EXHIBIT 4.8
Vicar Operating, Inc.
Senior Subordinated Notes due 2010
VCA Antech, Inc.
Senior Notes due 2010
Consent and Waiver
This Consent and Waiver ("Consent and Waiver") is dated as of November 20, 2001.
Reference is hereby made to (i) the Vicar Operating, Inc. Senior Subordinated
Notes due 2010 (the "Company Notes"), issued pursuant to the Indenture (the
"Company Indenture"), dated as of September 20, 2000, by and among Vicar
Operating, Inc., a Delaware corporation (the "Company"), the Guarantors (as
defined therein) and Chase Manhattan Bank and Trust Company National
Association, a national banking association organized under the federal laws of
the United States, as trustee (the "Trustee"), (ii) the VCA Antech, Inc. Senior
Notes due 2010 (the "Holdings Notes"), issued pursuant to the Indenture (the
"Holdings Indenture"), dated as of September 20, 2000, by and between VCA
Antech, Inc., a Delaware corporation (formerly known as Veterinary Centers of
America, Inc.) ("Holdings") and the Trustee, as trustee. Capitalized terms used
herein and not defined herein shall have the respective meanings ascribed to
such terms in the Holdings Indenture.
The undersigned, being all of the holders of the Company Notes and the Holdings
Notes, hereby consent to:
(i) the issuance of up to $175 million of the 9 7/8% Senior
Subordinated Notes due 2009 (the "Company 144A Notes")
to be issued pursuant to the Indenture to be entered
into among the Company, the guarantors and the trustee
named therein, provided that the net proceeds of the
issuance of the Company 144A Notes and the net proceeds
of Holdings' initial public offering (the "Holdings
I.P.O.") are used as described in the preliminary
Offering Circular dated October 31, 2001 with any
additional net proceeds used in accordance with clause
(iv) below or to pay other currently outstanding
Indebtedness of Holdings or the Company;
(ii) the payment by the Company of a dividend to Holdings of
a portion of the proceeds of the issuance of the Company
144A Notes solely for the purpose of allowing the
transactions contemplated in clause (iii) and (iv) of
this paragraph;
(iii) the redemption by Holdings of all of the outstanding
Preferred Stock of Holdings; and
(iv) Holdings' optional redemption of (i) 35% of the
aggregate principal amount of the outstanding Holdings
Notes at a price of 110% of the aggregate principal
amount thereof plus accrued and unpaid interest as of
the date of the redemption on a pro rata basis from each
of the Holders of the Holdings Notes, (ii) up to an
additional $7.0 million in principal amount of the
Holdings Notes at a price of 110% of the aggregate
principal amount thereof plus accrued and unpaid
interest as of the date of the redemption to be split
amongst the following entities as they shall determine:
(a) TCW Leveraged Income Trust, L.P., a Delaware limited
partnership, (b) TCW Leveraged Income Trust II, L.P., a
Delaware limited partnership, (c) TCW Leveraged Income
Trust IV, L.P., a Delaware limited partnership, (d)
TCW/Crescent Mezzanine Partners II, L.P., a Delaware
limited partnership, and (e) TCW/Crescent Mezzanine
Trust II, a closed-end Delaware statutory business trust
(each of the entities described in subsection (a)
through (e) of this section collectively referred to as
the "TCW Entities") and (iii) if the gross proceeds of
the Holdings I.P.O. are greater than $182 million or the
gross proceeds from the issuance of the Company 144A
Notes are greater than $150 million, as Holdings or the
Company may elect, up to the remaining aggregate
principal amount of the outstanding Holdings Notes held
by the TCW Entities and The Northwestern Mutual Life
Insurance Company, a Wisconsin corporation
("Northwestern") (after the redemptions contemplated by
clause (i) of this paragraph), at a price of 110% of the
aggregate principal amount thereof plus accrued and
unpaid interest as of the date of the redemption and/or
up to approximately $5.8 million in principal amount of
the outstanding Company Notes at a price of 110% of the
aggregate principal amount thereof plus accrued and
unpaid interest as of the date of the redemption on a
pro rata basis from Northwestern and the TCW Entities.
The undersigned also irrevocably waive any breach of the following provisions,
solely to the extent resulting from the consummation of the optional redemptions
and other transactions consented to above:
(i) paragraph 5 of the Holdings Notes;
(ii) paragraph 5 of the Company Notes;
(iii) the notice requirements of paragraph 7 of the Holdings
Notes;
(iv) the notice requirements of paragraph 7 of the Company
Notes;
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(v) the pro rata redemption provisions of Section 3.02 of
the Holdings Indenture;
(vi) the pro rata redemption provisions of Section 3.02 of
the Company Indenture;
(vii) Section 3.03(a) of the Holdings Indenture;
(viii) Section 3.03(a) of the Company Indenture;
(ix) Section 5.02 of the Holdings Indenture;
(x) Section 5.02 of the Company Indenture;
(xi) Section 5.04 of the Holdings Indenture;
(xii) Section 5.04 of the Company Indenture;
(xiii) Section 5.06 of the Holdings Indenture; and
(xiv) Section 5.06 of the Company Indenture.
The optional redemptions and other transactions consented to herein
shall take place using the proceeds of the the Company 144A Notes and the
Holdings I.P.O. and shall take place immediately upon the closing of the sale of
the Company 144A Notes; provided, however, that any portion of the optional
redemptions consented to under subclause (iii) of clause (iv) above being
financed with the proceeds of any "green shoe" under the Holdings I.P.O. may
take place immediately upon the closing of such green shoe.
Pursuant to Section 13 of the Purchase Agreement and the Company
Purchase Agreement, Holdings, the Company and the Guarantors shall pay all
expenses incurred by the Purchasers (including, without limitation, the
reasonable and documented fees and disbursements of Fried, Xxxxx, Xxxxxx,
Xxxxxxx & Xxxxxxxx, counsel to the Purchasers) in connection with this Consent
and Waiver, the proposed amendments to the Holdings Indenture and the Company
Indenture and any other agreements, instruments or documents executed pursuant
to the transactions consented to herein, whether or not the same shall become
effective.
The effectiveness of this Consent and Waiver shall be contingent on the
execution of the Company 144A Notes Indenture, the sale of the Company 144A
Notes and the consummation of the Holdings I.P.O.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed, as of the day and year first above written.
GS MEZZANINE PARTNERS II, L.P.
By: GS Mezzanine Advisors II, L.L.C.,
its general partner
By: /s/ Xxxxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Vice President
GS MEZZANINE PARTNERS II OFFSHORE, L.P.
By: GS Mezzanine Advisors II, L.L.C.
its general partner
By: /s/ Xxxxxxxxx X. Xxxxxxxxxx
Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Vice President
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd.
as its General Partner
By: /s/ Xxxxxxxx X. Xxxx, Xx.
Name: Xxxxxxxx X. Xxxx, Xx.
Title: Managing Director
By: TCW Investment Management Company
as Investment Adviser
By: /s/ Xxxx-Xxxx Xxxxxx
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST II, L.P.
By: TCW (XXXX XX), L.P.
as its General Partner
By: TCW Advisers (Bermuda), Ltd.
its General Partner
By: /s/ Xxxxxxxx X. Xxxx, Xx.
Name: Xxxxxxxx X. Xxxx, Xx.
Title: Managing Director
By: TCW Investment Management Company
as Investment Adviser
By: /s/ Xxxx-Xxxx Xxxxxx
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
TCW LEVERAGED INCOME TRUST IV, L.P.
By: TCW Asset Management Company
As its Investment Adviser
By: /s/ Xxxxxxxx X. Xxxx, Xx.
Name: Xxxxxxxx X. Xxxx, Xx.
Title: Managing Director
By: /s/ Xxxx-Xxxx Xxxxxx
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
By: TCW (XXXX XX), L.L.C.
As General Partner
By: TCW Asset Management Company
As its Managing Member
By: /s/ Xxxxxxxx X. Xxxx, Xx.
Name: Xxxxxxxx X. Xxxx, Xx.
