FIFTH AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.14
FIFTH AMENDMENT
TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 28, 2005 (this “Amendment”) by and among MWI VETERINARY SUPPLY CO. and MEMORIAL PET CARE, INC. (collectively, the “Borrowers”), the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), is made with reference to that certain Credit Agreement, dated as of June 18, 2002, by and among the Borrowers, the financial institutions from time to time party thereto (the “Lenders”), and the Agent, as amended by that certain First Amendment to Credit Agreement, dated as of August 13, 2002, that certain Second Amendment to Credit Agreement, dated as of December 19, 2003, that certain Third Amendment to Credit Agreement, dated as of September 1, 2004, and that certain Fourth Amendment to Credit Agreement dated as of September 29, 2004 (as so amended and as otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
RECITAL
WHEREAS, pursuant to Section 11.1 of the Credit Agreement, the Borrowers and the Lenders desire to amend the Credit Agreement as set forth below to increase the Letter of Credit Subfacility;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
AGREEMENT
1. Amendments.
1.1 Amendment To Annex A of the Credit Agreement. Annex A of the Credit Agreement is hereby amended to delete the definitions of “Letter of Credit Subfacility” and “Unused Letter of Credit Subfacility” in their entirety and to replace them with the following:
“Letter of Credit Subfacility” means $10,000,000.
“Unused Letter of Credit Subfacility” means an amount equal to $10,000,000 minus the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit plus, without duplication, (b) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit.
2. Conditions To Effectiveness Of This Amendment. This Amendment shall be effective only if and when signed by, and when counterparts hereof shall have been delivered to the Agent (by hand delivery, mail or telecopy) by, the Borrowers and the Lenders and the Consent of Guarantor in the form attached hereto shall have been delivered to the Agent by Holdings.
3. Miscellaneous.
3.1 Reference to and Effect on the Credit Agreement and the other Transaction Documents.
(a). On and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Credit Agreement, and each reference in the other Transaction Documents to the “Credit Agreement,” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.
(b). Except as specifically amended by this Amendment, the Credit Agreement and the other documents entered into pursuant to the Credit Agreement and the Liens granted thereby shall remain in full force and effect and are hereby ratified and confirmed.
(c). The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Agent or any Lender under the Credit Agreement or any of the other Loan Documents.
3.2 Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.
3.3 New York Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
3.4 Counterparts. This Amendment may be executed in any number of 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 and attached to a single counterpart so that all signature pages are physically attached to the same document.
3.5 Complete Agreement. This Amendment sets forth the complete agreement of the parties with respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to Credit Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
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“BORROWERS” |
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MWI VETERINARY SUPPLY CO., |
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an Idaho corporation |
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By: |
/s/ Xxxx Xxx X. Xxxxxxxx |
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Xxxx Xxx X. Xxxxxxxx |
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Vice President and Chief Financial Officer |
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MEMORIAL PET CARE, INC. |
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By: |
/s/ Xxxx Xxx X. Xxxxxxxx |
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Xxxx Xxx X. Xxxxxxxx |
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Vice President and Chief Financial Officer |
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“AGENT” |
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BANK OF AMERICA, N.A. |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx |
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Vice President |
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“LENDERS” |
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BANK OF AMERICA, N.A. |
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By: |
/s/ Xxxxxx X. Xxxxx |
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Xxxxxx X. Xxxxx |
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Vice President |
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“LENDERS” |
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GENERAL ELECTRIC
CAPITAL |
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By: |
/s/ illegible |
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Duly Authorized Signatory |
CONSENT OF GUARANTOR
The undersigned is a Guarantor of the Obligations of the Borrower under the Credit Agreement and hereby (a) consents to the foregoing Amendment, (b) acknowledges that notwithstanding the execution and delivery of the foregoing Amendment, the obligations of the undersigned Guarantor are not impaired or affected and the Guaranty continues in full force and effect, and (c) ratifies its Guaranty and each of the Loan Documents to which it is a party.
IN WITNESS WHEREOF, the undersigned has executed and delivered this CONSENT OF GUARANTOR as of the day of March, 2005.
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MWI VETERINARY HOLDINGS, INC. |
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By: |
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Name: |
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Title: |
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