EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
AGREEMENT made and entered into by and between Walco International, Inc. (the “Company”) and Greg Eveland (the “Executive”), effective as of the 1st day of September, 1997.
Restricted Stock Agreement under the Walco International Holdings, Inc. Amended and Restated 2005 Stock Option and Grant Plan [Time Vesting]Restricted Stock Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
Pursuant to the Walco International Holdings, Inc. Amended and Restated 2005 Stock Option and Grant Plan (the “Plan”), Walco International Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $[ ] in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapit
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Agreement made and entered into this day of , (the “Agreement”), by and between Animal Health International, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company) and (the “Indemnitee”):
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas
This AMENDMENT NO. 1 (the “Amendment”) to the Employment Agreement, dated September 1, 1997 (the “Employment Agreement”), by and between Walco International, Inc. (the “Company”) and Greg Eveland (the “Executive”), is made as of June 30, 2005, by and among the Company and the Executive. Steer Parent Corporation, a Delaware corporation (“Parent Corp.”), is a party to this Amendment solely for the purposes of Sections 8 and 9 of this Amendment.
TERM LOAN AGREEMENT made and entered into as of September 26, 2006 by and among WALCO INTERNATIONAL, INC. a Delaware corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER FROM TIME TO TIME, EACH OF THE FINANCIAL...Term Loan Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS TERM LOAN AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of September 26, 2006 by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”) and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).
AMENDED AND RESTATED SECURED TERM LOAN AGREEMENTSecured Term Loan Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of September 25, 2006 by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER and MERRILL LYNCH PCG, INC. (the “Lender”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among Walco International Holdings, Inc. The Charlesbank Investors as defined herein and The Management Investors as defined herein Dated as of September 8, 2005Stockholders Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of September [__], 2005, by and among Walco International Holdings, Inc., a Delaware corporation (the “Company”), the Persons identified on the signature pages hereto as the Charlesbank Investors (each, a “Charlesbank Investor” and collectively, the “Charlesbank Investors”), and the individuals identified on the signature pages hereto as Management Investors (collectively, the “Management Investors,” and each individually, a “Management Investor”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Charlesbank Investors, the Management Investors and the other parties who become a party hereto are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”
AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of September 26, 2006 by and among WALCO INTERNATIONAL, INC. a Delaware corporation (successor by merger to Walco International, Inc., a California corporation) EACH OF THE CREDIT PARTIES...Credit Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of September 26, 2006, by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation (successor by merger to Walco International, Inc., a California corporation), EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), a national banking association, as Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Documentation Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”)
CORPORATE DEVELOPMENT AND ADMINISTRATIVE SERVICES AGREEMENTCorporate Development and Administrative Services Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Corporate Development and Administrative Services Agreement (the “Agreement”), dated as of June 30, 2005, is entered into among Charlesbank Capital Partners, LLC, a Massachusetts limited liability company (“Charlesbank” or the “Advisor”), Steer Parent Corporation, a Delaware corporation (“Parent”) and Walco International, Inc., a Delaware corporation (“Walco” and together with Parent, the “Company”). For and in consideration of the covenants and agreements contained herein, the parties hereto hereby agree as follows:
