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the
Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would have been due hereunder if the
stated rates of interest set forth in this Agreement had at all times been in effect. In addition,
if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into
account the increase provided for above) is less than the total amount of interest which would
have been due hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect, then to the extent permitted by law, Company shall pay to Administrative
Agent an amount equal to the difference between the amount of interest paid and the amount of
interest which would have been paid if the Highest Lawful Rate had at all times been in effect.
Notwithstanding the foregoing, it is the intention of Lenders and Company to conform strictly to
any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any
consideration which constitutes interest in excess of the Highest Lawful Rate, then any such
excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be
applied to the outstanding amount of the Loans made hereunder or be refunded to Company.



     10.20 Counterparts. This Agreement 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.



120









 





     10.21 Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and
words of like import in any Assignment Agreement shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.



     10.22 USA PATRIOT Act. Each Lender hereby notifies Company that pursuant to the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“Patriot Act”), it is required to obtain, verify and record information that identifies Company,
which information includes the name and address of Company and other information that will allow
such Lender to identify Company in accordance with the Patriot Act.



[Remainder of page intentionally left blank]




121












 





     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/ Robert L. Antin
 	 
	 	 	Name:  	Robert L. Antin 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	 	 
	 	By:  	     /s/ Tomas W. Fuller
 	 
	 	 	Name:  	Tomas W. Fuller 	 
	 	 	Title:  	Chief Financial Officer and Assistant
Secretary 	 
	 
	HOLDINGS:	 VCA ANTECH, INC.

 	 
	 	By:  	/s/ Robert L. Antin
 	 
	 	 	Name:  	Robert L. Antin 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	 	 
	 	By:  	     /s/ Tomas W. Fuller
 	 
	 	 	Name:  	Tomas W. Fuller 	 
	 	 	Title:  	Chief Financial Officer and Assistant
Secretary 	 



S-1









 






	 	 	 	 	 



GUARANTORS:




AAH MERGER CORPORATION

AHC OF SOUTHERN SARATOGA COUNTY, INC.

ALBANY VETERINARY CLINIC, INC.

ANIMAL CENTER, INC.

ANIMAL CLINIC OF SANTA CRUZ, INC.

APEX VETERINARY HOSPITAL, INC.

ARROYO PETCARE CENTER, INC.

ASSOCIATES IN PET CARE, INC.

BERWYN VETERINARIAN HOSPITAL, INC.

BROWN ANIMAL HOSPITAL, INC.

CACOOSING ANIMAL HOSPITAL, LTD.

CAT CLINIC OF TULSA, INC.

CLARMAR ANIMAL HOSPITAL, INC.

CORNERSTONE VETERINARY HOSPITAL, INC.

C.V.T., INC.

DETWILER VETERINARY CLINIC, INC.

DIAGNOSTIC VETERINARY SERVICE, INC.

EAGLE PARK ANIMAL CLINIC, INC.

EAGLE RIVER VETERINARY HOSPITAL, INC.

EAST MILL PLAIN ANIMAL HOSPITAL, INC.

EDGEBROOK, INC.

FLORIDA VETERINARY LABORATORIES, INC.

FOX CHAPEL ANIMAL HOSPITAL, INC.

FREEHOLD, INC.

GLEN ANIMAL HOSPITAL, INC.

GOLDEN MERGER CORPORATION

H.B. ANIMAL CLINICS, INC.

HIGHLANDS ANIMAL HOSPITAL, INC.

INDIANA VETERINARY DIAGNOSTIC LAB, INC.

KIRKWOOD ANIMAL HOSPITAL, INC.

KIRKWOOD ANIMAL HOSPITAL BOARDING & GROOMING, INC.

LAFAYETTE VETERINARY HOSPITAL, INC.

LAKE JACKSON VETERINARY CLINIC, INC.

LAKEWOOD ANIMAL HOSPITAL, INC.

LAMMERS VETERINARY HOSPITAL, INC.

LEWELLING VETERINARY CLINIC, INC.

MAIN STREET SMALL ANIMAL HOSPITAL

MILLER ANIMAL HOSPITAL

M.S. ANIMAL HOSPITALS, INC.








S-2









 







NATIONAL PETCARE CENTERS, INC.

NEWARK ANIMAL HOSPITAL, INC.

NORTH COAST VETERINARY MEDICAL GROUP

NORTH ROCKVILLE VETERINARY HOSPITAL, INC.

NORTHERN ANIMAL HOSPITAL INC.

NORTHSIDE ANIMAL HOSPITAL, INC.

NOYES ANIMAL HOSPITAL, INC.

NPC OPERATIONS, INC.

OCEAN BEACH VETERINARY HOSPITAL, INC.

OLD RIVER VETERINARY HOSPITAL, INC.

OLD TOWN VETERINARY HOSPITAL, INC.

PET CARE HOSPITAL, INC.

PETS’ RX, INC.

PETS’ RX NEVADA, INC.

PPI OF PENNSYLVANIA, INC.

PRESTON PARK ANIMAL HOSPITAL, INC.

PRINCETON ANIMAL HOSPITAL, INC.

PROFESSIONAL VETERINARY SERVICES, INC.

RALEIGH HILLS VETERINARY CLINIC, INC.

RIVIERA ANIMAL HOSPITAL, INC.

ROSSMOOR — EL DORADO ANIMAL HOSPITAL, INC.

SILVER SPUR ANIMAL HOSPITAL, INC.

SOUND TECHNOLOGIES, INC.

SOUTH COUNTY VETERINARY CLINIC, INC.

SOUTHEAST AREA VETERINARY MEDICAL CENTER, INC.

SPANISH RIVER ANIMAL HOSPITAL, INC.

SUNDOWN ANIMAL CLINIC LTD.

TAMPA ANIMAL MEDICAL CENTER, INC.

TANGLEWOOD PET HOSPITAL, INC.

TEMPE VETS, INC.

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.

TOTAL CARE ANIMAL HOSPITAL, INC.

UNIVERSITY PET CLINIC INC.

VCA — ASHER, INC.

VCA ALABAMA, INC.

VCA ALBANY ANIMAL HOSPITAL, INC.

VCA ALBUQUERQUE, INC.

VCA ALL PETS ANIMAL COMPLEX, INC.

VCA ALPINE ANIMAL HOSPITAL, INC.

VCA ANDERSON ANIMAL HOSPITAL, INC.




S-3









 







VCA ANDERSON OF CALIFORNIA ANIMAL HOSPITAL, INC.

VCA ANIMAL HOSPITALS, INC.

VCA APAC ANIMAL HOSPITAL, INC.

VCA CACOOSING ANIMAL HOSPITAL, INC.

VCA CASTLE SHANNON 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 DETWILER ANIMAL HOSPITAL, INC.

VCA DOVER ANIMAL HOSPITAL, INC.

VCA EAGLE RIVER ANIMAL HOSPITAL, INC.

VCA EAST ANCHORAGE ANIMAL HOSPITAL, INC.

VCA EMERGENCY PET CLINIC, INC.

VCA GREATER SAVANNAH ANIMAL HOSPITAL, INC.

VCA HOWELL BRANCH ANIMAL HOSPITAL, INC.

VCA KANEOHE ANIMAL HOSPITAL, INC.

VCA LAKESIDE ANIMAL HOSPITAL, INC.

VCA LAMB & STEWART ANIMAL HOSPITAL, INC.

VCA LAMMERS ANIMAL HOSPITAL, INC.

VCA LEWIS ANIMAL HOSPITAL, INC.

VCA MARINA ANIMAL HOSPITAL, INC.

VCA MILLER-ROBERTSON #152

VCA MISSION, INC.

VCA MISSOURI, INC.

VCA NORTHBORO ANIMAL HOSPITAL, INC.

VCA NORTHWEST VETERINARY DIAGNOSTICS, INC.

VCA OF NEW YORK, INC.

VCA OF SAN JOSE, INC.

VCA OF TERESITA, INC.

VCA PROFESSIONAL ANIMAL LABORATORY, INC.

VCA REAL PROPERTY ACQUISITION CORPORATION

VCA REFERRAL ASSOCIATES ANIMAL HOSPITAL, INC.

VCA ROHRIG 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.




S-4









 








	 	 	 	 	 
	 	VCA TEXAS MANAGEMENT, INC.

VCA WORTH ANIMAL HOSPITAL, INC.

VCA WYOMING ANIMAL HOSPITAL, INC.

VETERINARY HOSPITALS, INC.

WEST SHORE VETERINARY HOSPITAL, INC.

WEST LOS ANGELES VETERINARY MEDICAL GROUP, INC.

WILLIAM C. FOUTS, LTD.

WINGATE, INC.

WOODLAND ANIMAL MEDICAL CENTER, INC.

 	 
	 	By:  	/s/ Tomas W. Fuller 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VETERINARY CENTERS OF AMERICA — TEXAS, L.P.

By: VCA Centers-Texas, Inc., General Partner

 	 
	 	By:  	/s/ Robert L. Antin
 	 
	 	 	Name:  	Robert L. Antin 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	 	 
	 	By:  	     /s/ Tomas W. Fuller
 	 
	 	 	Name:  	Tomas W. Fuller 	 
	 	 	Title:  	Chief Financial Officer and Assistant Secretary 	 



S-5









 






	 	 	 	 	 



	 	 	 	 	 
	JOINT LEAD ARRANGER,

JOINT BOOKRUNNER,

ADMINISTRATIVE AGENT,

SWING LINE LENDER, ISSUING

BANK AND A LENDER:	



WELLS FARGO BANK, N.A.,

 	 
	 	By:  	/s/ S. Michael St. Geme
 	 
	 	 	Name:  	S. Michael St. Geme 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	JOINT LEAD ARRANGER, JOINT

BOOKRUNNER, SOLE SYNDICATION

AGENT AND A LENDER:	




GOLDMAN SACHS CREDIT PARTNERS L.P.

 	 
	 	By:  	/s/ W. W. Archer
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	NATIONAL CITY BANK



as a Lender

 	 
	 	By:  	/s/ Kenneth M. Blackwell
 	 
	 	 	Name:  	Kenneth M. Blackwell 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Lender

Union Bank of California, N.A.



as a Lender

 	 
	 	By: 	/s/ Gail I. Boyle
 	 
	 	 	Name:  	Gail I. Boyle 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Lender

Bank of America, N.A.



as a Lender

 	 
	 	By:  	/s/ T. Ebrahim
 	 
	 	 	Name:  	T. Ebrahim 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	United Overseas Bank Limited,

New York Agency

as a Lender

 	 
	 	By: 	/s/ Kwong Yew Wong
 	 	 
	 	 	Name:  	Kwong Yew Wong 	 
	 	 	Title:   	FVP & General Manager 	 
	 
	 	 	 
	 	By: 	/s/ Philip Cheong
 	 
	 	 	Name:  	Philip Cheong 	 
	 	 	Title : VP & Deputy General Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Lender



THE BANK OF NEW YORK



as a Lender

 	 
	 	By:  	/s/ Robert Besser
 	 
	 	 	Name:  	Robert Besser 	 
	 	 	Title:  	Vice President 	 



 









 







	 	 	 	 	 
	 	Firstrust Bank



as a Lender

 	 
	 	By:  	/s/ Richard E. Meyers
 	 
	 	 	Name:  	Richard E. Meyers 	 
	 	 	Title:  	Executive Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Name of Lender

Commerzbank AG, New York and Grand

Cayman Branches



as a Lender

 	 
	 	By:  	/s/ Werner Sehmidbauer
 	 
	 	 	Name:  	Werner Sehmidbauer 	 
	 	 	Title:  	SVP 	 
	 
	 	 	 
	 	By:  	/s/ Karla Wirth
 	 
	 	 	Name:  	Karla Wirth 	 
	 	 	Title:  	AVP 	 
	 




 











 





APPENDIX A-1

TO CREDIT AND GUARANTY AGREEMENT




Term Loan Commitments



	 	 	 	 	 
	Lender	 	Term Loan Commitments
	Goldman Sachs Credit Partners L.P.
	 	$	334,000,000	 
	Wells Fargo Bank, N.A.
	 	$	75,000,000	 
	Commerzbank AG, New York and Grand Cayman
Branches
	 	$	28,000,000	 
	Union Bank of California, NA.
	 	$	10,000,000	 
	The Bank of New York
	 	$	7,000,000	 
	National City Bank
	 	$	20,000,000	 
	Firstrust Bank
	 	$	1,000,000	 
	Total
	 	$	475,000,000	 






APPENDIX A-2-1






 









 








APPENDIX A-2

TO CREDIT AND GUARANTY AGREEMENT




Revolving Loan Commitments



	 	 	 	 	 
	Lender	 	Term Loan Commitments
	Wells Fargo Bank, N.A.
	 	$	18,000,000	 
	Commerzbank AG, New York and Grand Cayman
Branches
	 	$	2,000,000	 
	Bank of America, NA.
	 	$	15,000,000	 
	Union Bank of California, NA.
	 	$	17,000,000	 
	The Bank of New York
	 	$	10,000,000	 
	Firstrust Bank
	 	$	3,000,000	 
	United Overseas Bank Limited, New
York Agency
	 	$	10,000,000	 
	Total
	 	$	75,000,000	 






APPENDIX A-2-1








 









 








APPENDIX
B

TO CREDIT AND GUARANTY AGREEMENT




Notice Addresses




VICAR OPERATING, INC.

12401 West Olympic Boulevard

Los Angeles, California 90064-1022

Attention: Tomas Fuller

Telecopier: (310) 571-6700




VCA ANTECH, INC.

12401 West Olympic Boulevard

Los Angeles, California 90064-1022

Attention: Tomas Fuller

Telecopier: (310) 571-6700




SUBSIDIARY GUARANTORS

c/o VCA Antech, Inc.

12401 West Olympic Boulevard

Los Angeles, California 90064-1022

Attention: Tomas Fuller

Telecopier: (310) 571-6700




GOLDMAN SACHS CREDIT PARTNERS L.P.,




as Joint Lead Arranger, Joint Bookrunner, Sole Syndication Agent and a Lender




Goldman Sachs Credit Partners L.P.

85 Broad Street

New York, New York 10004

Attention: Stephen King

Telecopier: (212) 357-0932




APPENDIX B-l











 









 








with a copy to:




Goldman Sachs Credit Partners L.P. (for Assignment Agreements only)

85 Broad Street

New York, New York 10004

Attention: Sandra Stulberger

Telecopier: (212) 357-4597




Goldman Sachs Credit Partners L.P. (for Loan Activity)

85 Broad Street

New York, New York 10004

Attention: Philip F. Green

Telecopier: (212) 357-4597




Goldman Sachs Credit Partners L.P. (for Financials, Amendments, Credit Documents & Voting)

85 Broad Street

New York, New York 10004

Attention: Pedro Ramirez

Telecopier: (212) 357-4597




WELLS FARGO BANK, NA.

as Joint Lead Arranger, Joint Bookrunner,

Administrative Agent, Swing Line Lender and a Lender




Administrative Agent’s Principal Office:




333 South
Grand Avenue, 9th Floor

Los Angeles, California 90071

Attention: S. Michael St. Geme

Telecopier: (213) 628-9694




Swing Line Lender’s Principal Office:




333 South Grand Avenue, 9th Floor

Los Angeles, California 90071

Attention: S. Michael St. Geme

Telecopier: (213) 628-9694




APPENDIX B-2





 











 





SCHEDULE 1.1

EXCLUDED LEASEHOLD MATERIAL REAL ESTATE ASSETS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Organization	 	Hospital Name	 	Address	 	City	 	State	 	Zip Code	 	County	 	Leased/ Owned
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VCA Antech, Inc.

	 	Corporation
	 	Corp Office
	 	12401 West Olympic Blvd.
	 	Los Angeles
	 	CA
	 	90064
	 	Los Angeles
	 	Leased
	VCA Cenvet, Inc.

	 	Corporation
	 	Antech New York	 	1111 Marcus Blvd.,
Suite M28
	 	Lake Success
	 	NY
	 	11042	 	Nassau
	 	Leased






Page 1 of 1









 






VCA Antech Inc.

Schedule 1.2: Permitted Partially Owned Subsidiaries

As of April 1, 2005




	 	 	 	 	 	 	 	 	 
	AU#	 	Legal Name	 	General Partner	 	GP %
	 
	 
	 	 	 	 	 	 	 	 
	159

	 	All Pet Complex
	 	VCA All Pets Animal Complex, Inc.
	 	 	75	%
	212

	 	Spring Mountain Animal Hospital LLC
	 	Pet’s RX, Inc.
	 	 	80	%
	140

	 	VCA Albany Animal Hospital
	 	VCA Albany Veterinary Hospital, Inc
	 	 	70	%
	506

	 	VCA All Care Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	55	%
	345

	 	VCA Animal Hospitals — Texas, L.P.
	 	VCA Centers-Texas, Inc.
	 	 	1	%
	 

	 	 	 	VCA Animal Hospitals, Inc.
	 	 	74	%
	591

	 	VCA Animal Medical Center, LP
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	126

	 	VCA Asher Animal Hospital, LP
	 	VCA Asher Inc.
	 	 	80	%
	433

	 	VCA Associates Animal Hospital LP
	 	Associates in Pet Care, S.C
	 	 	75	%
	406

	 	VCA Becker Animal Hospital, L.P.
	 	VCA Alabama, Inc.
	 	 	80	%
	213

	 	VCA Black Mountain Animal Hospital, L.P.
	 	Pet’s RX, Inc.
	 	 	75	%
	586

	 	VCA Chancellor Animal Hospital, LP
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	137

	 	VCA Companion Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	414

	 	VCA Dover Animal Hospital, LP
	 	VCA Dover Animal Hospital, Inc.
	 	 	80	%
	489

	 	VCA Durant Road Animal Hospital, L.P
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	316

	 	VCA Edgebrook Animal Hospital, LP
	 	Edgebrook, Inc.
	 	 	80	%
	452

	 	VCA El Mirage Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	75	%
	437

	 	VCA Heritage Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	398

	 	VCA MacArthur Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	410

	 	VCA New London Vet. Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	80	%
	411

	 	VCA Oneida Animal Hospital L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	86	%
	454

	 	VCA Preston Park Animal Hospital, L.P.
	 	VCA Centers-Texas, Inc.
	 	 	1	%
	 

	 	 	 	Preston Park Animal Hospital, Inc.
	 	 	74	%
	418

	 	VCA Rome Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc
	 	 	80	%
	149

	 	VCA South County Animal Hospital, LLC
	 	South County Veterinary Clinic Inc.
	 	 	70	%
	439

	 	VCA Toms River Veterinary Hospital, L.P.
	 	Toms River Veterinary Hospital, P.A.
	 	 	80	%
	396

	 	VCA Triangle Tower Animal Hospital, L.P.
	 	VCA Animal Hospitals, Inc.
	 	 	90	%






 









 






Schedule 3.1(g) 




Closing Date Mortgage Properties



	 	 	 	 	 
	Street Address	 	City	 	State
	1347 East 74th Avenue

	 	Anchorage
	 	Alaska
	 
	 	 	 	 
	2505 Hilltop Dr.

	 	Redding
	 	California
	 
	 	 	 	 
	4501 Shattuck Avenue

	 	Oakland
	 	California
	 
	 	 	 	 
	2506 Lincoln Blvd.

	 	Venice
	 	California
	 
	 	 	 	 
	2317 Hotel Circle South

	 	San Diego
	 	California
	 
	 	 	 	 
	380 Broadway

	 	El Cajon
	 	California
	 
	 	 	 	 
	9801 East Iliff Avenue

	 	Denver
	 	Colorado
	 
	 	 	 	 
	9464 E. Caley Ave

	 	Englewood
	 	Colorado
	 
	 	 	 	 
	1360 Marrows Rd.

	 	Newark
	 	Delaware
	 
	 	 	 	 
	2600 West Galena Blvd.

	 	Aurora
	 	Illinois
	 
	 	 	 	 
	9790 Lantern Road

	 	Fishers
	 	Indiana
	 
	 	 	 	 
	4030 West 86th St.

	 	Indianapolis
	 	Indiana
	 
	 	 	 	 
	4011 Airline Drive

	 	Metairie
	 	Louisiana
	 
	 	 	 	 
	595 Columbian Street

	 	South Weymouth
	 	Massachusetts
	 
	 	 	 	 
	10311 Old Ocean City Boulevard

	 	Berlin
	 	Maryland
	 
	 	 	 	 
	1390 East Gude Drive

	 	Rockville
	 	Maryland
	 
	 	 	 	 
	3700 Route 9 South

	 	Freehold
	 	New Jersey
	 
	 	 	 	 
	650 Route 33 East

	 	East Windsor
	 	New Jersey
	 
	 	 	 	 
	9901 Montgomery Blvd.

	 	Albuquerque
	 	New Mexico
	 
	 	 	 	 
	5590 W. Spring Mountain Road

	 	Las Vegas
	 	Nevada
	 
	 	 	 	 
	25011 Lee Highway

	 	Abingdon
	 	Virginia







 












 





SCHEDULE 4.1




LIST OF GUARANTORS UNDER THE CREDIT AGREEMENT



	 	 	 	 	 	 	 
	 	 	TYPE OF	 	JURISDICTION	 	ORGANIZA-
	 	 	ORGANI-	 	OF	 	TIONAL ID
	NAME OF SUBSIDIARY/GRANTOR	 	ZATION	 	ORGANIZATION	 	NUMBERS
	VCA Antech, Inc.

	 	Corporation
	 	Delaware
	 	2125345
	Vicar Operating, Inc.

	 	Corporation
	 	Delaware
	 	3203348
	AAH Merger Corporation

	 	Corporation
	 	Delaware
	 	2985443
	AHC of Southern Saratoga County, Inc.

	 	Corporation
	 	New York
	 	N/A
	Albany Veterinary Clinic

	 	Corporation
	 	California
	 	C0602028
	Animal Center, Inc.

	 	Corporation
	 	California
	 	C1535050
	Animal Clinic of Santa Cruz, Inc.

	 	Corporation
	 	California
	 	C0825081
	Apex Veterinary Hospital, Inc.

	 	Corporation
	 	North Carolina
	 	0000099
	Arroyo PetCare Center, Inc.

	 	Corporation
	 	California
	 	C2117430
	Associates in Pet Care, Inc.

	 	Corporation
	 	Wisconsin
	 	5F09971
	Berwyn Veterinarian Hospital, Inc.

	 	Corporation
	 	Illinois
	 	49729944
	Brown Animal Hospital, Inc.

	 	Corporation
	 	Vermont
	 	N/A
	Cacoosing Animal Hospital, Ltd.

	 	Corporation
	 	Pennsylvania
	 	52488
	Cat Clinic of Tulsa, Inc.

	 	Corporation
	 	Oklahoma
	 	N/A
	Clarmar Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C0991566
	Cornerstone Veterinary Hospital, Inc.

	 	Corporation
	 	North Carolina
	 	0587571
	C.V.T., Inc.

	 	Corporation
	 	California
	 	C1311735
	Detwiler Veterinary Clinic, Inc.

	 	Corporation
	 	Pennsylvania
	 	762037
	Diagnostic Veterinary Service, Inc.

	 	Corporation
	 	California
	 	C1240642
	Eagle Park Animal Clinic, Inc.

	 	Corporation
	 	Indiana
	 	1990110543
	Eagle River Veterinary Hospital, Inc.

	 	Corporation
	 	Alaska
	 	71093 D
	East Mill Plain Animal Hospital, Inc.

	 	Corporation
	 	Washington
	 	601-964-726
	Edgebrook, Inc.

	 	Corporation
	 	New Jersey
	 	3613650000






 









 






	 	 	 	 	 	 	 
	 	 	TYPE OF	 	JURISDICTION	 	ORGANIZA-
	 	 	ORGANI-	 	OF	 	TIONAL ID
	NAME OF SUBSIDIARY/GRANTOR	 	ZATION	 	ORGANIZATION	 	NUMBERS
	Florida Veterinary Laboratories, Inc.

	 	Corporation
	 	Florida
	 	615613
	Fox Chapel Animal Hospital, Inc.

	 	Corporation
	 	Pennsylvania
	 	349977
	Freehold, Inc.

	 	Corporation
	 	New Jersey
	 	0000001118
	Glen Animal Hospital Inc.

	 	Corporation
	 	New York
	 	N/A
	Golden Merger Corporation

	 	Corporation
	 	Delaware
	 	2603403
	H.B. Animal Clinics, Inc.

	 	Corporation
	 	California
	 	C0635305
	Highlands Animal Hospital, Inc.

	 	Corporation
	 	Virginia
	 	0444921-1
	Indiana Veterinary Diagnostic Lab, Inc.

	 	Corporation
	 	Indiana
	 	1992070350
	Kirkwood Animal Hospital, Inc.

	 	Corporation
	 	Delaware
	 	0889659
	Kirkwood Animal Hospital Boarding &
Grooming, Inc.

	 	Corporation
	 	Delaware
	 	2334416
	Lafayette Veterinary Hospital, Inc.

	 	Corporation
	 	Indiana
	 	1989020467
	Lake Jackson Veterinary Clinic, Inc.

	 	Corporation
	 	Texas
	 	90214602
	Lakewood Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1391933
	Lammers Veterinary Hospital, Inc.

	 	Corporation
	 	California
	 	C0716851
	Lewelling Veterinary Clinic, Inc.

	 	Corporation
	 	California
	 	C0727864
	Main Street Small Animal Hospital

	 	Corporation
	 	California
	 	C0530269
	Miller Animal Hospital

	 	Corporation
	 	California
	 	C0616539
	M.S. Animal Hospitals, Inc.

	 	Corporation
	 	California
	 	C0535403
	National PetCare Centers, Inc.

	 	Corporation
	 	Delaware
	 	2623768
	Newark Animal Hospital, Inc.

	 	Corporation
	 	Delaware
	 	0783863
	North Coast Veterinary Medical Group

	 	Corporation
	 	California
	 	C2003195
	North Rockville Veterinary Hospital, Inc.

	 	Corporation
	 	Maryland
	 	D00701284
	Northern Animal Hospital, Inc.

	 	Corporation
	 	Arizona
	 	00921781






 









 






	 	 	 	 	 	 	 
	 	 	TYPE OF	 	JURISDICTION	 	ORGANIZA-
	 	 	ORGANI-	 	OF	 	TIONAL ID
	NAME OF SUBSIDIARY/GRANTOR	 	ZATION	 	ORGANIZATION	 	NUMBERS
	Northside Animal Hospital, Inc.

	 	Corporation
	 	Connecticut
	 	0034050
	Noyes Animal Hospital, Inc.

	 	Corporation
	 	Illinois
	 	48802494
	NPC Operations, Inc.

	 	Corporation
	 	Delaware
	 	2933143
	Ocean Beach Veterinary Hospital, Inc.

	 	Corporation
	 	Washington
	 	600-601-868
	Old River Veterinary Hospital, Inc.

	 	Corporation
	 	California
	 	C1271908
	Old Town Veterinary Hospital, Inc.

	 	Corporation
	 	Virginia
	 	0228019-6
	Pet Care Hospital, Inc.

	 	Corporation
	 	Texas
	 	150778100
	Pets’ Rx, Inc.

	 	Corporation
	 	Delaware
	 	2264199
	Pets’ RX Nevada, Inc.

	 	Corporation
	 	Nevada
	 	C9765-1993
	PPI of Pennsylvania, Inc.

	 	Corporation
	 	Delaware
	 	2544607
	Preston Park Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C2683426
	Princeton Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C0638026
	Professional Veterinary Services, Inc.

	 	Corporation
	 	Indiana
	 	198612-203
	Raleigh Hills Veterinary Clinic, Inc.

	 	Corporation
	 	Oregon
	 	087667-19
	Riviera Animal Hospital, Inc.

	 	Corporation
	 	Florida
	 	615845
	Rossmoor — El Dorado Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C0579119
	Silver Spur Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1855966
	Sound Technologies, Inc.

	 	Corporation
	 	Delaware
	 	3188358
	South County Veterinary Clinic, Inc.

	 	Corporation
	 	California
	 	C0632872
	Southeast Area Veterinary Medical Center, Inc.

	 	Corporation
	 	Colorado
	 	19871293896
	Spanish River Animal Hospital, Inc.

	 	Corporation
	 	Florida
	 	693619
	Sundown Animal Clinic Ltd.

	 	Corporation
	 	Arizona
	 	01670687
	Tampa Animal Medical Center, Inc.

	 	Corporation
	 	Florida
	 	567544






 









 






	 	 	 	 	 	 	 
	 	 	TYPE OF	 	JURISDICTION	 	ORGANIZA-
	 	 	ORGANI-	 	OF	 	TIONAL ID
	NAME OF SUBSIDIARY/ GRANTOR	 	ZATION	 	ORGANIZATION	 	NUMBERS
	Tanglewood Pet Hospital, Inc.

	 	Corporation
	 	Texas
	 	0800068549
	Tempe Vets, Inc.

	 	Corporation
	 	Arizona
	 	09373528
	The Pet Practice (Florida), Inc.

	 	Corporation
	 	Delaware
	 	2440520
	The Pet Practice (Illinois), Inc.

	 	Corporation
	 	Delaware
	 	2441645
	The Pet Practice (Massachusetts), Inc.

	 	Corporation
	 	Massachusetts
	 	N/A
	The Pet Practice of Michigan, Inc.

	 	Corporation
	 	Delaware
	 	2188481
	Toms River Veterinary Hospital, P.A.

	 	Corporation
	 	New Jersey
	 	0000003384
	Total Care Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C2130888
	University Pet Clinic Inc.

	 	Corporation
	 	Hawaii
	 	205644
	VCA — Asher, Inc.

	 	Corporation
	 	California
	 	C1699787
	VCA Alabama, Inc.

	 	Corporation
	 	Alabama
	 	N/A
	VCA Albany Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1708192
	VCA Albuquerque, Inc.

	 	Corporation
	 	California
	 	C1708187
	VCA All Pets Animal Complex, Inc.

	 	Corporation
	 	California
	 	C1941345
	VCA Alpine Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1931752
	VCA Anderson Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C2470030
	VCA Anderson of California Animal Hospital,
Inc.

	 	Corporation
	 	California
	 	C1890663
	VCA Animal Hospitals, Inc.

	 	Corporation
	 	California
	 	C1965050
	VCA APAC Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1942924
	VCA Cacoosing Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1867190
	VCA Castle Shannon Veterinary Hospital, Inc.

	 	Corporation
	 	California
	 	C1942503
	VCA Centers-Texas, Inc.

	 	Corporation
	 	Texas
	 	0141948300
	VCA Cenvet, Inc.

	 	Corporation
	 	California
	 	C1891461






 









 






	 	 	 	 	 	 	 
	 	 	TYPE OF	 	JURISDICTION	 	ORGANIZA
	 	 	ORGANI	 	OF	 	TIONAL ID
	NAME OF SUBSIDIARY/ GRANTOR	 	ZATION	 	ORGANIZATION	 	NUMBERS
	VCA Clarmar Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1952814
	VCA Clinical Veterinary Labs, Inc.

	 	Corporation
	 	California
	 	C1410282
	VCA Clinipath Labs, Inc.

	 	Corporation
	 	California
	 	C1764088
	VCA Closter, Inc.

	 	Corporation
	 	New Jersey
	 	0000000629
	VCA Detwiler Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1877180
	VCA Dover Animal Hospital, Inc.

	 	Corporation
	 	Delaware
	 	0801742
	VCA Eagle River Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1940516
	VCA East Anchorage Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1947693
	VCA Emergency Pet Clinic, Inc.

	 	Corporation
	 	California
	 	C1452057
	VCA Greater Savannah Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1947428
	VCA Howell Branch Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1867293
	VCA Kaneohe Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1947452
	VCA Lakeside Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1890664
	VCA Lamb and Stewart Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1787918
	VCA Lammers Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1952450
	VCA Lewis Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1874999
	VCA Marina Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1940518
	VCA Miller-Robertson #152

	 	Corporation
	 	California
	 	C1940475
	VCA Mission, Inc.

	 	Corporation
	 	California
	 	C1704025
	VCA Missouri, Inc.

	 	Corporation
	 	Missouri
	 	00544467
	VCA Northboro Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1957956
	VCA Northwest Veterinary Diagnostics, Inc.

	 	Corporation
	 	California
	 	C1944092






 









 






	 	 	 	 	 	 	 
	 	 	TYPE OF	 	JURISDICTION	 	ORGANIZA
	 	 	ORGANI	 	OF	 	TIONAL ID
	NAME OF SUBSIDIARY/ GRANTOR	 	ZATION	 	ORGANIZATION	 	NUMBERS
	VCA of New York, Inc.

	 	Corporation
	 	Delaware
	 	2782761
	VC A of San Jose, Inc.

	 	Corporation
	 	California
	 	C1453574
	VCA
of Teresita, Inc.

	 	Corporation
	 	California
	 	C1699536
	VCA Professional Animal Laboratory, Inc.

	 	Corporation
	 	California
	 	C1880335
	VCA Real Property Acquisition Corporation

	 	Corporation
	 	California
	 	C1453424
	VCA Referral Associates Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1949557
	VCA Rohrig Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1798066
	VCA — Rossmoor, Inc.

	 	Corporation
	 	California
	 	C1701402
	VCA Silver Spur Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1926863
	VCA South Shore Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1931751
	VCA Squire Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1791424
	VCA St. Petersburg Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1952815
	VCA Texas Management, Inc.

	 	Corporation
	 	California
	 	C1992676
	VCA Worth Animal Hospital, Inc.

	 	Corporation
	 	Illinois
	 	49594186
	VCA Wyoming Animal Hospital, Inc.

	 	Corporation
	 	California
	 	C1715369
	Veterinary Centers of America — Texas, L.P.

	 	Limited Partnership
	 	Texas
	 	9269810
	Veterinary Hospitals, Inc.

	 	Corporation
	 	California
	 	C0743191
	West Shore Veterinary Hospital, Inc.

	 	Corporation
	 	Pennsylvania
	 	846860
	West Los Angeles Veterinary Medical Group, Inc.

	 	Corporation
	 	California
	 	C0709486
	William C. Fouts, Ltd.

	 	Corporation
	 	Nevada
	 	C4316-1981
	Wingate, Inc.

	 	Corporation
	 	Colorado
	 	19871486866
	Woodland Animal Medical Center, Inc.

	 	Corporation
	 	Oklahoma
	 	N/A







 











 





SCHEDULE 4.2




CAPITAL STOCK AND OWNERSHIP




	1.	 	See Attachment 1 to this Schedule 4.2 for an organizational chart describing the ownership
interest of Holdings and each of its Subsidiaries.
	 
	2.	 	See Attachment 2 to this Schedule 4.2 for a list of equity interests of Holdings and each of
its Subsidiaries.
	 
	3.	 	See Attachment 3 to this Schedule 4.2 for a spreadsheet describing the options to purchase
common stock of Holdings held by management and employees of Holdings and its Subsidiaries.
	 
	4.	 	Holdings and/or its Subsidiaries has the right in certain circumstances to purchase the
Capital Stock held, directly or indirectly, by licensed veterinarians in the Permitted
Partially-Owned Subsidiaries identified on Schedule 1.2.
	 
	5.	 	Holders of the Capital Stock in the following Permitted Partially-Owned Subsidiaries have the
contingent right in certain circumstances to purchase additional Capital Stock of such
Permitted Partially-Owned Subsidiary:






a.   Spring Mountain Animal Hospital, LLC

b.   VCA Albany Animal Hospital, LP

c.   VCA Oneida Animal Hospital, LP



 









 





Attachment 1




ORGANIZATIONAL CHART



OF



VCA ANTECH, INC.



AND ITS

WHOLLY-OWNED SUBSIDIARIES,

PERMITTED PARTIALLY-OWNED SUBSIDIARIES &

PC STRUCTURES.




 











 










 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 














 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 













 









 














 












 





ATTACHMENT 2




SCHEDULE A.1




EQUITY INTERESTS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	1. Vicar
Operating, Inc.

	 	 	 	AAH Merger

Corporation
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	2. VCA Albany
Animal Hospital, Inc.

	 	 	 	Albany

Veterinary

Clinic
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	3. VCA of New
York, Inc.

	 	 	 	AHC of Southern
Saratoga County,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	4. VCA All Pets
Animal Complex, Inc.

