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 any acquisition of assets that
constitutes a Permitted Acquisition; 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 other than in connection with a Permitted Acquisition.
EXHIBIT C-3
or any agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation
applicable to that Subsidiary: $[___,___,___]
EXHIBIT C-4
(d)
any after-tax gains (or plus any after-tax losses)
attributable to Asset Sales or returned surplus assets
of any Pension Plan: $[___,___,___]
(e)
to the extent not included in clauses (ii)(a)
through (d) above, any net extra­ordinary
gains (or plus any net extraordinary losses):$[___,___,___]
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-5
EXHIBIT D TO
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
[Reserved]
EXHIBIT D-1
EXHIBIT E TO
AMENDED AND RESTATED 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 Amended and Restated Credit and
Guaranty Agreement, dated as of August 16, 2011 (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. and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents 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