AMENDMENT
NO. 3 TO LOAN AGREEMENT
This
Amendment No. 3 to Loan Agreement (as the same may from time
to time be amended, restated, modified or otherwise supplemented,
the “ Third Amendment ”), dated August 21,
2009, is 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 November 14,
2006, as amended on September 17, 2007 and November 19,
2008 (as the same may from time to time be amended, restated,
modified or otherwise supplemented, 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 decrease the principal amount of the
revolving credit facility provided by the Loan Agreement from
$40,000,000 to $37,480,000.
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. The
Recitals of the Loan Agreement are hereby amended by deleting the
first paragraph in its entirety and substituting the following
first paragraph in its place:
WHEREAS,
Borrower has requested that Lender loan up to forty-two million one
hundred forty-six thousand dollars ($42,146,000) to Borrower via a
thirty-seven million four hundred eighty thousand dollar
($37,480,000) revolving credit facility and a four million six
hundred sixty-six thousand dollar ($4,666,000) term loan facility,
the proceeds of which will be used to refinance existing
indebtedness of Borrower and to provide Borrower with working
capital support;
2. The
Recitals of the Loan Agreement are hereby amended by deleting the
fifth paragraph in its entirety and substituting the following
fifth paragraph in its place:
NOW,
THEREFORE, for and in consideration of Lender making loans up to
$42,146,000 to Borrower, the premises set forth above, which are
incorporated herein by this reference and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:
3. Section 1.2.
of the Loan Agreement is hereby amended by deleting the definition
of “Revolving Loan” in its entirety and substituting
the following definition in its place:
“Revolving
Loan” means the revolving credit facility in an amount up to
$37,480,000, as described in Section 2.1 and as provided in
the promissory note attached hereto as Exhibit 2.1.
4. Section 2.1
of the Loan
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