	 	 	 	All Pet Complex
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	5. VCA Animal
Hospitals, Inc.

	 	 	 	Animal Center, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	None

	6. VCA Animal
Hospitals, Inc.

	 	 	 	Animal Clinic of
Santa Cruz, Inc.
	 	 	118	 	 	 	118	 	 	100% Common Stock
	 	 	2	 	 	None

	7. VCA Animal
Hospitals, Inc.

	 	 	 	Apex Veterinary
Hospital, Inc.
	 	 	1044	 	 	 	1044	 	 	100% Common Stock
	 	 	1	 	 	$	1.00	 
	8. NPC
Operations, Inc.

	 	 	 	Arroyo PetCare
Center, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	9. VCA Asher, Inc.

	 	 	 	VCA Asher Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	10. VCA Animal
Hospitals, Inc.

	 	 	 	Associates in Pet
Care, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	11. VCA Animal
Hospitals, Inc.

	 	 	 	Berwyn Veterinarian
Hospital, Inc.
	 	 	1,000 1	 	 	 	,000	 	 	100% Common Stock
	 	 	 	 	 	$	5.00	 
	 

	 	 	 	 	 	 	500	 	 	 	500	 	 	100% Class A Common
Stock
	 	 	 	 	 	$	10.00	 
	12. VCA Animal
Hospitals, Inc.

	 	 	 	Brown Animal
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	1	 	 	$	1.00	 
	13. VCA Cacoosing
Animal Hospital,
Inc.

	 	 	 	Cacoosing Animal
Hospital, Ltd.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 






1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	14. NPC Operations, Inc.

	 	 	 	Cat Clinic of
Tulsa, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 
	15. VCA Clarmar Animal
Hospital, Inc.

	 	 	 	Clarmar Animal
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	5	 	 	$	1.00	 
	16. VCA Animal
Hospitals, Inc.

	 	 	 	Cornerstone
Veterinary
Hospital, Inc.
	 	 	300	 	 	 	300	 	 	100% Common Stock
	 	 	1	 	 	$	1.00	 
	17. VCA Animal
Hospitals, Inc.

	 	 	 	C.V.T., Inc.
	 	 	10,000	 	 	 	10,000	 	 	100% Common Stock
	 	 	4	 	 	$	1.00	 
	18. VCA Detwiler Animal
Hospital, Inc.

	 	 	 	Detwiler Veterinary
Clinic, Inc.
	 	 	150	 	 	 	150	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	19. Vicar Operating,
Inc.

	 	 	 	Diagnostic
Veterinary Service,
Inc.
	 	 	528	 	 	 	528	 	 	100% Common Stock
	 	 	5	 	 	None

	20. Golden Merger
Corporation

	 	 	 	Eagle Park Animal
Clinic, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	103	 	 	None

	21. VCA Eagle River
Animal Hospital, Inc.

	 	 	 	Eagle River
Veterinary
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	22. NPC Operations, Inc.

	 	 	 	East Mill Plain
Animal Hospital,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 
	23. Golden Merger
Corporation

	 	 	 	Edgebrook, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	7	 	 	None

	24. VCA Professional
Animal Laboratory, Inc.

	 	 	 	Florida Veterinary
Laboratories, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	5.00	 
	25. VCA Animal
Hospitals, Inc.

	 	 	 	Fox Chapel Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	26. VCA Animal
Hospitals, Inc.

	 	 	 	Freehold, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	7	 	 	None

	27. VCA of New York, Inc.

	 	 	 	Glen Animal
Hospital Inc.
	 	 	128	 	 	 	128	 	 	100% Common Stock
	 	 	11	 	 	None







2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	28. Vicar
Operating, Inc.

	 	 	 	Golden Merger

Corporation
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	29. Pets’ Rx, Inc.

	 	 	 	H. B. Animal
Clinics, Inc.
	 	 	4,465	 	 	 	4,468	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	30. VCA Animal
Hospitals, Inc.

	 	 	 	Highlands Animal
Hospital, Inc.
	 	 	30	 	 	 	30	 	 	100% Common Stock
	 	 	4	 	 	None

	31. VCA
Professional
Laboratory, Inc.

	 	 	 	Indiana Veterinary
Diagnostic Lab,
Inc.
	 	 	200	 	 	 	200	 	 	100% Common Stock
	 	 	4	 	 	None

	32. VCA Animal
Hospitals, Inc.

	 	 	 	Kirkwood Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	33. VCA Animal
Hospitals, Inc.

	 	 	 	Kirkwood Animal
Hospital Boarding &
Grooming, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	1.00	 
	34. VCA Animal
Hospitals, Inc.

	 	 	 	Lafayette
Veterinary
Hospital, Inc.
	 	 	99	 	 	 	99	 	 	100% Common Stock
	 	 	5	 	 	None

	35. Veterinary
Centers of
America-Texas, L.P.

	 	 	 	Lake Jackson
Veterinary Clinic,
Inc.
	 	 	217.75	 	 	 	217.75	 	 	100% Common Stock
	 	 	013	 	 	$	100.00	 
	36. VCA Animal
Hospitals, Inc.

	 	 	 	Lakewood Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	37. VCA Lammers
Animal Hospital
Inc.

	 	 	 	Lammers Veterinary
Hospital, Inc.
	 	 	1,750	 	 	 	1,750	 	 	100% Common Stock
	 	 	15	 	 	$	10.00	 
	38. VCA Animal
Hospitals, Inc.

	 	 	 	Lewelling
Veterinary Clinic,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	39. VCA Animal
Hospitals, Inc.

	 	 	 	M.S. Animal
Hospitals, Inc.
	 	 	50	 	 	 	50	 	 	100% Common Stock
	 	 	2	 	 	None

	40. VCA Animal
Hospitals, Inc.

	 	 	 	Main Street Small

Animal Hospital
	 	 	34	 	 	 	34	 	 	100% Common Stock
	 	 	9	 	 	$	100.00	 







3












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	41. VCA Miller
Animal Hospital, Inc.

	 	 	 	Miller Animal

Hospital
	 	 	700	 	 	 	700	 	 	100% Common Stock
	 	 	5	 	 	None

	42. Vicar Operating,
Inc.

	 	 	 	National PetCare
Centers, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	C-143	 	 	$	0.001	 
	43. Golden Merger
Corporation

	 	 	 	Newark Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	4	 	 	$	1.00	 
	44. VCA Animal
Hospitals, Inc.

	 	 	 	North Coast

Veterinary Medical

Group
	 	 	100,000	 	 	 	100,000	 	 	100% Common Stock
	 	 	3	 	 	$	0.01	 
	45. Vicar
Operating, Inc.

	 	 	 	North Rockville
Veterinary
Hospital, Inc.
	 	 	10,000	 	 	 	10,000	 	 	100% Common Stock
	 	 	7	 	 	None

	46. VCA Animal
Hospitals, Inc.

	 	 	 	Northern Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	47. Vicar
Operating, Inc.

	 	 	 	Northside Animal
Hospital, Inc.
	 	 	500	 	 	 	500	 	 	100% Common Stock
	 	 	3	 	 	None

	48. Golden Merger
Corporation

	 	 	 	Noyes Animal
Hospital, Inc.
	 	 	380	 	 	 	380	 	 	100% Common Stock
	 	 	4	 	 	$	10.00	 
	49. National
PetCare Centers,
Inc.

	 	 	 	NPC Operations, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	002	 	 	$	0.01	 
	50. VCA Animal
Hospitals, Inc.

	 	 	 	Ocean Beach
Veterinary
Hospital, Inc.
	 	 	50	 	 	 	50	 	 	100% Common Stock
	 	 	3	 	 	$	100.00	 
	51. VCA Animal
Hospitals, Inc.

	 	 	 	Old River
Veterinary
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	10% Common Stock
	 	 	2	 	 	None

	52. VCA Animal
Hospitals, Inc.

	 	 	 	Old Town Veterinary
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	53. NPC Operations,
Inc.

	 	 	 	Pet Care Hospital,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 
	54. Pets’ Rx, Inc.

	 	 	 	Pets’ RX Nevada,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	3	 	 	None

	55. Vicar
Operating, Inc.

	 	 	 	Pets’ Rx, Inc.
	 	 	6,323,294	 	 	 	6,323,294	 	 	100% Common Stock
	 	 	C80	 	 	$	0.01	 






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	56. Vicar Operating,
Inc.

	 	 	 	Pets’ Rx, Inc.
	 	 	915,464	 	 	 	915,464	 	 	100% Preferred Stock
	 	P	26	 	 	$	0.01	 
	57. Golden Merger
Corporation

	 	 	 	PPI of
Pennsylvania,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	58. VCA
Centers-Texas, Inc.

	 	 	 	Preston Park Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	59. Pets’ Rx, Inc.

	 	Rene

Accornero1
	 	Princeton Animal
Hospital, Inc.
	 	 	4,615	* 	 	 	4,615	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	60. Golden Merger
Corporation

	 	 	 	Professional
Veterinary
Services, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	1.00	 
	61. Arroyo PetCare
Center, Inc.

	 	 	 	Raleigh Hills
Veterinary Clinic,
Inc.
	 	 	52	 	 	 	52	 	 	100% Common Stock
	 	 	14	 	 	None

	62. Golden Merger
Corporation

	 	 	 	Riviera Animal
Hospital, Inc.
	 	 	500	 	 	 	500	 	 	100% Common Stock
	 	 	3	 	 	$	1.00	 
	63. VCA Rossmoor,
Inc.

	 	 	 	Rossmoor — El
Dorado Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	64. VCA Silver Spur
Animal Hospital, Inc.

	 	 	 	Silver Spur Animal
Hospital, Inc.
	 	 	30,000	 	 	 	30,000	 	 	100% Common Stock
	 	 	4	 	 	$	1.20	 
	65. Vicar Operating,
Inc.

	 	 	 	Sound
Technologies,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	133	 	 	$	0.001	 
	66. VCA Animal
Hospitals, Inc.

	 	Kenneth and Gab
Levine2
	 	South County
Veterinary Clinic,
Inc.
	 	 	800	* 	 	 	800	 	 	100% Common Stock
	 	 	3	 	 	$	10.00	 
	67. VCA Animal
Hospitals, Inc.

	 	 	 	Southeast Area
Veterinary Medical
Center, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None









 




			
	1 	 	 These shares are pledged pursuant to a note which contains early
prepayment restrictions. Therefore the balance of the note will not be paid.
	 
	2	 	These shares are pledged pursuant to a note which contains early
prepayment restrictions. Therefore the balance of the note will not
be paid.




5









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	68. VCA Animal
Hospitals, Inc.

	 	 	 	Spanish River
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	1.00	 
	69. Pets’ Rx, Inc.

	 	 	 	Spring Mountain

Animal Hospital,

LLC
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	70. VCA Animal
Hospitals, Inc.

	 	 	 	Sundown Animal
Clinic Ltd.
	 	 	2,500	 	 	 	2,500	 	 	100% Common Stock
	 	 	2	 	 	None

	71. VCA Animal
Hospitals, Inc.

	 	 	 	Tampa Animal
Medical Center,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	5	 	 	$	1.00	 
	72. VCA Texas
Management, Inc.

	 	 	 	Tanglewood Pet
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	4	 	 	None

	73. VCA Animal
Hospitals, Inc.

	 	 	 	Tempe Vets, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	4	 	 	None

	74. Golden Merger
Corporation

	 	 	 	The Pet Practice
(Florida), Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	75. Golden Merger
Corporation

	 	 	 	The Pet Practice
(Illinois), Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	76. Golden Merger
Corporation

	 	 	 	The Pet Practice
(Massachusetts), Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	77. Golden Merger
Corporation

	 	 	 	The Pet Practice of
Michigan, Inc.
	 	 	2,850,000 25,000	 	 	 	 2,850,000 25,000	 	 	100%
2,850,000 Class A
Common Stock
25,000 Class B
Common Stock
	 	 	12 4	 	 	$	0.01 $1.00	 
	78. VCA Animal
Hospitals, Inc.

	 	 	 	Toms River
Veterinary
Hospital, P.A.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	36	 	 	None

	79. NPC
Operations, Inc.

	 	 	 	Total Care Animal
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 







6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	80. VCA Animal
Hospitals, Inc.

	 	 	 	University Pet
Clinic, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	81. Vicar
Operating, Inc.

	 	 	 	VCA — Asher, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	82. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Alabama, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	83. Albany
Veterinary Clinic,
Inc.

	 	 	 	VCA Albany Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	70% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	84. Vicar
Operating, Inc.

	 	 	 	VCA Albany Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	85. Vicar
Operating, Inc.

	 	 	 	VCA
Albuquerque,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	86. VCA Animal
Hospitals, Inc.

	 	 	 	VCA All Care Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	55% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	87. Vicar
Operating, Inc.

	 	 	 	VCA All Pets Animal
Complex, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	88. Vicar
Operating, Inc.

	 	 	 	VCA Alpine Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	0.001	 
	89. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Anderson Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	90. Vicar
Operating, Inc.

	 	 	 	VCA Anderson of
California Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	91. Vicar
Operating, Inc.

	 	 	 	VCA Animal
Hospitals, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	92. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Animal
Hospitals -Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	74% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	93. VCA
Centers-Texas, Inc.

	 	 	 	VCA Animal
Hospitals -Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	1% interest in

partnership
	 	 	N/A	 	 	 	N/A	 






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	94. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Animal

Medical Center, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	95. Vicar Operating,
Inc.

	 	 	 	VCA APAC
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	96. Associates In Pet
Care, S.C.

	 	 	 	VCA
Associates Animal
hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	97. VCA Alabama,
Inc.

	 	 	 	VCA Becker
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	98. Pets’ Rx, Inc.

	 	 	 	VCA Black Mountain
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	99. Vicar Operating,
Inc.

	 	 	 	VCA
Cacoosing Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	100. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Castle
Shannon Veterinary
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	101. Vicar Operating,
Inc.

	 	 	 	VCA Centers-
Texas, Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.01	 
	102. VCA Professional
Animal
Laboratory,
Inc.

	 	 	 	VCA Cenvet,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	103. VCA Animal
Hospitals, Inc.

	 	 	 	VCA

Chancellor Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	104. Vicar Operating,
Inc.

	 	 	 	VCA Clarmar
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	1.00	 
	105. Vicar Operating,
Inc.

	 	 	 	VCA Clinical
Veterinary Labs,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	106. Vicar Operating,
Inc.

	 	 	 	VCA Clinipath
Labs, Inc.
	 	 	10,000	 	 	 	10,000	 	 	100%

Common Stock
	 	 	3	 	 	None







8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	107. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Closter, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	5	 	 	None

	108. VCA Animal
Hospitals, Inc.

	 	 	 	VCA
Companion Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	109. Vicar
Operating, Inc.

	 	 	 	VCA Detwiler Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	110. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Dover Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	111. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Durant Road
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	112. Vicar Operating,
Inc.

	 	 	 	VCA Eagle River
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	113. VCA Animal
Hospitals, Inc.

	 	 	 	VCA East Anchorage
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	114. Edgebrook, Inc.

	 	 	 	VCA

Edgebrook Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	115. VCA Animal
Hospitals, Inc.

	 	 	 	VCA El Mirage
Animal hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	116. VCA Animal
Hospitals, Inc.

	 	 	 	VCA
Emergency Pet
Clinic, Inc.
	 	 	1000	 	 	 	1000	 	 	100% Common Stock
	 	 	1	 	 	None

	117. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Greater
Savannah Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	118. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Heritage Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	119. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Howell Branch
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 







9












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	120. Vicar
Operating, Inc.

	 	 
	 	VCA Kaneohe Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	121. Vicar
Operating, Inc.

	 	 	 	VCA Lakeside Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	122. Vicar
Operating, Inc.

	 	 	 	VCA Lamb and
Stewart Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	123. Vicar
Operating, Inc.

	 	 	 	VCA Lammers Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	124. Vicar
Operating, Inc.

	 	 	 	VCA Lewis Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	125. VCA Animal
Hospitals, Inc.

	 	 	 	VCA
MacArthur Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	126. Vicar
Operating, Inc.

	 	 	 	VCA Marina Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	127. Vicar
Operating, Inc.

	 	 	 	VCA

Miller-Robertson

#152
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	0.001	 
	128. Vicar
Operating, Inc.

	 	 	 	VCA Mission, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	129. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Missouri, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	1	 	 	$	0.001	 
	130. VCA Animal
Hospitals, Inc.

	 	 	 	VCA New London
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	131. Vicar
Operating, Inc.

	 	 	 	VCA Northboro
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	132. Vicar
Operating, Inc.

	 	 	 	VCA
Northwest
Veterinary
Diagnostics,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 






10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	133. Vicar
Operating, Inc.

	 	 
	 	VCA of New York,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	R2	 	 	$	0.01	 
	134. Vicar
Operating, Inc.

	 	 	 	VCA of San Jose,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	135. Vicar
Operating, Inc.

	 	 	 	VCA of Teresita,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	136. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Oneida Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	85.714% interest in
partnership
	 	 	N/A	 	 	 	N/A	 
	137. Preston Park
Animal Hospital, Inc.

	 	 	 	VCA Preston Park
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	74% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	138. VCA
Centers-Texas, Inc.

	 	 	 	VCA Preston Park
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	1% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	139. Vicar
Operating, Inc.

	 	 	 	VCA
Professional
Animal
Laboratory,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	 .001	 
	140. Vicar
Operating, Inc.

	 	 	 	VCA Real Property

Acquisition

Corporation
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	141. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Referral
Associates Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	142. Vicar
Operating, Inc.

	 	 	 	VCA Rohrig Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	143.VCA Rohrig
Animal Hospital, Inc.

	 	 	 	VCA Rohrig Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	144. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Rome Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	145. Vicar
Operating, Inc.

	 	 	 	VCA-Rossmoor, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	146. Vicar Operating,
Inc.

	 	 
	 	VCA Silver Spur
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	147. South County
Veterinary Clinic,
Inc.

	 	 	 	VCA South County

Animal Hospital,

LLC
	 	 	N/A	 	 	 	N/A	 	 	70% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	148. Vicar Operating,
Inc.

	 	 	 	VCA South Shore
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	149. Vicar Operating,
Inc.

	 	 	 	VCA Squire Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	 	 	 
	150. VCA Animal
Hospitals, Inc.

	 	 	 	VCA St. Petersburg
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	151. Vicar Operating,
Inc.

	 	 	 	VCA Texas
Management,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	152. Toms River
Veterinary Hospital,
P.A.

	 	 	 	VCA Toms River
Veterinary
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	153. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Triangle Tower
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	90% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	154. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Worth Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	155. Vicar Operating,
Inc.

	 	 	 	VCA Wyoming Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	156. VCA
Centers-Texas, Inc.

	 	 	 	Veterinary Centers
of America -Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	1% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	157. VCA Texas
Management, Inc.

	 	 	 	Veterinary Centers
of America -Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	99% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	158. VCA Marina
Animal Hospital, Inc.

	 	 	 	Veterinary
Hospitals, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None







12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	159.VCA Antech, Inc.

	 	 
	 	Vicar Operating,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	1	 	 	$	0.001	 
	160. VCA Animal
Hospitals, Inc.

	 	 	 	West Los Angeles
Veterinary Medical
Group, Inc.
	 	 	800	 	 	 	800	 	 	100% Common Stock
	 	 	4	 	 	$	5.00	 
	161. VCA Animal
Hospitals, Inc.

	 	 	 	West Shore
Veterinary
Hospital, Inc.
	 	 	300	 	 	 	300	 	 	100% Common Stock
	 	 	6	 	 	$	1.00	 
	162. Pets’Rx, Inc.

	 	 	 	William C. Fours,
Ltd.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	3	 	 	None

	163. VCA Animal
Hospitals, Inc.

	 	 	 	Wingate, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	None

	164. NPC Operations,
Inc.

	 	 	 	Woodland Animal
Medical Center,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 







13











 






	Attachment 3





VCA Antech, Inc.

Outstanding Stock Options as of 5/28/05




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2002	 	2002	 	2004	 	2004	 	Others	 	 
	$0.50/sh	 	$7.00/sh	 	$16.11/sh	 	$19.40/sh	 	Various	 	Total
	 
	 	—	 	 	 	3,125	 	 	 	6,000	 	 	 	—	 	 	 	—	 	 	 	9,125	 
	 	—	 	 	 	4,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	45,690	 	 	 	230,000	 	 	 	—	 	 	 	175,000	 	 	 	—	 	 	 	450,690	 
	 	—	 	 	 	290,000	 	 	 	—	 	 	 	425,000	 	 	 	—	 	 	 	715,000	 
	 	—	 	 	 	13,125	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	43,125	 
	 	—	 	 	 	21,958	 	 	 	20,000	 	 	 	—	 	 	 	—	 	 	 	41,958	 
	 	624	 	 	 	6,666	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	17,290	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	30,000	 	 	 	30,000	 
	 	2,000	 	 	 	17,500	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	49,500	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	800	 	 	 	7,200	 	 	 	20,000	 	 	 	—	 	 	 	—	 	 	 	28,000	 
	 	—	 	 	 	3,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,000	 
	 	166	 	 	 	2,824	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,990	 
	 	2,010	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,010	 
	 	3,000	 	 	 	40,000	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	73,000	 
	 	6	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6	 
	 	10,000	 	 	 	40,000	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	80,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	70,000	 	 	 	70,000	 
	 	14,000	 	 	 	30,000	 	 	 	14,000	 	 	 	—	 	 	 	—	 	 	 	58,000	 
	 	4,000	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	14,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	46,667	 	 	 	46,000	 	 	 	—	 	 	 	—	 	 	 	92,667	 
	 	5,000	 	 	 	10,000	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	25,000	 
	 	466	 	 	 	2,666	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,132	 
	 	—	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	10,000	 
	 	3,266	 	 	 	29,334	 	 	 	46,000	 	 	 	—	 	 	 	—	 	 	 	78,600	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	10,000	 
	 	2,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,000	 
	 	5,350	 	 	 	33,334	 	 	 	46,000	 	 	 	—	 	 	 	—	 	 	 	84,684	 
	 	—	 	 	 	—	 	 	 	50,000	 	 	 	—	 	 	 	100,000	 	 	 	150,000	 
	 	—	 	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 
	 	1,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,000	 
	 	—	 	 	 	4,792	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,792	 
	 	12,000	 	 	 	20,000	 	 	 	14,000	 	 	 	—	 	 	 	—	 	 	 	46,000	 
	 	42,000	 	 	 	80,000	 	 	 	50,000	 	 	 	—	 	 	 	—	 	 	 	172,000	 
	 	—	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	10,000	 
	 	—	 	 	 	—	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	30,000	 
	 	—	 	 	 	2,000	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	12,000	 
	 	4,000	 	 	 	22,958	 	 	 	26,000	 	 	 	—	 	 	 	—	 	 	 	52,958	 
	 	—	 	 	 	4,375	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,375	 
	 	40,000	 	 	 	170,000	 	 	 	—	 	 	 	175,000	 	 	 	—	 	 	 	385,000	 
	 	—	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	10,000	 
	 	—	 	 	 	4,500	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,500	 
	 	1,010	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,010	 
	 	—	 	 	 	10,292	 	 	 	16,000	 	 	 	—	 	 	 	—	 	 	 	26,292	 
	 	—	 	 	 	41,667	 	 	 	60,000	 	 	 	—	 	 	 	—	 	 	 	101,667	 






 








 






VCA Antech, Inc.

Outstanding Stock Options as of 5/28/05




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2002	 	2002	 	2004	 	2004	 	Others	 	 
	$0.50/sh	 	$7.00/sh	 	$16.11/sh	 	$19.40/sh	 	Various	 	Total
	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	10,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	7,500	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	7,500	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	60,000	 	 	 	60,000	 
	 	2,010	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,010	 
	 	—	 	 	 	4,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,000	 
	 	20,000	 	 	 	70,000	 	 	 	50,000	 	 	 	—	 	 	 	—	 	 	 	140,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	1,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	4,000	 	 	 	8,000	 	 	 	4,000	 	 	 	—	 	 	 	—	 	 	 	16,000	 
	 	—	 	 	 	9,180	 	 	 	16,000	 	 	 	—	 	 	 	—	 	 	 	25,180	 
	 	—	 	 	 	8,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	8,000	 
	 	20,000	 	 	 	34,000	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	84,000	 
	 	—	 	 	 	16,000	 	 	 	20,000	 	 	 	—	 	 	 	—	 	 	 	36,000	 
	 	—	 	 	 	4,250	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	14,250	 
	 	1,208	 	 	 	14,000	 	 	 	14,000	 	 	 	—	 	 	 	—	 	 	 	29,208	 
	 	3,990	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,990	 
	 	—	 	 	 	4,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,000	 
	 	—	 	 	 	6,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	2,990	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,990	 
	 	—	 	 	 	6,458	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,458	 
	 	—	 	 	 	6,458	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	16,458	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	41,404	 	 	 	80,000	 	 	 	46,000	 	 	 	—	 	 	 	—	 	 	 	167,404	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	1,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	1,000	 
	 	10,134	 	 	 	44,000	 	 	 	30,000	 	 	 	—	 	 	 	—	 	 	 	84,134	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	5,292	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	15,292	 
	 	44,000	 	 	 	88,000	 	 	 	60,000	 	 	 	—	 	 	 	—	 	 	 	192,000	 
	 	4,600	 	 	 	58,066	 	 	 	60,000	 	 	 	—	 	 	 	—	 	 	 	122,666	 
	 	—	 	 	 	3,125	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,125	 
	 	1,200	 	 	 	8,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	9,200	 
	 	—	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	10,000	 
	 	6,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,000	 
	 	664	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	664	 
	 	46,000	 	 	 	50,000	 	 	 	40,000	 	 	 	—	 	 	 	—	 	 	 	136,000	 
	 	6,934	 	 	 	20,624	 	 	 	28,000	 	 	 	—	 	 	 	—	 	 	 	55,558	 
	 	7,990	 	 	 	4,000	 	 	 	4,000	 	 	 	—	 	 	 	—	 	 	 	15,990	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	5,940	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	15,940	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	15,000	 	 	 	24,000	 	 	 	—	 	 	 	—	 	 	 	39,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	100,000	 	 	 	100,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	—	 	 	 	26,000	 	 	 	—	 	 	 	—	 	 	 	26,000	 






 












 





VCA Antech, Inc.

Outstanding Stock Options as of 5/28/05




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2002	 	2002	 	2004	 	2004	 	Others	 	 
	$0.50/sh	 	$7.00/sh	 	$16.11/sh	 	$19.40/sh	 	Various	 	Total
	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	50,000	 	 	 	—	 	 	 	50,000	 
	 	—	 	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	—	 	 	 	4,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	4,000	 
	 	—	 	 	 	6,876	 	 	 	14,000	 	 	 	—	 	 	 	—	 	 	 	20,876	 
	 	—	 	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 
	 	—	 	 	 	6,458	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,458	 
	 	4,990	 	 	 	20,000	 	 	 	16,000	 	 	 	—	 	 	 	—	 	 	 	40,990	 
	 	3,990	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,990	 
	 	2,800	 	 	 	10,334	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	13,134	 
	 	2,400	 	 	 	52,000	 	 	 	46,000	 	 	 	—	 	 	 	—	 	 	 	100,400	 
	 	6	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6	 
	 	2,010	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	2,010	 
	 	—	 	 	 	100,000	 	 	 	—	 	 	 	175,000	 	 	 	—	 	 	 	275,000	 
	 	—	 	 	 	6,666	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	6,666	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	 	2,000	 	 	 	7,500	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	19,500	 
	 	—	 	 	 	5,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	5,000	 
	 	3,734	 	 	 	6,000	 	 	 	10,000	 	 	 	—	 	 	 	—	 	 	 	19,734	 
	 	466	 	 	 	2,666	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,132	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	10,000	 
	 	—	 	 	 	—	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	10,000	 
	 	400	 	 	 	3,874	 	 	 	20,000	 	 	 	—	 	 	 	—	 	 	 	24,274	 
	 	1,200	 	 	 	43,600	 	 	 	60,000	 	 	 	—	 	 	 	—	 	 	 	104,800	 
	 	3,990	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,990	 
	 	—	 	 	 	3,126	 	 	 	—	 	 	 	10,000	 	 	 	—	 	 	 	13,126	 
	 
	 	456,438	 	 	 	2,105,036	 	 	 	1,232,000	 	 	 	1,090,000	 	 	 	360,000	 	 	 	5,243,474	 
	 






 










 





SCHEDULE 4.10




RESTRICTED JUNIOR PAYMENTS SINCE DECEMBER 31, 2004



NONE



 









 





SCHEDULE 4.13




REAL ESTATE ASSETS




	1.	 	See Schedule D to the UCC Certificate delivered under the Pledge & Security Agreement,
attached to this Schedule 4.13 as Attachment 1.
	 
	2.	 	See Attachment 2 to this Schedule 4.13 for a separate list of properties owned, rather than
leased, by Holdings and its Subsidiaries. Unless the property is identified as “vacant” or
otherwise unoccupied, the parcels of real property identified on Attachment 2 are subject to
undocumented intercompany leases.




 









 











Appendix D

to UCC Diligence Certificate




REAL ESTATE RELATED UCC COLLATERAL







1. Fixtures. Set forth below are all the locations where any Grantor owns or leases any
real property:





	•	 	Please see Schedule D.1 attached hereto, which identifies all properties leased and
owned. Also included for ease of reference is a schedule that breaks out solely the owned
properties.




2. “As Extracted” Collateral. Set forth below are all the locations where any Grantor
owns, leases or has an interest in any wellhead or minehead:





	•	 	Not applicable.




3. Timber to be Cut. Set forth below are all locations where any Grantor owns goods that
are timber to be cut:





	•	 	Not applicable.






 












 











 









 











 









 











 










 












 









 












 









 












 









 












 









 












 









 





Schedule 5.14




Post-Closing Items


Company and each applicable Guarantor shall deliver to the Collateral Agent the following items,
each in form and substance reasonably acceptable to Collateral Agent, within 15 days of the Closing
Date:






	 	1.	 	fully executed and notarized Mortgages, in proper form for recording
in all appropriate places in all applicable jurisdictions, encumbering each
Closing Date Mortgaged Property;






	 	2.	 	opinions of counsel in (i) Alaska, (ii) California, (iii) Louisiana,
(iv) Maryland, (v) New Mexico and (vi) Nevada, in each case with respect to the
enforceability of the form(s) of Mortgages to be recorded in such state and such
other matters as Collateral Agent may reasonably request; and






	 	3.	 	fully paid Title Policies with respect to each Closing Date
Mortgaged Property.






	
Company and each applicable Guarantor shall deliver to the Collateral Agent the following items,
each in form and substance reasonably acceptable to Collateral Agent, within 60 days of the Closing
Date:






	 	1.	 	Stock Certificate for Vicar Operating, Inc. reflecting current
name of Holder with stock power endorsed in blank.






	 	2.	 	Stock Certificate for Glen Animal Hospital, Inc. reflecting correct
name of Holder with stock power endorsed in blank.






	 	3.	 	Stock Certificate for Miller Animal Hospital reflecting current name
of Holder with stock power endorsed in blank.






	 	4.	 	Stock Certificate for Raleigh Hills Veterinary Clinic, Inc.
reflecting correct name of Holder with stock power endorsed in blank.






	 	5.	 	Stock Certificate for Rossmoor — 1 E1 Dorado Animal Hospital, Inc.
reflecting correct name of Holder with stock power endorsed in blank.






	 	6.	 	stock powers endorsed in blank to replace stock powers attached
hereto as Annex 1.




 









 











Annex 1





 









 








Annex 1





 









 








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





	     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                      corporation, One Hundred (100) shares of the Common Stock of AHC of Southern
Saratoga County, Inc., a New York corporation, (the “Corporation”), standing in its name on
the books of said Corporation represented by Certificate No. 3 and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.





	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	Dated:                       	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





	For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                      corporation, One Thousand Forty-Four (1,044) shares of the Common Stock of Apex
Veterinary Hospital, Inc., a North Carolina corporation, (the “Corporation”), standing in its
name on the books of said Corporation represented by Certificate No. 1 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.





	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	Dated:                      	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 












 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



For value received, NPC Operations, Inc. hereby assigns and transfers unto Wells Fargo Bank, N.A.,
a                                          corporation, One Thousand (1,000) shares of the Common Stock of Arroyo PetCare Center, Inc., a
California corporation (the “Corporation”), standing in its name on the books of said Corporation
represented by Certificate No.                      and does hereby irrevocably constitute and appoint any officer of
the Corporation to transfer said stock on the books of the Corporation with full power of
substitution.




	 	 	 	 	 
	DATED:                     








	 	NPC OPERATIONS, INC.

 	 
	 	/s/
Tomas W. Fuller
 	 
	 	By: Tomas W. Fuller 	 
	 	Its:  Chief Financial Officer 	 
	 




 









 








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                          corporation, One Hundred (100) shares of the Common Stock of Associates
in Pet Care, Inc., a Wisconsin corporation, (the “Corporation”), standing in its name on the
books of said Corporation represented by Certificate No.                      and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.



	 	 	 	 	 
	Dated:                     






	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 





 









 








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                          corporation, One Thousand (1,000) shares of the Common Stock of Berwyn
Veterinarian Hospital, Inc., an Illinois corporation, (the “Corporation”), standing in its
name on the books of said Corporation represented by Certificate No.
___ and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.




	 	 	 	 	 
	Dated:                     






	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 



 









 








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                          corporation, Five Hundred (500) shares of the Class A Common Stock of
Berwyn Veterinarian Hospital, Inc., an Illinois corporation, (the “Corporation”), standing in
its name on the books of said Corporation represented by Certificate No.                      and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.



	 	 	 	 	 
	Dated:                     






	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 





 









 








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                          corporation, One Thousand (1,000) shares of the Common Stock of Brown
Animal Hospital, Inc., a Vermont corporation, (the “Corporation”), standing in its name on
the books of said Corporation represented by Certificate No. 1 and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.



	 	 	 	 	 
	Dated:                     






	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




1









 








STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, NPC Operations, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, 1,000 shares of the Common Stock of Cat Clinic of Tulsa, Inc., an
Oklahoma corporation, (the “Corporation”), standing in its name on the books of said
Corporation represented by Certificate No. 1 and does hereby irrevocably constitute and
appoint any officer of the Corporation to transfer said stock on the books of the Corporation
with full power of substitution.



	 	 	 	 	 
	Dated:                     






	 	NPC Operations, lnc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 
















 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                      corporation, Three Hundred (300) shares of the Common Stock of Cornerstone
Veterinary Hospital, Inc., a North Carolina corporation, (the “Corporation”), standing in its
name on the books of said Corporation represented by Certificate No. 1 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.



Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 









 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     For value received, NPC Operations, Inc. hereby assigns and transfers unto Wells Fargo Bank,
N.A., a                      corporation, 1,000 shares of the Common Stock of East Mill Plain Animal Hospital,
Inc., a Washington corporation, (the “Corporation”), standing in its name on the books of
said Corporation represented by Certificate No. 1 and does hereby irrevocably constitute and
appoint any officer of the Corporation to transfer said stock on the books of the Corporation
with full power of substitution.



Dated:                                         




	 	 	 	 	 
	 	NPC Operations, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 









 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     For value received, Golden Merger Corporation hereby assigns and transfers unto Wells Fargo Bank,
N.A., a                      corporation, One Hundred (100) shares of the Common Stock of Edgebrook, Inc., a New Jersey
corporation (the “Corporation”), standing in its name on the books of said Corporation represented
by Certificate No.       and does hereby irrevocably constitute and appoint any officer of the
Corporation to transfer said stock on the books of the Corporation with full power of substitution.



DATED:                                         




	 	 	 	 	 
	 	GOLDEN MERGER CORPORATION

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 









 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                      corporation, Two Hundred (200) shares of the
Common Stock of Indiana Veterinary Diagnostic Lab, Inc., an Indiana corporation, (the
“Corporation”), standing in its name on the books of said Corporation represented by Certificate
No. 4 and does hereby irrevocably constitute and appoint any officer of the Corporation to transfer
said stock on the books of the Corporation with full power of substitution.



Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 









 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                      corporation, One Hundred (100) shares of the
Common Stock of Kirkwood Animal Hospital, Inc., a Delaware corporation, (the “Corporation”),
standing in its name on the books of said Corporation represented by Certificate
No.       and does hereby irrevocably constitute and appoint any officer of the Corporation to
transfer said stock on the books of the Corporation with full power of substitution.



Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	
/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 









 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                      corporation, Ninety Nine (99) shares of the
Common Stock of Lafayette Veterinary Hospital, Inc., an Indiana corporation, (the “Corporation”),
standing in its name on the books of said Corporation represented by Certificate No. 5 and does
hereby irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.



Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 












 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE




     
For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a _______________________________ corporation, Thirty-Four (34) shares of the Common Stock of Main Street Small Animal Hospital, a Californ
ia corporation, (the “Corporation”),
standing in its name on the books of said Corporation represented by Certificate
No.____ and does hereby irrevocably constitute and appoint any officer of the Corporation to
transfer said stock on the books of the Corporation with full power of substitution.



Dated: ____________________






	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, Vicar Operating, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                                              corporation, 1000 shares of the Common Stock of National PetCare Centers, Inc.,
a Delaware corporation, (the “Corporation”), standing in its name
on the books of said Corporation represented by Certificate No. C-143 and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of the
Corporation with full power of substitution.


Dated: __________________





	 	 	 	 	 
	 	Vicar Operating, Inc.

 	 
	 	 By: 	 	 /s/ Tomas W. Fuller
 	 
	 	 	 	Tomas W. Fuller 	 
	 	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a _________________________ corporation, One Hundred Thousand (100,000)
shares of the Common Stock of North Coast Veterinary Medical Group, a California corporation, (the
“Corporation”), standing in its name on the books of said Corporation represented by Certificate
No. 3 and does hereby irrevocably constitute and appoint any officer of the Corporation to transfer
said stock on the books of the Corporation with full power of substitution.


Dated: __________________





	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, Vicar Operating, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                                              corporation, Five Hundred (500) shares of the Common
Stock of Northside Animal Hospital, Inc. a Connecticut corporation, (the “Corporation”),
standing in its name on the books of said Corporation represented by Certificate No. ____ and
does hereby irrevocably constitute and appoint any officer of the Corporation to transfer said
stock on the books of the Corporation with full power of substitution.




Dated: __________________





	 	 	 	 	 
	 	Vicar Operating, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, National PetCare Centers, Inc. hereby assigns and transfers unto
Wells Fargo Bank, N.A., a                                                    corporation, 1,000 shares of the Common
Stock of NPC Operations, Inc., a Delaware corporation, (the “Corporation”), standing in its name on
the books of said Corporation represented by Certificate No. 002 and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of the
Corporation with full power of substitution.



Dated: __________________





	 	 	 	 	 
	 	National PetCare Centers, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                                  corporation, fifty (50) shares of the Common Stock of Ocean Beach Veterinary Hospital, Inc., a Washington
 corporation, (the “Corporation”), standing
in its name on the books of said Corporation represented by Certificate No. 3 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on the
books of the Corporation with full power of substitution.





Dated: __________________





	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



1









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                                   corporation, One Hundred (100) shares of the
Common Stock of Old River Veterinary Hospital, Inc., a California corporation, (the “Corporation”),
standing in its name on the books of said Corporation represented by Certificate No. 2 and does
hereby irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.


Dated:                                                             




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, NPC Operations, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a ________________ corporation, 1,000 shares of the Common Stock of Pet Care
Hospital, Inc., a Texas corporation, (the “Corporation”), standing in its name on the books
of said Corporation represented by Certificate No. 1 and does hereby irrevocably constitute
and appoint any officer of the Corporation to transfer said stock on the books of the
Corporation with full power of substitution.


Dated:                                                             




	 	 	 	 	 
	 	NPC Operations, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, Pets’ Rx, Inc. hereby assigns and transfers unto Wells Fargo Bank, N.A.,
a                                                              corporation, One Thousand (1,000) shares of the Common Stock
of Pets’ RX Nevada, Inc., a Nevada corporation, (the “Corporation”), standing in its name on the
books of said Corporation represented by Certificate No. ____ and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of the
Corporation with full power of substitution.


Dated:                                                             




	 	 	 	 	 
	 	Pets’ Rx, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, VCA Centers — Texas, Inc. hereby assigns and transfers unto Wells
Fargo Bank, N.A., a                                             corporation, One Hundred (100) shares of the Common Stock of
Preston Park Animal Hospital, Inc., a California corporation, (the “Corporation”), standing
in its name on the books of said Corporation represented by Certificate No. 1 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.


Dated:                                                             




	 	 	 	 	 
	 	VCA Centers — Texas, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, Arroyo PetCare center, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                                   corporation, Fifty-Two (52) shares of the Common Stock of Raleigh
Hills Veterinary Clinic, Inc., an Oregon corporation, (the “Corporation”), standing in its
name on the books of said Corporation represented by Certificate No. 14 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.


Dated:                                                             




	 	 	 	 	 
	 	Arroyo PetCare Centers, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE





     For value received, Vicar Operating, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                                              corporation, 1,000 shares of the Common Stock of Sound Technologies,
Inc., a Delaware corporation, (the “Corporation”), standing in its name on the books of said
Corporation represented by Certificate No. 133 and does hereby irrevocably constitute and
appoint any officer of the Corporation to transfer said stock on the books of the Corporation
with full power of substitution.


Dated:                                                             




	 	 	 	 	 
	 	Vicar Operating, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 












 





STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, One Hundred (100) shares of the Common
Stock of Southeast Area Veterinary Medical Center, Inc., a Colorado corporation, (the
“Corporation”), standing in its name on the books of said Corporation represented by
Certificate No. ___ and does hereby irrevocably constitute and appoint any officer of the
Corporation to transfer said stock on the books of the Corporation with full power of
substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/ Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, One Thousand (1,000) shares of the Common Stock
of Tempe Vets, Inc., an Arizona corporation, (the “Corporation”), standing in its name on the
books of said Corporation represented by Certificate No. ____ and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, NPC Operations, Inc. hereby assigns and transfers unto Wells Fargo Bank,
N.A., a                                          corporation, 1,000 shares of the Common Stock of Total Care Animal
Hospital, Inc., a California corporation, (the “Corporation”), standing in its name on the
books of said Corporation represented by Certificate No. 1 and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	NPC Operations, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, One Hundred (100) shares of the Common Stock of
University Pet Clinic, Inc., a Hawaii corporation, (the “Corporation”), standing in its name
on the books of said Corporation represented by Certificate No. 2 and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



1









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, One Hundred (100) shares of the Common Stock of
VCA Anderson Animal Hospital, Inc., a California corporation, (the “Corporation”), standing
in its name on the books of said Corporation represented by Certificate No. 2 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK
ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, One Thousand (1,000) shares of the Common Stock of
VCA Closter, Inc., a New Jersey corporation, (the “Corporation”), standing in its name on the
books of said Corporation represented by Certificate No. _______ and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfer unto Wells Fargo
Bank, N.A., a                                          corporation, one thousand (1,000) shares of the Common Stock of VCA
Emergency Pet Clinic, Inc., a California corporation, (the “Corporation”), standing in its
name on the books of said Corporation represented by Certificate No. 1 and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, Vicar Operating, Inc. hereby assigns and transfers unto Wells Fargo Bank,
N.A., a                                          corporation, One Hundred (100) shares of the Common Stock of VCA
Miller-Robertson #152, a California corporation, (the “Corporation”), standing in its name on
the books of said Corporation represented by Certificate No. ____ and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	Vicar Operating, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, One Hundred (100) shares of the Common Stock of VCA
Worth Animal Hospital, Inc., an Illinois corporation, (the “Corporation”), standing in its
name on the books of said Corporation represented by Certificate
No. ___ and does hereby
irrevocably constitute and appoint any officer of the Corporation to transfer said stock on
the books of the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, VCA Animal Hospitals, Inc. hereby assigns and transfers unto Wells Fargo
Bank, N.A., a                                          corporation, three hundred (300) shares of the Common Stock of
West Shore Veterinary Hospital, Inc., a Pennsylvania corporation, (the “Corporation”),
standing in its name on the books of said Corporation represented by Certificate No. 6 and
does hereby irrevocably constitute and appoint any officer of the Corporation to transfer
said stock on the books of the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	VCA Animal Hospitals, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, Pets’ Rx, Inc. hereby assigns and transfers unto Wells Fargo Bank, N.A.,
a                                          corporation, One Thousand (1,000) shares of the Common Stock of William C.
Fouts, Ltd., a Nevada corporation, (the “Corporation”), standing in its name on the books of
said Corporation represented by Certificate No. ________ and does hereby irrevocably
constitute and appoint any officer of the Corporation to transfer said stock on the books of
the Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	Pets’ Rx, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 



 









 






	 	 	 	 	 



STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE



     For value received, NPC Operations, Inc. hereby assigns and transfers unto Wells Fargo Bank,
N.A., a                                          corporation, 1,000 shares of the Common Stock of Woodland Animal Medical
Center, Inc., an Oklahoma corporation, (the “Corporation”), standing in its name on the books
of said Corporation represented by Certificate No. 1 and does hereby irrevocably constitute
and appoint any officer of the Corporation to transfer said stock on the books of the
Corporation with full power of substitution.




Dated:                                         




	 	 	 	 	 
	 	NPC Operations, Inc.

 	 
	 	By:  	/s/
Tomas W. Fuller
 	 
	 	 	Tomas W. Fuller 	 
	 	 	Its: Chief Financial Officer 	 
	 




 











 





SCHEDULE 6.1: INDEBTEDNESS




	 	 	 	 	 
	Payee	 	Amount	 
	 
	Notes
	 	 	 	 
	Farber, William
	 	$	230,000	 
	Bierstedt, Roger
	 	 	105,933	 
	Villalobos,
Alice & Coast Pet Clinic of Hermosa Beach, Inc.
	 	 	262,913	 
	Twin Rivers
Animal Hospital, P.C.
	 	 	19,419	 
	Sahara, Robert
	 	 	81,476	 
	Lavac Enterprises, Inc.
	 	 	641,072	 
	Lavac Enterprises, Inc.
	 	 	180,000	 
	Companion
Pet Clinic P.C.
	 	 	18,179	 
	Burke, Henry
& Ryncarz, Alex
	 	 	3,819	 
	Gamer, Aubrey
	 	 	308,634	 
	Gamer, Aubrey & Donna Jane
	 	 	548,066	 
	Stovall, Thomas
	 	 	4,850	 
	Levine, Kenneth & Gabrielle
	 	 	11,772	 
	Levine, Kenneth & Gabrielle
	 	 	201,736	 
	Renaldo, Joseph P.
	 	 	56,981	 
	Accomero, Rene
	 	 	209,891	 
	 
	 	 	 
	 
	 	$	2,884,741	 
	 
	 	 	 
	 
	 	 	 	 
	Capital Leases
	 	 	 	 
	American Express
	 	$	4,454	 
	DVI Strategic Partners
	 	 	8,667	 
	US Bank Corp
	 	 	33,683	 
	American Express
	 	 	4,863	 
	Highland
	 	 	13,021	 
	DVI Strategic Partner Group
	 	 	16,711	 
	DVI Strategic Partner Group
	 	 	2.252	 
	DVI Strategic Partner Group
	 	 	7,102	 
	DVI Strategic Partner
	 	 	1,913	 
	DVI Strategic Partner
	 	 	2,402	 
	DVI Strategic Partner Group
	 	 	4,182	 
	DVI Strategic Partner Group
	 	 	2,169	 
	DVI Strategic Partner Group
	 	 	12,134	 
	Banker’s Leasing
	 	 	4,228	 
	DVI
	 	 	2,779	 
	American Express
	 	 	6,311	 
	American Express
	 	 	5,108	 
	DVI Strategic Partner Group
	 	 	9,946	 
	USB Bank Corp
	 	 	11,094	 
	Araneta, Inc.
	 	 	5,196	 
	Minolta Copier
	 	 	1,866	 
	American Express
	 	 	30,362	 
	American Express
	 	 	6,810	 
	DMD Communications
	 	 	5,578	 
	American Express
	 	 	23,535	 
	DVI
	 	 	14,871	 
	Olympic
	 	 	2,578	 
	DVI Strategic Partner
	 	 	8,583	 
	Sound Tech
	 	 	17,837	 
	Toshiba
	 	 	3,860	 
	Enterprise Fleet Leasing
	 	 	5,637	 
	Stark Leasing
	 	 	6,762	 
	Stark Leasing
	 	 	41,848	 
	 
	 	 	 
	 
	 	$	328,629	 
	 
	 	 	 





Earn-Out Payments*




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payee	 	2005	 	 	2006	 	 	Totals	 
	 
	 	$	90,000	 	 	$	90,000	 	 	$	180,000	 
	 
	 	 	62,500	 	 	 	62,500	 	 	 	125,000	 
	 
	 	 	150,000	 	 	 	—	 	 	 	150,000	 
	 
	 	 	—	 	 	 	100,000	 	 	 	100,000	 
	 
	 	 	75,000	 	 	 	—	 	 	 	75,000	 
	 
	 	 	500,000	 	 	 	—	 	 	 	500,000	 
	 
	 	 	1,500,000	 	 	 	2,000,000	 	 	 	3,600,000	 
	 
	 	 	 	 	 	 	 	 	 
	 
	 	$	2,377,600	 	 	$	2,262,600	 	 	$	4,630,000	 
	 
	 	 	 	 	 	 	 	 	 





Holdbacks




	 	 	 	 	 
	Payee	 	Holdback Amount	 
	 
	Williamsburg Veterinary Hospital. P.C.
	 	 	50,000	 
	Kenneth Rotondo D.V.M.
	 	 	100,000	 
	Rod Pearson D.V.M.dba Family Velerinary Clinic
	 	 	100,000	 
	Animal Care
Clinic Ltd.
	 	 	60,000	 
	Animal Medical and Surgical Center
	 	 	100,000	 
	Critter Velerinary Care, PC
	 	 	26,000	 
	Skldaway Animal Hospital, PC
	 	 	25,000	 
	William S. Hotcomb DVM
	 	 	50,000	 
	Card
Schubert and Tom Schubert DVM
	 	 	100,000	 
	Richard Werner D.V.M.
	 	 	200,000	 
	Saddleback
Animal Care Center, Inc.
	 	 	250,000	 
	North
Bayshore Animal Hospital, Inc.
	 	 	100,000	 
	Beech Road Veterinary Hospital, PC
	 	 	100,000	 
	Anthony
Guerino DVM
	 	 	75,000	 
	 
	 	 	 
	 
	 	 	1,335,000	 
	 
	 	 	 







 




			
	*	 	The payee information has been omitted and filed separately with the Securities and Exchange Commission.




 









 






SCHEDULE 6.2 

PERMITTED LIENS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Original File	 	 
	 	 	 	 	 	 	 	 	 	 	Date and	 	Related
	Debtor	 	Secured Party	 	Collateral	 	State	 	Jurisdiction	 	Number	 	Filings
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Apex Veterinary Hospital, P.A.

	 	Graybar Financial Services LLC
	 	Leased: Intertel Axxess Telephone
System and other specific
equipment
	 	NC
	 	Secretary of State
	 	11/29/01

#20010551126H
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Brown Animal Hospital, Inc.

	 	American Express Business

Finance Corporation
	 	Leased: 12 watt surgical laser
this specific equipment
	 	VT
	 	Secretary of State
	 	11/27/01
 #01-146107	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Indiana Veterinary Diagnostic
Lab, Inc.

	 	Dell Financial Services, L.P.
	 	Leased: all computer equipment and
peripherals
	 	IN
	 	Secretary of State
	 	12/27/00
 #2365410	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	National PetCare Centers, Inc.

	 	Wilson, Robert E.
	 	Fixtures, furniture, equipment

In-Lieu: filed as

#94-012-0232 in WA on 1/12/1994
	 	DE
	 	Secretary of State
	 	1/8/04
 #4005515 4	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	North Coast Veterinary Medical
Group

	 	Southwest Community Bank
	 	All assets and fixtures subordinate
to security interest of U.S. Small
Business Administration
	 	CA
	 	Secretary of State
	 	9/26/01
 #0127060236	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	NPC Operations, Inc.

	 	US Bancorp
	 	Leased: Just Vision Ultrasound
	 	DE
	 	Secretary of State
	 	5/12/03
 #3121385 2	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	NPC Operations, Inc.

	 	American Express Business

Finance Corporation
	 	Leased: Aloka Prosound 3500

Ultrasound
	 	DE
	 	Secretary of State
	 	9/8/03
 #3248615 0	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	NPC Operations, Inc.

	 	US Bancorp
	 	Leased: Ultrasound System with accessories
	 	DE
	 	Secretary of State
	 	9/12/03
 #3236948 9	 	 






 









 






SCHEDULE 6.2 

PERMITTED LIENS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Original File	 	 
	 	 	 	 	 	 	 	 	 	 	Date and	 	Related
	Debtor	 	Secured Party	 	Collateral	 	State	 	Jurisdiction	 	Number	 	Filings
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	NPC Operations, Inc.

	 	American Express

Business Finance
	 	Leased: GE LOGI-Q 200 Pro

Ultrasound with printer, C2B

Transducercust
	 	DE
	 	Secretary of State
	 	9/26/03
 #3250870 6
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Raleigh
Hills Veterinary Clinic, PC

Additional Debtor:

R T Franklin DVM PC

	 	Bank of the West
	 	Equipment: ImagePoint
Multispeciality Image System and
other specific equipment
	 	OR
	 	Secretary of State
	 	7/31/00
 #521500	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Raleigh Hills Veterinary Clinic,
PC

Additional Debtor:

R T Franklin DVM PC

	 	Bank of the West
	 	Equipment: ImagePoint
Multispeciality Image System and
other specific equipment
	 	OR
	 	Secretary of Stae
	 	8/21/00
 #523709	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	South County Veterinary Clinic,
Inc.

Additional Debtor:

	 	Kenneth R. Levine &
Gabriele Z. Levine
	 	Business equipment, fixtures,

inventory accounts
	 	CA
	 	Secretary of State
	 	5/2/95
 #9512360342	 	 
	VCA South County Animal
Hospital, LLC.
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	South County Veterinary Clinic,
Inc.

Additional Debtor:

VCA Animal Hospitals, Inc.

	 	Kenneth R. Levine &
Gabriele Z. Levine
	 	Business equipment, fixtures,
inventory accounts located at: 270
North Halcyon Rd., Arroyo Grande,
CA
	 	CA
	 	Secretary of State
	 	5/2/95 
#9512360444	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	South County Veterinary Clinic,
Inc. 

Additional Debtor:

VCA Animal Hospitals, Inc.

	 	Kenneth R. Levine &
Gabriele Z. Levine
	 	Business equipment, fixtures,

inventory, accounts only located at:

 270 North Halcyon Rd., Arroyo
Grande, CA

	 	CA
	 	Secretary of State
	 	5/2/95
 #9512360462	 	 






 









 






SCHEDULE 6.2 

PERMITTED LIENS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Original File	 	 
	 	 	 	 	 	 	 	 	 	 	Date and	 	Related
	Debtor	 	Secured Party	 	Collateral	 	State	 	Jurisdiction	 	Number	 	Filings
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Toms River Veterinary
Hospital, P.A.

	 	Secured Funding
	 	Leased: Telemedicine system, and
other specific equipment
	 	NJ
	 	Secretary of State
	 	10/18/00
 #2003398
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	University Pet Clinic, Inc.

	 	Highland Capital Corp.
	 	Leased: HESKA ABC Hematology
system and other specific
equipment
	 	HI
	 	Secretary of State
	 	3/25/02 
#2002-051574	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VCA Antech, Inc.

	 	General Electric Capital

Corporation
	 	Dual Module benchmark system and
other specific equipment
	 	DE
	 	Secretary of State
	 	10/2/03
 #3256326 3	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VCA Antech, Inc.

	 	Citicorp Vendor Finance, Inc.
	 	Copiers
	 	DE
	 	Secretary of State
	 	11/2/04
 #43087568	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VCA Cenvet, Inc.

	 	Nassau County Industrial

Development Agency
	 	Fixture filing in Lake Success, NY
	 	CA
	 	Secretary of State
	 	10/2/02
 #0227560776	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VCA Professional Animal
Laboratory, Inc. 

Additional Debtor:

	 	Bankers/Softech/Mid-States a
Divison of BAB Leasing Corp.
	 	Leased: Clinitek 500 Urine analyzer
	 	CA
	 	Secretary of State
	 	6/12/00
 #0017160652	 	 
	Antech Diagnostics
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	VCA Professional
Animal Laboratory,
Inc.

	 	US Bancorp
	 	Leased: Minolta DI620, Canon

ND6551 (cameras)
	 	CA
	 	Secretary of State
	 	5/12/00
 #0313460065	 	 






 









 






SCHEDULE 6.2 

PERMITTED LIENS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original File	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Date and	 	Related
	Debtor	 	Secured Party	 	Collateral	 	State	 	Jurisdiction	 	Number	 	Filings
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pets’ Rx, Inc

	 	Acomero, Rene
	 	Assets, stock and
leasehold interest
of Princeton Animal
Hospital, Inc.,
which operates one
animal hospital,
“VCA Almaden Animal
Hospital,” located
in California.
	 	 	(1	)	 	 	(1	)	 	 	(1	)	 	 








 




			
	(1)	 	This is a precautionary lien.






 











 





SCHEDULE 6.7



See Appendix A to UCC Questionnaire, “Investment Related Property,” attached hereto in its
entirety.







 









 








Appendix A

to UCC Diligence Certificate




INVESTMENT
RELATED PROPERTY



1. Securities. Set forth below is a list of all equity interests owned by a Grantor
together with the type of organization which issued such equity interests (e.g. corporation,
limited liability company, partnership or trust):



- Please see Schedule A.1 attached hereto, as well as the organizational chart provided
herewith. In addition, for ease of reference, a schedule of Permitted Partially-Owned Subsidiaries
is included as well.



2. Deposit Accounts. Set forth below is a list of all bank accounts (checking, savings,
money market or the like) in which any Grantor customarily maintains in excess of $10,000:



- Please see Schedule A.2 attached hereto for a list of deposit accounts.



3. Securities Accounts. Set forth below is a list of all securities accounts in which any
Grantor customarily maintains securities or other assets having an aggregate value in excess of
$10,000:



- None.



4. Instruments. Set forth below is a list of all instruments owed to any Grantor in the
principal amount of greater than $10,000:



- Please see Schedule A.4 attached hereto.








 









 








SCHEDULE A.1




EQUITY INTERESTS



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	1. Vicar
Operating, Inc.

	 	 
	 	AAH Merger

Corporation
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	2. VCA Albany
Animal Hospital, Inc.

	 	 	 	Albany

Veterinary

Clinic
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	3. VCA of New
York, Inc.

	 	 	 	AHC of Southern
Saratoga County,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	4. VCA All Pets
Animal Complex, Inc.

	 	 	 	All Pet Complex
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	5. VCA Animal
Hospitals, Inc.

	 	 	 	Animal Center, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	None

	6. VCA Animal
Hospitals, Inc.

	 	 	 	Animal Clinic of
Santa Cruz, Inc.
	 	 	118	 	 	 	118	 	 	100% Common Stock
	 	 	2	 	 	None

	7. VCA Animal
Hospitals, Inc.

	 	 	 	Apex Veterinary
Hospital, Inc.
	 	 	1044	 	 	 	1044	 	 	100% Common Stock
	 	 	1	 	 	$	1.00	 
	8. NPC
Operations, Inc.

	 	 	 	Arroyo PetCare
Center, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	9. VCA Asher, Inc.

	 	 	 	VCA Asher Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	10. VCA Animal
Hospitals, Inc.

	 	 	 	Associates in Pet
Care, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	11. VCA Animal
Hospitals, Inc.

	 	 	 	Berwyn Veterinarian
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	 	 	 	$	5.00	 
	 

	 	 	 	 
	 	 	500	 	 	 	500	 	 	100% Class A Common
Stock
	 	 	 	 	 	$	10.00	 
	12. VCA Animal
Hospitals, Inc.

	 	 	 	Brown Animal
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	1	 	 	$	1.00	 
	13. VCA Cacoosing
Animal Hospital,
Inc.

	 	 	 	Cacoosing Animal
Hospital, Ltd.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 






1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	14. NPC Operations, Inc.

	 	 
	 	Cat Clinic of
Tulsa, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 
	15. VCA Clarmar Animal
Hospital, Inc.

	 	 	 	Clarmar Animal
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	5	 	 	$	1.00	 
	16. VCA Animal
Hospitals, Inc.

	 	 	 	Cornerstone
Veterinary
Hospital, Inc.
	 	 	300	 	 	 	300	 	 	100% Common Stock
	 	 	1	 	 	$	1.00	 
	17. VCA Animal
Hospitals, Inc.

	 	 	 	C.V.T., Inc.
	 	 	10,000	 	 	 	10,000	 	 	100% Common Stock
	 	 	4	 	 	$	1.00	 
	18. VCA Detwiler Animal
Hospital, Inc.

	 	 	 	Detwiler Veterinary
Clinic, Inc.
	 	 	150	 	 	 	150	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	19. Vicar Operating,
Inc.

	 	 	 	Diagnostic
Veterinary Service,
Inc.
	 	 	528	 	 	 	528	 	 	100% Common Stock
	 	 	5	 	 	None

	20. Golden Merger
Corporation

	 	 	 	Eagle Park Animal
Clinic, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	103	 	 	None

	21. VCA Eagle River
Animal Hospital,
Inc.

	 	 	 	Eagle River
Veterinary
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	22. NPC Operations, Inc.

	 	 	 	East Mill Plain
Animal Hospital,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 
	23. Golden Merger
Corporation

	 	 	 	Edgebrook, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	7	 	 	None

	24. VCA Professional
Animal Laboratory,
Inc.

	 	 	 	Florida Veterinary
Laboratories, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	5.00	 
	25. VCA Animal
Hospitals, Inc.

	 	 	 	Fox Chapel Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	26. VCA Animal
Hospitals, Inc.

	 	 	 	Freehold, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	7	 	 	None

	27. VCA of New York,
Inc.

	 	 	 	Glen Animal
Hospital Inc.
	 	 	128	 	 	 	128	 	 	100% Common Stock
	 	 	11	 	 	None







2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	28. Vicar Operating,
Inc.

	 	 
	 	Golden Merger

Corporation
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	29. Pets’Rx, Inc.

	 	 	 	H. B. Animal
Clinics, Inc.
	 	 	4,465	 	 	 	4,468	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	30. VCA Animal
Hospitals, Inc.

	 	 	 	Highlands Animal
Hospital, Inc.
	 	 	30	 	 	 	30	 	 	100% Common Stock
	 	 	4	 	 	None

	31. VCA
Preofessional
Laboratory, Inc.

	 	 	 	Indiana Veterinary
Diagnsotic Lab,
Inc.
	 	 	200	 	 	 	200	 	 	100% Common Stock
	 	 	4	 	 	None

	32. VCA Animal
Hospitals, Inc.

	 	 	 	Kirkwood Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	33. VCA Animal
Hospitals, Inc.

	 	 	 	Kirkwood Animal
Hospital Boarding &
Grooming, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	1.00	 
	34. VCA Animal
Hospitals, Inc.

	 	 	 	Lafayette
Veterinary
Hospital, Inc.
	 	 	99	 	 	 	99	 	 	100% Common Stock
	 	 	5	 	 	None

	35. Veterinary
Centers of
America-Texas, L.P.

	 	 	 	Lake Jackson
Veterinary Clinic,
Inc.
	 	 	217.75	 	 	 	217.75	 	 	100% Common Stock
	 	 	013	 	 	$	100.00	 
	36. VCA Animal
Hospitals, Inc.

	 	 	 	Lakewood Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	37. VCA Lammers
Animal Hospital Inc.

	 	 	 	Lammers Veterinary
Hospital, Inc.
	 	 	1,750	 	 	 	1,750	 	 	100% Common Stock
	 	 	15	 	 	$	10.00	 
	38. VCA Animal
Hospitals, Inc.

	 	 	 	Lewelling
Veterinary Clinic,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	39. VCA Animal
Hospitals, Inc.

	 	 	 	M.S. Animal
Hospitals, Inc.
	 	 	50	 	 	 	50	 	 	100% Common Stock
	 	 	2	 	 	None

	40. VCA Animal
Hospitals, Inc.

	 	 	 	Main Street Small

Animal Hospital
	 	 	34	 	 	 	34	 	 	100% Common Stock
	 	 	9	 	 	$	100.00	 






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	41. VCA Miller
Animal Hospital, Inc.

	 	 
	 	Miller Animal

Hospital
	 	 	700	 	 	 	700	 	 	100%Common Stock
	 	 	5	 	 	None

	42. Vicar Operating,
Inc.

	 	 	 	National PetCare
Centers, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100%Common Stock
	 	C-143	 	 	$	0.001	 
	43. Golden Merger
Corporation

	 	 	 	Newark Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100%Common Stock
	 	 	4	 	 	$	1.00	 
	44. VCA Animal
Hospitals, Inc.

	 	 	 	North Coast

Veterinary Medical

Group
	 	 	100,000	 	 	 	100,000	 	 	100% Common Stock
	 	 	3	 	 	$	0.01	 
	45. Vicar Operating,
Inc.

	 	 	 	North Rockville
Veterinary
Hospital, Inc.
	 	 	10,000	 	 	 	10,000	 	 	100% Common Stock
	 	 	7	 	 	None

	46. VCA Animal
Hospitals, Inc.

	 	 	 	Northern Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	47. Vicar Operating,
Inc.

	 	 	 	Northside Animal
Hospital, Inc.
	 	 	500	 	 	 	500	 	 	100% Common Stock
	 	 	3	 	 	None

	48. Golden Merger
Corporation

	 	 	 	Noyes Animal
Hospital, Inc.
	 	 	380	 	 	 	380	 	 	100% Common Stock
	 	 	4	 	 	$	10.00	 
	49. National PetCare
Centers, Inc.

	 	 	 	NPC Operations, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	002	 	 	$	0.01	 
	50. VCA Animal
Hospitals, Inc.

	 	 	 	Ocean Beach
Veterinary
Hospital, Inc.
	 	 	50	 	 	 	50	 	 	100% Common Stock
	 	 	3	 	 	$	100.00	 
	51. VCA Animal
Hospitals, Inc.

	 	 	 	Old River
Veterinary
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	10% Common Stock
	 	 	2	 	 	None

	52. VCA Animal
Hospitals, Inc.

	 	 	 	Old Town Veterinary
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	53. NPC Operations,
Inc.

	 	 	 	Pet Care Hospital,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 
	54. Pets’ Rx, Inc.

	 	 	 	Pets’ RX Nevada, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	3	 	 	None

	55. Vicar Operating,
Inc.

	 	 	 	Pets’ Rx, Inc.
	 	 	6,323,294	 	 	 	6,323,294	 	 	100% Common Stock
	 	 	C80	 	 	$	0.01	 






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	56. Vicar Operating,
Inc.

	 	 	 	Pets’ Rx, Inc.
	 	 	915,464	 	 	 	915,464	 	 	100% Preferred Stock
	 		P26	 	 	$	0.01	 
	57. Golden Merger
Corporation

	 	 	 	PPI of
Pennsylvania,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	58. VCA
Centers-Texas, Inc.

	 	 	 	Preston Park Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	59. Pets’ Rx, Inc.

	 	Rene

Accornero1
	 	Princeton Animal
Hospital, Inc.
	 	 	4,615	*	 	 	4,615	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	60. Golden Merger
Corporation

	 	 	 	Professional
Veterinary
Services, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	1.00	 
	61. Arroyo PetCare
Center, Inc.

	 	 	 	Raleigh Hills
Veterinary Clinic,
Inc.
	 	 	52	 	 	 	52	 	 	100% Common Stock
	 	 	14	 	 	None

	62. Golden Merger
Corporation

	 	 	 	Riviera Animal
Hospital, Inc.
	 	 	500	 	 	 	500	 	 	100% Common Stock
	 	 	3	 	 	$	1.00	 
	63. VCA Rossmoor,
Inc.

	 	 	 	Rossmoor — El
Dorado Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	64. VCA Silver Spur
Animal Hospital, Inc.

	 	 	 	Silver Spur Animal
Hospital, Inc.
	 	 	30,000	 	 	 	30,000	 	 	100% Common Stock
	 	 	4	 	 	$	1.20	 
	65. Vicar Operating,
Inc.

	 	 	 	Sound
Technologies,
Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	133	 	 	$	0.001	 
	66. VCA Animal
Hospitals, Inc.

	 	Kenneth and Gab
Levine2
	 	South County
Veterinary Clinic,
Inc.
	 	 	800	*	 	 	800	 	 	100% Common Stock
	 	 	3	 	 	$	10.00	 
	67. VCA Animal
Hospitals, Inc.

	 	 	 	Southeast Area
Veterinary Medical
Center, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None









 




			
	1	 	These shares are pledged pursuant to a note which contains early prepayment restrictions.
Therefore the balance of the note will not be paid.
	 
	2	 	These shares are pledged pursuant to a note which contains early prepayment restrictions.
Therefore the balance of the note will not be paid.




5









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	68. VCA Animal
Hospitals, Inc.

	 	 
	 	Spanish River
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	69. Pets’ Rx, Inc.

	 	 	 	Spring Mountain

Animal Hospital,

LLC
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	70. VCA Animal
Hospitals, Inc.

	 	 	 	Sundown Animal
Clinic Ltd.
	 	 	2,500	 	 	 	2,500	 	 	100% Common Stock
	 	 	2	 	 	None

	71. VCA Animal
Hospitals, Inc.

	 	 	 	Tampa Animal
Medical Center,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	5	 	 	$	1.00	 
	72. VCA Texas
Management, Inc.

	 	 	 	Tanglewood Pet
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	4	 	 	None

	73. VCA Animal
Hospitals, Inc.

	 	 	 	Tempe Vets, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	4	 	 	None

	74. Golden Merger
Corporation

	 	 	 	The Pet Practice
(Florida), Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	75. Golden Merger
Corporation

	 	 	 	The Pet Practice
(Illinois), Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	76. Golden Merger
Corporation

	 	 	 	The Pet Practice
(Massachusetts), Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	2	 	 	$	0.01	 
	77. Golden Merger
Corporation

	 	 	 	The Pet Practice of
Michigan, Inc.
	 	 	2,850,000 	 	 	 	2,850,000	 	 	100%
	 	 		 	 			 
		 	 	 		 	 	 25,000	 	 	 	 25,000	 	 	2,850,000 Class A
Common Stock
	 	 	12 	 	 		$0.01 	 
		 	 	 		 	 	 	 	 	 		 	 	
25,000 Class B
Common Stock
	 	 	4 	 	 		$1.00	 
	78. VCA Animal
Hospitals, Inc.

	 	 	 	Toms River
Veterinary
Hospital, P.A.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	36	 	 	None

	79. NPC Operations,
Inc.

	 	 	 	Total Care Animal
Hospital, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	001	 	 	$	0.01	 






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	80. VCA Animal
Hospitals, Inc.

	 	 
	 	University Pet
Clinic, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	81. Vicar Operating,
Inc.

	 	 	 	VCA — Asher, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	82. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Alabama, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	10.00	 
	83. Albany
Veterinary Clinic,
Inc.

	 	 	 	VCA Albany Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	70% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	84. Vicar Operating,
Inc.

	 	 	 	VCA Albany Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	85. Vicar Operating,
Inc.

	 	 	 	VCA
Albuquerque,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	86. VCA Animal
Hospitals, Inc.

	 	 	 	VCA All Care Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	55% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	87. Vicar Operating,
Inc.

	 	 	 	VCA All Pets Animal
Complex, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	88. Vicar Operating,
Inc.

	 	 	 	VCA Alpine Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	0.001	 
	89. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Anderson Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	90. Vicar Operating,
Inc.

	 	 	 	VCA Anderson of
California Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	91. Vicar Operating,
Inc.

	 	 	 	VCA Animal
Hospitals, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	92. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Animal
Hospitals — Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	74% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	93. VCA
Centers-Texas, Inc.

