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November 14, 2006
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(or, if less,
the aggregate
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unpaid
principal amount of
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FOR VALUE
RECEIVED, 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 to as “Borrower”), promise to pay, on or
before December 1, 2009, to the order of First National Bank
of Omaha, a national banking association (“Bank”), at
the Bank’s office at 1620 Dodge Street, Omaha, Nebraska
68197, or at such other address as the holder hereof may from time
to time designate in writing, the principal sum of FORTY MILLION
AND NO/100 DOLLARS ($40,000,000) or, if less, the aggregate unpaid
principal amount of all Advances evidenced by this Revolving Note
(this “Note”) issued under the Loan Agreement by and
among Borrower and Bank of even date herewith (the “Loan
Agreement”), together with interest from the date the
proceeds of the Advances are initially disbursed until maturity on
the principal balance from time to time remaining unpaid hereon and
remaining unpaid on December 1, 2009, at the rates, in the
manner and on the dates specified in the Loan Agreement.
The obligations of
PVPL, ProConn and Exact under this Note shall be joint and several.
Each of PVPL, ProConn and Exact hereby represent, warrant and
covenant for the benefit of Bank that it is the intention of each
of PVPL, ProConn and Exact that this Note be fully enforceable
against each of them in accordance with its terms to the same
extent as if such party had been the only party identified as
“Borrower” hereunder.
The Bank shall
record on its books or records or on a schedule to this Note which
is a part hereof the principal amount of each Advance made under
Section 2.1 of the Loan Agreement, all payments of principal
and interest and the principal balances from time to time
outstanding. The record thereof, whether shown on such books or
records or on a schedule to this Note, shall be prima facie
evidence as to all such amounts; provided, however, that the
failure of the Bank to record any of the foregoing shall not limit
or otherwise affect the obligation of the undersigned to repay all
Advances made under Section 2.1 of the Loan Agreement together
with accrued interest thereon.
This Note is the
Revolving Note referred to in and issued under and subject to the
Loan Agreement. Prepayments may be made hereon and this Note may be
declared due prior to the expressed maturity hereof, all in the
events, on the terms and in the manner and amounts provided in said
Loan Agreement. All capitalized terms used in this Note, except
terms otherwise defined herein, shall have the same meaning as such
terms have in the Loan Agreement.
This Note is
secured by certain Collateral as set forth in the Collateral
Agreements, to which reference is hereby made for a description of
the Collateral and a statement of the terms and conditions upon
which the Bank may exercise rights with respect to such
Collateral.
All payments on
this Note shall be made in lawful money of the United States of
America and in immediately available and freely transferable funds
at the place of payment.
1
If this Note is
placed in the hands of an attorney for collection, Borrower agrees
to pay reasonable attorneys’ fees and costs incurred by the
Bank in connection therewith, and in the event suit or action is
instituted to enforce or interpret this Note (including, without
limitation, efforts to modify or
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