Title: Managing Director
By: /s/ Xxxx-Xxxx Xxxxxx
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
TCW/CRESCENT MEZZANINE PARTNERS II, L.P.
By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner
By: TCW/Crescent Mezzanine, L.L.C.
its general partner
By: /s/ Xxxx-Xxxx Xxxxxx
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
TCW/CRESCENT MEZZANINE TRUST II
By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner
By: TCW/Crescent Mezzanine, L.L.C.
its general partner
By: /s/ Xxxx-Xxxx Xxxxxx
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By: /s/ X. Xxxxx
Name:
Title:
Agreed to and accepted by:
VCA ANTECH, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
VICAR OPERATING, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
GUARANTORS:
AAH MERGER CORPORATION
ACADEMY ANIMAL, INC.
XXXXXXXX ANIMAL HOSPITAL, INC.
ANIMAL CLINIC OF SANTA XXXX, INC.
ANIMAL EMERGENCY CLINIC, P.C.
BEAUMONT VETERINARY ASSOCIATES, P.C.
BERLA, INC.
CACOOSING ANIMAL HOSPITAL, LTD.
CACOOSING PET CARE & NUTRITION CENTER, INC.
CLARMAR ANIMAL HOSPITAL, INC.
DETWILER VETERINARY CLINIC, INC.
DIAGNOSTIC VETERINARY SERVICE, INC.
EAGLE PARK ANIMAL CLINIC, INC.
EAGLE RIVER VETERINARY HOSPITAL, INC.
EDGEBROOK, INC.
FLORIDA VETERINARY LABORATORIES, INC.
FOX CHAPEL ANIMAL HOSPITAL, INC.
FREEHOLD, INC.
XXXX ANIMAL HOSPITAL, INC.
GOLDEN MERGER CORPORATION
H.B. ANIMAL CLINICS, INC.
HIGHLANDS ANIMAL HOSPITAL, INC.
HOWELL BRANCH ANIMAL HOSPITAL, P.A.
LAKE XXXXXXX VETERINARY HOSPITAL, INC.
LAKEWOOD ANIMAL HOSPITAL, INC.
XXXXXXX VETERINARY HOSPITAL, INC.
XXXXXXXXX VETERINARY CLINIC, INC.
XXXXXX ANIMAL HOSPITAL
M.S. ANIMAL HOSPITALS, INC.
NEWARK ANIMAL HOSPITAL, INC.
NORTHERN ANIMAL HOSPITAL, INC.
NORTH ROCKVILLE VETERINARY HOSPITAL, INC.
NORTHSIDE ANIMAL HOSPITAL, P.C.
XXXXX ANIMAL HOSPITAL, INC.
OAK HILL VETERINARY HOSPITAL, INC.
OLD TOWN VETERINARY ANIMAL HOSPITAL, INC.
PET PRACTICE (MASSACHUSETTS), INC.
PETS' RX, INC.
PETS' RX NEVADA, INC.
PPI OF PENNSYLVANIA, INC.
PRINCETON ANIMAL HOSPITAL, INC.
PROFESSIONAL VETERINARY SERVICES, INC.
RIVIERA ANIMAL HOSPITAL, INC.
XXXXXXXXX BLVD. ANIMAL HOSPITAL, INC.
ROSSMOOR CENTER ANIMAL CLINIC, INC.
ROSSMOOR - EL DORADO ANIMAL HOSPITAL, INC.
SAN XXXXXXX ANIMAL CLINIC
SILVER SPUR ANIMAL HOSPITAL, INC.
SOUTH COUNTY VETERINARY CLINIC, INC.
SPANISH RIVER ANIMAL HOSPITAL, INC.
TAMPA ANIMAL MEDICAL CENTER, INC.
THE PET PRACTICE (FLORIDA), INC.
THE PET PRACTICE (ILLINOIS), INC.
THE PET PRACTICE (MASSACHUSETTS), INC.
THE PET PRACTICE OF MICHIGAN, INC.
VCA ALABAMA, INC.
VCA ALBANY ANIMAL HOSPITAL, INC.
VCA ALBUQUERQUE, INC.
VCA ALL PETS ANIMAL COMPLEX, INC.
VCA ALPINE ANIMAL HOSPITAL, INC.
VCA XXXXXXXX OF CALIFORNIA ANIMAL HOSPITAL, INC.
VCA ANIMAL HOSPITALS, INC.
VCA ANIMAL HOSPITAL WEST, INC.
VCA APAC ANIMAL HOSPITAL, INC.
VCA - XXXXX, INC.
VCA BAY AREA ANIMAL HOSPITAL, INC.
VCA CACOOSING ANIMAL HOSPITAL, INC.
VCA CASTLE XXXXXXX 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 GOLDEN COVE ANIMAL HOSPITAL, INC.
VCA GREATER SAVANNAH ANIMAL HOSPITAL, INC.
VCA HOWELL BRANCH ANIMAL HOSPITAL, INC.
VCA INFORMATION SYSTEMS, INC.
VCA KANEOHE ANIMAL HOSPITAL, INC.
VCA LAKESIDE ANIMAL HOSPITAL, INC.
VCA LAMB AND XXXXXXX ANIMAL HOSPITAL, INC.
VCA XXXXXXX ANIMAL HOSPITAL, INC.
VCA XXXXX ANIMAL HOSPITAL, INC.
VCA MARINA ANIMAL HOSPITAL, INC.
VCA XXXXXX ANIMAL HOSPITAL, INC.
VCA - MISSION, INC.
VCA NORTHBORO ANIMAL HOSPITAL, INC.
VCA NORTHWEST VETERINARY DIAGNOSTICS, INC.
VCA OF COLORADO-XXXXXXXX, INC.
VCA OF NEW YORK, INC.
VCA OF SAN XXXX, INC.
VCA OF XXXXXXXX, INC.
VCA PROFESSIONAL ANIMAL LABORATORY, INC.
VCA REAL PROPERTY ACQUISITION CORPORATION
VCA REFERRAL ASSOCIATES ANIMAL HOSPITAL, INC.
VCA XXXXXX ANIMAL HOSPITAL, INC.
VCA - ROSSMOOR, INC.
VCA ST. PETERSBURG ANIMAL HOSPITAL, INC.
VCA SILVER SPUR ANIMAL HOSPITAL, INC.
VCA SOUTH SHORE ANIMAL HOSPITAL, INC.
VCA SPECIALTY PET PRODUCTS, INC.
VCA SQUIRE ANIMAL HOSPITAL, INC.
VCA TEXAS MANAGEMENT, INC.
VCA WYOMING ANIMAL HOSPITAL, INC.
VETERINARY HOSPITALS, INC.
WEST LOS ANGELES VETERINARY MEDICAL GROUP, INC.
WESTWOOD DOG & CAT HOSPITAL
W.E. XXXXXXXX, D.V.M., WORTH ANIMAL HOSPITAL, CHARTERED
XXXXXXX X. XXXXX, D.V.M., LTD.
XXXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer and Assistant
Secretary
VCA VILLA ANIMAL HOSPITAL, L.P.
By: VCA Animal Hospitals, Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer and Assistant
Secretary
VETERINARY CENTERS OF AMERICA - TEXAS, L.P.
By: VCA Centers-Texas, Inc., General Partner
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer and President
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer and Assistant
Secretary
ANIMAL CENTER, INC.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
ASSOCIATES IN PET CARE, S.C.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
KIRKWOOD ANIMAL HOSPITAL - LEA
M.E. XXXXX, V.M.D., P.A.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
MAIN STREET SMALL ANIMAL HOSPITAL, INC.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
SOUTHEAST AREA VETERINARY MEDICAL
CENTER, P.C.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
VCA ASSOCIATE ANIMAL HOSPITAL, L.P.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
VCA HERITAGE ANIMAL HOSPITAL, L.P.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
TOMS RIVER VETERINARY HOSPITAL, P.A.
By: /s/ Xxxxxx X. Xxxxx
Name:
Title:
