EXHIBIT 10.1
AMENDMENT NO. 1
AMENDMENT NO. 1 (this “
Amendment ”), dated as of September 17, 2007 to
the Loan Agreement dated as of November 14, 2006 ( the “
Loan Agreement ”), 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 (“ FNBO ”), a national banking
association (“Lender”).
RECITALS
I. Capitalized terms used herein which
are not otherwise defined herein shall have the respective meanings
ascribed thereto in the Loan Agreement.
II. Among other things, under
Section 6.2(e) of the Loan Agreement, Borrower cannot make,
create, incur, assume, or suffer to exist any mortgage, pledge,
security interest, encumbrance, lien or charge of any kind or
restriction upon the use of any property or assets secured in
accordance with or pursuant to the Loan Agreement, except purchase
money liens or security interests in an aggregate amount less than
Fifty Thousand and 00/100 Dollars ($50,000.00).
III. The Borrower has now requested that the
limitation on purchase money security interest liens described
above be amended to allow the Borrower to grant Hill’s Pet
Nutrition Sales, Inc. a purchase money security interest in all
products acquired from Hill’s including but not limited to
Hill’s Prescription Diet and/or Hill’s Science Diet,
together will all proceeds from the sale of such Hill’s
branded products.
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, the Borrower and Lender hereby agree
as follows:
1.
Section 1.2(l) of the Loan Agreement (Definitions) is
amended to add the following:
“(11) It
is not a Receivable arising from any Inventory which is acquired
from Hill’s Pet Nutrition Sales, Inc. and subject to the
Security Agreement dated as of September 17, 2007 by and
between Hill’s Pet Nutrition Sales, Inc. and
PVPL.”
2.
Section 1.2(m) of the Loan Agreement (Definitions) is
amended to add the following:
“(9) It
is not Inventory acquired from Hill’s Pet Nutrition Sales,
Inc. and subject to the Security Agreement dated as of
September 17, 2007 by and between Hill’s Pet Nutrition
Sales, Inc. and PVPL.”
3.
Section 6.2 of the Loan Agreement (Negative Covenants)
is hereby amended by restating Section 6.2 in its entirety as
follows:
“Section 6.2 Liens. Borrower shall not make, create,
incur, assume or suffer to exist any mortgage, pledge, security
interest