	 	 	 	VCA Animal
Hospitals — Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	1% interest in

partnership
	 	 	N/A	 	 	 	N/A	 






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	94. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Animal

Medical Center, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	95. Vicar Operating,
Inc.

	 	 	 	VCA APAC
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	96. Associates In Pet
Care, S.C.

	 	 	 	VCA
Associates Animal
hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	97. VCA Alabama,
Inc.

	 	 	 	VCA Becker
Animal Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	98.
Pets’ Rx, Inc.

	 	 	 	VCA Black Mountain
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	99. Vicar Operating,
Inc.

	 	 	 	VCA
Cacoosing Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	100. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Castle
Shannon Veterinary
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	101. Vicar Operating,
Inc.

	 	 	 	VCA Centers-
Texas, Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.01	 
	102. VCA Professional
Animal
Laboratory,
Inc.

	 	 	 	VCA Cenvet,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	103. VCA Animal
Hospitals, Inc.

	 	 	 	VCA

Chancellor Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	104. Vicar Operating,
Inc.

	 	 	 	VCA Clarmar
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	1.00	 
	105. Vicar Operating,
Inc.

	 	 	 	VCA Clinical
Veterinary Labs,
Inc.
	 	 	100	 	 	 	100	 	 	100%

Common Stock
	 	 	2	 	 	$	0.001	 
	106. Vicar Operating,
Inc.

	 	 	 	VCA Clinipath
Labs, Inc.
	 	 	10,000	 	 	 	10,000	 	 	100%

Common Stock
	 	 	3	 	 	None	 







8











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	107. VCA Animal
Hospitals, Inc.

	 	 
	 	VCA Closter, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	5	 	 	None

	108. VCA Animal
Hospitals, Inc.

	 	 	 	VCA
Companion Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	109. Vicar Operating, Inc.

	 	 	 	VCA Detwiler Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	110. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Dover Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	111. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Durant Road
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	112. Vicar Operating, Inc.

	 	 	 	VCA Eagle River
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	1.00	 
	113. VCA Animal
Hospitals, Inc.

	 	 	 	VCA East Anchorage
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	114. Edgebrook, Inc.

	 	 	 	VCA

Edgebrook Animal

Hospital, LP
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	115. VCA Animal Hospitals,
Inc.

	 	 	 	VCA E1 Mirage
Animal hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	75% interest in

partnership
	 	 	N/A	 	 	 	N/A 	 
	116. VCA Animal Hospitals,
Inc.

	 	 	 	VCA
Emergency Pet
Clinic, Inc.
	 	 	1000	 	 	 	1000	 	 	100% Common Stock
	 	 	1	 	 	None

	117. VCA Animal Hospitals,
Inc.

	 	 	 	VCA Greater
Savannah Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	118. VCA Animal Hospitals,
Inc.

	 	 	 	VCA Heritage Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	119. VCA Animal Hospitals,
Inc.

	 	 	 	VCA Howell Branch
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	120. Vicar
Operating, Inc.

	 	 
	 	VCA Kaneohe Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	121. Vicar
Operating, Inc.

	 	 	 	VCA Lakeside Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	122. Vicar
Operating, Inc.

	 	 	 	VCA Lamb and
Stewart Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	123. Vicar
Operating, Inc.

	 	 	 	VCA Lammers Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	124. Vicar
Operating, Inc.

	 	 	 	VCA Lewis Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	125. VCA Animal
Hospitals, Inc.

	 	 	 	VCA
MacArthur Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	126. Vicar
Operating, Inc.

	 	 	 	VCA Marina Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	127. Vicar
Operating, Inc.

	 	 	 	VCA

Miller-Robertson

#152
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	$	0.001	 
	128. Vicar
Operating, Inc.

	 	 	 	VCA Mission, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	129. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Missouri, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	1	 	 	$	0.001	 
	130. VCA Animal
Hospitals, Inc.

	 	 	 	VCA New London
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	131. Vicar
Operating, Inc.

	 	 	 	VCA
Northboro Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	132. Vicar
Operating, Inc.

	 	 	 	VCA
Northwest
Veterinary
Diagnostics,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 






10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	133. Vicar Operating,
Inc.

	 	 
	 	VCA of New York,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	R2	 	 	$	0.01	 
	134. Vicar Operating,
Inc.

	 	 	 	VCA of San Jose,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	135. Vicar Operating,
Inc.

	 	 	 	VCA of Teresita,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	136. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Oneida Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	85.714% interest in
partnership
	 	 	N/A	 	 	 	N/A	 
	137. Preston Park
Animal Hospital, Inc.

	 	 	 	VCA Preston Park
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	74% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	138. VCA
Centers-Texas, Inc.

	 	 	 	VCA Preston Park
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	1% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	139. Vicar Operating,
Inc.

	 	 	 	VCA
Professional
Animal
Laboratory,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	 .001	 
	140. Vicar Operating,
Inc.

	 	 	 	VCA Real Property

Acquisition

Corporation
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	141. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Referral
Associates Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	142. Vicar Operating,
Inc.

	 	 	 	VCA Rohrig Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None

	143.VCA Rohrig
Animal Hospital, Inc.

	 	 	 	VCA Rohrig Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	144. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Rome Animal
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	145. Vicar Operating,
Inc.

	 	 	 	VCA — Rossmoor, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	146. Vicar Operating,
Inc.

	 	 
	 	VCA Silver Spur
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	147. South County
Veterinary Clinic,
Inc.

	 	 	 	VCA South County

Animal Hospital,

LLC
	 	 	N/A	 	 	 	N/A	 	 	70% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	148. Vicar Operating,
Inc.

	 	 	 	VCA South Shore
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	149. Vicar Operating,
Inc.

	 	 	 	VCA Squire Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	 	 	 
	150. VCA Animal
Hospitals, Inc.

	 	 	 	VCA St. Petersburg
Animal Hospital,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	151. Vicar Operating,
Inc.

	 	 	 	VCA Texas
Management,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	152. Toms River
Veterinary Hospital,
P.A.

	 	 	 	VCA Toms River
Veterinary
Hospital, L.P.
	 	 	N/A	 	 	 	N/A	 	 	80% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	153. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Triangle Tower
Animal Hospital,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	90% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	154. VCA Animal
Hospitals, Inc.

	 	 	 	VCA Worth Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	3	 	 	None

	155. Vicar Operating,
Inc.

	 	 	 	VCA Wyoming Animal
Hospital, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	$	0.001	 
	156. VCA
Centers-Texas, Inc.

	 	 	 	Veterinary Centers
of America —
Texas, L.P.
	 	 	N/A	 	 	 	N/A	 	 	1% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	157. VCA Texas
Management, Inc.

	 	 	 	Veterinary Centers
of America — Texas,
L.P.
	 	 	N/A	 	 	 	N/A	 	 	99% interest in

partnership
	 	 	N/A	 	 	 	N/A	 
	158. VCA Marina
Animal Hospital, Inc.

	 	 	 	Veterinary
Hospitals, Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	2	 	 	None







12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Party to	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	whom	 	Company	 	No. of	 	Total	 	 	 	Stock	 	 
	 	 	Stock	 	whose Stock is	 	Shares	 	Issued	 	% and Type of	 	Certificate	 	 
	Grantor/Pledgor	 	Pledged	 	Pledged	 	Pledged	 	Shares	 	Interest Pledged	 	No.	 	Par Value
	159.VCA Antech, Inc.

	 	 	 	Vicar Operating,
Inc.
	 	 	100	 	 	 	100	 	 	100% Common Stock
	 	 	1	 	 	$	0.001	 
	160. VCA Animal
Hospitals, Inc.

	 	 	 	West Los
Angeles Veterinary
Medical Group, Inc.
	 	 	800	 	 	 	800	 	 	100%
Common Stock
	 	 	4	 	 	$	5.00	 
	161. VCA Animal
Hospitals, Inc.

	 	 	 	West Shore
Veterinary
Hospital, Inc.
	 	 	300	 	 	 	300	 	 	100%
Common Stock
	 	 	6	 	 	$	1.00	 
	162. Pets’ Rx, Inc.

	 	 	 	William C. Fouts,
Ltd.
	 	 	1,000	 	 	 	1,000	 	 	100% Common Stock
	 	 	3	 	 	None

	163. VCA Animal
Hospitals, Inc.

	 	 	 	Wingate, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100%
Common Stock
	 	 	2	 	 	None

	164. NPC Operations,
Inc.

	 	 	 	Woodland
Animal Medical
Center, Inc.
	 	 	1,000	 	 	 	1,000	 	 	100%
Common Stock
	 	 	001	 	 	$	0.01	 







13











 







SCHEDULE A2: Part I

BANK ACCOUNTS: Animal Hospitals




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	LEGAL	 	ACCOUNT
	BANK NAME	 	ACCOUNT NAME	 	ADDRESS	 	CITY	 	STATE	 	ZIP	 	PHONE NUMBER	 	TAX ID #	 	ENTITY	 	NUMBER*
	 
	Harris Bank

	 	The Pet Practice c/o Veterinary Centers of America
	 	201 S. Grove Avenue
	 	Barrington 	 	IL
	 	 	60010	 	 	 	888-340-2265	 	 	 	36-2654605	 	 	Neyes Animal Hospital, Inc. 	 	 
	Bank of America NA

	 	Pet Practice Inc-DBA Bowle Animal Hospital
	 	P.O. Box 27025
	 	Richmond
	 	VA
	 	 	23261-7025	 	 	 	800-241-5788	 	 	 	38-3136205	 	 	Golden Merger Corporation	 	 
	Calvin B. Taylor Banking Co.

	 	Delmarva Vet Hospital
	 	P.O. Box 5
	 	Berlin
	 	MD
	 	 	21811-0005	 	 	 	410-641-1700	 	 	 	38-3136205	 	 	Golden Merger Corporation	 	 
	PNC Bank

	 	The Pet Practice-Newark
	 	P.O. Box 609
	 	Pittsburgh
	 	FA
	 	 	15230-9738	 	 	 	800-287-2265	 	 	 	38-3136205	 	 	Newark Animal Hospital, Inc.	 	 
	Farmers State Bank

	 	VCA Aroma Park
	 	3308 Waldron Road
	 	Aroma Park
	 	Illinois
	 	 	60910	 	 	 	815-939-9458	 	 	 	95-4097995	 	 	The Pet Practice (Illinois), Inc.	 	 
	Key Bank

	 	VCAAH, Inc. dba VCA Brown Animal Hospital
	 	P.O. Box 22114
	 	Albany
	 	NY
	 	 	12201-2114	 	 	 	888-539-4249	 	 	 	95-4097995	 	 	VCA Animal Hospitals, Inc.	 	 
	Citizens Bank

	 	VCA Berwyn Animal Hospital
	 	3322 S. Oak Park Avenue
	 	Berwyn
	 	IL
	 	 	60402	 	 	 	800-806-1692	 	 	 	95-4398490	 	 	Berywn Veterinarian Hospilal, Inc.	 	 
	M & T Bank

	 	VCA Cacoosing Animal Hospital
	 	499 Mitchell Street Dept#501-460
	 	Millsboro
	 	DE
	 	 	19966	 	 	 	800-220-6004	 	 	 	95-4445011	 	 	VCA Cacoosing Animal Hospilal, Inc.	 	 
	Union Bank

	 	VCA Lakeside Animal Hospital, Inc-Veterinary Centers of America
	 	P.O. Box 85413
	 	San Diego
	 	CA
	 	 	92186	 	 	 	800-238-4486	 	 	 	95-4482685	 	 	VCA Lakeside Animal Hospital, Inc.	 	 
	
          Commwealth Savings 

        	 	VCA Animal Hospital of Sinking Spring
	 	P.O. Box 2100
	 	Valley Forge
	 	PA
	 	 	19482-2100	 	 	 	800-327-9885	 	 	 	95-4525461	 	 	VCA Animal Hospitals, Inc.	 	 
	
          Nat’L City Bank
            of PA 

        	 	VCA Fox Chapel Shadyside Animal Hospital
	 	116 Alleghency Center Mail 	 	Pittsburgh
	 	PA
	 	 	15212-5356	 	 	 	800-352-0186	 	 	 	95-4544549	 	 	Fox Chapel Animal Hospital, Inc.	 	 
	Cecil Federal Savings Bank

	 	VCA Elkiton Animal Hospital-Veterinary
          Centers of America Inc. 	 	127 North Street
	 	Elkton 	 	MD
	 	 	21921	 	 	 	410-398-1650	 	 	 	95-4552462	 	 	VCA Animal Hospitals, Inc.	 	 
	Wachovia Bank

	 	VCA Glasgow Animal Hospital
	 	Dept VA7300, P.O. Box 40031
	 	Roanoke
	 	VA
	 	 	24022-0031	 	 	 	(800) 566-3862	 	 	 	95-4552462	 	 	VCA Animal Hospitals, Inc.	 	 
	Polomac Valley Bank

	 	VCA Vet Referral Associates Animal-Hospital
          Inc. 	 	702 Russell Avenue
	 	Gaithersburg
	 	MD
	 	 	20877-2606	 	 	 	888-345-1500	 	 	 	95-4552468	 	 	VCA Referral Associates Animals Hospital,
          Inc.	 	 
	Bank of Hanover

	 	VCA Conewago Animal Hospltal-Inc
	 	25 Carlisle Street
	 	Hanover
	 	PA
	 	 	17331	 	 	 	717-637-2201	 	 	 	95-4553984	 	 	VCA Animal Hospitals, Inc.	 	 
	Bank of America NA

	 	VCA All Creatures Animal Hospital
	 	P.O. Box 27025
	 	Richmond
	 	VA
	 	 	23261-7025	 	 	 	800-232-5252	 	 	 	95-4574532	 	 	VCA Animal Hospitals, Inc.	 	 
	Citizens Bank

	 	VCA New London Animal Hospital
	 	1 Citizens Drive
	 	Riverside
	 	RI
	 	 	02915-3000	 	 	 	800-862-6200	 	 	 	95-4574532	 	 	VCA Animal Hospitals, Inc.	 	 
	Coastal Federal Savings

	 	VCA Palmetto Animal Hospital
	 	112 Waccamaw Medical Park Drive
	 	Conway
	 	SC
	 	 	29526	 	 	 	843-4444-0216	 	 	 	95-4574532	 	 	VCA Animal Hospitals, Inc.	 	 
	Salin Bank & Trust

	 	VCA Animal Hospitals, Inc.-VCA Lafayette
	 	400 Main Street
	 	Lafayette
	 	IN
	 	 	47901	 	 	765-742-5901 ext 2129
        	 	 	95-4374532	 	 	VCA Animal Hospitals, Inc.	 	 
	Savings Bank of Manchester

	 	VCA Valley Animal Hospital
	 	923 Main Street
	 	Manchester
	 	CT
	 	 	06045-0231	 	 	 	800-455-3115	 	 	 	95-4574332	 	 	VCA Animal Hospitals, Inc.	 	 
	TIB Bank of the Keys

	 	VCA Upper Keys Vet Clinic
	 	91980 Overseas Highway
	 	Tavernier
	 	PL
	 	 	33070	 	 	 	305-451-5907	 	 	 	95-4574532	 	 	VCA Animal Hospitals, Inc.	 	 
	Wachovia Bank

	 	VCA Animal Hospitals, Inc. dba VCA MacArthur Animal Hospilal
	 	5201 MacArthur Blvd. NW
	 	Washington
	 	DC
	 	 	20007	 	 	 	202-637-2515	 	 	 	95-4554532	 	 	VCA Animal Hospitals, Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles 	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4574532	 	 	VCA Animal Hospitals, Inc.	 	 
	Sun Trust Bank

	 	Veterinary Center of America Squire-Veterinary Clinic
	 	P.O. Box 85024
	 	Richmond
	 	VA
	 	 	23285-5024	 	 	 	800-752-2515	 	 	 	95-4599032	 	 	VCA Squire Animal Hospitals, Inc.	 	 
	Associated Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	Bank of Oklahoma

	 	VICAR Inc dba Veterinary Centers of America
	 	One Williams Center, 8th Floor
	 	Tulsa
	 	OK
	 	 	74172	 	 	 	918-595-3116	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	Fleet Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7350	 	 	 	95-4817365	 	 	Vicar Operating, Inc.	 	 
	Harris Bank

	 	The Pet Practice-DBA Animal Clinic of Wilmington
	 	2901 N. Mannheim Road
	 	Franklin Park
	 	IL
	 	 	60131-2280	 	 	 	847-678-6900	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	National City Bank of MI/IL

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	US Bank

	 	VTCAR Inc dba Veterinary Centers
          of America-Bankcards 	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	US Bank

	 	VCA Lakeshore Animal Hospital, Inc.
        	 	135 South LaSalle Street 	 	Chicago
	 	IL
	 	 	60603	 	 	 	312-904-7272	 	 	 	95-4817565	 	 	VCA Animal Hospitals, Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba VCA Lewis Animal Hospital
	 	P.O. Box 2870
	 	Jacksonville
	 	FL
	 	 	32231	 	 	 	800-222-3862	 	 	 	95-4817565	 	 	Vicar Operating. Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor 	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba Veterinary Centers of America-Bankcards
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba Veterinary Centers of America-Bankcards
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 
	Wachovia Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating. Inc.	 	 
	Wells Fargo Bank

	 	VICAR Inc dba Veterinary Centers of America
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817555	 	 	Vicar Operating, Inc.	 	 
	Wells Fargo Bank

	 	VICAR Inc dba Veterinary Centers of America-Bankcards
	 	333 S. Grand Avenue, 12th Floor
	 	Los Angeles
	 	CA
	 	 	90071	 	 	 	213-253-7550	 	 	 	95-4817565	 	 	Vicar Operating, Inc.	 	 






 




			
	*	 	The account number associated with each account has been omitted and filed separately with the Securities and Exchange Commission.




 









 






SCHEDULE A.2: Part II

LABORATORY BANK ACCOUNTS




	 	 	 	 	 	 	 	 	 
	Legal Name	 	 	Account #*	 	Type	 	Financial Institution
	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Wells Fargo Bank, N.A.
	VGA Professional Animal Laboratory, Inc.

	 	 	 	 	 	 	 	P.O. Box 63020
	DBA Antech Diagnostics-Depository

	 	 	 	 	 	Depository
	 	San Francisco, CA 94163
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Wells Fargo Bank, N.A.
	 

	 	 	 	 	 	Disbursement-
	 	P.O. Box 63020
	Vicar Operating, Inc. Antech DIA

	 	 	 	 	 	Operating
	 	San Francisco, CA 94163
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	JP Morgan Chase Bank
	 

	 	 	 	 	 	 	 	P.O. Box 5206
	VCA Cenvet, Inc.

	 	 	 	 	 	Depository
	 	New Hyde Park, NY 11042
	 
	 	 	 	 	 	 	 	 
	

VCA Operating, Inc.

	

DBA	 	 
	 	 	

Disbursement-
	 	Wells Fargo Bank, N.A. 

P.O. Box 63020
	VCA
Antech Inc., -Manual Payroll

	 	 	 	 	 	Manual Payroll
	 	San Francisco, CA 94163
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Wells Fargo Bank, N.A.
	VCA Operating, Inc.

	DBA	 	 
	 	 	Disbursement-
	 	P.O. Box 63020
	VCA Antech Inc.-Payroll

	 	 	 	 	 	Payroll
	 	San Francisco, CA 94163






 




			
	*	 	The account number associated with each account has been omitted and filed separately with the Securities and Exchange Commission.




 









 






SCHEDULE A.2: Part III

CORPORATE BANK ACCOUNTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank Name	 	Legal Entity	 	Address	 	Type of Account	 	Account #*	 	Contract	 	Phone #	 	Account purpose
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wells Fargo Bank, N.A.

	 	Vicar Operating Inc.
	 	333 S. Grand Ave 9th Floor
LA., Calif 90071
	 	Wholesale Checking
	 	 	 	Mike St. Geme
	 	213-253-7304
	 	Operations account
	Wells Fargo Bank, N.A.

	 	Vicar Operating Inc.
	 	333 S. Grand Ave 9th Floor LA., Calif 90071
	 	Wholesale Checking
	 	 	 	Mike St. Geme
	 	213-253-7550
	 	VCA Health Insurance
	Wells Fargo Bank, N.A.

	 	Vicar Operating Inc.
	 	333 S. Grand Ave 9th Floor LA., Calif 90071
	 	Wholesale Checking
	 	 	 	Mike St. Geme
	 	213-253-7550
	 	NPC Health Insurance
	Wells Fargo Bank, N.A.

	 	Vicar Operating Inc.
	 	333 S. Grand Ave 9th Floor LA., Calif 90071
	 	Wholesale Checking
	 	 	 	Mike St. Geme
	 	213-253-7550
	 	VCA Holding account
	Wells Fargo Bank, N.A.

	 	Vicar Operating Inc.
	 	707 Wilshire Blvd. 17th Floor LA., Calif 90017
	 	Money Market Investment
	 	 	 	Doug Morello
	 	213-614-2244
	 	Investment







 




			
	*	 	The account number associated with each account has been omitted and filed separately with the Securities and Exchange Commission.




 











 





Schedule A2: Part IV

Medical Equipment Segment Bank Accounts




City National Bank

5650 E1 Camino Real, Suite 130

Carlsbad, CA 92008

Business Checking*           

Signature Authority: Kevin Wilson, Steve Eyl, Debra Gillespie, Nicole Allen




City National Bank

5650 El Camino Real, Suite 130

Carlsbad, CA 92008

Money Market*          

Signature Authority: Kevin Wilson, Steve Eyl, Debra Gillespie




City National Bank

5650 El Camino Real, Suite 130

Carlsbad, CA 92008

Money Market*          

Signature Authority: Kevin Wilson, Steve Eyl, Debra Gillespie




Bank of America

Fallbrook Branch

P.O. Box 37176

San Francisco, CA 94137-0001

Business Checking*          

Signature Authority: Kevin Wilson, Steve Eyl, Debra Gillespie




Merrill Lynch

7825 Fay Avenue, Suite 300

La Jolla, CA 92037

Working Capital Management Account*          

Signature Authority: Kevin Wilson, Steve Eyl, Debra Gillespie





 




			
	*	 	The account number associated with this account has been omitted and filed separately with the Securities and Exchange Commission.




44









 






	 	 	Schedule A.4, Part I: Instruments

Notes Receivable > $10,000





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Current	 	 	 	 
	 	 	 	 	 	 	Original Principal	 	 	Principal Amount	 	 	 	 
	Grantor	Issuer of Instrument*	 	 	of Instrument	 	 	of Instrument	 	 	Maturity Date	 
	Edgebrook, Inc.
	 	 	          	 	 	 	309,509	 	 	 	292,141	 	 	August-14	 
	VCA of New York, Inc.
	 	 	 	 	 	 	111,000	 	 	 	85,747	 	 	May-12	 
	VCA Dover Animal Hospital, Inc.
	 	 	 	 	 	 	229,887	 	 	 	229,887	 	 	April-15	 
	Preston Park Animal Hospital, Inc.
	 	 	 	 	 	 	522,319	 	 	 	522,319	 	 	August-09	 
	VCA Alabama, Inc.
	 	 	 	 	 	 	180,000	 	 	 	180,000	 	 	February-10	 
	VCA Animal Hospitals, Inc.
	 	 	 	 	 	 	350,000	 	 	 	330,457	 	 	July-14	 
	South County Veterinary Clinic, Inc.
	 	 	 	 	 	 	180,000	 	 	 	148,416	 	 	October-15	 
	Pet’s Rx, Inc.
	 	 	 	 	 	 	340,000	 	 	 	243,683	 	 	April-10	 
	VCA Animal Hospital, Inc.
	 	 	 	 	 	 	292,500	 	 	 	193,936	 	 	June-09	 
	VCA Antech, Inc.
	 	 	 	 	 	 	240,000	 	 	 	219,281	 	 	December-08	 
	VCA Antech, Inc.
	 	 	 	 	 	 	25,000	 	 	 	20,641	 	 	January-09	 
	The Pet Practice (Illinois), Inc.
	 	 	 	 	 	 	294,179	 	 	 	63,466	 	 	October-06	 
	National PetCare Centers, Inc.
	 	 	 	 	 	 	428,023	 	 	 	373,591	 	 	February-11 	a
	Arroyo PetCare Center, Inc.
	 	 	 	 	 	 	130,000	 	 	 	130,000	 	 	April-10	 








 




			
	Notes:
	 
	A)	 	A reciprocal note was acquired at the same time as this
note, in connection with the NPC transaction. The reciprocal note
will offset this note.

	 
	The original amount of the reciprocal note
was $241,815, the current principal amount is $221,025 and the
maturity date is December-08.




 




			
	*	 	The identity of each issuer has been omitted and filed separately with the Securities and Exchange Commission.




 









 










SCHEDULE A.4, Part II: Instruments
 Swap Agreements





	1.	 	Terms of the Interest Rate Swap:

Notional: $20,000,000 bullet

Trade Date: May 7, 2003

Effective Date: May 30, 2003

Term Date: May 31, 2005

Vicar pays fixed ate 1.72% monthly, Actual/360

Vicar receives 1-Month LIBOR monthly, Actual/360

	 
	 	 	Parties:

Fixed Rate Payer: Vicar Operating, Inc.

Floating Rate Payer: Wells Fargo Bank, N.A.
	 
	2.	 	Terms of the Interest Rate Swap:

Notional: $20,000,000 bullet

Trade Date: May 20, 2003

Effective Date: May 30, 2003

Term Date: May 31, 2005

Vicar pays fixed ate 1.505% monthly, Actual/360

Vicar receives 1-Month LIBOR monthly, Actual/360
	 
	 	 	Parties:

Fixed Rate Payer: Vicar Operating, Inc.

Floating Rate Payer: Goldman Sachs Capital Markets, L.P.






 











 





EXHIBIT
A-1 TO

CREDIT AND GUARANTY AGREEMENT




FUNDING NOTICE




     Reference is made to the Credit and Guaranty Agreement, dated as of May 16, 2005 (as it may
be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among VICAR
OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent.



     Pursuant to the applicable Section of the Credit Agreement (2.2 for Revolving Loans; 2.3 for
Swing Line Loans; 2.1(c) for Delayed Draw Term Loans), Company desires that Lenders make the
following Loans to Company in accordance with the applicable terms and conditions of the Credit
Agreement on [mm/dd/yy] (the “Credit Date”):




	 	 	 	 	 	 	 

	     1.	 	Revolving Loans	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[___,___,___]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Eurodollar Rate Loans, with
an Initial
Interest Period
of __________ Month(s):
	 	$[___,___,___]
	 
	 	 	 	 	 	 
	     2.	 	Swing Line Loans:	 	$[___,___,___]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[___,___,___]
	 
	 	 	 	 	 	 
	     3.	 	Delayed Draw Term Loans:	 	$[___,___,___]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Base Rate Loans:
	 	$[___,___,___]
	 
	 	 	 	 	 	 
	 

	 	o
	 	Eurodollar Rate Loans, with
an Initial Interest Period of __________ Month(s):
	 	$[___,___,___]






     Company hereby certifies that:




     (i) with respect to any Revolving Loan, after making any such Loan



A1-1









 







requested on such Credit Date, the Total Utilization of Revolving Commitments shall not
exceed the Revolving Commitments then in effect;




     (ii) as of the Credit Date, the representations and warranties contained in each of the
Credit Documents are true, correct and complete in all material respects on and as of such
Credit Date to the same extent as though made on and as of such 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 material respects
on and as of such earlier date;




     (iii) as of such Credit Date, no event has occurred and is continuing or would result
from the consummation of the borrowing contemplated hereby that would constitute an Event of
Default or a Default.



	 	 	 	 	 
	Date: [mm/dd/yy]	
 VICAR OPERATING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A1-2









 







EXHIBIT A-2 TO

CREDIT AND GUARANTY AGREEMENT




CONVERSION/CONTINUATION NOTICE





     Reference is made to the Credit and Guaranty Agreement, dated as of May 16, 2005 (as it may
be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among VICAR
OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent.



     Pursuant to Section 2.8 of the Credit Agreement, Company desires to convert or to continue
the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:



     1. Term Loans:



	 	 	 	 	 	 	 	 	 

	$[___,___,___]

	 	Eurodollar
Rate Loans to be
continued
	 	Initial Interest Period of __________ month(s) 
	 
	 	 	 	 	 	 	 	 
	$[___,___,___]

	 	Base Rate
Loans to be
converted to
Eurodollar Rate
Loans
	 	Initial Interest Period of __________ month(s) 
	 
	 	 	 	 	 	 	 	 
	$[___,___,___]

	 	Eurodollar
Rate Loans to be
converted to Base
Rate Loans	 	 	 	 






     2. Revolving Loans:



	 	 	 	 	 	 	 	 	 

	$[___,___,___]

	 	Eurodollar
Rate Loans to be
continued
	 	Initial Interest Period of __________ month(s) 
	 
	 	 	 	 	 	 	 	 
	$[___,___,___]

	 	Base Rate
Loans to be
converted to
Eurodollar Rate
Loans
	 	Initial Interest Period of __________ month(s) 






EXHIBIT A-2-1









 






	 	 	 	 	 	 	 	 	 

	$[___,___,___]

	 	Eurodollar
Rate Loans to be
converted to Base
Rate Loans	 	 	 	 






     Company hereby certifies that as of the date hereof, no event has occurred and is continuing
or would result from the consummation of the conversion and/or continuation contemplated hereby
that would constitute an Event of Default or a Default.



	 	 	 	 	 
	Date: [mm/dd/yy]	
 VICAR OPERATING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




EXHIBIT B-1-2











 





EXHIBIT A-3 TO 
CREDIT AND GUARANTY AGREEMENT




ISSUANCE NOTICE




     Reference is made to the Credit and Guaranty Agreement, dated as of May 16, 2005 (as it may
be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein
and not otherwise defined herein being used herein as therein defined), by and among VICAR
OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent.



     Pursuant to Section 2.23 of the Credit Agreement, Company desires a Letter of Credit to be
issued in accordance with the terms and conditions of the Credit Agreement on [mm/dd/yy] (the
“Credit Date”) in an aggregate face amount of $[     ,     ,     ].




	 	 	Attached hereto for each such Letter of Credit are the following:






               (a) the stated amount of such Letter of Credit;




               (b) the name and address of the beneficiary;




               (c) the expiration date; and




               (d) either (i) the verbatim text of such proposed Letter of Credit, or (ii) a
description of the proposed terms and conditions of such Letter of Credit, including a
precise description of any documents to be presented by the beneficiary which, if presented
by the beneficiary prior to the expiration date of such Letter of Credit, would require the
Issuing Lender to make payment under such Letter of Credit.




Company hereby certifies that:




     (i) after issuing such Letter of Credit requested on the Credit Date, the Total
Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in
effect;




     (ii) as of the Credit Date, the representations and warranties contained in each of
the Credit Documents are true, correct and complete in all material respects on and as of
such Credit Date to the same extent as though made on and as of such 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 material
respects on and as of such earlier date;



EXHIBIT B-1-3



 









 






     (iii) as of such Credit Date, no event has occurred and is continuing or would result
from the consummation of the issuance contemplated hereby that would constitute an Event of
Default or a Default.



	 	 	 	 	 
	Date: [mm/dd/yy]	VICAR OPERATING, INC.
	 
	 
	 	By:  	 	 
	 	 	Name:	 	 
	 	 	Title:  	 	 
	 



EXHIBIT B-1-4



 









 





EXHIBIT B-1 TO

CREDIT AND GUARANTY AGREEMENT




TERM LOAN NOTE




	 	 	 

	$[1][     ,     ,  
   
	 	[2][mm/dd/yy]






     FOR VALUE RECEIVED, VICAR OPERATING, INC., a Delaware corporation (“Company”), promises to
pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [1][DOLLARS]
($[     ,     ,     ][1]) in the installments referred to below.




     Company also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 16, 2005 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among VICAR
OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent (the “Administrative Agent”).



     Company shall make principal payments on this Note as set forth in Section 2.11 of the Credit
Agreement.



     This Note is one of the “Term Notes” in respect of [Closing Date Term Loans and Delayed Draw
Term Loans the aggregate principal amount of $425,000,000] [New Term Loans in the aggregate principal amount of
$                       for the
Series of which the New Term Loan evidenced by this Note is a part] and is issued pursuant to and entitled to the benefits of the
Credit Agreement, to which reference is hereby made for a more complete statement of the terms and
conditions under which the [New] Term Loan evidenced hereby was made and is to be repaid.



     All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and recorded in the
Register, Company, each Agent and Lenders shall be entitled to deem





 




			
	[1]	 	Lender’s Term Loan Commitment
	 
	[2]	 	Date of Issuance





EXHIBIT B-1-1



 









 




and treat Payee as the owner and holder of this Note and the Loan evidenced hereby. Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it
will make a notation hereon of all principal payments previously made hereunder and of the date to
which interest hereon has been paid; provided, the failure to make a notation of any payment made
on this Note shall not limit or otherwise affect the obligations of Company hereunder with respect
to payments of principal of or interest on this Note.




     This Note is subject to mandatory prepayment and to prepayment at the option of Company, each
as provided in the Credit Agreement.



     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or may be declared
to be, due and payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.



     The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



     This Note is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.



     No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Company, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in
the currency herein prescribed.



     Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company
and any endorsers of this Note hereby consent to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



EXHIBIT B-1-2



 









 





     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	VICAR OPERATING, INC.

 	 
	 	By:  	 	 
	 	 	Name:	 
	 	 	Title:  	 	 
	 



EXHIBIT B-1-3




 










 





EXHIBIT B-2 TO

CREDIT AND GUARANTY AGREEMENT




REVOLVING LOAN NOTE




			
	 	 	 
	$[1][___,___,___]
	 	[2][mm/dd/yy]






     FOR VALUE RECEIVED, VICAR OPERATING, INC., a Delaware corporation (“Company”), promises to
pay [NAME OF LENDER] (“Payee”) or its registered assigns, on or before [mm/dd/yy], the lesser of (a) [1] [DOLLARS] ($[1][      ,      ,      ]) and (b) the unpaid
principal amount of all advances made by Payee to Company as Revolving Loans under the Credit
Agreement referred to below.



     Company also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 16, 2005 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among VICAR
OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent.



     This Note is one of the “Revolving Loan Notes” in the aggregate principal amount of
$75,000,000 and is issued pursuant to and entitled to the benefits of the Credit Agreement, to
which reference is hereby made for a more complete statement of the terms and conditions under
which the Loans evidenced hereby were made and are to be repaid.



     All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Administrative Agent
or at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and recorded in the
Register, Company, each Agent and Lenders shall be entitled to deem and treat Payee as the owner
and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest hereon has been
paid; provided, the failure to make a notation of any payment





 




			
	[1]	 	Lender’s Revolving Credit Commitment
	 
	[2]	 	Date of Issuance





EXHIBIT B-2-1




 









 







made on this Note shall not limit or otherwise affect the obligations of Company hereunder
with respect to payments of principal of or interest on this Note.




     This Note is subject to mandatory prepayment and to prepayment at the option of Company, each
as provided in the Credit Agreement.



     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.



     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note, together with all accrued and unpaid interest thereon, may become, or may be declared
to be, due and payable in the manner, upon the conditions and with the effect provided in the
Credit Agreement.



     The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.



     This Note is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.



     No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Company, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in
the currency herein prescribed.



     Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company
and any endorsers of this Note hereby consent to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice
of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



EXHIBIT B-2-2




 









 








     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	VICAR OPERATING, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT B-2-3





 









 








TRANSACTIONS

ON

REVOLVING LOAN NOTE




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Outstanding	 	 
	 	 	Type of	 	Amount of	 	Amount of	 	Principal	 	 
	 	 	Loan Made	 	Loan Made	 	Principal Paid	 	Balance	 	Notation
	Date	 	This Date	 	This Date	 	This Date	 	This Date	 	Made By
	 	 	 	 	 	 	 	 	 	 	 





EXHIBIT B-2-4





 











 





EXHIBIT B-3 TO

CREDIT AND GUARANTY AGREEMENT




SWING LINE NOTE




			
	 	 	 
	$[1][     ,      ,      ]
	 	[2][mm/dd/yy]






     FOR VALUE RECEIVED, VICAR OPERATING, INC., a Delaware corporation (“Company”), promises to
pay to WELLS FARGO BANK, N.A., as Swing Line Lender
(“Payee”), on or before [mm/dd/yy], the lesser of (a) [1] [DOLLARS] ($[___, ___, ___]) and
(b) the unpaid principal amount of all advances made by Payee to Company as Swing Line Loans under
the Credit Agreement referred to below.



