Exhibit 10.6
SUBSIDIARY BORROWER JOINDER
AGREEMENT
(MEMORIAL PET CARE, INC.)
THIS SUBSIDIARY
BORROWER JOINDER AGREEMENT (this “Joinder Agreement”)
is made and entered into as of December 15, 2004 by MEMORIAL
PET CARE, INC., an Idaho corporation (“ Subsidiary
”), and BANK OF AMERICA, N.A., as agent under the Credit
Agreement (as hereinafter defined) (the “ Agent
”). Capitalized terms used herein without definition
shall have the meanings assigned to those terms in the Credit
Agreement.
W I T N
E S S E T H
WHEREAS, MWI
Veterinary Supply Co., an Idaho corporation (the “
Borrower ”), the financial institutions from time to
time party thereto (together with their respective successors and
assigns, the “ Lenders ”) and the Agent have
entered into that certain Credit Agreement, dated as of
June 18, 2002 (as the same has heretofore been or may
hereafter be amended, supplemented, restated, amended and restated
or otherwise modified from time to time, the “Credit
Agreement”), providing for extensions of credit to be made by
the Lenders to the Borrower and the issuance of Letters of Credit
for the account of the Borrower and, upon satisfaction of the
conditions set forth in the Credit Agreement, to Subsidiaries of
the Borrower which become Subsidiary Borrowers
thereunder;
WHEREAS, pursuant
to Section 7.28(c) of the Credit Agreement, Subsidiary has
been designated as a Subsidiary Borrower under the Credit Agreement
and is required to enter into such other Credit Documents as are
executed by the Borrower; and
WHEREAS, the
Borrower and Subsidiary desire that Subsidiary become a
“Subsidiary Borrower” under the Credit Agreement in
accordance with the terms thereof and enter into such other Loan
Documents as are necessary or desirable to grant to the Agent, for
the benefit of the Lenders, Liens on and security interests in the
assets of Subsidiary;
NOW THEREFORE, in
consideration of the foregoing and to induce the Agent and the
Lenders to allow Subsidiary to become a “Subsidiary
Borrower” under the Credit Agreement and the other Loan
Documents, Subsidiary agrees as follows:
AGREEMENT
1.
Joinder to Credit Agreement and other Loan Documents .
Subsidiary hereby agrees that by its execution and delivery to the
Agent of this Joinder Agreement, it shall become a
“Subsidiary Borrower” under the Credit Agreement and
the other Loan Documents listed on Schedule I hereto and
hereby expressly and unconditionally assumes and agrees to pay,
perform and discharge all of the obligations and liabilities as a
“Subsidiary Borrower” thereunder, with the same effect
as if the Credit Agreement and such other Loan Documents had been
executed and delivered initially by
Subsidiary to the
Agent. Without limiting the generality of the foregoing,
attached hereto as Schedule II, are all such schedules,
exhibits, annexes, appendices or other attachments to the Credit
Agreement and such other Loan Documents as are required to be
delivered thereunder or required to make the representations,
warranties and covenants of the Borrower true, complete and
correct. This Joinder Agreement shall constitute a Loan
Document.
2.
Grant of Security Interest; Guaranty . Without
limiting the provisions of Section 1 above, Subsidiary
acknowledges that by its execution and delivery of this Joinder
Agreement, it shall become a “Pledgor” under the Pledge
Agreement, and a “Grantor” under the Security Agreement
executed by Borrower, each dated as of June 18, 2002, as such
agreements have been amended, supplemented, amended and restated or
otherwise modified prior to the date hereof. In furtherance
thereof, Subsidiary hereby grants to the Agent for its benefit and
the ratable benefit of the Lenders a security interest in and Lien
upon all of its right, title and interest in the assets, now owned
or hereafter acquired, which are “Pledged Collateral”
under such Pledge Agreement and “Collateral” under such
Security Agreement, with the same effect as if such Loan Documents
had been initially executed and delivered by it to the Agent.
3.
Additional Loan Documents . On or prior to the date
hereof, Subsidiary shall have executed and delivered to the Agent a
Revolving Note and a CapEx Note for each Lender and such financing
statements, intellectual property security agreements or
assignments, mortgages, deeds of trust, bank account control
agreements and other documents as are necessary or which the Agent
deems desirable to grant to the Agent a perfected first priority
security interest in Subsidiary’s assets, and the Borrower
shall have executed and delivered to the Agent a Pledge Amendment
to the Pledge Agreement, together with stock certificates or other
certificated securities, accompanied by stock powers duly endorsed
in blank, evidencing all of the issued and outstanding capital
stock or other equity interests of Subsidiary which are
certificated (or a control agreement, in form satisfactory to the
Agent with respect to uncertificated interests), and Subsidiary
shall have delivered to the Agent all promissory notes and other
instruments in favor of Subsidiary, with all endorsements deemed
necessary or advisable by the Agent, evidencing each of the notes
and other instruments pledged by Subsidiary under the Loan
Documents In addition, on or prior to the date hereof, the Borrower
or Subsidiary shall have, or caused to be, provided to the Agent,
the acquisition documents, certificates, lien search results and
other documents required to be provided to the Agent under the Loan
Documents including, without limitation, under Section 7.2
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