assets of any Pension Plan:
$[___,___,___]
(e)
to the extent not included in clauses (ii)(a) through (d) above, any
net extraordinary gains (or plus any net extraordinary losses):
$[___,___,___]
4. 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:
$[___,___,___]
Actual:
_.__:1.00
Required:
1.20:1.00
5. Leverage Ratio: (i)/(ii) =
(i)
Consolidated Total Debt
$[___,___,___]
(ii)
Consolidated Adjusted EBITDA for the four-Fiscal
Quarter period then ended:
$[___,___,___]
Actual:
_.__:1.00
Required:
3.00:1.00
EXHIBIT C-4
EXHIBIT D TO
CREDIT AND GUARANTY AGREEMENT
[Reserved]
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 August 19, 2010 (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, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,
Collateral Agent, Issuing Bank and Swing Line Lender, BANK OF AMERICA, N.A., as
Syndication Agent and the other agents party thereto; 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