     Company also promises to pay interest on the unpaid principal amount hereof, from the date
hereof until paid in full, at the rates and at the times which shall be determined in accordance
with the provisions of that certain Credit and Guaranty Agreement, dated as of May 16, 2005 (as it
may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined
therein and not otherwise defined herein being used herein as therein defined), by and among VICAR
OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company,
as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent.



     This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of
the Credit Agreement, to which reference is hereby made for a more complete statement of the terms
and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.



     All payments of principal and interest in respect of this Note shall be made in lawful money
of the United States of America in same day funds at the Principal Office of Swing Line Lender or
at such other place as shall be designated in writing for such purpose in accordance with the
terms of the Credit Agreement.




	 	 	This Note is subject to mandatory prepayment and to prepayment at the option of Company, each
as provided in the Credit Agreement.






      THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE



 




			
	[1]	 	 Swing Line Sublimit
	 
	[2]	 	Date of Issuance




EXHIBIT B-3-1









 









HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.




     Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this
Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be,
due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.




	 	 	The terms of this Note are subject to amendment only in the manner provided in the Credit
Agreement.





     This Note is subject to restrictions on transfer or assignment as provided in the Credit
Agreement.



     No reference herein to the Credit Agreement and no provision of this Note or the Credit
Agreement shall alter or impair the obligations of Company, which are absolute and unconditional,
to pay the principal of and interest on this Note at the place, at the respective times, and in
the currency herein prescribed.



     Company promises to pay all costs and expenses, including reasonable attorneys’ fees, all as
provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Company
and any endorsers of this Note hereby consent to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of
every kind and, to the full extent permitted by law, the right to plead any statute of limitations
as a defense to any demand hereunder.


EXHIBIT B-3-2









 











     IN WITNESS WHEREOF, Company has caused this Note to be duly executed and delivered by its
officer thereunto duly authorized as of the date and at the place first written above.



	 	 	 	 	 
	 	VICAR OPERATING, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT B-3-3









 






	 	 	 	 	 



TRANSACTIONS

ON

SWING LINE NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 
	 	 	Amount of	 	Amount of	 	Principal	 	 
	 	 	Loan Made	 	Principal Paid	 	Balance	 	Notation
	Date	 	This Date	 	This Date	 	This Date	 	Made By
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


















 





EXHIBIT C TO

CREDIT AND GUARANTY AGREEMENT




COMPLIANCE CERTIFICATE




	THE UNDERSIGNED HEREBY CERTIFIES AS
FOLLOWS:





     1. I am the Chief Financial Officer of VCA ANTECH, INC. (“Holdings”) and VICAR OPERATING,
INC. (“Company”).



     2. I have reviewed the terms of that certain Credit and Guaranty Agreement, dated as of May
16, 2005 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the
terms defined therein and not otherwise defined herein being used herein as therein defined), by
and among VICAR OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS
CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS
FARGO BANK, N.A., as Joint Lead Arranger, Joint Bookrunner and Administrative Agent, and I have
made, or have caused to be made under my supervision, a review in reasonable detail of the
transactions and condition of Company and its Subsidiaries during the accounting period covered by
the attached financial statements.



     3. The examination described in paragraph 2 above did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes an Event of Default or Default
during or at the end of the accounting period covered by the attached financial statements or as
of the date of this Certificate, except as set forth in a separate attachment, if any, to this
Certificate, describing in detail, the nature of the condition or event, the period during which
it has existed and the action which Company has taken, is taking, or proposes to take with respect
to each such condition or event.



     The foregoing certifications, together with the computations set forth in the Annex A hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered [mm/dd/yy] pursuant to Section 5.1(d) of the Credit Agreement.



	 	 	 	 	 
	 	VCA ANTECH, INC.



VICAR OPERATING, INC.

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title: 	Chief Financial Officer 	 



EXHIBIT C-5








 





	 	 	 	 	 



ANNEX A TO

COMPLIANCE CERTIFICATE




FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].




	 	 	 	 	 	 	 	 	 

	1. Consolidated Adjusted
EBITDA: (i) – (ii) =	 	$	[   ,   ,    ]	 
	 	 	 	 	 
	 	 	 	 
	(i)	 	(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[*]:
	 	$	[   ,   ,    ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(g)   to the extent deducted in calculating Consolidated
Net Income, Transaction Costs:
	 	$	[   ,   ,    ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	other non-cash items increasing Consolidated Net
Income[**]:
	 	$	[   ,   ,    ]	 
	 	 	 	 	 
	 	 	 	 
	2. Consolidated Capital Expenditures: ((i) – (ii)) + (iii) =	 	$	[   ,   ,    ]	 
	 	 	 	 	 
	 	 	 	 
	(i)	 	the aggregate of the expenditures of Company and its
Subsidiaries during such period determined on a
consolidated basis that, in accordance with GAAP, are or
should be included in “purchase of property and
equipment” or similar items reflected in the consolidated
statement of cash flows of Company and its Subsidiaries:
	 	$	[   ,   ,    ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	(a)   any acquisition of assets that constitutes
	 	 	 	 








 




			
	[*]  	 	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.
	 
	[**] 	 	Excluding any such non-Cash item to the extent that it represents the reversal of an
accrual or reserve for potential Cash items in any prior period.





EXHIBIT C-6








 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	a Permitted Acquisition:
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(b)   expenditures made by Company pursuant to
Sections 2.13(a) and 2.13(b) of the Credit Agreement:
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	(iii)	 	to extent not otherwise included, expenditures of
Company and its Subsidiaries with respect to assets
constituting fee interest in real property acquired by
Company or its Subsidiaries in connection with a Permitted
Acquisition
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	3. Consolidated Cash Interest
Expense:	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	4. Consolidated Current Assets:	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	5. Consolidated Current
Liabilities:	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	6. Consolidated Excess Cash Flow: (i) – (ii) – (or +) (iii) =	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	(i)		(a)   Consolidated Adjusted EBITDA:
	 	$	[   ,   ,   ]	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(b)   Consolidated Working Capital Adjustment
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	(a)   voluntary and scheduled repayments of
Consolidated Total Debt[***]
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(b)   Consolidated Capital Expenditures[****]:
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(c)   Consolidated Cash Interest Expense
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(d)   the provision for current taxes based on income of
Holdings and its Subsidiaries and payable in cash:
	 	$	[   ,   ,   ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(e)    to the extent not otherwise deducted in determining
Consolidated Excess Cash Flow, cash payments made in
connection with Permitted Acquisitions [*****];
	 	$	[   ,   ,   ]	 








 




			
	[***]	 	Excluding repayments of Revolving Loans or Swing Line Loans except to the extent
the Revolving Credit Commitments are permanently reduced in connection with such repayments.
	 
	[****]	 	Net of any proceeds of any related financings with respect to such expenditures.
	 
	[*****]	 	Net of any proceeds of related financing.




EXHIBIT C-7








 









	 	 	 	 	 	 	 	 	 

	 	 	 	 	(f)    all amounts that were made as Investments in
Persons, other than Holdings, Company or a Guarantor
Subsidiary:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(g)    Transaction Costs to the extent paid in cash:
	 	$	[  ,  ,  ]	 
	 	 	 	 	(h)    all amounts that were distributed pro rata to
the holders of Capital Stock of Subsidiaries of Company
(other than Company and Subsidiaries of Company) or that
were paid in cash to repurchase the Capital Stock of
Holdings or any Subsidiary of Company from a Person who is
not an Affiliate of Company:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(iii)	 	the amount by which outstanding loans permitted pursuant
to Section 6.7(g) of the Credit Agreement increased or
decreased during such period when compared to such amount
as of the end of the immediately preceding Fiscal Year:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	7. Consolidated Fixed Charges: (i) + (ii) + (iii) + (iv) =	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(i)	 	Consolidated Cash Interest Expense:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	scheduled payments of principal on Consolidated Total Debt:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(iii)	 	Consolidated Capital Expenditures:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(iv)	 	provisions for current cash taxes based on income:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	8. Consolidated Interest
Expense:	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	9. Consolidated Net Income: (i) – (ii) =	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	 	(i)	 	 	the net income (or loss) of Company and its Subsidiaries
on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	(a)    the income of any Person
(other than a Subsidiary of Company)
in which any other Person
(other than Company or any of its Subsidiaries)
has a joint interest, except to the extent of
the amount of dividends or other distributions
actually paid to Company or
any of its Subsidiaries by such Person:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(b)   the income (or loss) of any Person accrued
	 	 	 	 






EXHIBIT C-8








 





	 	 	 	 	 	 	 	 	 

	 	 	 	 	prior to the date it becomes a Subsidiary of
Company or is merged into or consolidated
with Company or any of its Subsidiaries or that
Person’s assets are acquired by Company
or any of its Subsidiaries:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(c)    the income of any Subsidiary of Company
to the extent that the declaration or payment
of dividends or similar distributions by that
Subsidiary of that income is not at the time
permitted by operation of the terms of its charter
or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation
applicable to that Subsidiary:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(d)    any after-tax gains or losses attributable to
Asset Sales or returned surplus assets
of any Pension Plan:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	(e)   to the extent not included in clauses (ii)(a)
through (d) above, any net extraordinary
gains or net extraordinary losses:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	10. Consolidated Total Debt:	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	11. Consolidated Working Capital: (i) – (ii) =	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(i)	 	Consolidated Current Assets:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	Consolidated Current Liabilities:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	12. Consolidated Working Capital
Adjustment: (i) – (ii) =	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(i)	 	Consolidated Working Capital
as of the beginning of such period:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	Consolidated Working Capital
as of the end of such period:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	13. Fixed Charge Coverage
Ratio: (i)/(ii) =	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	(i)	 	Consolidated Adjusted EBITDA
for the four-Fiscal Quarter period then ended:
	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 
	(ii)	 	Consolidated Fixed Charges
for such four-Fiscal Quarter period:
	 	$	[  ,  ,  ]	 






EXHIBIT C-9








 





	 	 	 	 	 	 	 	 	 	 	 	 	 

	 	 	 	 	 
	 	Actual:	 	 	_.__:1.00	 
	 	 	 	 	 
	 	Required:	 	 	1.20:1.00	 
	14. Leverage Ratio: (i)/(ii) =	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	(i)	 	Consolidated Total Debt
	 	 	 	 	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	(ii)	 	Consolidated Adjusted EBITDA
for the four-Fiscal Quarter period then ended:
	 	 	 	 	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	Actual:	 	 	_.__:1.00	 
	 	 	 	 	 
	 	Required:	 	 	_.__:1.00	 
	15. Maximum Consolidated Capital Expenditures	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	50% of the unutilized amount for the prior
Fiscal Year, excluding any amount from any
Fiscal Year prior to the immediately
preceding Fiscal Year (Carryover Amount):
	 	 	 	 	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 
	For Fiscal Year 20	 	Actual:	 	$	[  ,  ,  ]	 
	 	 	 	 	 
	 	Required:**	 	$	[  ,  ,  ]	 








 




			
	**	 	Sum of $40,000,000 and Carryover Amount from prior Fiscal Year.






EXHIBIT C-10








 





EXHIBIT D TO

CREDIT AND GUARANTY AGREEMENT




OPINIONS OF COUNSEL




See Execution Versions



EXHIBIT D-1









 





EXHIBIT E TO

CREDIT AND GUARANTY AGREEMENT




ASSIGNMENT AGREEMENT




     This ASSIGNMENT AGREEMENT (this “Agreement”), dated as of the Effective Date as set forth on
Schedule I annexed hereto (the “Effective Date”), by and between the parties signatory hereto and
designated as Assignor (“Assignor”) and Assignee (“Assignee”).



RECITALS:




     WHEREAS, Assignor is party to that certain Credit and Guaranty Agreement, dated as of May 16,
2005 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and
among VICAR OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of
Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS
L.P., as Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK,
N.A., as Joint Lead Arranger, Joint Bookrunner and Administrative Agent; and



     WHEREAS, Assignor desires to sell and assign to Assignee, and Assignee desires to purchase
and assume from Assignor, certain rights and obligations of Assignor under the Credit Agreement.



     NOW, THEREFORE, in consideration of the agreements and covenants herein contained and for
such other valuable consideration the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Assignment and Assumption. (a) Subject to the terms and conditions hereof, as of
the Effective Date, Assignor sells and assigns to Assignee, without recourse, representation or
warranty (except as expressly set forth herein), and Assignee purchases and assumes from Assignor,
the percentage interest specified on Schedule I, which is determined as a percentage of the
aggregate amount of all Term Loan Commitments, New Term Loan Commitments, Revolving Commitments
and outstanding Loans, in all of the rights and obligations with respect to the Term Loan
Commitments, New Term Loan Commitments, Revolving Commitments and outstanding Loans arising under
the Credit Agreement and the other Credit Documents (the “Assigned Share”).



          (b) Upon the occurrence of the Effective Date: the Assignee shall have the rights and
obligations of a “Lender” to the extent of the Assigned Share and shall thereafter be a party to
the Credit Agreement and a “Lender” for all purposes of the Credit Documents; Assignor shall, to
the extent of the Assigned Share, relinquish its rights (other than any rights which survive the
termination of the Credit Agreement under Section 10.8 thereof) and be released from its
obligations under the Credit Agreement; and the Commitments shall be








EXHIBIT E-1









 







modified to reflect the Commitments of Assignee and the remaining Commitments of Assignor, if any.




          (c) From and after the Effective Date, Administrative Agent shall make all payments under the
Credit Agreement in respect of the Assigned Share (i) in the case of any interest and fees that
shall have accrued prior to the Settlement Date, to Assignor, and (ii) in all other cases, to
Assignee; provided, Assignor and Assignee shall make payments directly to each other to the extent
necessary to effect any appropriate adjustments in any amounts distributed to Assignor and/or
Assignee by Administrative Agent under the Credit Documents in respect of the Assigned Share in the
event that, for any reason whatsoever, the payment of the applicable consideration for this
Assignment (the “Purchase Price”) occurs on a date other than the Settlement Date as set forth on
Schedule I annexed hereto (the “Settlement Date”).




     Section 2. Effective Date. Notwithstanding anything herein to the contrary, the Effective
Date shall not be deemed to have occurred until each of the following conditions are satisfied, as
determined in the reasonable judgment of each of Assignor, Assignee and Administrative Agent: the
execution of a counterpart hereof by each of Assignor and Assignee; the payment of the Purchase
Price on the Settlement Date; if applicable, the receipt by Administrative Agent of the processing
and recordation fee referred to in Section 10.6 of the Credit Agreement; in the event Assignee is
a Non-US Lender, the delivery by Assignee to Administrative Agent of such forms, certificates or
other evidence with respect to United States federal income tax withholding matters as Assignee
may be required to deliver to Administrative Agent pursuant to Section 2.19(c) of the Credit
Agreement; the receipt by Administrative Agent of originals or telefacsimiles of executed
counterparts hereof (including any consents thereto required pursuant to Section 10.6(c)(ii) of
the Credit Agreement); and the recordation by Administrative Agent in the Register of the
pertinent information regarding this Assignment pursuant to Section 10.6 of the Credit Agreement.



     Section 3. Certain Representations, Warranties and Agreements. Assignor represents and
warrants to Assignee that Assignor is the legal and beneficial owner of the Assigned Share, free
and clear of any adverse claim.



          (a) Assignee represents and warrants to Assignor that (i) Assignee is an Eligible Assignee
and that it has experience and expertise in the making or purchasing of loans such as the Loans;
(ii) it has acquired the Assigned Share for its own account in the ordinary course of its business
and without a view to distribution of the Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject to the provisions
of Section 10.6 of the Credit Agreement, the disposition of the Assigned Share or any interests
therein shall at all times remain within its exclusive control); (iii) it has received, reviewed
and approved a copy of the Credit Agreement (including all Appendices, Schedules and Exhibits
thereto); and (iv) it has received from Assignor such financial information regarding Company and
its Subsidiaries as is available to Assignor and as Assignee has requested, that it has made its
own independent investigation of the financial condition and affairs of Company and its
Subsidiaries in connection with the assignment evidenced by this Agreement, and that it has made
and shall continue to make its own appraisal of the








EXHIBIT E-2









 







creditworthiness of Company and its Subsidiaries. Assignor shall have no duty or responsibility,
either initially or on a continuing basis, to make any such investigation or any such appraisal on
behalf of Assignee or to provide Assignee with any other credit or other information with respect
thereto, whether coming into its possession before the making of the initial Loans or at any time
or times thereafter, and Assignor shall not have any responsibility with respect to the accuracy of
or the completeness of any information provided to Assignee.




          (b) Each party to this Agreement represents and warrants to the other party hereto that it
has full power and authority to enter into this Agreement and to perform its obligations hereunder
in accordance with the provisions hereof, that this Agreement has been duly authorized, executed
and delivered by such party and that this Agreement constitutes a legal, valid and binding
obligation of such party, enforceable against such party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally and by general principles of equity.




          (c) Assignor shall not be responsible to Assignee for the execution, effectiveness,
genuineness, validity, enforceability, collectability or sufficiency of any of the Credit
Documents or for any representations, warranties, recitals or statements made therein or made in
any written or oral statements or in any financial or other statements, instruments, reports or
certificates or any other documents furnished or made by Assignor to Assignee or by or on behalf
of Company or any of its Subsidiaries to Assignor or Assignee in connection with the Credit
Documents and the transactions contemplated thereby or for the financial condition or business
affairs of Company or any other Person liable for the payment of any Obligations, nor shall
Assignor be required to ascertain or inquire as to the performance or observance of any of the
terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or
as to the use of the proceeds of the Loans or as to the existence or possible existence of any
Event of Default or Default.




     Section 4. Miscellaneous. Assignor and Assignee each agrees from time to time, upon request
of such other party, to take such additional actions and to execute and deliver such additional
documents and instruments as such other party may reasonably request to effect the transactions
contemplated by, and to carry out the intent of, this Agreement. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated, except by an instrument in writing
signed by the party (including, if applicable, any party required to evidence its consent to or
acceptance of this Agreement) against whom enforcement of such change, waiver, discharge or
termination is sought. Any notice or other communication herein required or permitted to be given
shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the
notice address of Assignor and Assignee shall be the addresses as set forth on Schedule I hereof.
In case any provision in or obligation under this Agreement 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. This Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective successors and assigns. This Agreement
may be executed in one or more counterparts and by different parties hereto in



EXHIBIT E-3









 




separate 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; signature
pages may be detached from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.




     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING, WITHOUT LIMITATION, SECTION 5-1404 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.



[Remainder of page intentionally left blank]



EXHIBIT E-4









 





     IN WITNESS WHEREOF, the parties hereto have caused their respective officers thereunto duly
authorized to execute and deliver this Agreement as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	[NAME OF ASSIGNOR],

Assignor	 	 	 	[NAME OF ASSIGNEE],

Assignee	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[*Consented to as of the Effective Date:	 	 	 	[*Consented to as of the Effective Date:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VICAR OPERATING, INC.,
as Company	 	 	 	WELLS FARGO BANK, N.A., as
Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	*Only if required pursuant to
Section 10.6(c)(ii) of the Credit
Agreement.]	 	 	 	*Only if required pursuant to
Section 10.6(c)(ii) of the Credit
Agreement.]	 	 






EXHIBIT E-5









 






SCHEDULE I TO

ASSIGNMENT AGREEMENT



1. Effective Date: [mm/dd/yy]



1. Settlement Date: [mm/dd/yy]



1. Assigned Share:




	 	 	 	 	 	 	 	 	 
	 	 	Percentage	 	 	Principal Amount	 
	Term Loan Commitments:
	 	 	___.____%	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	Term Loans (other than
New Term Loans):
	 	 	___.____%	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	New Term Loan Commitment
(Series):
	 	 	___.____%	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	New Term Loan (Series):
	 	 	___.____%	 	 	$	 	 
	 
	 	 	 	 	 	 	 
	Revolving Commitments:
	 	 	___.____%	 	 	$	 	 
	 
	 	 	 	 	 	 	 





EXHIBIT E-6









 






1. Notice and Wire Instructions:




	 	 	 	 	 	 	 	 	 	 	 

	[NAME OF ASSIGNOR]	 	 	 	[NAME OF ASSIGNEE]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Notices:

	 	 	 	 	 	Notices:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Attention:
	 	 	 	 	 	Attention:	 	 
	 

	 	Telecopier:
	 	 	 	 	 	Telecopier:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	with a copy to:	 	 	 	with a copy to:	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Attention:
	 	 	 	 	 	Attention:	 	 
	 

	 	Telecopier:
	 	 	 	 	 	Telecopier:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Wire Instructions:	 	 	 	Wire Instructions:	 	 






EXHIBIT E-7









 





EXHIBIT F TO

CREDIT AND GUARANTY AGREEMENT




CERTIFICATE RE NON-BANK STATUS




     Reference is made to the Credit and Guaranty Agreement, dated as of May 16, 2005 (as it may be
amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among VICAR OPERATING,
INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent. Pursuant to Section 2.19(c) of the
Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person
described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended.



	 	 	 	 	 
	 	[NAME OF LENDER]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




EXHIBIT F-1











 





EXHIBIT G TO

CREDIT AND GUARANTY AGREEMENT




CLOSING DATE CERTIFICATE




     THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:



     1. We are, respectively, the chief executive officer and the chief financial officer of VCA
ANTECH, INC., a Delaware corporation (“Holdings”) VICAR OPERATING, INC., a Delaware corporation
(“Company”).



     1. Pursuant to Sections 2.1 and 2.2 of the Credit and Guaranty Agreement, dated as of May 16,
2005 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and
among VICAR OPERATING, INC. (“Company”), VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of
Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS
L.P., as Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK,
N.A., as Joint Lead Arranger, Joint Bookrunner and Administrative Agent, Company requests that
Lenders make the following Loans to Company on the Closing Date in accordance with Section 2.4 of
the Credit Agreement:



	 	 	 

	 
	 	 
	(a)      Term Loans:

	 	
$[       ,       ,       ]
	 
	 	 
	(b)      Revolving Loans:

	 	
$[       ,       ,       ]






     1. We have reviewed the terms of Sections 3 and 4 of the Credit Agreement and the
definitions and provisions contained in such Credit Agreement relating thereto, and in our
opinion we have made, or have caused to be made under our supervision, such examination or
investigation as is necessary to enable us to express an informed opinion as to the matters
referred to herein.



     2. Based upon our review and examination described in paragraph (3) above, we certify,
on behalf of Company, that as of the date hereof:




          (a) with respect to any Revolving Loan, after making any such Loan requested on the
Closing Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving
Commitments then in effect;




          (b) as of the Closing Date, the representations and warranties contained in each of
the Credit Documents are true, correct and complete in all respects on and as of the
Closing Date to the same extent as though made on and as of such 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;



EXHIBIT G-1









 






          (c) as of the Closing Date, no injunction or other restraining order shall have been
issued and no hearing to cause an injunction or other restraining order to be issued shall
be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or
otherwise prevent the consummation of, or to recover any damages or obtain relief as a
result of, the borrowing contemplated hereby; and




          (d) as of the Closing Date, no event has occurred and is continuing or would result
from the consummation of the borrowing contemplated hereby that would constitute an Event of
Default or a Default.



     3. Each Credit Party has requested Akin Gump Strauss Hauer Feld LLP to deliver to Agents and
Lenders on the Closing Date favorable written opinions setting forth substantially the matters in
the opinions designated in Exhibit D annexed to the Credit Agreement, and as to such other matters
as Syndication Agent and Administrative Agent may reasonably request.



     4. Company has previously delivered to Syndication Agent and Administrative Agent, true,
complete and correct copies of the Historical Financial Statements, (b) pro forma consolidated
balance sheets of Holdings and its Subsidiaries for the Fiscal Year ended December 31, 2004 and
with respect to the most recently ended Fiscal Quarter and month, and reflecting the consummation
of acquisitions and divestitures occurring during such periods and any other recent or pending
acquisitions or divestitures as of the beginning of such periods, the related financings and the
other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date,
and (c) the Projections.



[Remainder of page intentionally left blank]







EXHIBIT G-2









 







     The foregoing certifications are made and delivered as of May 16, 2005.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Title: Chief Executive Officer  	 



	 	 	 	 	 
	 	
 	 
	 	Title: Chief Financial Officer 	 
	 	 	 



EXHIBIT G-3









 





EXHIBIT H TO

CREDIT AND GUARANTY AGREEMENT




COUNTERPART AGREEMENT





     This COUNTERPART AGREEMENT, dated [mm/dd/yy] (this “Counterpart Agreement”) is delivered
pursuant to that certain Credit and Guaranty Agreement, dated as of May 16, 2005 (as it may be
amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and
not otherwise defined herein being used herein as therein defined), by and among VICAR OPERATING,
INC. (“Company”), VETERINARY VCA ANTECH, INC., (“Holdings”) and certain Subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent.




	 	 	Section 1. Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:





          (a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that
by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit
Agreement and agrees to be bound by all of the terms thereof;




          (b) represents and warrants that each of the representations and warranties set forth in the
Credit Agreement and each other Credit Document and applicable to the undersigned is true and
correct both before and after giving effect to this Counterpart Agreement, except to the extent
that any such representation and warranty relates solely to any earlier date, in which case such
representation and warranty is true and correct as of such earlier date;




          (c) agrees, subject to the provisions of Section 7.2 of the Credit Agreement, to irrevocably
and unconditionally guaranty the due and punctual payment in full of all Obligations when the same
shall become due, whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance
with Section 7 of the Credit Agreement; and




          (d) (i) agrees that this counterpart may be attached to the Pledge and Security Agreement,
dated as of May 16, 2005 (as it may be amended, supplemented or otherwise modified from time to
time, the “Pledge and Security Agreement”) among Company, each of the other Guarantors party
thereto and the Collateral Agent (as such term is defined in the Credit Agreement), (ii) agrees
that the undersigned will comply with all the terms and conditions of the Pledge and Security
Agreement as if it were an original signatory thereto, (iii) in accordance with the Pledge and
Security Agreement, grants to Collateral Agent a security interest in all of the undersigned’s
right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and
Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which
the undersigned now has or hereafter acquires an interest and wherever the same may be located and
(iv) delivers to Collateral Agent supplements with respect to






EXHIBIT H-1









 







information relating to the undersigned to all schedules attached to the Pledge and Security
Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject
to each of the terms and conditions of the Pledge and Security Agreement.




     Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to
take such additional actions and to execute and deliver such additional documents and instruments
as Administrative Agent may request to effect the transactions contemplated by, and to carry out
the intent of, this Agreement. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the party (including, if
applicable, any party required to evidence its consent to or acceptance of this Agreement) against
whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other
communication herein required or permitted to be given shall be given in pursuant to Section 10.1
of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall
be the address as set forth on the signature page hereof. In case any provision in or obligation
under this Agreement 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.



     THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1404 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF.



EXHIBIT H-2









 





     IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed
and delivered by its duly authorized officer as of the date above first written.



	 	 	 	 	 
	 	[NAME OF SUBSIDIARY]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Address for Notices:



                                                            



                                                            



                                                            



Attention:



Telecopier




with a copy to:



                                                            



                                                            



                                                            



Attention:



Telecopier




ACKNOWLEDGED AND ACCEPTED,

as of the date above first written:




	 	 	 	 	 
	WELLS FARGO BANK, N.A.,

as Administrative Agent

 	 	 
	By: 	
 	 	 
	 	Name:  	 	 
	 	Title:  	 	 



EXHIBIT H-3









 






	 	 	 	 	 



EXHIBIT I TO

CREDIT AND GUARANTY AGREEMENT




PLEDGE AND SECURITY AGREEMENT




See Execution Version



EXHIBIT I-1









 





EXECUTION




PLEDGE AND SECURITY AGREEMENT




dated as of May 16, 2005



between



EACH OF THE GRANTORS PARTY HERETO



and



WELLS FARGO BANK, N.A.,

as the Collateral Agent



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 1. DEFINITIONS; GRANT OF SECURITY
	 	 	1	 
	1.1. General Definitions
	 	 	1	 
	1.2. Definitions; Interpretation
	 	 	8	 
	1.3. Grant of Security
	 	 	8	 
	1.4. Certain Limited Exclusions
	 	 	10	 
	 
	 	 	 	 
	SECTION 2. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE
	 	 	10	 
	2.1. Security for Obligations
	 	 	10	 
	2.2. Grantors Remain Liable
	 	 	10	 
	 
	 	 	 	 
	SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS
	 	 	11	 
	3.1. Generally
	 	 	11	 
	3.2. Equipment and Inventory
	 	 	14	 
	3.3. Receivables
	 	 	16	 
	3.4. Investment Related Property
	 	 	18	 
	3.5. Material Contracts
	 	 	24	 
	3.6. Letter of Credit Rights
	 	 	26	 
	3.7. Intellectual Property
	 	 	26	 
	 
	 	 	 	 
	SECTION 4. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS
	 	 	30	 
	4.1. Access; Right of Inspection
	 	 	30	 
	4.2. Further Assurances
	 	 	31	 
	4.3. Additional Grantors
	 	 	32	 
	 
	 	 	 	 
	SECTION 5. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT
	 	 	33	 
	5.1. Power of Attorney.
	 	 	33	 
	5.2. No Duty on the Part of Collateral Agent or Secured Parties
	 	 	34	 
	 
	 	 	 	 
	SECTION 6. REMEDIES
	 	 	34	 
	6.1. Generally
	 	 	34	 
	6.2. Investment Related Property
	 	 	36	 
	6.3. Intellectual Property
	 	 	36	 
	6.4. Cash Proceeds
	 	 	38	 
	6.5. Application of Proceeds
	 	 	39	 
	 
	 	 	 	 
	SECTION 7. COLLATERAL AGENT
	 	 	39	 
	 
	 	 	 	 
	SECTION 8. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS
	 	 	40	 
	 
	 	 	 	 
	SECTION 9. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM
	 	 	41	 






i









 






	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	SECTION 10. INDEMNITY AND EXPENSES
	 	 	41	 
	 
	 	 	 	 
	SECTION 11. MISCELLANEOUS
	 	 	42	 






ii









 






	 	 	 	 	 

	SCHEDULE 3.1

	 	—
	 	(A) FULL LEGAL NAME/ CHIEF EXECUTIVE OFFICE
	 

	 	 	 	(B) JURISDICTION OF ORGANIZATION
	 

	 	 	 	(C) OTHER NAMES
	 

	 	 	 	(D) FINANCING STATEMENTS
	SCHEDULE 3.2

	 	—
	 	LOCATION OF EQUIPMENT AND INVENTORY
	SCHEDULE 3.4

	 	—
	 	INVESTMENT RELATED PROPERTY
	SCHEDULE 3.5

	 	—
	 	DESCRIPTION OF MATERIAL CONTRACT
	SCHEDULE 3.6

	 	—
	 	DESCRIPTION OF LETTERS OF CREDIT
	SCHEDULE 3.7

	 	—
	 	INTELLECTUAL PROPERTY
	SCHEDULE 3.8

	 	—
	 	COMMERCIAL TORT CLAIMS






EXHIBIT A  — PLEDGE SUPPLEMENT




EXHIBIT B  — UNCERTIFICATED SECURITIES CONTROL AGREEMENT




EXHIBIT C  — SECURITIES ACCOUNT CONTROL AGREEMENT




EXHIBIT D  — DEPOSIT ACCOUNT CONTROL AGREEMENT




EXHIBIT E  — UCC QUESTIONNAIRE





iii











 





     This PLEDGE AND SECURITY AGREEMENT, dated as of May 16, 2005 (this “Agreement”), between
EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as
herein defined) (each, a “Grantor”), and Wells Fargo Bank, N.A., as collateral agent for the
Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral
Agent”).



RECITALS:




     WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the
date hereof (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”), by
and among VICAR OPERATING, INC. (“Company”), VCA ANTECH, INC. (“Holdings”) and certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS
CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner and Sole Syndication Agent, and
WELLS FARGO BANK, N.A., as Joint Lead Arranger, Joint Bookrunner, Administrative Agent and
Collateral Agent.



     WHEREAS, subject to the terms and conditions of the Credit Agreement, certain Grantors may
enter into one or more Hedge Agreements with one or more Lender Counterparties;



     WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders and
Lender Counterparties as set forth in the Credit Agreement and the Hedge Agreements, respectively,
each Grantor has agreed, subject to the terms and conditions hereof, each other Credit Document and
each of the Hedge Agreements, to secure such Grantor’s obligations under the Credit Documents and
the Hedge Agreements as set forth herein; and



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, each Grantor and the Collateral Agent agree as follows:



SECTION 1. DEFINITIONS; GRANT OF SECURITY.




          1.1. General Definitions. In this Agreement, the following terms shall have the following
meanings:




          “Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting
Obligation related thereto.




          “Accounts” shall mean (i) all “accounts” as defined in Article 9 of the UCC and (ii) all
Health-Care-Insurance Receivables.




          “Additional Grantors” shall have the meaning assigned in Section 4.3.




          “Agreement” shall have the meaning set forth in the preamble.





 









 








          “Assigned Agreements” shall mean all agreements and contracts to which such Grantor is a
party as of the date hereof, including, without limitation, each Material Contract, or to which
such Grantor becomes a party after the date hereof, as each such agreement may be amended,
supplemented or otherwise modified from time to time.




          “Cash Proceeds” shall have the meaning assigned in Section 6.4.




          “Chattel Paper” shall mean all “chattel paper” as defined in Article 9 of the UCC.




          “Collateral” shall have the meaning assigned in Section 1.3.




          “Collateral Agent” shall have the meaning set forth in the preamble.




          “Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer
lists, blueprints, technical specifications, manuals, computer software, computer printouts,
tapes, disks and related data processing software and similar items that at any time evidence or
contain information relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.




          “Collateral Support” shall mean all property (real or personal) assigned, hypothecated or
otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.




          “Commercial Tort Claims” shall mean all “commercial tort claims” as defined in Revised
Article 9 of the UCC, including, without limitation, all commercial tort claims listed on Schedule
3.8 (as such schedule may be amended or supplemented from time to time).




          “Commodities Accounts” (i) shall mean all “commodity accounts” as defined in Article 9 of the
UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3.4 under
the heading “Commodities Accounts” (as such schedule may be amended or supplemented from time to
time).




          “Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in
the United States Internal Revenue Code of 1986, as amended from time to time.




          “Copyright Licenses” shall mean any and all agreements providing for the granting of any
right in or to Copyrights (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 3.7(B) (as such schedule may be amended
or supplemented from time to time).




          “Copyrights” shall mean all United States, state and foreign copyrights, all mask works fixed
in semi-conductor chip products (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether
registered or unregistered, now or hereafter in force throughout the





2









 







world, all registrations and applications therefor including, without limitation, the
registrations and applications referred to in Schedule 3.7(A) (as such schedule may be amended or
supplemented from time to time), all rights corresponding thereto throughout the world, all
extensions and renewals of any thereof, the right to sue for past, present and future
infringements of any of the foregoing, and all proceeds of the foregoing, including, without
limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.




          “Credit Agreement” shall have the meaning set forth in the preamble.




          “Deposit Accounts” (i) shall mean all “deposit accounts” as defined in Article 9 of the UCC
and (ii) shall include, without limitation, all of the accounts listed on Schedule 3.4 under the
heading “Deposit Accounts” (as such schedule may be amended or supplemented from time to time).




          “Documents” shall mean all “documents” as defined in Article 9 of the UCC.




          “Equipment” shall mean: (i) all “equipment” as defined in Article 9 the UCC, (ii) all
machinery, manufacturing equipment, data processing equipment, computers, office equipment,
furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and (iii) all accessions or additions thereto, all parts
thereof, whether or not at any time of determination incorporated or installed therein or attached
thereto, and all replacements therefor, wherever located, now or hereafter existing, including any
fixtures.




          “General Intangibles” (i) shall mean all “general intangibles” as defined in Article 9 of the
UCC and (ii) shall include, without limitation, all interest rate or currency protection or
hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations, all
Assigned Agreements, all Intellectual Property and all Payment Intangibles (in each case,
regardless of whether characterized as general intangibles under the UCC).




          “Goods” (i) shall mean all “goods” as defined in Article 9 of the UCC and (ii) shall include,
without limitation, all Inventory and Equipment and any computer program embedded in the goods and
any supporting information provided in connection with such program if (x) the program is
associated with the goods in such a manner that is customarily considered part of the goods or (y)
by becoming the owner of the goods, a Person acquires a right to use the program in connection
with the goods (in each case, regardless of whether characterized as goods under the UCC).




          “Health-Care-Insurance Receivable” shall mean all “health-care-insurance-receivable” as
defined in Article 9 of the UCC.




          “Indemnitee” shall mean the Collateral Agent, and its officers, partners, directors,
trustees, employees, agents and Affiliates.









3









 








          “Instruments” shall mean all “instruments” as defined in Article 9 of the UCC.




          “Insurance” shall mean: (i) all insurance policies covering any or all of the Collateral
(regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life
insurance policies.




          “Intellectual Property” shall mean, collectively, the Copyrights, the Copyright Licenses, the
Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets, and the
Trade Secret Licenses.




          “Inventory” shall mean: (i) all “inventory” as defined in the UCC and (ii) all goods held for
sale or lease or to be furnished under contracts of service or so leased or furnished, all raw
materials, work in process, finished goods, and materials used or consumed in the manufacture,
packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or
otherwise used or consumed in any Grantor’s business; all goods in which any Grantor has an
interest in mass or a joint or other interest or right of any kind; and all goods which are
returned to or repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether characterized as
inventory under the UCC).




          “Investment Related Property” shall mean: (i) all “investment property” (as such term is
defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as
investment property under the UCC); all Pledged Equity Interests, Pledged Debt, Securities
Accounts, Commodities Accounts, Deposit Accounts and certificates of deposit.




          “Letter of Credit Right” shall mean “letter-of-credit-right” as defined in Article 9 of the
UCC.




          “Money” shall mean “money” as defined in the UCC.




          “Non-Assignable Contract” shall have the meaning assigned in Section 3.5.




          “Patent Licenses” shall mean all agreements providing for the granting of any right in or to
Patents (whether such Grantor is licensee or licensor thereunder) including, without limitation,
each agreement referred to in Schedule 3.7(D) (as such schedule may be amended or supplemented from
time to time).




          “Patents” shall mean all United States, state and foreign patents and applications for letters
patent throughout the world, including, but not limited to each patent and patent application
referred to in Schedule 3.7(C) (as such schedule may be amended or supplemented from time to time),
all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations of any of the foregoing, all rights corresponding thereto throughout the world, and
all proceeds of the foregoing including, without limitation, licenses, royalties, in-





4









 







come, payments, claims, damages, and proceeds of suit and the right to sue for past, present and
future infringements of any of the foregoing.




          “Payment Intangible” shall mean all “payment intangibles” as defined in Article 9 of the UCC.




          “Permitted Sale” shall mean those sales, transfers or assignments permitted by Section 6 of
the Credit Agreement.




          “Pledged Debt” shall mean all Indebtedness for money owed to such Grantor, including, without
limitation, all Indebtedness described on Schedule 3.4 under the heading “Pledged Debt” (as such
schedule may be amended or supplemented from time to time), issued by the obligors named therein,
the instruments evidencing such Indebtedness, and all interest, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such Indebtedness.




          “Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged
Partnership Interests and Pledged Trust Interests.




          “Pledged LLC Interests” shall mean all interests owned by such Grantor in any limited
liability company including, without limitation, all limited liability company interests listed on
Schedule 3.4 under the heading “Pledged LLC Interests” (as such schedule may be amended or
supplemented from time to time) and the certificates, if any, representing such limited liability
company interests and any interest of such Grantor in the entries on the books and records of such
limited liability company or on the books and records of any securities intermediary pertaining to
such interest and all dividends, distributions, cash, warrants, rights, options, instruments,
securities and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such limited liability company
interests.




          “Pledged Partnership Interests” shall mean all interests owned by such Grantor in any general
partnership, limited partnership, limited liability partnership or other partnership including,
without limitation, all partnership interests listed on Schedule 3.4 under the heading “Pledged
Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the
certificates, if any, representing such partnership interests and any interest of such Grantor in
the entries on the books and records of such partnership or on the books and records of any
securities intermediary pertaining to such interest and all dividends, distributions, cash,
warrants, rights, options, instruments, securities and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such
partnership interests.




          “Pledged Stock” shall mean all shares of capital stock owned by such Grantor, including,
without limitation, all shares of capital stock described on Schedule 3.4 under the heading
“Pledged Stock” (as such schedule may be amended or supplemented from time to




5









 







time), and the certificates, if any, representing such shares and any interest of such Grantor in
the entries on the books of the issuer of such shares or on the books of any securities
intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights,
options, instruments, securities and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of such shares.




          “Pledge Supplement” shall mean any supplement to this agreement in substantially the form of
Exhibit A.




          “Pledged Trust Interests” shall mean all interests owned by such Grantor in a Delaware
business trust or other trust including, without limitation, all trust interests listed on
Schedule 3.4 under the heading “Pledged Trust Interests” (as such schedule may be amended or
supplemented from time to time) and the certificates, if any, representing such trust interests
and any interest of such Grantor in the entries on the books and records of such trust or on the
books and records of any securities intermediary pertaining to such interest and all dividends,
distributions, cash, warrants, rights, options, instruments, securities and other property or
proceeds from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such trust interests.




          “Proceeds” shall mean: (i) all “proceeds” as defined in Article 9 of the UCC, (ii) payments
or distributions made with respect to any Investment Related Property and (iii) whatever is
receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise
disposed of, whether such disposition is voluntary or involuntary.




          “Receivables” shall mean all rights to payment, whether or not earned by performance, for
goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights constituting or
evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related
Property, together with all of Grantor’s rights, if any, in any goods or other property giving
rise to such right to payment and all Collateral Support and Supporting Obligations related
thereto and all Receivables Records.




          “Receivables Records” shall mean (i) all original copies of all documents, instruments or
other writings or electronic records or other Records evidencing the Receivables, (ii) all books,
correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers
relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer
discs, computer runs, record keeping systems and other papers and documents relating to the
Receivables, whether in the possession or under the control of Grantor or any computer bureau or
agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of
financing statements and the registration of other instruments in connection therewith, and
amendments, supplements or other modifications thereto, notices to other creditors or secured
parties, and certificates, acknowledgments, or other writings, including, without limitation, lien
search reports, from filing or other registration officers, (iv) all credit






6









 







information, reports and memoranda relating thereto and (v) all other written or non-written forms
of information related in any way to the foregoing or any Receivable.




          “Record” shall have the meaning specified in Article 9 of the UCC.




          “Requisite Obligees” shall have the meaning assigned in Section 7.




          “Secured Obligations” shall have the meaning assigned in Section 2.1.




          “Secured Parties” means the Agents, the Lenders and the Lender Counterparties and shall
include, without limitation, all former Agents, Lenders and Lender Counterparties to the extent
that any Obligations owing to such Persons were incurred while such Persons were Agents, Lenders
or Lender Counterparties and such Obligations have not been paid or satisfied in full.




          “Securities Accounts” (i) shall mean all “securities accounts” as defined in Article 8 of the
UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 3.4 under
the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to
time).




          “Supporting Obligation” shall mean all “supporting obligations” as defined in Article 9 of
the UCC.




          “Trademark Licenses” shall mean any and all agreements providing for the granting of any
right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 3.7(F) (as such schedule may be amended
or supplemented from time to time).




          “Trademarks” shall mean all United States, state and foreign trademarks, trade names,
corporate names, company names, business names, fictitious business names, internet domain names,
trade styles, service marks, certification marks, collective marks, logos, other source or
business identifiers, designs and general intangibles of a like nature, all registrations and
applications for any of the foregoing including, but not limited to the registrations and
applications referred to in Schedule 3.7(E) (as such schedule may be amended or supplemented from
time to time), all extensions or renewals of any of the foregoing, all of the goodwill of the
business connected with the use of and symbolized by the foregoing, the right to sue for past,
present and future infringement or dilution of any of the foregoing or for any injury to goodwill,
and all proceeds of the foregoing, including, without limitation, licenses, royalties, income,
payments, claims, damages, and proceeds of suit.




          “Trade Secret Licenses” shall mean any and all agreements providing for the granting of any
right in or to Trade Secrets (whether such Grantor is licensee or licensor thereunder) including,
without limitation, each agreement referred to in Schedule 3.7(G) (as such schedule may be amended
or supplemented from time to time).




7









 








          “Trade Secrets” shall mean all trade secrets and all other confidential or proprietary
information and know-how now or hereafter owned or used in, or contemplated at any time for use
in, the business of such Grantor, whether or not such Trade Secret has been reduced to a writing
or other tangible form, including all documents and things embodying, incorporating, or referring
in any way to such Trade Secret, the right to sue for past, present and future infringement of any
Trade Secret, and all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.




          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of
New York or, when the context implies, the Uniform Commercial Code as in effect from time to time
in any other applicable jurisdiction.




          “UCC Questionnaire” shall mean the UCC Questionnaire dated the date hereof and delivered by
the Grantors to the Collateral Agent, a copy of which is attached hereto as Exhibit E.




     1.2. Definitions; Interpretation. All other capitalized terms used herein (including the
preamble and recitals hereto) and not otherwise defined herein shall have the meanings
ascribed
thereto in the Credit Agreement or, if not defined therein, in the UCC. References to
“Sections”,
“Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be,
of
this Agreement unless otherwise specifically provided. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect. The rules of construction
set forth in Section 1.3 of the Credit Agreement shall be applicable to this Agreement mutatis
mutandis. If any conflict or inconsistency exists between this Agreement and the Credit
Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC
shall include all successor provisions under any subsequent version or amendment to any
Article
of the UCC.



     1.3. Grant of Security. Each Grantor hereby grants to the Collateral Agent a security
interest and continuing lien on all of such Grantor’s right, title and interest in, to and
under the
following, in each case whether now owned or existing or hereafter acquired or arising and
wherever located (all of which being hereinafter collectively referred to as the
“Collateral”):



          (a) Accounts;




          (b) Chattel Paper;




          (c) Documents;




          (d) General Intangibles;




8









 








          (e) Goods;




          (f) Instruments;




          (g) Insurance;




          (h) Intellectual Property;




          (i) Investment Related Property;




          (j) Letter of Credit Rights;




          (k) Money;




          (1) Receivables and Receivable Records;




          (m) Commercial Tort Claims;




          (n) Deposit Accounts and Securities Accounts;




          (o) to the extent not otherwise included above, all Collateral Records,
Collateral Support and Supporting Obligations relating to any of the foregoing; and




          (p) to the extent not otherwise included above, all Proceeds, products,
accessions, rents and profits of or in respect of any of the foregoing.



1.4. Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall
the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any
lease, license, contract, property rights or agreement to which any Grantor is a party or any of
its rights or interests thereunder if and for so long as the grant of such security interest shall
constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title
or interest of any Grantor therein or (ii) in a breach or termination pursuant to the terms of, or
a default under, any such lease, license, contract, property rights or agreement (other than to the
extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or
9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any
other applicable law (including the Bankruptcy Code) or principles of equity), provided however
that the Collateral shall include and such security interest shall attach immediately at such time
as the condition causing such abandonment, invalidation or unenforceability shall be remedied and
to the extent severable, shall attach immediately to any portion of such lease, license, contract,
property rights or agreement that does not result in any of the consequences specified in (i) or
(ii) above; or (b) in any of the outstanding capital stock of a Controlled Foreign Corporation in
excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign
Corporation entitled to vote; provided that immediately upon the amendment of the United States
Internal Revenue Code of 1986, as amended from time to time, to allow the





9









 







pledge of a greater percentage of the voting power of capital stock in a Controlled Foreign
Corporation without adverse tax consequences, the Collateral shall include, and the security
interest granted by each Grantor shall attach to, such greater percentage of capital stock of each
Controlled Foreign Corporation.




SECTION 2. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.




     2.1. Security for Obligations. This Agreement secures, and the Collateral is collateral
security for, the prompt and complete payment and performance in full when due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) and any successor provision thereof), of all
Obligations with respect to any Grantor (the “Secured Obligations”).



     2.2. Grantors Remain Liable. (a) Anything contained herein to the contrary
notwithstanding:




     (i) each Grantor shall remain liable under any partnership agreement or limited
liability company agreement relating to any Pledged Partnership Interest or Pledged LLC
Interest, any Assigned Agreement and/or any other contracts and agreements included in the
Collateral, to the extent set forth therein, to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed;




     (ii) the exercise by the Collateral Agent of any of its rights hereunder shall not
release any Grantor from any of its duties or obligations under the contracts and
agreements included in the Collateral; and




     (iii) neither the Collateral Agent nor any Lender nor Lender Counterparty shall have
any obligation or liability under any partnership agreement or limited liability company
agreement relating to any Pledged Partnership Interests or Pledged LLC Interests, any
Assigned Agreement or any other contracts and agreements included in the Collateral by
reason of this Agreement, nor shall the Collateral Agent, any Lender or any Lender
Counterparty be obligated to perform any of the obligations or duties of any Grantor
thereunder or to take any action to collect or enforce any claim for payment assigned
hereunder.



          (b) Neither the Collateral Agent, any Lender, any Lender Counterparty nor
any purchaser at a foreclosure sale under this Agreement shall be obligated to assume any
obligation or liability under any partnership agreement or limited liability company agreement
relating to any Pledged Partnership Interests or Pledged LLC Interests, any Assigned Agreement or
any other contracts and agreements included in the Collateral unless the Collateral Agent, any





10









 







Lender, any Lender Counterparty or any such purchaser otherwise expressly agrees in writing to
assume any or all of said obligations.




SECTION 3. REPRESENTATIONS AND WARRANTIES AND COVENANTS.




     3.1. Generally.



          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:





               (i) it owns the Collateral purported to be owned by it and otherwise has the rights it
purports to have in each item of Collateral and, as to all Collateral whether now existing
or hereafter acquired, will continue to own or have such rights in each item of the
Collateral, in each case free and clear of any and all Liens, rights or claims of all other
Persons other than Permitted Liens;




               (ii) upon the filing of all UCC financing statements and other filings delivered by
each Grantor, the security interests granted to the Collateral Agent hereunder constitute
valid and perfected First Priority Liens (subject only to Permitted Liens and to the rights
of the United States government (including any agency or department thereof) with respect to
United States government Receivables) on all of the Collateral;




               (iii) it has indicated on Schedule 3.1(A)(as such schedule may be amended or
supplemented from time to time): (w) the type of organization of such Grantor, (x) the
jurisdiction of organization of such Grantor, (y) its organizational identification number
and (z) the jurisdiction where the chief executive office or its sole place of business is
(or the principal residence if such Grantor is a natural person), and for the one-year
period preceding the date hereof has been, located;




               (iv) the full legal name of such Grantor is as set forth on Schedule 3.1(A) and it has
not in the last five (5) years and does not do business under any other name (including any
trade-name or fictitious business name) except for those names set forth on Schedule 3.1(C)
(as such schedule may be amended or supplemented from time to time);




               (v) such Grantor has not within the last five (5) years become bound (whether as a
result of merger or otherwise) as debtor under a security agreement entered into by another
Person, which has not heretofore been terminated;




               (vi) except for the filing of all UCC financing statements naming each Grantor as
“debtor” and the Collateral Agent as “secured party” and describing the Collateral in the
filing offices set forth opposite such Grantor’s name on Schedule 3.1(D)



11









 






hereof (as such schedule may be amended or supplemented from time to time) and all other filings
delivered by each Grantor, all actions and consents, including all filings, notices, registrations
and recordings necessary or desirable to create, perfect or ensure the First Priority (subject only
to Permitted Liens) of the security interests granted to the Collateral Agent hereunder or for the
exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or
the exercise of remedies in respect of the Collateral have been made or obtained;




               (vii) it has delivered to the Collateral Agent evidence and copies of all actions and
consents, including all filings, notices, registrations and recordings (including the filings
referred to in the immediately preceding clause (vi) above);




               (viii) other than the financing statements filed in favor of the Collateral Agent, no
effective UCC financing statement, fixture filing or other instrument similar in effect under any
applicable law covering all or any part of the Collateral is on file in any filing or recording
office except for (x) financing statements for which proper termination statements have been
delivered to the Collateral Agent for filing and (y) financing statements filed in connection with
Permitted Liens;




               (ix) no authorization, approval or other action by, and no notice to or filing with, any
Governmental Authority or regulatory body is required for either (i) the pledge or grant by any
Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii)
the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral
(whether specifically granted or created hereunder or created or provided for by applicable law),
except (A) for the filings contemplated by the immediately preceding clause (vi) above and (B) as
may be required, in connection with the disposition of any Investment Related Property, by laws
generally affecting the offering and sale of Securities;




               (x) all information supplied by any Grantor with respect to any of the Collateral (in each
case taken as a whole with respect to any particular Collateral) is accurate and complete in all
material respects; and




               (xi) such Grantor has been duly organized as an entity of the type as set forth opposite such
Grantor’s name on Schedule 3.1(A) solely under the laws of the jurisdiction as set forth opposite
such Grantor’s name on Schedule 3.1(A) and remains duly existing as such. Such Grantor has not
filed any certificates of domestication, transfer or continuance in any other jurisdiction.




     (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that:



12









 






               (i) it shall not produce, use or permit any Collateral to be used unlawfully or in violation
of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy
of insurance covering the Collateral;




               (ii) it shall not change such Grantor’s name, identity, corporate structure, sole place of
business, chief executive office, type of organization or jurisdiction of organization or establish
any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and
delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of
Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least thirty (30)
days prior to any such change or establishment, identifying such new proposed name, identity,
corporate structure, sole place of business, chief executive office, type of organization or
jurisdiction of organization or trade name and providing such other information in connection
therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or
advisable to maintain the continuous validity, perfection and the same or better priority of the
Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby;




               (iii) if the Collateral Agent or any Secured Party gives value to enable Grantor to acquire
rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor
further agrees that repayment of any Obligation shall apply on a “first-in, first-out” basis so
that the portion of the value used to acquire rights in any Collateral shall be paid in the
chronological order such Grantor acquired rights therein;




               (iv) it shall pay promptly when due all property and other taxes, assessments and
governmental charges or levies imposed upon, and all claims (including claims for labor, materials
and supplies) against, the Collateral, except to the extent the validity thereof is being
contested in good faith; provided, such Grantor shall in any event pay such taxes, assessments,
charges, levies or claims not later than five (5) days prior to the date of any proposed sale
under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of
the Collateral as a result of the failure to make such payment;




               (v) upon such Grantor or any officer of such Grantor obtaining knowledge thereof, it shall
promptly notify the Collateral Agent in writing of any event that would reasonably be expected to
materially and adversely affect the value of the Collateral or any material portion thereof, the
ability of any Grantor or the Collateral Agent to dispose of the Collateral or any material
portion thereof, or the rights and remedies of the Collateral Agent in relation thereto,
including, without limitation, the levy of any legal process against the Collateral or any
material portion thereof;




               (vi) it shall not take or permit any action which would reasonably be expected to materially
impair the Collateral Agent’s rights in the Collateral; and



13









 






               (vii) it shall not sell, transfer or assign (by operation of law or otherwise) any
Collateral except as Permitted Sales; provided, that so long as (1) no Event of Default
shall have occurred and is then continuing or would occur after giving effect to a
Permitted Sale and (2) to the extent required by Section 2.13(a) of the Credit Agreement,
the Net Asset Sale Proceeds with respect to such Permitted Sale are used as set forth in
such Section 2.13(a) contemporaneously with such Permitted Sale, the Collateral Agent shall
release the Lien hereof encumbering the Collateral that is the subject of such Permitted
Sale. The Collateral Agent shall execute each and every appropriate financing statement
and/or recording document reasonably requested by any Grantor in connection with the
foregoing. Any expense or cost incurred by the Collateral Agent in connection with any such
release shall be for the account of the applicable Grantor.




3.2. Equipment and Inventory.



     (a) Representations and Warranties. Each Grantor represents and warrants,
on            the Closing Date and on each Credit Date, that:




               (i) all of the Equipment and Inventory included in the Collateral is kept only at the
locations specified in Schedule 3.2 (as such schedule may be amended or supplemented from
time to time);




               (ii) any Goods now or hereafter produced by any Grantor included in the Collateral
have been and will be produced in compliance with the requirements of the Fair Labor
Standards Act, as amended; and




               (iii) none of the Inventory or Equipment is in the possession of an issuer of a
negotiable document (as defined in Section 7-104 of the UCC) therefor or otherwise in the
possession of a bailee.



     (b) Covenants and Agreements. Each Grantor covenants and agrees that:




               (i) it shall keep the Equipment, Inventory and any Documents evidencing any Equipment
and Inventory in the locations specified on Schedule 3.2 (as such schedule may be amended
or supplemented from time to time) unless it shall have
(a) notified the Collateral Agent in writing, by executing and delivering to the Collateral
Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto,
together with all Supplements to Schedules thereto, at least thirty (30) days prior to any
change in locations, identifying such new locations and providing such other information in
connection therewith as the Collateral Agent may reasonably request and
(b) taken all actions necessary or advisable to maintain the continuous validity, perfection
and the same or better priority of the Collateral Agent’s security interest in the
Collateral intended to be granted and agreed to hereby, or to enable the Collateral Agent to
exercise



14









 







and enforce its rights and remedies hereunder, with respect to such Equipment and
Inventory;




               (ii) it shall not deliver any Document evidencing any Equipment and Inventory to any
Person other than the issuer of such Document to claim the Goods evidenced therefor or the
Collateral Agent;




               (iii) if any third party is in possession or control of any Equipment or Inventory,
each Grantor shall join with the Collateral Agent in notifying the third party of the
Collateral Agent’s security interest and obtaining an acknowledgment from the third party
that it is holding the Equipment and Inventory for the benefit of the Collateral Agent; and




               (iv) with respect to any item of Equipment which is covered by a certificate of title
under a statute of any jurisdiction under the law of which indication of a security interest
on such certificate is required as a condition of perfection thereof, upon the reasonable
request of the Collateral Agent, provide information with respect to any such Equipment in
excess of $100,000 individually or $1,000,000 in the aggregate.




3.3. Receivables.



     (a) Representations and Warranties. Each Grantor represents and warrants,
on            the Closing Date and on each Credit Date, that:




               (i) each Receivable (a) is and will be the legal, valid and binding obligation of the
Account Debtor in respect thereof (subject to any limitations under applicable insolvency
law), representing an unsatisfied obligation of such Account Debtor, (b) is and will be
enforceable in accordance with its terms (subject to any limitations under applicable
insolvency law), (c) is not and will not be subject to any material setoffs, defenses,
taxes, counterclaims (except with respect to refunds, returns and allowances in the
ordinary course of business and any sales, income or other taxes arising in respect
thereof) and (d) is and will be in compliance with all applicable laws, whether federal,
state, local or foreign;




               (ii) none of the Account Debtors in respect of any Receivable in excess of $100,000
individually or $1,000,000 in the aggregate is the government of the United States, any
agency or instrumentality thereof, any state or municipality or any foreign sovereign. No
Receivable in excess of $100,000 individually or $1,000,000 in the aggregate requires the
consent of the Account Debtor in respect thereof in connection with the pledge hereunder,
except any consent which has been obtained; and




               (iii) no Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper
which has not been delivered to, or otherwise subjected to the control of, the Collateral
Agent to the extent required by, and in accordance with Section 3.3(c).



15









 





     (b) Covenants and Agreements: Each Grantor hereby covenants and agrees
that:




               (i) it shall keep and maintain at its own cost and expense satisfactory and complete records
of the Receivables, including, but not limited to, the originals of all documentation with respect
to all Receivables and records of all payments received and all credits granted on the
Receivables, all merchandise returned and all other dealings therewith;




               (ii) it shall mark conspicuously, in form and manner reasonably satisfactory to the
Collateral Agent, all Chattel Paper and Instruments (other than any delivered to the Collateral
Agent as provided herein) with an appropriate reference to the fact that the Collateral Agent has
a security interest therein;




               (iii) it shall perform in all material respects all of its obligations with respect to the
Receivables;




               (iv) it shall not amend, modify, terminate or waive any provision of any Receivable in any
manner which could reasonably be expected to have a Material Adverse Effect. Other than in the
ordinary course of business as generally conducted by it on and prior to the date hereof, and
except as otherwise provided in subsection (v) below, following an Event of Default, such Grantor
shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x)
compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less
than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the
payment thereof, or (z) allow any credit or discount thereon;




               (v) except as otherwise provided in this subsection, each Grantor shall continue to collect
all amounts due or to become due to such Grantor under the Receivables and any Supporting
Obligation and in the exercise of its business judgment exercise each material right it may have
under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own
expense, and in connection with such collections and exercise, such Grantor shall following an
Event of Default and during the continuance thereof take such action as such Grantor or the
Collateral Agent may deem necessary or advisable. Notwithstanding the foregoing, at any time
following the occurrence and during the continuation of an Event of Default, the Collateral Agent
may: (1) have the right at any time to notify, or require any Grantor to notify, any Account
Debtor of the Collateral Agent’s security interest in the Receivables and any Supporting
Obligation, (2) direct the Account Debtors under any Receivables to make payment of all amounts
due or to become due to such Grantor thereunder directly to the Collateral Agent; (3) notify, or
require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which
Account Debtors under any Receivables have been directed to make payment to remit all amounts
representing collections on checks



16









 






and other payment items from time to time sent to or deposited in such lockbox or other
arrangement directly to the Collateral Agent; and (4) enforce, at the expense of such
Grantor, collection of any such Receivables and to adjust, settle or compromise the amount
or payment thereof, in the same manner and to the same extent as such Grantor might have
done. If the Collateral Agent notifies any Grantor that it has elected to collect the
Receivables in accordance with the preceding sentence, any payments of Receivables received
by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited
by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral
Agent if required, in an account maintained under the sole dominion and control of the
Collateral Agent, and until so turned over, all amounts and proceeds (including checks and
other instruments) received by such Grantor in respect of the Receivables, any Supporting
Obligation or Collateral Support shall be received in trust for the benefit of the
Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such
Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or
release wholly or partly any Account Debtor or obligor thereof, or allow any credit or
discount thereon; and




               (vi) it shall use its commercially reasonable efforts to keep in full force and effect
any Supporting Obligation or Collateral Support relating to any Receivable.



          (c) Delivery and Control of Receivables. With respect to any Receivables in
excess of $100,000 individually or $1,000,000 in the aggregate that is evidenced by, or
constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy
thereof to be delivered to the Collateral Agent (or its agent or designee) appropriately indorsed
to the Collateral Agent or indorsed in blank: (i) with respect to any such Receivables in
existence on the date hereof, on or prior to the date hereof and (ii) with respect to any such
Receivables hereafter arising, within ten (10) days of such Grantor acquiring rights therein. With
respect to any Receivables in excess of $100,000 individually or $1,000,000 in the aggregate which
would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take
all steps necessary to give the Collateral Agent control over such Receivables (within the meaning
of Section 9-105 of Article 9 of the UCC): (i) with respect to any such Receivables in existence
on the date hereof, on or prior to the date hereof and (ii) with respect to any such Receivable
hereafter arising, within ten (10) days of such Grantor acquiring rights therein.





3.4. Investment Related Property.



          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:





               (i) Schedule 3.4 (as such schedule may be amended or supplemented from time to time)
sets forth under the headings “Pledged Stock, “Pledged LLC Interests,” “Pledged Partnership
Interests” and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged
LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any
Grantor and such Pledged Equity Interests constitute the



17









 




percentage of issued and outstanding shares of stock, percentage of membership interests,
percentage of partnership interests or percentage of beneficial interest of the respective issuers
thereof indicated on such Schedule;





               (ii) it is the record and beneficial owner of the Pledged Equity Interests identified on
Schedule 3.4 (as such schedule may be amended or supplemented from time to time) free of all
Liens, rights or claims of other Persons (other than Permitted Liens) and, except as set forth on
Schedule 3.4 (as such schedule may be amended or supplemented from time to time), there are no
outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar
agreements outstanding with respect to, or property that is convertible into, or that requires the
issuance or sale of, any Pledged Equity Interests;




               (iii) without limiting the generality of Section 3.1(a)(v), except as set forth on Schedule
3.4 (as such schedule may be amended or supplemented from time to time), no consent of any Person
including any other general or limited partner, any other member of a limited liability company,
any other shareholder or any other trust beneficiary is necessary or desirable in connection with
the creation, perfection or first priority status of the security interest of the Collateral Agent
in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other
rights provided for in this Agreement or the exercise of remedies in respect thereof;




               (iv) none of the Pledged LLC Interests nor Pledged Partnership Interests are or represent
interests in issuers that: (a) are registered as investment companies, (b) are dealt in or traded
on securities exchanges or markets or (c) have opted to be treated as securities under the uniform
commercial code of any jurisdiction;




               (v) Schedule 3.4 (as such schedule may be amended or supplemented from time to time) sets
forth under the heading “Pledged Debt” all of the Pledged Debt owned by any Grantor and all of
such Pledged Debt has been duly authorized, authenticated or issued, and delivered and is the
legal, valid and binding obligation of the issuers thereof and is not in default and constitutes
all of the issued and outstanding intercompany Indebtedness evidenced by an instrument or
certificated security of the respective issuers thereof owing to such Grantor;




               (vi) Schedule 3.4 (as such schedule may be amended or supplemented from time to time) sets
forth under the headings “Securities Accounts” and “Commodities Accounts,” respectively, all of the
Securities Accounts and Commodities Accounts in which each Grantor has an interest. Such Grantor is
the sole entitlement holder of each such Securities Account and Commodities Account, and such
Grantor has not consented to, and is not otherwise aware of, any Person (other than the Collateral
Agent pursuant hereto) having “control” (within the meanings of Section 8-106 and 9-106 of the UCC)
over, or any other interest in, any such Securities Account or Commodity Account or any securities
or other property credited thereto;




18












 






          (vii) Schedule 3.4 (as such schedule may be amended or supplemented from time to
time) sets forth under the heading “Deposit Accounts” all of the Deposit Accounts in which
each Grantor has an interest. Such Grantor is the sole account holder of each such Deposit
Account and such Grantor has not consented to, and is not otherwise aware of, any Person
(other than the Collateral Agent pursuant hereto) having either sole dominion and control or
“control” (within the meaning of Section 9-104 of Revised Article 9) over, or any other
interest in, any such Deposit Account or any money or other property deposited therein; and




          (viii) each Grantor has taken all actions necessary or desirable, including those
specified in Section 3.4(c), to: (a) establish the Collateral Agent’s “control” (within the
meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related
Property identified on Schedule 3.4 (as amended and supplemented from time to time)
constituting Certificated Securities, Uncertificated Securities, Securities Accounts or
Securities Entitlements; (b) establish the Collateral Agent’s sole dominion and control
over all Deposit Accounts identified on Schedule 3.4 (as amended and supplemented from time
to time); and (c) establish the Collateral Agent’s “control” (within the meaning of Section
9-104 of Article 9 of the UCC) over all Deposit Accounts identified on Schedule 3.4 (as
amended and supplemented from time to time).



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that:





          (i) without the prior written consent of the Collateral Agent, it shall not vote to
enable or take any other action to: (a) amend or terminate any partnership agreement,
limited liability company agreement, certificate of incorporation, by-laws or other
organizational documents in any way that materially changes the rights of such Grantor with
respect to any Investment Related Property or adversely affects the validity, perfection or
priority of the Collateral Agent’s security interest, (b) other than as permitted under the
Credit Agreement, permit any issuer of any Pledged Equity Interest to issue any additional
stock, partnership interests, limited liability company interests or other equity interests
of any nature or to issue securities convertible into or granting the right of purchase or
exchange for any stock or other equity interest of any nature of such issuer, (c) other
than as permitted under the Credit Agreement, permit any issuer of any Pledged Equity
Interest to dispose of all or a material portion of their assets, (d) waive any material
default under or material breach of any terms of any organizational document of the issuer
of any Pledged Equity Interest or the terms of any Pledged Debt, or (e) cause any issuer of
any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for
purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such
Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for
purposes of the Uniform Commercial Code of any jurisdiction; provided, however,
notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or
Pledged LLC Interests takes any such action in violation



19









 







of the foregoing in this clause (e), such Grantor shall promptly notify the Collateral Agent in
writing of any such election or action and, in such event, shall take all steps necessary or
advisable to establish the Collateral Agent’s “control” thereof;




          (ii) in the event it acquires rights in any Investment Related Property after the date
hereof, it shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in
the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto,
reflecting such new Investment Related Property and all other Investment Related Property.
Notwithstanding the foregoing, it is understood and agreed that the security interest of the
Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s
acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a
supplement to Schedule 3.4 as required hereby;




          (iii) without limiting the generality of Section 3.4(b)(ii), in the event that any Grantor
acquires rights in any Deposit Accounts maintained at Wells Fargo Bank, NA. (each, the “Wells
Fargo Deposit Account”) after the date hereof, such Grantor shall deliver to the Collateral Agent
a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together
with all Supplements to Schedules thereto, reflecting such new Wells Fargo Deposit Accounts.
Notwithstanding the foregoing, it is understood and agreed that the security interest of the
Collateral Agent shall attach to all Wells Fargo Deposit Accounts immediately upon any Grantor’s
acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a
supplement to Schedule 3.4 as required hereby;




          (iv) except as provided in the next sentence, in the event such Grantor receives any
dividends, interest or distributions on any Investment Related Property, or any securities or other
property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment
Related Property, then (a) such dividends, interest or distributions and securities or other
property shall be included in the definition of Collateral without further action and (b) such
Grantor shall immediately take all steps, if any, necessary or advisable to ensure the validity,
perfection, priority and, if applicable, control of the Collateral Agent over such Investment
Related Property (including, without limitation, delivery thereof to the Collateral Agent) and
pending any such action such Grantor shall be deemed to hold such dividends, interest,
distributions, securities or other property in trust for the benefit of the Collateral Agent and
shall be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long
as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each
Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the
business of the issuer and consistent with the past practice of the issuer and all scheduled
payments of interest;




          (v) it shall comply with all of its material obligations under any partnership agreement or
limited liability company agreement relating to Pledged



20









 







Partnership Interests or Pledged LLC Interests and, except as otherwise in the ordinary
course of business as generally conducted by it on and prior to the date hereof, shall
enforce all of its material rights with respect to any Investment Related Property;




          (vi) it shall notify the Collateral Agent of any default under any Pledged Debt that
has caused, either in any case or in the aggregate, a Material Adverse Effect.




          (vii) other than as permitted under the Credit Agreement, without the prior written
consent of the Collateral Agent, it shall not permit any issuer of any Pledged Equity
Interest to merge or consolidate unless all the outstanding capital stock or other equity
interests of the surviving or resulting corporation, limited liability company, partnership
or other entity is, upon such merger or consolidation, pledged hereunder and no cash,
securities or other property is distributed in respect of the outstanding equity interests
of any other constituent company; provided that if the surviving or resulting company upon
any such merger or consolidation involving an issuer which is a Controlled Foreign
Corporation, then such Grantor shall only be required to pledge equity interests having 65%
of the voting power of all classes of capital stock of such issuer entitled to vote; and




          (viii) each Grantor consents to the grant by each other Grantor of a security interest
in all Investment Related Property to the Collateral Agent and, without limiting the
foregoing, consents to the transfer of any Pledged Partnership Interest and any Pledged LLC
Interest to the Collateral Agent or its nominee following an Event of Default and during the
continuance thereof and to the substitution of the Collateral Agent or its nominee as a
partner in any partnership or as a member in any limited liability company with all the
rights and powers related thereto.



          (c) Delivery and Control. Each Grantor agrees that with respect to any
Investment Related Property in which it currently has rights it shall comply with the provisions
of this Section 3.4(c) on or before the Closing Date and with respect to any Investment Related
Property hereafter acquired by such Grantor it shall comply with the provisions of this Section
3.4(c) promptly upon acquiring rights therein, in each case in form and substance satisfactory to
the Collateral Agent. With respect to any Investment Related Property that is represented by a
certificate or that is an “instrument” (other than any Investment Related Property credited to a
Securities Account and other than any “uncertificated securities” of any Subsidiary of the
Borrower) it shall cause such certificate or instrument to be delivered to the Collateral Agent,
indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC),
regardless of whether such certificate constitutes a “certificated security” for purposes of the
UCC. With respect to any Investment Related Property that is an “uncertificated security” for
purposes of the UCC (other than any “uncertificated securities” credited to a Securities Account),
it shall cause the issuer of such uncertificated security to either (i) register the Collateral
Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an
agreement substantially in the form of Exhibit B hereto, pursuant to which such issuer


21









 







agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated
security without further consent by such Grantor. The Collateral Agent agrees that it shall have
the right to deliver such instructions if and only if an Event of Default has occurred and is
continuing. With respect to any Investment Related Property consisting of Securities Accounts or
Securities Entitlements, it shall cause the securities intermediary maintaining such Securities
Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C
hereto pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders”
without further consent by such Grantor. The Collateral Agent agrees that it shall have the right
to deliver such entitlement orders or any notice of sole control if and only if an Event of Default
has occurred and is continuing. With respect to any Investment Related Property that is a “Deposit
Account” identified on Schedule 3.4 (as such schedule may be amended or supplemented from time to
time), it shall cause the depositary institution maintaining such account to enter into an
agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent
shall have both sole dominion and control over such Deposit Account (within the meaning of the
common law) and “control” (as defined in Section 9-104 of Article 9 of the UCC) over such Deposit
Account. The Collateral Agent agrees that it shall have the right to exercise such dominion and
control if and only if an Event of Default has occurred and is continuing. In addition to the
foregoing, if any issuer of any Investment Related Property is located in a jurisdiction outside of
the United States, each Grantor shall take such additional actions, including, without limitation,
causing the issuer to register the pledge on its books and records or making such filings or
recordings, in each cas
e as may be necessary or advisable, under the laws of such issuer’s
jurisdiction to insure the validity, perfection and priority of the security interest of the
Collateral Agent. Upon the occurrence and during the continuance of an Event of Default, the
Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any
portion of the Investment Related Property to its name or the name of its nominee or agent. In
addition, the Collateral Agent shall have the right upon the occurrence and during the continuance
of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments
representing any Investment Related Property for certificates or instruments of smaller or larger
denominations.




          (d) Voting and Distributions.





          (i) So long as no Event of Default shall have occurred and be continuing:




	 	(A)	 	except as otherwise provided in Section 3.4(b)(i) of this Agreement or
elsewhere herein or in the Credit Agreement, each Grantor shall be entitled
to exercise or refrain from exercising any and all voting and other
consensual rights pertaining to the Investment Related Property or any part
thereof for any purpose not inconsistent with the terms of this Agreement
or the Credit Agreement; provided, no Grantor shall exercise or refrain
from exercising any such right if the Collateral Agent shall have notified
such Grantor that, in the Collateral Agent’s reasonable judgment, such
action would have a Material Adverse Effect; and provided further, such




22









 






	 	 	 	Grantor shall give the Collateral Agent at least five (5) Business Days
prior written notice of the manner in which it intends to exercise, or the
reasons for refraining from exercising, any such right; it being understood,
however, that neither the voting by such Grantor of any Pledged Stock for,
or such Grantor’s consent to, the election of directors (or similar
governing body) at a regularly scheduled annual or other meeting of
stockholders or with respect to incidental matters at any such meeting, nor
such Grantor’s consent to or approval of any action otherwise permitted
under this Agreement and the Credit Agreement, shall be deemed inconsistent
with the terms of this Agreement or the Credit Agreement within the meaning
of this Section 3.4(d)(i)(A), and no notice of any such voting or consent
need be given to the Collateral Agent; and
	 
	 	(B)	 	the Collateral Agent shall promptly execute and deliver (or cause to be
executed and delivered) to each Grantor all proxies, and other instruments
as such Grantor may from time to time reasonably request for the purpose of
enabling such Grantor to exercise the voting and other consensual rights
when and to the extent which it is entitled to exercise pursuant to clause
(A) above;






          (ii) Upon the occurrence and during the continuation of an Event of Default:




	 	(A)	 	all rights of each Grantor to exercise or refrain from exercising
the voting and other consensual rights which it would otherwise be entitled to
exercise pursuant hereto shall cease and all such rights shall thereupon become
vested in the Collateral Agent who shall thereupon have the sole right to
exercise such voting and other consensual rights; and
	 
	 	(B)	 	in order to permit the Collateral Agent to exercise the voting and
other consensual rights which it may be entitled to exercise pursuant hereto and
to receive all dividends and other distributions which it may be entitled to
receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause
to be executed and delivered) to the Collateral Agent all proxies, dividend
payment orders and other instruments as the Collateral Agent may from time to
time reasonably request and (2) each Grantor acknowledges that the Collateral
Agent may utilize the power of attorney set forth in Section 5.





     3.5. Material Contracts.



          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:








23









 









          (i) Schedule 3.5 (as such schedule may be amended or supplemented from time to time)
sets forth all of the Material Contracts under which such Grantor has rights;




          (ii) the Material Contracts, true and complete copies (including any amendments or
supplements thereof) of which have been furnished to the Collateral Agent, have been duly
authorized, executed and delivered by all parties thereto, are in full force and effect and
are binding upon and enforceable against all parties thereto in accordance with their
respective terms. There exists no default under any Material Contract by any party thereto
and neither such Grantor, nor to its best knowledge, any other Person party thereto is
likely to become in default thereunder and no Person party thereto has any defenses,
counterclaims or right of set-off with respect to any Material Contract; and




          (iii) no Material Contract prohibits assignment or requires consent of or notice to
any Person in connection with the assignment to the Collateral Agent hereunder, except such
as has been given or made or is currently sought pursuant to Section 3.5(b)(vii) hereof.



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that:





          (i) in addition to any rights under Section 3.3, the Collateral Agent may at any time
after the occurrence and during the continuance of an Event of Default, notify, or require
any Grantor to so notify, the counterparty on any Material Contract of the security interest
of the Collateral Agent therein. In addition, after the occurrence and during the
continuance of an Event of Default, the Collateral Agent may upon written notice to the
applicable Grantor, notify, or require any Grantor to notify, the counterparty to make all
payments under the Material Contracts directly to the Collateral Agent;




          (ii) each Grantor shall deliver promptly to the Collateral Agent a copy of each
material demand, notice or document received by it relating in any way to any Material
Contract;




          (iii) each Grantor shall deliver promptly to the Collateral Agent, and in any event
within ten (10) Business Days, after (1) any Material Contract of such Grantor is
terminated or amended in a manner that is materially adverse to the Credit Parties, taken
as a whole, or (2) any new Material Contract is entered into by such Grantor, a written
statement describing such event, with copies of such material amendments or new contracts,
delivered to the Collateral Agent (to the extent such delivery is permitted by the terms of
any such Material Contract, provided, no prohibition on delivery shall be effective if it
were bargained for by such Grantor with the intent of avoiding compliance with this Section
3.5(b)(iii)), and an explanation of any actions being taken with respect thereto;



24









 






          (iv) it shall perform in all material respects all of its obligations with respect to
the Material Contracts;




          (v) except as otherwise in the ordinary course of business as generally conducted by
it on and prior to the date hereof, it shall promptly and diligently exercise each material
right (except any right of termination that would reasonably be expected to result in a
Material Adverse Effect) it may have under any Material Contract, any Supporting Obligation
or Collateral Support, in each case, at its own expense, and in connection with such
collections and exercise, such Grantor shall take such action as such Grantor or the
Collateral Agent may deem necessary or advisable;




          (vi) it shall use its commercially reasonable efforts to keep in full force and effect
any Supporting Obligation or Collateral Support relating to any Material Contract; and




          (vii) with respect to any Material Contract that prevents the granting of a security
interest therein (either by its terms or by any federal or state statutory prohibition or
otherwise) (any such agreement, contract or license, a “Non-Assignable Contract”), each
Grantor shall, within thirty (30) days of the date hereof with respect to any
Non-Assignable Contract in effect on the date hereof and within thirty (30) days after
entering into any Non-Assignable Contract after the Closing Date, request in writing the
consent of the counterparty or counterparties to the Non-Assignable Contract pursuant to
the terms of such Non-Assignable Contract or applicable law and use its commercially
reasonable efforts to obtain such consent as soon as practicable thereafter.



     3.6. Letter of Credit Rights.



          (a) Representations and Warranties. Each Grantor hereby represents and
warrants, on the Closing Date and on each Credit Date, that:





          (i) each material letter of credit to which such Grantor has rights is listed on
Schedule 3.6 (as such schedule may be amended or supplemented from time to time) hereto;
and




          (ii) each Grantor has obtained the consent of each issuer of any material letter of
credit with respect to which such Guarantor is a beneficiary to the assignment of the
proceeds of the letter of credit to the Collateral Agent.



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees
that with respect to any material letter of credit hereafter arising it shall obtain the
consent of the
issuer thereof to the assignment of the proceeds of the letter of credit to the Collateral
Agent and
shall deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form
of
Exhibit A attached hereto, together with all Supplements to Schedules thereto.








25









 








     3.7. Intellectual Property.



          (a) Representations and Warranties. Except as disclosed in Schedule 3.7(H)
(as such schedule may be amended or supplemented from time to time), each Grantor hereby represents
and warrants, on the Closing Date and on each Credit Date, that:





          (i) Schedule 3.7 (as such schedule may be amended or supplemented from time to time)
sets forth a true and complete list of (i) all United States, state and foreign
registrations of and applications for Patents, Trademarks, and Copyrights owned by each
Grantor and (ii) all Patent Licenses, Trademark Licenses and Copyright Licenses material to
the business of such Grantor;




          (ii) it is the sole and exclusive owner of the entire right, title, and interest in and
to all Intellectual Property on Schedule 3.7 (as such schedule may be amended or
supplemented from time to time), and owns or has the valid right to use all other
Intellectual Property used in or necessary to conduct its business, free and clear of all
Liens, claims, encumbrances and licenses, except for Permitted Liens and the licenses set
forth on Schedule 3.7(B), (D), (F) and (G) (as each may be amended or supplemented from time
to time);




          (iii) all Intellectual Property is subsisting and has not been adjudged invalid or
unenforceable, in whole or in part, and each Grantor has performed all acts and has paid
all renewal, maintenance, and other fees and taxes required to maintain each and every
registration and application of Intellectual Property in full force and effect;




          (iv) all Intellectual Property is valid and enforceable; no holding, decision, or
judgment has been rendered in any action or proceeding before any court or administrative
authority challenging the validity of, such Grantor’s right to register, or such Grantor’s
rights to own or use, any Intellectual Property and no such action or proceeding is pending
or, to the best of such Grantor’s knowledge, threatened;




          (v) all registrations and applications for Copyrights, Patents and Trademarks are
standing in the name of each Grantor, and none of the Trademarks, Patents, Copyrights or
Trade Secrets has been licensed by any Grantor to any affiliate or third party, except as
disclosed in Schedule 3.7(B), (D), (F), or (G)(as each may be amended or supplemented from
time to time);




          (vi) each Grantor has been using appropriate statutory notice of registration in
connection with its use of registered Trademarks, proper marking practices in connection
with the use of Patents, and appropriate notice of copyright in connection with the
publication of Copyrights material to the business of such Grantor;




          (vii) each Grantor uses adequate standards of quality in the



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manufacture, distribution, and sale of all products sold and in the provision of all services
rendered under or in connection with all Trademark Collateral and has taken all action necessary
to insure that all licensees of the Trademark Collateral owned by such Grantor use such adequate
standards of quality;




          (viii) the conduct of such Grantor’s business does not infringe upon any trademark, patent,
copyright, trade secret or similar intellectual property right owned or controlled by a third
party; no claim has been made that the use of any Intellectual Property owned or used by Grantor
(or any of its respective licensees) violates the asserted rights of any third party;




          (ix) to the best of each Grantor’s knowledge, no third party is infringing upon any
Intellectual Property owned or used by such Grantor, or any of its respective licensees;




          (x) no settlement or consents, covenants not to sue, non-assertion assurances, or releases
have been entered into by Grantor or to which Grantor is bound that adversely effect Grantor’s
rights to own or use any Intellectual Property; and




          (xi) each Grantor has not made a previous assignment, sale, transfer, or agreement
constituting a present or future assignment sale, transfer, of any Intellectual Property that has
not been terminated or released. There is no effective financing statement or other document or
instrument now executed, or on file or recorded in any public office, granting a security interest
in or otherwise encumbering any part of the Intellectual Property, other than in favor of the
Collateral Agent.



          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees as
follows:





          (i) it shall not do any act or omit to do any act whereby any of the Intellectual Property
which is material to the business of the Credit Parties, taken as a whole, may lapse, or become
abandoned, dedicated to the public, or unenforceable, or which would adversely affect the
validity, grant, or enforceability of the security interest granted therein;




          (ii) it shall not, with respect to any Trademarks which are material to the business of the
Credit Parties, taken as a whole, cease the use of any of such Trademarks or fail to maintain the
level of the quality of products sold and services rendered under any of such Trademark at a level
at least substantially consistent with the quality of such products and services as of the date
hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks
use such consistent standards of quality;




          (iii) it shall, within thirty (30) days of the creation or acquisition of any



27









 







copyrightable work which is material to the business of the Credit Parties, taken as a whole,
apply to register the copyright in the United States Copyright Office;




          (iv) it shall promptly notify the Collateral Agent if it knows that any item of the
Intellectual Property that is material to the business of the Credit Parties, taken as a whole,
may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or
unenforceable, or (c) subject to any adverse determination or development (including the
institution of proceedings) in any action or proceeding in the United States Patent and Trademark
Office, the United States Copyright Office, and state registry, any foreign counterpart of the
foregoing, or any court;




          (v) it shall take all reasonable steps in the United States Patent and Trademark Office, the
United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to
pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned
by any Grantor and material to the Credit Parties, taken as a whole, which is now or shall become
included in the Intellectual Property (except for such works with respect to which such Grantor has
determined in the exercise of its commercially reasonable judgment that it shall not seek
registration) including, but not limited to, those items on Schedule 3.7(A), (C) and (E) (as each
may be amended or supplemented from time to time);




          (vi) in the event that any Intellectual Property owned by or exclusively licensed to any
Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly
take all reasonable actions to stop such infringement, misappropriation, or dilution and protect
its exclusive rights in such Intellectual Property including, but not limited to, the initiation
of a suit for injunctive relief and to recover damages;




          (vii) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains
knowledge thereof) report to the Collateral Agent (i) the filing of any application to register
any Intellectual Property with the United States Patent and Trademark Office, the United States
Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such
application is filed by such Grantor or through any agent, employee, licensee, or designee
thereof) and (ii) the registration of any Intellectual Property by any such office, in each case
by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially
in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto;




          (viii) it shall, promptly upon the reasonable request of the Collateral Agent, execute and
deliver to the Collateral Agent any document required to acknowledge, confirm, register, record,
or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now
owned or hereafter acquired;



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          (ix) except with the prior consent of the Collateral Agent or as permitted under the
Credit Agreement, each Grantor shall not execute, and there will not be on file in any
public office, any financing statement or other document or instruments, except financing
statements or other documents or instruments filed or to be filed in favor of the
Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any
option, or create or suffer to exist any Lien upon or with respect to the Intellectual
Property, except for the Lien created by and under this Security Agreement and the other
Loan Documents;




          (x) it shall hereafter use commercially reasonable efforts so as not to permit the
inclusion in any contract to which it hereafter becomes a party of any provision that could
or might in any way materially impair or prevent the creation of a security interest in, or
the assignment of, such Grantor’s rights and interests in any property included within the
definitions of any Intellectual Property acquired under such contracts;




          (xi) it shall take all steps reasonably necessary to protect the secrecy of all trade
secrets relating to the products and services sold or delivered under or in connection with
the Intellectual Property, including, without limitation, entering into confidentiality
agreements with employees and labeling and restricting access to secret information and
documents;




          (xii) it shall use proper statutory notice in connection with its use of any of the
Intellectual Property; and




          (xiii) except as otherwise in the ordinary course of business as generally conducted
by it on and prior to the date hereof, it shall continue to collect, at its own expense,
all amounts due or to become due to such Grantor in respect of the Intellectual Property or
any portion thereof. In connection with such collections, each Grantor may take (and, at
the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the
Collateral Agent, upon the occurrence of an Event of Default and during the continuation
thereof, may deem reasonably necessary or advisable to enforce collection of such amounts.



     3.8. Commercial Tort Claims



          (a) Representations and Warranties. Each Grantor hereby represents and warrants, on
the Closing Date and on each Credit Date, that Schedule 3.8 (as such schedule may be amended or
supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor in excess of
$100,000 individually or $1,000,000 in the aggregate; and




          (b) Covenants and Agreements. Each Grantor hereby covenants and agrees that with
respect to any Commercial Tort Claim in excess of $100,000 individually or $1,000,000 in the
aggregate hereafter arising it shall deliver to the Collateral Agent a completed


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Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all
Supplements to Schedules thereto, reflecting such new Commercial Tort Claims.




SECTION 4. ACCESS; RIGHT OF INSPECTION AND FURTHER ASSURANCES; ADDITIONAL GRANTORS.




     4.1. Access; Right of Inspection. The Collateral Agent shall at all times have full and free
access, upon reasonable advance notice, during normal business hours to the books of account and
non-privileged correspondence and records of each Grantor, and the Collateral Agent and its
representatives may examine the same, take extracts therefrom and make photocopies thereof, and
each Grantor agrees to render to the Collateral Agent, at such Grantor’s cost and expense, such
clerical and other assistance as may be reasonably requested with regard thereto; provided,
that the Collateral Agent shall coordinate with such Grantor with respect to the frequency and
timing of such visits and inspections so as to reasonably minimize the burden imposed on such
Grantor. The Collateral Agent and its representatives shall at all times also have the right upon
reasonable advance notice, during normal business to enter any premises of each Grantor and inspect
any property of each Grantor where any of the Intellectual Property, Inventory or Equipment of such
Grantor granted pursuant to this Agreement is located for the purpose of inspecting the same,
observing its use or otherwise protecting its interests therein.



     4.2. Further Assurances.



          (a) Each Grantor agrees that from time to time, at the expense of such
Grantor, it shall promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or desirable, or that the Collateral Agent may reasonably
request, in order to create and/or maintain the validity, perfection or priority of and protect
any security interest granted or purported to be granted hereby or to enable the Collateral Agent
to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without
limiting the generality of the foregoing, each Grantor shall:





          (i) file such financing or continuation statements, or amendments thereto, and execute
and deliver such other agreements, instruments, endorsements, powers of attorney or
notices, as may be necessary or desirable, or as the Collateral Agent may reasonably
request, in order to perfect and preserve the security interests granted or purported to be
granted hereby;




          (ii) take all actions necessary to ensure the recordation of appropriate evidence of
the liens and security interest granted hereunder in the Intellectual Property with any
intellectual property registry in which said Intellectual Property is registered or in
which an application for registration is pending including, without limitation, the United
States Patent and Trademark Office, the United States Copyright Office, the various
Secretaries of State, and the foreign counterparts on any of the foregoing;



30









 






          (iii) subject to the limitations set forth in Section 4.1 above, at any reasonable
time, upon request by the Collateral Agent, exhibit the Collateral to and allow inspection
of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent;
and




          (iv) at the Collateral Agent’s request, appear in and defend any action or proceeding
that may affect such Grantor’s title to or the Collateral Agent’s security interest in all
or any part of the Collateral.



          (b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records,
including, without limitation, financing statements, in all jurisdictions and with all filing
offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable
to perfect the security interest granted to the Collateral Agent herein. Such financing statements
may describe the Collateral in the same manner as described herein or may contain an indication or
description of collateral that describes such property in any other manner as the Collateral Agent
may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection
of the security interest in the Collateral granted to the Collateral Agent herein, including,
without limitation, describing such property as “all assets,” or “all personal property” or words
of similar effect; provided, that if a Grantor gives the Collateral Agent written notice
that the description of the Collateral in such financing statement needs to describe the Collateral
with specificity to avoid creating a breach or default under documentation related to a Permitted
Lien on the property of such Grantor, then Collateral Agent shall use reasonable efforts to
describe the Collateral in such a way that it does not result in such breach or default. Each
Grantor shall furnish to the Collateral Agent from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection with the Collateral
as the Collateral Agent may reasonably request, all in reasonable detail.




          (c) Each Grantor hereby authorizes the Collateral Agent to modify this Agreement after
obtaining such Grantor’s approval of or signature to such modification by amending Schedule 3.7
(as such schedule may be amended or supplemented from time to time) to include reference to any
right, title or interest in any existing Intellectual Property or any Intellectual Property
acquired or developed by any Grantor after the execution hereof or to delete any reference to any
right, title or interest in any Intellectual Property in which any Grantor no longer has or claims
any right, title or interest.




          (d) Each Grantor shall, through the compliance of the covenants contained herein and through
any other actions that may be necessary or desirable, continuously maintain from the date made the
truthfulness and accuracy of every representation, warranty and certification made herein on the
Closing Date and each Credit Date until the termination of this Agreement by its terms.




     4.3. Additional Grantors. From time to time subsequent to the date hereof, additional Persons
may become parties hereto as additional Grantors (each, an “Additional Grantor”), by



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executing a Counterpart Agreement. Upon delivery of any such Counterpart Agreement to the
Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a
Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory
hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected
or diminished by the addition or release of any other Grantor hereunder, nor by any election of
Collateral Agent not to cause any Subsidiary of Company to become an Additional Grantor hereunder.
This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases to be a Grantor
hereunder.




SECTION 5. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.




     5.1. Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent (such
appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral
Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any action and
to execute any instrument that the Collateral Agent may deem reasonably necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, the following:



          (a) upon the occurrence and during the continuance of any Event of Default, to obtain and
adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent
pursuant to the Credit Agreement;




          (b) upon the occurrence and during the continuance of any Event of Default, to ask for,
demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any of the Collateral;




          (c) upon the occurrence and during the continuance of any Event of Default, to receive,
endorse and collect any drafts or other instruments, documents and chattel paper in connection
with clause (b) above;




          (d) upon the occurrence and during the continuance of any Event of Default, to file any
claims or take any action or institute any proceedings that the Collateral Agent may deem
necessary or desirable for the collection of any of the Collateral or otherwise to enforce the
rights of the Collateral Agent with respect to any of the Collateral;




          (e) to prepare and file any UCC financing statements in the name of such Grantor as debtor;




          (f) to prepare, sign, and file for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein in the Intellectual Property
in the name of Grantor as assignor;





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          (g) to take or cause to be taken all actions necessary to perform or comply or
cause performance or compliance with the terms of this Agreement, including, without limitation,
access to pay or discharge taxes or Liens (other than Liens permitted under this Agreement or the
Credit Agreement) levied or placed upon or threatened against the Collateral, the legality or
validity thereof and the amounts necessary to discharge the same to be determined by the Collateral
Agent in its sole discretion, any such payments made by the Collateral Agent to become obligations
of such Grantor to the Collateral Agent, due and payable immediately without demand; and




          (h) upon the occurrence and during the continuance of any Event of Default,
generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any
of the Collateral as fully and completely as though the Collateral Agent were the absolute owner
thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense,
at any time or from time to time, all acts and things that the Collateral Agent deems reasonably
necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security
interest therein in order to effect the intent of this Agreement, all as fully and effectively as
such Grantor might do.




     5.2. No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the
Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the
Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to
exercise any such powers. The Collateral Agent and the Secured Parties shall be accountable only
for amounts that they actually receive as a result of the exercise of such powers, and neither
they nor any of their officers, directors, employees or agents shall be responsible to any Grantor
for any act or failure to act hereunder, except for their own gross negligence or willful
misconduct.



SECTION 6. REMEDIES.




     6.1. Generally.



     If any Event of Default shall have occurred and be continuing,



          (a) the Collateral Agent may exercise in respect of the Collateral, in addition
to all other rights and remedies provided for herein or otherwise available to it at law or in
equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or
not the UCC applies to the affected Collateral), and also may pursue any of the following
separately, successively or simultaneously:





          (i) require any Grantor to, and each Grantor hereby agrees that it shall at its
expense and promptly upon request of the Collateral Agent forthwith, assemble all or part
of the Collateral as directed by the Collateral Agent and make it available to the




33











 






Collateral Agent at a place to be designated by the Collateral Agent that is
reasonably convenient to both parties;




          (ii) enter onto the property where any Collateral is located and take possession
thereof with or without judicial process;




          (iii) prior to the disposition of the Collateral, store, process, repair or
recondition the Collateral or otherwise prepare the Collateral for disposition in any
manner to the extent the Collateral Agent deems appropriate;




          (iv) without notice except as specified below, sell, assign, lease, license (on an
exclusive or non-exclusive basis) or otherwise dispose of the Collateral or any part
thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s
offices or elsewhere, for cash, on credit or for future delivery, at such time or times and
at such price or prices and upon such other terms as the Collateral Agent may deem
commercially reasonable; and




          (v) exercise dominion and control over, and refuse to permit further withdrawals
(whether of money, securities, instruments or other property) from any Deposit Account
maintained with the Collateral Agent constituting part of the Collateral.



          (b) the Collateral Agent or any Secured Party may be the purchaser of any or
all of the Collateral at any public or private (to the extent to the portion of the Collateral
being privately sold is of a kind that is customarily sold on a recognized market or the subject of
widely distributed standard price quotations) sale in accordance with the UCC and the Collateral
Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for
the purpose of bidding and making settlement or payment of the purchase price for all or any
portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply
any of the Secured Obligations as a credit on account of the purchase price for any Collateral
payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor
hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule of law or statute
now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be
required by law, at least ten (10) days notice to such Grantor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute reasonable
notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless
of notice of sale having been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees
that it would not be commercially unreasonable for the Collateral Agent to dispose of the
Collateral or any portion thereof by using Internet sites that provide for the auction of assets of
the types included in the Collateral or that have the reasonable capability of doing so, or that
match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral
Agent arising



34









 







by reason of the fact that the price at which any Collateral may have been sold at such a private
sale was less than the price which might have been obtained at a public sale, even if the
Collateral Agent accepts the first offer received and does not offer such Collateral to more than
one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to
pay all the Secured Obligations, Grantors shall be liable for the deficiency and the fees of any
attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees
that a breach of any of the covenants contained in this Section will cause irreparable injury to
the Collateral Agent, that the Collateral Agent has no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section shall be
specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants except for a
defense that no default has occurred giving rise to the Secured Obligations becoming due and
payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights
of the Collateral Agent hereunder.



          (c) The Collateral Agent may sell the Collateral without giving any warranties as to the
Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or
the like. This procedure will not be considered to adversely effect the commercial reasonableness
of any sale of the Collateral.



          (d) If the Collateral Agent sells any of the Collateral on credit, the Secured Obligations
will be credited only with payments actually made by the purchaser and received by the Collateral
Agent and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay
for the Collateral, the Collateral Agent may resell the Collateral.



          (e) The Collateral Agent shall have no obligation to marshall any of the Collateral.



35









 





     6.2. Investment Related Property. Each Grantor recognizes that, by reason of certain
prohibitions contained in the Securities Act and applicable state securities laws, the Collateral
Agent may be compelled, with respect to any sale of all or any part of the Investment Related
Property conducted without prior registration or qualification of such Investment Related Property
under the Securities Act and/or such state securities laws, to limit purchasers to those who will
agree, among other things, to acquire the Investment Related Property for their own account, for
investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges
that any such private sale may be at prices and on terms less favorable than those obtainable
through a public sale without such restrictions (including a public offering made pursuant to a
registration statement under the Securities Act) and, notwithstanding such circumstances, each
Grantor agrees that any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales
and no obligation to delay the sale of any Investment Related Property for the period of time
necessary to permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws, even if such
issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise
its right to sell any or all of the Investment Related Property, upon written request, each Grantor
shall and shall cause each issuer of any Pledged Stock to be sold hereunder, and each partnership
and each limited liability company whose equity interests constitute Investment Related Property
from time to time to furnish to the Collateral Agent all such information as the Collateral Agent
may request in order to determine the number and nature of interest, shares or other instruments
included in the Investment Related Property which may be sold by the Collateral Agent in exempt
transactions under the Securities Act and the rules and regulations of the Securities and Exchange
Commission thereunder, as the same are from time to time in effect.



     6.3. Intellectual Property.




          (a) Anything contained herein to the contrary notwithstanding, upon the
occurrence and during the continuation of an Event of Default:




          (i) the Collateral Agent shall have the right (but not the obligation) to bring suit
or otherwise commence any action or proceeding in the name of any Grantor, the Collateral
Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual
Property, in which event such Grantor shall, at the request of the Collateral Agent, do any
and all lawful acts and execute any and all documents required by the Collateral Agent in
aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and
indemnify the Collateral Agent as provided in Section 10 hereof in connection with the
exercise of its rights under this Section, and, to the extent that the Collateral Agent
shall elect not to bring suit to enforce any Intellectual Property as provided in this
Section, each Grantor agrees to use all reasonable measures, whether by action, suit,
proceeding or otherwise, to prevent the infringement or other violation of any of such
Grantor’s rights in the Intellectual Property by others and for that purpose agrees to
diligently maintain any action, suit or proceeding against any Person so infringing as
shall be necessary to prevent such infringement or violation;



36









 






          (ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey
or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such
Grantor’s right, title and interest in and to the Intellectual Property and shall execute and
deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the
intent and purposes of this Agreement;




          (iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce
the Secured Obligations outstanding only to the extent that the Collateral Agent (or any Secured
Party) receives cash proceeds in respect of the sale of, or other realization upon, the
Intellectual Property;




          (iv) within five (5) Business Days after written notice from the Collateral Agent, each
Grantor shall make available to the Collateral Agent, to the extent within such Grantor’s power
and authority, such personnel in such Grantor’s employ on the date of such Event of Default as the
Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such
Grantor to continue, directly or indirectly, to produce, advertise and sell the products and
services sold or delivered by such Grantor under or in connection with the Trademarks, Trademark
Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s
behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem,
pro-rata basis consistent with the salary and benefit structure applicable to each as of the date
of such Event of Default; and




          (v) the Collateral Agent shall have the right to notify, or require each Grantor to notify,
any obligors with respect to amounts due or to become due to such Grantor in respect of the
Intellectual Properly, of the existence of the security interest created herein, to direct such
obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such
notification and at the expense of such Grantor, to enforce collection of any such amounts and to
adjust, settle or compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done;




          (1) all amounts and proceeds (including checks and other instruments) received by
Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion
thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall
be segregated from other funds of such Grantor and shall be forthwith paid over or delivered
to the Collateral Agent in the same form as so received (with any necessary endorsement) to
be held as cash Collateral and applied as provided by Section 6.5; and




          (2) Grantor shall not adjust, settle or compromise the amount or payment of any such
amount or release wholly or partly any obligor with respect thereto or allow any credit or
discount thereon.



37









 





          (b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver,
modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall
have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of
any rights, title and interests in and to the Intellectual Property shall have been previously made
and shall have become and then remain absolute and effective, and (iv) the Secured Obligations
shall not have become immediately due and payable, upon the written request of any Grantor, the
Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost
and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any
such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid,
subject to any disposition thereof that may have been made by the Collateral Agent; provided, after
giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant
hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall
continue to be in full force and effect; and provided further, the rights, title and interests so
reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights,
title and interest at the time of their assignment to the Collateral Agent and Permitted Liens.




          (c) Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Section 6 and at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the
extent it has the right to do so, an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to
sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of
invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual
Property now owned or hereafter acquired by such Grantor, and wherever the same may be located.




     6.4. Cash Proceeds. In addition to the rights of the Collateral Agent specified in
Section 3.3 with respect to payments of Receivables, all proceeds of any Collateral received
by the Collateral Agent (whether from a Grantor or otherwise) consisting of cash, checks and
other near-cash items (collectively, “Cash Proceeds”): (i) if no Event of Default shall have
occurred and be continuing, after application of the same to any Secured Obligations then due and
payable, shall be promptly remitted to the Company and (ii) if an Event of Default shall have
occurred and be continuing, may, in the sole discretion of the Collateral Agent, (A) be held
by the Collateral Agent for the ratable benefit of the Secured Parties, as collateral security for the
Secured Obligations (whether matured or unmatured) and/or (B) then or at any time thereafter
may be applied by the Collateral Agent against the Secured Obligations then due and owing.



     6.5. Application of Proceeds. Except as expressly provided elsewhere in this
Agreement, after the occurrence and during the continuance of an Event of Default, all
proceeds received by the Collateral Agent in respect of any sale, any collection from, or other
realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral
Agent against, the Secured Obligations in the following order of priority: first, to the
payment of all



38









 







costs and expenses of such sale, collection or other realization, including reasonable compensation
to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and
advances made or incurred by the Collateral Agent in connection therewith, and all amounts for
which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the
Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for
the account of the applicable Grantor, and to the payment of all costs and expenses paid or
incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder
or under the Credit Agreement, all in accordance with the terms hereof or thereof; second,
to the extent of any excess, subject to Section 2.14 of the Credit Agreement, to the payment of all
other Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties; and
third, to the extent of any excess such proceeds, to the payment to or upon the order of
such Grantor or to whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.



SECTION 7. COLLATERAL AGENT.








39









 








     The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and,
by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall
be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any action (including,
without limitation, the release or substitution of Collateral), solely in accordance with this
Agreement and the Credit Agreement; provided, the Collateral Agent shall, after payment in full of
all Obligations under the Credit Agreement and the other Credit Documents, exercise, or refrain
from exercising, any remedies provided for herein in accordance with the instructions of the
holders of a majority of the aggregate notional amount (or, with respect to any Hedge Agreement
that has been terminated in accordance with its terms, the amount then due and payable (exclusive
of expenses and similar payments but including any early termination payments then due) under such
Hedge Agreement) under all Hedge Agreements (Requisite Lenders or, if applicable, such holders
being referred to herein as “Requisite Obligees”). In furtherance of the foregoing provisions of
this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall
have no right individually to realize upon any of the Collateral hereunder, it being understood and
agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the
Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section.
The Collateral Agent shall at all times be the same Person that is Administrative Agent under the
Credit Agreement. Written notice of resignation by Administrative Agent pursuant to terms of the
Credit Agreement shall also constitute notice of resignation as the Collateral Agent under this
Agreement; removal of Administrative Agent pursuant to the terms of the Credit Agreement shall also
constitute removal as the Collateral Agent under this Agreement; and appointment of a successor
Administrative Agent pursuant to the terms of the Credit Agreement shall also constitute
appointment of a successor Collateral Agent under this Agreement. Upon the acceptance of any
appointment as Administrative Agent under the terms of the Credit Agreement by a successor
Administrative Agent, that successor Administrative Agent shall thereby also be deemed the
successor Collateral Agent and such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring or removed
Collateral Agent under this Agreement, and the retiring or removed Collateral Agent under this
Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and
other items of Collateral held hereunder, together with all records and other documents necessary
or appropriate in connection with the performance of the duties of the successor Collateral Agent
under this Agreement, and (ii) execute and deliver to such successor Collateral Agent or otherwise
authorize the filing of such amendments to financing statements, and take such other actions, as
may be necessary or appropriate in connection with the assignment to such successor Collateral
Agent of the security interests created hereunder, whereupon such retiring or removed Collateral
Agent shall be discharged from its duties and obligations under this Agreement. After any retiring
or removed Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the
provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be
taken by it under this Agreement while it was the Collateral Agent hereunder.



SECTION 8. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.








40









 








     This Agreement shall create a continuing security interest in the Collateral and shall remain
in full force and effect until the payment in full of all Secured Obligations, the cancellation or
termination of the Commitments and the cancellation or expiration of all outstanding Letters of
Credit, be binding upon each Grantor, its successors and assigns, and inure, together with the
rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and
its successors, transferees and assigns. Without limiting the generality of the foregoing, but
subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans
held by it to any other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all
Secured Obligations, the cancellation or termination of the Commitments and the cancellation or
expiration of all outstanding Letters of Credit, the security interest granted hereby shall
terminate hereunder and of record and all rights to the Collateral shall revert to Grantors. Upon
any such termination the Collateral Agent shall, at Grantors’ expense, execute and deliver to
Grantors such documents as Grantors shall reasonably request to evidence such termination.



SECTION 9. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.




     The powers conferred on the Collateral Agent hereunder are solely to protect its interest in
the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the
exercise of reasonable care in the custody of any Collateral in its possession and the accounting
for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have
exercised reasonable care in the custody and preservation of Collateral in its possession if such
Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its
own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents
shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any
agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such
agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be
payable by each Grantor under Section 10.2 of the Credit Agreement.



SECTION 10. INDEMNITY AND EXPENSES.




          (a) Each Grantor agrees:





          (i) to defend, indemnify, pay and hold harmless each Indemnitee, from and against any
and all claims, losses and liabilities in any way relating to, growing out of or resulting
from this Agreement and the transactions contemplated hereby



41









 







(including without limitation enforcement of this Agreement), except to the extent such
claims, losses or liabilities result from such Indemnitee’s gross negligence or willful
misconduct; and




          (ii) to pay to the Collateral Agent promptly following written demand the amount of
any and all reasonable and documented costs and reasonable expenses, including the
reasonable and documented fees and expenses of its counsel and of any experts and agents in
accordance with the terms and conditions of the Credit Agreement.



          (b) The obligations of each Grantor in this Section 10 shall survive the
termination of this Agreement and the discharge of such Grantor’s other obligations under this
Agreement, the Hedge Agreements, the Credit Agreement and any other Credit Documents.




SECTION 11. MISCELLANEOUS.




     Any notice required or permitted to be given under this Agreement shall be given in accordance
with Section 10.1 of the Credit Agreement. No failure or delay on the part of the Collateral Agent
in the exercise of any power, right or privilege hereunder or under any other Credit Document shall
impair such power, right or privilege or be construed to be a waiver of any default or acquiescence
therein, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Credit Documents are cumulative to, and not
exclusive of, any rights or remedies otherwise available. In case any provision in or obligation
under this Agreement 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. All
covenants hereunder shall be given independent effect so that if a particular action or condition
is not permitted by any of such covenants, the fact that it would be permitted by an exception to,
or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of
a Default or an Event of Default if such action is taken or condition exists. This Agreement shall
be binding upon and inure to the benefit of the Collateral Agent and Grantors and their respective
successors and assigns. No Grantor shall, without the prior written consent of the Collateral
Agent, assign any right, duty or obligation hereunder. This Agreement and the other Credit
Documents embody the entire agreement and understanding between Grantors and the Collateral Agent
and supersede all prior agreements and understandings between such parties relating to the subject
matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of
prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties. This Agreement may be executed in one or more counterparts and by
different parties hereto in separate 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; signature pages may be detached from multiple separate counterparts



42









 




and attached to a single counterpart so that all signature pages are physically attached to the
same document.




     THIS AGREEMENT 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.



[Remainder of page intentionally left blank]





43












 





     IN WITNESS WHEREOF, each Grantor and the Collateral Agent 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:  	
 	 
	 	 	Name:  	Robert L. Antin 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Tomas W. Fuller 	 
	 	 	Title:  	Chief Financial Officer and Assistant Secretary 	 
	 
	HOLDINGS:       	VCA ANTECH, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Robert L. Antin 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Tomas W. Fuller 	 
	 	 	Title:  	Chief Financial Officer and Assistant Secretary 	 
	 



Pledge and Security Agreement




S-1









 








AAH MERGER CORPORATION

AHC OF SOUTHERN SARATOGA COUNTY, INC.

ALBANY VETERINARY CLINIC

ANIMAL CENTER, INC.

ANIMAL CLINIC OF SANTA CRUZ, INC.

APEX VETERINARY HOSPITAL, INC.

ARROYO PETCARE CENTER, INC.

ASSOCIATES IN PET CARE, INC.

BERWYN VETERINARIAN HOSPITAL, INC.

BROWN ANIMAL HOSPITAL, INC.

CACOOSING ANIMAL HOSPITAL, LTD.

CAT CLINIC OF TULSA, INC.

CLARMAR ANIMAL HOSPITAL, INC.

CORNERSTONE VETERINARY HOSPITAL, INC.

C.V.T., INC.

DETWILER VETERINARY CLINIC, INC.

DIAGNOSTIC VETERINARY SERVICE, INC.

EAGLE PARK ANIMAL CLINIC, INC.

EAGLE RIVER VETERINARY HOSPITAL, INC.

EAST MILL PLAIN ANIMAL HOSPITAL, INC.

EDGEBROOK, INC.

FLORIDA VETERINARY LABORATORIES, INC.

FOX CHAPEL ANIMAL HOSPITAL, INC.

FREEHOLD, INC.

GLEN ANIMAL HOSPITAL INC.

GOLDEN MERGER CORPORATION

H.B. ANIMAL CLINICS, INC.

HIGHLANDS ANIMAL HOSPITAL, INC.

INDIANA VETERINARY DIAGNOSTIC LAB, INC.

KIRKWOOD ANIMAL HOSPITAL, INC.

KIRKWOOD ANIMAL HOSPITAL BOARDING &

GROOMING, INC.

LAFAYETTE VETERINARY HOSPITAL, INC.

LAKE JACKSON VETERINARY CLINIC, INC.

LAKEWOOD ANIMAL HOSPITAL, INC.

LAMMERS VETERINARY HOSPITAL, INC.

LEWELLING VETERINARY CLINIC, INC.

MAIN STREET SMALL ANIMAL HOSPITAL

MILLER ANIMAL HOSPITAL

M.S. ANIMAL HOSPITALS, INC.





Pledge and Security Agreement




S-2









 





NATIONAL PETCARE CENTERS, INC

NEWARK ANIMAL HOSPITAL, INC.

NORTH COAST VETERINARY MEDICAL GROUP

NORTH ROCKVILLE VETERINARY HOSPITAL, INC.

NORTHERN ANIMAL HOSPITAL, INC.

NORTHSIDE ANIMAL HOSPITAL, INC.

NOYES ANIMAL HOSPITAL, INC.

NPC OPERATIONS, INC.

OCEAN BEACH VETERINARY HOSPITAL, INC.

OLD RIVER VETERINARY HOSPITAL, INC.

OLD TOWN VETERINARY HOSPITAL, INC.

PET CARE HOSPITAL, INC.

PETS’ RX, INC.

PETS’ RX NEVADA, INC.

PPI OF PENNSYLVANIA, INC.

PRESTON PARK ANIMAL HOSPITAL, INC.

PRINCETON ANIMAL HOSPITAL, INC.

PROFESSIONAL VETERINARY SERVICES, INC.

RALEIGH HILLS VETERINARY CLINIC, INC.

RIVIERA ANIMAL HOSPITAL, INC.

ROSSMOOR — EL DORADO ANIMAL HOSPITAL, INC.

SILVER SPUR ANIMAL HOSPITAL, INC.

SOUND TECHNOLOGIES, INC.

SOUTH COUNTY VETERINARY CLINIC, INC.

SOUTHEAST AREA VETERINARY MEDICAL CENTER, INC.

SPANISH RIVER ANIMAL HOSPITAL, INC.

SUNDOWN ANIMAL CLINIC LTD.

TAMPA ANIMAL MEDICAL CENTER, INC.

TANGLEWOOD PET HOSPITAL, INC.

TEMPE VETS, INC.

THE PET PRACTICE (FLORTOA), INC.

THE PET PRACTICE (ILLINOIS), INC.

THE PET PRACTICE (MASSACHUSETTS), INC.

THE PET PRACTICE OF MICHIGAN, INC.

TOMS RIVER VETERINARY HOSPITAL, P.A.

TOTAL CARE ANIMAL HOSPITAL, INC.

UNIVERSITY PET CLINIC INC.

VCA — ASHER,INC.

VCA ALABAMA, INC.

VCA ALBANY ANIMAL HOSPITAL, INC.

VCA ALBUQUERQUE, INC.

VCA ALL PETS ANIMAL COMPLEX, INC.

VCA ALPINE ANIMAL HOSPITAL, INC.

VCA ANDERSON ANIMAL HOSPITAL, INC.




Pledge and Security Agreement




S-3









 








VCA ANDERSON OF CALIFORNIA ANIMAL HOSPITAL, INC.

VCA ANIMAL HOSPITALS, INC.

VCA APAC ANIMAL HOSPITAL, INC.

VCA CACOOSING ANIMAL HOSPITAL, INC.

VCA CASTLE SHANNON VETERINARY HOSPITAL, INC.

VCA CENTERS-TEXAS, INC.

VCACEN VET, INC.

VCA CLARMAR ANIMAL HOSPITAL, INC.

VCA CLINICAL VETERINARY LABS, INC.

VCA CLINIPATH LABS, INC.

VCA CLOSTER,INC.

VCA DETWILER ANIMAL HOSPITAL, INC.

VCA DOVER ANIMAL HOSPITAL, INC.

VCA EAGLE RIVER ANIMAL HOSPITAL, INC.

VCA EAST ANCHORAGE ANIMAL HOSPITAL, INC.

VCA EMERGENCY PET CLINIC, INC.

VCA GREATER SAVANNAH ANIMAL HOSPITAL, INC.

VCA HOWELL BRANCH ANIMAL HOSPITAL, INC.

VCA KANEOHE ANIMAL HOSPITAL, INC.

VCA LAKESIDE ANIMAL HOSPITAL, INC.

VCA LAMB AND STEWART ANIMAL HOSPITAL, INC.

VCA LAMMERS ANIMAL HOSPITAL, INC.

VCA LEWIS ANIMAL HOSPITAL, INC.

VCA MARINA ANIMAL HOSPITAL, INC.

VCA MILLER-ROBERTSON #152

VCA MISSION, INC.

VCA MISSOURI, INC.

VCA NORTHBORO ANIMAL HOSPITAL, INC.

VCA NORTHWEST VETERINARY DIAGNOSTICS, INC.

VCA OF NEW YORK, INC.

VCA OF SAN JOSE, INC.

VCA OF TERESITA, INC.

VCA PROFESSIONAL ANIMAL LABORATORY, INC.

VCA REAL PROPERTY ACQUISITION CORPORATION

VCA REFERRAL ASSOCIATES ANIMAL HOSPITAL, INC.

VCA ROHRIG 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.




Pledge and Security Agreement




S-4









 








VCA TEXAS MANAGEMENT, INC.

VCA WORTH ANIMAL HOSPITAL, INC.

VCA WYOMING ANIMAL HOSPITAL, INC.

VETERINARY HOSPITALS, INC.

WEST SHORE VETERINARY HOSPITAL, INC.

WEST LOS ANGELES VETERINARY MEDICAL GROUP, INC.

WILLIAM C. FOUTS, LTD.

WINGATE, INC.

WOODLAD ANIMAI MEDICAL CENTER, INC.




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Tomas W. Fuller	 
	 	 	Title:  	Chief Financial Officer and Assistant Secretary	 
	 
	 	VETERINARY CENTERS OF AMERICA — TEXAS, L.P. 	 
	 	By:  	VCA Centers-Texas, Inc., General Partner
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Robert L. Antin	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Tomas W. Fuller 	 
	 	 	Title:  	Chief Financial Officer and Assistant Secretary 	 
	 



Pledge and Security Agreement




S-5









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as the Collateral Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	S. Michael St. Geme	 
	 	 	Title:  	Vice President 	 
	 



Pledge and Security Agreement





 











 





EXHIBIT J TO

CREDIT AND GUARANTY AGREEMENT




MORTGAGE



See Execution Version




EXHIBIT J-1





 









 








EXHIBIT K TO

CREDIT AND GUARANTY AGREEMENT




FORM OF PERMITTED SELLER NOTE




MANDATORY PROVISIONS



          “Senior Agent” shall mean the Administrative Agent for the Lenders under the Senior
Credit Agreement, and its successors in such capacity, or if there is then no acting
Administrative Agent under the Senior Credit Agreement, persons holding a majority in principal
amount of the Senior Debt outstanding thereunder.



          “Senior Credit Agreement” shall mean the Credit and Guaranty Agreement, dated as of
May 16, 2005, by and among VCA ANTECH, INC., (the “Company”), Vicar Operating, Inc., certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to time Goldman Sachs
Credit Partners L.P., as Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and
Wells Fargo Bank, N.A., as Joint Lead Arranger, Joint Bookrunner and Administrative Agent, as
amended, supplemented or otherwise modified from time to time hereafter, together with any credit
agreement or similar document from time to time executed by the Company to evidence any
Refinancing (as defined in the definition of Senior Indebtedness) or successive Refinancings.



          “Senior Indebtedness” shall mean (i) all Obligations (as defined in the Senior Credit
Agreement) now or hereafter incurred pursuant to and in accordance with the terms of the Senior
Debt Documents, (ii) any other Indebtedness which is not, by its terms, expressly subordinated in
right of payment to this Note including, in the case of the amounts described in clause (i) and
(ii) any principal, prepayment charges, interest (including, without limitation, interest accruing
after the filing of a petition initiating any proceeding under the Bankruptcy Code, whether or not
allowed as a claim in such proceeding) indemnities or reimbursement of fees, expenses or other
amounts, and (iii) any indebtedness incurred for the purpose of refinancing, restructuring,
extending or renewing (collectively, “Refinancing”) the obligations of the Company under the Senior
Credit Agreement as set forth in clauses (i) and (ii) above.



          “Senior Debt Documents” shall mean the Senior Credit Agreement and all other documents
and instruments delivered or filed in connection with the creation or incurrence of any Senior
Indebtedness (including, without limitation, the guaranty agreements executed and delivered by the
subsidiaries of the Company in respect of the Obligations under the Senior Credit Agreement or
obligations under any other Senior Indebtedness).



          “Senior Lenders” shall mean the financial institutions party to the Senior Credit
Agreement as “Lenders” from time to time.



EXHIBIT K-1




 









 





Section [    ]





	 	 	Subordination.





     1.1. Agreement to Subordinate. The Company and, by its acceptance hereof, each Holder
agrees that the indebtedness of the Company evidenced by this Note, whether for principal, interest
or any other amount payable under or in respect hereof and all rights or claims arising out of or
associated with such Indebtedness (the “Subordinated Obligations”), shall be junior and subordinate
in right of payment to the prior payment in full in cash of all Senior Indebtedness, in accordance
with the provisions of this Section [    ]. Each holder of Senior Indebtedness shall be deemed to have
acquired Senior Indebtedness in reliance upon the agreements of the Company and the holder of this
Note contained in this Section [    ]. The provisions of this Section [    ] shall be reinstated if at
any time any payment of any of the Senior Indebtedness is rescinded or must otherwise be returned
by any holder of Senior Indebtedness or any representative of such holder upon the insolvency,
bankruptcy or reorganization of the Company. Any provision of this Note to the contrary
notwithstanding (other than the provision contained in Section [    ]), the Company shall not make,
and no Holder shall accept, any payment or prepayment of principal, or prepayment of other amounts
due thereunder, of any kind whatsoever (including without limitation by distribution of assets, set
off, exchange or any other manner) with respect to the Subordinated Obligations at any time when
any of the Senior Indebtedness remains outstanding unless permitted by the terms of the Senior
Credit Agreement. Holder may receive regularly scheduled payments of principal and interest in
respect of the Subordinated Obligations in accordance with the terms of this Note except to the
extent and at the times prohibited or restricted by the provisions of this Section [    ]. In no event
shall the Holder commence any action or proceeding to contest the provisions of this Section [    ] or
the priority of the Liens (as defined in the Senior Credit Agreement) granted to the holders of the
Senior Indebtedness by the Company. No Holder shall take, accept or receive any collateral security
from the Company for the payment of the Subordinated Obligations.



          1.1.
Liquidation, Dissolution, Bankruptcy. In the event of any insolvency, bankruptcy,
dissolution, winding up, liquidation, arrangement, reorganization, marshalling of assets or
liabilities, composition, assignment for the benefit of creditors or other similar proceedings
relating to the Company, its debts, its property or its operations, whether voluntary or
involuntary, including, without limitation the filing of any petition or the taking of any action
to commence any of the foregoing (which, in the case of action by a third party, is not dismissed
within 60 days) (a “Bankruptcy Event”), all Senior Indebtedness shall first be paid in full in cash
or other immediately available funds before Holder shall be entitled to receive or retain any
payment or distribution of assets of the Company with respect to any Subordinated Obligations. In
the event of any such Bankruptcy Event, any payment or distribution of assets to which Holder would
be entitled if the Subordinated Obligations were not subordinated to the Senior Indebtedness in
accordance with this Section [    ], whether in cash, property, securities or otherwise, shall be paid
or delivered by the debtor, custodian, trustee or agent or other Person making such payment or
distribution, or by the Holder if received by it, directly to the Senior




EXHIBIT K-2




 












 




Agent on behalf of the holders of the Senior Indebtedness for application to the payment of
the Senior Indebtedness remaining unpaid, to the extent necessary to make payment in full in cash
or other immediately available funds of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to or for the holders of the Senior Indebtedness.




     1.1. No Payments with Respect to Subordinated Obligations in Certain Circumstances.



          1.a.1. In circumstances in which Section [     ](b) is not applicable, no payment of any nature
(including, without limitation, any distribution of assets) in respect of the Subordinated
Obligations (including, without limitation, pursuant to any judgment with respect thereto or on
account of the purchase or redemption or other acquisition of Subordinated Obligations, by set off,
prepayment exchange or other manner) shall be made by or on behalf of the Company if, at the time
of such payment:




               (i) a default in the payment when due (whether at the maturity thereof, or upon acceleration
of maturity or otherwise and without giving effect to any applicable grace periods) of all or any
portion of the Senior Indebtedness (whether of principal, interest or any other amount with
respect thereto) shall have occurred, and such default shall not have been cured or waived in
accordance with the terms of the Senior Debt Documents; or



               (i) subject to the last sentence of this Section [     ](c), (x) the Company shall have received
notice from the Senior Agent of the occurrence of one or more Events of Default (as defined in the
Senior Credit Agreement) in respect of the Senior Indebtedness (other than payment defaults
described in Section [     ](c)(i)(A) above), (y) any such Event of Default shall not have been cured
or waived in accordance with the terms of the Senior Debt Documents, and (z) 360 days shall not
have elapsed since the date such notice was received.



          The Company may resume payments (and may make any payments missed due to the application of
Section [     ](c)(i)) in respect of the Subordinated Obligations or any judgment with respect
thereto:




          (A) in the case of a default referred to in clause (A) of this
Section [     ](c)(i), upon a cure or waiver thereof in accordance with the terms of the Senior
Debt Documents; or




          (B) in the case of an Event of Default or Events of Default referred to in
clause (B) of this Section [     ](c)(i), upon the earlier to occur of (1) the cure or
waiver of all such Events of Default in accordance with the terms of the Senior
Debt Documents, or (2) the expiration of such period of 360 days.



          1.a.1. Following any acceleration of the maturity of any Senior Indebtedness and as long as
such acceleration shall continue unrescinded and unannulled, such Senior Indebtedness shall first
be paid in full in cash before any payment is made on account of or




EXHIBIT K-3





 









 







applied on the Subordinated Obligations.




          1.a.1. The Company shall give prompt written notice to the Holder of (i) any default in
respect of Senior Obligations referred to in Section [     ](c)(i)(A) and (ii) any notice of the type
described in Section [     ](c)(i)(B) from the Senior Agent.




     l.1. When Distribution Must Be Paid Over. In the event that Holder shall receive any
payment or distribution of assets that Holder is not entitled to receive or retain under the
provisions of this Note, Holder shall hold any amount so received in trust for the holders of
Senior Indebtedness, shall segregate such assets from other assets held by Holder and shall
forthwith turn over such payment or distribution (without liability for interest thereon) to the
Senior Agent on behalf of the holders of Senior Indebtedness in the form received (with any
necessary endorsement) to be applied to Senior Indebtedness.



     
1.1. Exercise of Remedies. So long as any Senior Indebtedness is outstanding
(including any loans, any letters of credit, any commitments to lend or any lender guarantees),
Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies
with respect to an Event of Default under this Note, including, without limitation, any action (1)
to demand or sue for collection of amounts payable hereunder, (2) to accelerate the principal of
this Note, or (3) to commence or join with any other creditor (other than the holder of a majority
in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or
premised on the occurrence of a Bankruptcy Event prior to the earlier of:



               (i) the payment in full in cash or other immediately available funds of all Senior
Indebtedness;



               (i) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this
Section [     ](e)) in connection with or premised upon the occurrence of a Bankruptcy Event;



               (i) the expiration of 360 days immediately following the receipt by the Senior Agent of notice
of the occurrence of such Event of Default from the Holder; and



               (i) the acceleration of the maturity of the Senior Indebtedness in excess of [$                    ];


provided, however, that if, with respect to (B) and (D) above, such proceeding or
acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period
such Event of Default has been cured or waived, the prohibition against taking the actions
described in this section [     ](e) shall automatically be reinstated as of the date of the
rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A),
(B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior
written notice to the Senior Agent before taking any action described in this Section [     ](e),
which notice shall describe with




EXHIBIT K-4






 









 







specificity the action that the Holder in good faith intends to take.




     1.1. Acceleration of Payment of Note. If this Note is declared due and payable prior
to its maturity date, no direct or indirect payment that is due solely by reason of such
declaration shall be made, nor shall application be made of any distribution of assets of the
Company (whether by set off or in any other manner, including, without limitation, from or by way
of collateral) to the payment, purchase or other acquisition or retirement of this Note, unless, in
either case, (i) all amounts due or to become due on or in respect of the Senior Indebtedness shall
have been previously paid in full in cash, (ii) all commitments to lend under Senior Indebtedness
shall have been terminated, (iii) all letters of credit issued pursuant to the Senior Debt
Documents shall have been cancelled or otherwise terminated, (iv) all guarantees constituting
Senior Indebtedness shall have been terminated and (v) all lender guarantees constituting Senior
Indebtedness shall have been permanently reduced to zero.



     1.1. Proceedings Against Company. So long as any Senior Indebtedness is outstanding
(including any loans, any commitments to lend, any letters of credit or any lender guarantees),
Holder (solely in its capacity as a holder of this Note) shall not commence any bankruptcy,
insolvency, reorganization or other similar proceeding against Company.



     1.1. Amending Senior Indebtedness. Any holder of Senior Indebtedness may, at any time
and from time to time, without the consent of or notice to Holder (i) modify or amend the terms of
the Senior Indebtedness, (ii) sell, exchange, release, fail to perfect a lien on or a security
interest in or otherwise in any manner deal with or apply any property pledged or mortgaged to
secure, or otherwise securing, Senior Indebtedness, (iii) release any guarantor or any other
person liable in any manner for the Senior Indebtedness, (iv) exercise or refrain from exercising
any rights against Company or any other person, (v) apply any sums by whomever paid or however
realized to Senior Indebtedness or (vi) take any other action that might be deemed to impair in
any way the rights of the holder of this Note. Any and all of such actions may be taken by the
holders of Senior Indebtedness without incurring responsibility to Holder and without impairing or
releasing the obligations of Holder to the holders of Senior Indebtedness.



     1.1. Certain Rights in Bankruptcy. Holder hereby irrevocably authorizes and empowers
each holder of Senior Indebtedness (and its representative or representatives) to demand, sue for,
collect and receive all payments and distributions under the terms of this Note, to file and prove
all claims (including claims in bankruptcy) relating to this Note, to exercise any right to vote
arising with respect to this Note and any claims hereunder in any bankruptcy, insolvency or
similar proceeding and take any and all other actions in the name of Holder (solely in its
capacity as a holder of this Note), as such holder of Senior Indebtedness determines to be
necessary or appropriate.



     1.1. Subrogation. No payment or distribution to any holder of Senior Indebtedness pursuant to
the provisions of this Note shall entitle Holder to exercise any right of subrogation in respect
thereof until (i)(1) all Senior Indebtedness shall have been paid in full in cash, (2) all



EXHIBIT K-5





 












 




commitments to lend under Senior Indebtedness shall have been terminated, (3) all letters of
credit issued pursuant to the Senior Debt Documents shall have been cancelled or otherwise
terminated, (4) all guarantees constituting Senior Indebtedness shall have been terminated and (5)
all lender guarantees constituting Senior Indebtedness shall have been permanently reduced to zero
or (ii) all holders of Senior Indebtedness have consented in writing to the taking of such action.




     1.1. Relative Rights. The provisions of this Section [     ] are for the benefit of the
holders of Senior Indebtedness (and their successors and assigns) and shall be enforceable by them
directly against Holder. Holder acknowledges and agrees that any breach of the provisions of this
Section [     ] will cause irreparable harm for which the payment of monetary damages may be
inadequate. For this reason, Holder agrees that, in addition to any remedies at law or equity to
which a holder of the Senior Indebtedness may be entitled, a holder of the Senior Indebtedness will
be entitled to an injunction or other equitable relief to prevent breaches of the provisions of
this Section [     ] and/or to compel specific performance of such provisions. The provisions of this
Section [     ] shall continue to be effective or be reinstated, as the case may be, if at any time any
payment of Senior Indebtedness is rescinded or must otherwise be returned by any holder of Senior
Indebtedness upon the occurrence of a Bankruptcy Event or otherwise, all as though such payment had
not been made. The provisions of this Section [     ] are not intended to impair and shall not impair
as between Company and Holder, the obligation of Company, which is absolute and unconditional, to
pay Holder all amounts owing under this Note.



     1.1. Reliance on Orders and Decrees. Subject to the provisions of Section [     ](d)
hereof, upon any payment or distribution of assets of Company, whether in cash, property,
securities or otherwise, Holder shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which any insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate
of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution, delivered to Holder for
the purpose of ascertaining the Persons entitled to participate in such payment or distribution,
the holders of Senior Indebtedness, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Section [     ].



Section [     ]




          Right of Set-Off. Anything in this Note to the contrary notwithstanding, nothing in
this Note shall preclude the Company from timely exercising such Company’s right pursuant
to Section                      of the Purchase Agreement to set-off indemnification claims against this Note
and/or interest payments under this Note.]



EXHIBIT K-6





 









 








Section [     ]




          Amendment. So long as any Senior Indebtedness (including any letter of credit or
lender guarantee) is outstanding or there is a commitment to lend any Senior Indebtedness
(including any commitment under the Senior Debt Documents) the terms of this Note may be amended
only with the consent of the Senior Agent. Subject to the foregoing, without the consent of the
Senior Agent hereof, this Note may be amended by the Company and the Holder to cure any ambiguity,
defect or inconsistency that does not affect the subordination provisions hereof or the rights of
the Senior Lenders.



* * *




Events of Default.




          Permitted Seller Notes shall not cross-default to the Senior Credit Agreement or any of the
other Senior Debt Documents or the Senior Indebtedness.



Prepayment.




          Permitted Seller Notes shall not permit any voluntary or mandatory prepayment.



[Remainder of page intentionally left blank]




EXHIBIT K-7




 









 








          IN WITNESS WHEREOF, the Company has executed and delivered this Note on the date first written
above.



	 	 	 	 	 
	 	VCA ANTECH, INC.

 	 
	 	
By:  	


 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Agreed:



[NAME OF SELLER]

 	 	 
	
By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



EXHIBIT K-8





 











 





EXHIBIT L TO

CREDIT AND GUARANTY AGREEMENT




JOINDER AGREEMENT




          THIS JOINDER AGREEMENT, dated as of [__________ , 200_] (this
“Agreement”), by and among [NEW LENDERS] (each a “Lender” and collectively the “Lenders”), VICAR
OPERATING, INC., a Delaware corporation, as a Borrower (“Company”), VCA ANTECH, INC., as a
Guarantor (“Holdings”), and CERTAIN SUBSIDIARIES OF THE Company, as Guarantors (“Subsidiaries”),
GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Bookrunner and sole Syndication
Agent and WELLS FARGO BANK, N.A., as Joint Lead Arranger, Joint Bookrunner and Administrative
Agent.




RECITALS:




          WHEREAS, reference is hereby made to the CREDIT AND GUARANTY AGREEMENT, dated as of May 16, 2005 (as it may be amended, supplemented or otherwise modified, the
“Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein
as therein defined), by and among the Company, Holdings and certain Subsidiaries of Company, as
Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Lead Arranger, Joint Bookrunner and sole Syndication Agent and WELLS FARGO BANK, N.A., as
Joint Lead Arranger, Joint Bookrunner and Administrative Agent; and




          WHEREAS, subject to the terms and conditions of the Credit Agreement, Company may provide New
Term Loan Commitments by entering into one or more Joinder Agreements with the New Term Loan
Lenders.




          NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




          Each Lender party hereto hereby agrees to commit to provide its respective Commitment as set
forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:




          Each Lender (i) confirms that it has received a copy of the Credit Agreement and the other
Credit Documents, together with copies of the financial statements referred to therein and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder Agreement (this “Agreement”); (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender or Agent and
based on such documents and information as it shall deem appropriate at the time,


EXHIBIT K-1









 







          continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes Administrative Agent and Syndication Agent to take such
action as agent on its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to Administrative Agent and Syndication Agent, as the case may
be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv)
agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender.




          Each Lender hereby agrees to make its Commitment on the following terms and conditions [***************]:





	1.	 	Applicable Margin. The Applicable Margin for each Series [___] New Term Loan shall
mean, as of any date of determination, a percentage per annum as set forth below
corresponding to the Total Leverage Ratio as of the last day of the fiscal quarter for
which financial statements have been delivered pursuant to Section [    ] plus the
pricing premium, if any, less the pricing reduction, if any, in each case as set forth
below:





	 	 	 	 	 
	Series[___] New Term Loans
	Total Leverage Ratio	 	Eurodollar Rate Loans	 	Base Rate Loans
	___:___
	 	%
	 	%







	2.	 	Principal Payments. Subject to Section 3 of this Agreement, Company shall make
principal payments on the Series [___] New Term Loans in installments on the dates and
in the amounts set forth below:
	 
	3.	 	Voluntary and Mandatory Prepayments. Scheduled installments of principal of the
[Series [___]] New Term Loans set forth above shall be reduced in connection with any
voluntary or mandatory prepayments of the [Series [    ]] New Term Loans in accordance
with Sections 2.11, 2.12 and 2.13 of the Credit Agreement respectively.
	 
	4.	 	Prepayment Fees. Borrower agrees to pay to each Lender the following prepayment
fees, if any: [    ].





          [Insert other additional prepayment provisions with respect to New Term Loans]






 




			
	[***************] 	 	Insert completed items 1-7 as applicable, with respect to New Term Loans with
such modifications as may be agreed to by the parties hereto to the extent consistent with
Section 2.24 of the Credit Agreement.




EXHIBIT K-2









 











	5.	 	Other Fees. Borrower agrees to pay each Lender its Pro Rata Share of an aggregate fee equal to [______,___] on
[______,___].
	 
	6.	 	Proposed Borrowing. This Agreement represents Borrower’s request to borrow [Series [    ] New Term Loans]
from the Lenders as follows (the “Proposed Borrowing”):






	 	a.	 	Business Day of Proposed Borrowing: ______,___
	 
	 	b.	 	Amount of Proposed Borrowing: $_________





	 	 	 	 	 	 	 

	c.

	 	 
	 	Interest rate option:

Loan(s)

o   b. Eurodollar Rate Loans

          with an initial Interest

          Period of
___ month(s)
	 	o      a. Base Rate







	7.	 	New Lenders. Each Lender that is not already a Lender under the Credit Agreement
acknowledges and agrees that upon its execution of this Agreement and the making of
Series __, New Term Loans that such Lender shall become a “Lender” under, and for all
purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to
and bound by the terms thereof, and shall perform all the obligations of and shall have all
rights of a “Lender” thereunder.][***************]
	 
	8.	 	Credit Agreement Governs. Except as set forth in this Agreement, [Series [__] New
Term Loans] shall otherwise be subject to the provisions of the Credit Agreement and the
other Credit Documents.
	 
	9.	 	Company’s Certifications. By its execution of this Agreement, the undersigned officer,
to the best of his or her knowledge, and Company hereby certify that:






	 	i.	 	The representations and warranties contained in the Credit Agreement and
the other Credit Documents are true and correct in all material respects on
and as of the date hereof to the same extent as though made on and as of the
date hereof, except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations
and warranties were true and correct in all material respects on and as of
such earlier date;







 




			
	[***************]  	 	Insert bracketed language if the lending institution is not already a Lender.




EXHIBIT K-3









 











	 	ii.	 	No event has occurred and is continuing or would result from the
consummation of the Proposed Borrowing contemplated hereby that would
constitute a Default or an Event of Default; and
	 
	 	iii.	 	Company has performed in all material respects all agreements
and satisfied all conditions which the Credit Agreement provides shall be
performed or satisfied by it on or before the date hereof.






	10.	 	Company Covenants. By its execution of this Agreement, Company hereby covenants
that:






	 	i.	 	Company shall deliver or cause to be delivered the following legal
opinions and documents: [_____], together with all other legal
opinions and other documents reasonably requested by Administrative Agent in
connection with this Agreement; and
	 
	 	ii.	 	Set forth on the attached Officers’ Certificate are the
calculations (in reasonable detail) demonstrating compliance with the
financial tests described in Section 6.8 of the Credit Agreement on a
pro-forma basis, giving effect to the Series [    ] New Term Loans.






	11.	 	Eligible Assignee. By its execution of this Agreement, each Lender represents and warrants
that it is an Eligible Assignee.
	 
	12.	 	Notice. For purposes of the Credit Agreement, the initial notice address of each Lender
shall be as set forth below its signature below.
	 
	13.	 	Non-US Lenders. For each Lender that is a Non-US Lender, delivered herewith to
Administrative Agent are such forms, certificates or other evidence with respect to United
States federal income tax withholding matters as such Lender may be required to deliver to
Administrative Agent pursuant to subsection 2.19(c) of the Credit Agreement.
	 
	14.	 	Recordation of the New Loans. Upon execution and delivery hereof, Administrative Agent will
record the Series [    ] New Term Loans made by the Lenders in the Register.
	 
	15.	 	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of
the parties hereto.
	 
	16.	 	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents
constitute the entire agreement among the parties with respect to the subject matter hereof
and thereof and supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject




EXHIBIT K-4









 






	 	 	matter hereof.






	17.	 	GOVERNING LAW. THIS AGREEMENT 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 (INCLUDING, WITHOUT LIMITATION, SECTION 5-14-4 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK).






	18.	 	Severability. Any term or provision of this Agreement which is invalid or unenforceable in
any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so
broad as would be enforceable.






	19.	 	Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement.




EXHIBIT K-5









 











          IN WITNESS WHEREOF, each of the undersigned has caused its duly
authorized officer to execute and deliver this Joinder Agreement as of [_________,_______].




	 	 	 	 	 
	 	[NAME OF LENDER] 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Notice Address:



Attention:

Telephone:

Facsimile:

 	 
	 	 	 
	 	VICAR OPERATING, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	VCA ANTECH, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[NAME OF SUBSIDIARY]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



EXHIBIT K-6









 






	 	 	 	 	 



Consented to by:




	 	 	 	 	 
	GOLDMAN SACHS CREDIT PARTNERS, L.P.,

as Syndication Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	WELLS FARGO BANK, N.A.

as Administrative Agent

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



EXHIBIT K-7









 






	 	 	 	 	 



SCHEDULE A

TO JOINDER AGREEMENT




	 	 	 	 	 	 	 
	Name of Lender	 	Type of Commitment	 	Amount
	[_______________]

	 	New Term Loan Commitment
	 	          $_____________	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Total: $_____________








EXHIBIT K-8