VCA Antech, Inc. Senior Notes due 2010 Acknowledgment and Waiver

Contract Categories: Business Finance - Note Agreements
EX-10.1 4 dex101.htm ACKNOWLEDGEMENT AND WAIVER DATED 01/29/2003 Acknowledgement and Waiver dated 01/29/2003
EXHIBIT 10.1
 
VCA Antech, Inc.
Senior Notes due 2010
 
Acknowledgment and Waiver
 
This Acknowledgment and Waiver (“Acknowledgment and Waiver”) is dated as of January 29, 2003.
 
Reference is hereby made to 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, as amended on November 20, 2001 and January 7, 2003, by and between VCA Antech, Inc., a Delaware corporation (formerly known as Veterinary Centers of America, Inc.) (“Holdings”) and J.P. Morgan Trust Company, National Association (formerly Chase Manhattan Bank and Trust Company, National Association), a national banking association organized under the federal laws of the United States, 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 Holdings Notes acknowledge Holdings’ planned optional redemption of the entire 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, with the redemption to be effected on a pro rata basis among the outstanding Holdings Notes to be paid with a portion of the proceeds of the firm commitment underwritten secondary public offering of shares of Common Stock of the Company pursuant to that certain Registration Statement on Form S-3 (No. 333-102439) filed with the Commission on January 10, 2003, as amended (the “Secondary Offering”).
 
The undersigned also irrevocably waive any breach of the following provisions, solely to the extent resulting from the consummation of the optional redemption acknowledged above:
 
 
(i)
 
The time-period for the notice requirements and the minimum prepayment amount requirements of paragraph 5 of the Holdings Notes;
 
 
(ii)
 
the first sentence of paragraph 7 of the Holdings Notes; and
 
 
(iii)
 
the time-period for the notice requirements of section 3.03(a) of the Holdings Indenture.
 
Pursuant to Section 13 of the Purchase Agreement, Holdings shall pay all expenses incurred by the Purchasers (including, without limitation, the reasonable and documented fees and disbursements of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Purchasers) in connection with this Acknowledgment and Waiver and any other agreements, instruments or documents executed pursuant to the transactions acknowledged herein, whether or not the same shall become effective.
 
This Acknowledgment and Waiver shall become effective upon and contingent on the consummation of the Secondary Offering.

IN WITNESS WHEREOF, the undersigned have signed this instrument as of the date first written above:
 
GS MEZZANINE PARTNERS II, L.P.
 
By:
  
GS Mezzanine Advisors II, L.L.C.,
its general partner
By:
  
/s/    JOHN E. BOWMAN            
   
Name: John E. Bowman
Title:   Vice President
 
GS MEZZANINE PARTNERS II OFFSHORE, L.P.
By:
  
GS Mezzanine Advisors II, L.L.C.
its general partner
By:
  
/s/    JOHN E. BOWMAN            
   
Name: John E. Bowman
Title:   Vice President
 
TCW LEVERAGED INCOME TRUST, L.P.
 
By:
  
TCW Advisers (Bermuda), Ltd.
as its General Partner
By:
  
/s/    JAMES M. HASSETT            
   
Name: James M. Hassett
Title:   Managing Director
By:
  
TCW Investment Management Company
as Investment Adviser
By:
  
/s/    JAMES C. SHEVLET, JR.            
   
Name: James C. Shevlet, Jr.
Title:   Senior Vice President

TCW LEVERAGED INCOME TRUST II, L.P.
 
By:
  
TCW (LINC II), L.P.
as its General Partner     
By:
  
TCW Advisers (Bermuda), Ltd.
its General Partner
By:
  
/s/    James M. Hassett                        
   
Name: James M. Hassett
Title:   Managing Director
By:
  
TCW Investment Management Company
as Investment Adviser
By:
  
/s/    James C. Shevlet, Jr.                    
   
Name: James C. Shevlet, Jr.
Title:   Senior Vice President

TCW LEVERAGED INCOME TRUST IV, L.P.
 
By:
  
TCW Asset Management Company
As its Investment Adviser
By:
  
/s/    JAMES M. HASSETT            
   
Name: James M. Hassett
Title:   Managing Director
By:
  
TCW Asset Management Company
As its Managing Member of TCW (LINC IV), L.L.C., the General Partner
By:
  
/s/    JAMES C. SHEVLET, JR.            
   
Name: James C. Shevlet, Jr.
Title:   Senior Vice President

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/    JAMES C. SHEVLET, JR.            
   
Name: James C. Shevlet, Jr.
Title:   Senior Vice President
 
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/    JAMES C. SHEVLET, JR.            
   
Name: James C. Shevlet, Jr.
Title:   Senior Vice President
 
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
 
By:
  
/s/    MARK E. KISHLER                
   
Name: Mark E. Kishler
Title:   Its Authorized Representative

Agreed to and accepted by:
 
VCA ANTECH, INC.
 
By:
  
/s/    TOMAS W. FULLER                
   
Name: Tomas W. Fuller
Title:   Vice President
 
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
 
By:
  
/s/    JAMES NAGY                    
   
Name: James Nagy
Title:   Assistant Vice President