AMENDMENT NO. 2 TO LOAN
AGREEMENT
This
Amendment No. 2 to Loan Agreement (this “
Amendment ”), dated as of November 19, 2008, by
and among Professional Veterinary Products, Ltd., a Nebraska
corporation (“ PVPL ”), ProConn, LLC, a Nebraska
limited liability company (“ ProConn ”), Exact
Logistics, LLC, a Nebraska limited liability company (“
Exact ”, together with PVPL and ProConn, collectively
and individually herein referred as “Borrower”), and
First National Bank of Omaha, a national banking association
(“Lender”).
I. Borrower
and Lender entered into a Loan Agreement dated as of
November 14, 2006, as amended (the “ Loan
Agreement ”).
II. Capitalized
terms used herein which are not otherwise defined herein shall have
the respective meanings ascribed thereto in the Loan
Agreement.
III.
Borrower has requested that certain terms and conditions of the
Loan Agreement be amended to facilitate Borrower’s entry into
an interest rate swap transaction with Lender.
Accordingly,
in consideration of the Recitals and the terms and conditions
herein set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, Borrower
and Lender hereby agree as follows:
1. Section 1.2
of the Loan Agreement is hereby amended by deleting the definition
of “LIBOR Rate” in its entirety and substituting the
following definition in its place:
“LIBOR
Rate” means the London interbank offered rate for an interest
period of one (1) month appearing on the Bloomberg Finance,
L.P. rate sheets (or any successor to or substitute for such
service, providing rate quotations comparable to those currently
provided by such service, as determined by Lender from time to time
for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two (2) London Banking Days
prior to the date such rate shall be adjusted hereunder. In the
event that such rate is not available for any reason, then the
LIBOR Rate shall be the rate at which dollar deposits for a
maturity comparable to one (1) month are offered by the
principal London office of any major bank in immediately available
funds in the London interbank market at approximately
11:00 a.m., London time, two (2) London Banking Days
prior to the date such rate shall be adjusted hereunder. The LIBOR
Rate shall be adjusted hereunder on the first (1
st
) London
Banking Day of each calendar month.
2. Section 1.2
of the Loan Agreement is hereby amended by adding the following
definitions in alphabetical order:
“London
Banking Day” means any day (other than a Saturday or Sunday)
on which commercial banks are open for business in London,
England.
“Swap
Obligations” means the obligations of Borrower pursuant to
any arrangement with Lender, whereby, directly or indirectly,
Borrower is entitled to receive from time to time periodic payments
calculated by applying either a floating or a fixed rate of
interest on a stated notional amount in exchange for periodic
payments made to Lender calculated by applying a fixed or a
floating rate of interest on the same notional amount and shall
include, without limitation, interest rate swaps, caps, floors,
collars and similar agreements.
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