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, 2016, 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 FOUR MILLION SIX
HUNDRED SIXTY-SIX THOUSAND AND NO/100 DOLLARS ($4,666,000),
together with interest from the date the proceeds of the Advance
evidenced by this Term Note (this “Note”) issued under
the Loan Agreement by and among Borrower and Bank of even date
herewith (the “Loan Agreement”) are initially disbursed
until maturity on the principal balance from time to time remaining
unpaid hereon and remaining unpaid on December 1, 2016, 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.
This Note is the
Term Note referred to in and issued under and subject to the Loan
Agreement. 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.
If any payment
shall not be paid when due and shall remain unpaid for ten
(10) days, Borrower shall pay an additional charge equal to
five percent (5.00%) of the delinquent payment or the highest
additional charge permitted by law, whichever is less.
There shall be no
prepayment of this Note; provided, however, the Bank may consider
requests for its consent with respect to prepayment of this Note,
without incurring an obligation to do so, and Borrower acknowledges
that in the event that such consent is granted, Borrower shall be
required to pay the Bank, upon prepayment of all of the principal
amount before final maturity, a prepayment fee equal to the
positive difference (if any) between (a) the present value of
the stream of monthly principal and interest payments due under
this Note from the date of such prepayment through December 1,
2016 (the “Remaining Scheduled Term”), calculated using
the interpolated yield, at the time of such prepayment, of the two
U.S. Dollar Interest Rate Swaps (as published in Federal Reserve
Statistical Release H.15[519]) whose terms most closely match the
Remaining Scheduled Term, and (b) the present value of the
stream of monthly principal and interest payments due under this
Note from the date of such prepayment through December 1,
2016, calculated using the interpolated yield, as of the date
hereof, of the two U.S. Dollar Interest Rate Swaps whose terms most
closely match the term commencing on the date hereof and ending on
December 1, 2016.
1
If Borrower fails
to pay any prepayment fee when due, the amount of such prepayment
fee shall thereafter bear interest until paid at the Default Rate
specified in the Loan Agreement (computed on the basis of a 360-day
year, actual days elapsed). Any prepayment of principal shall be
accompanied by a payment of interest accrued to the date thereon;
and said prepayment shall be applied to the principal installments
in the inverse order of their maturities. All prepayments shall be
in an amount equal to the remaining entire principal balance of
this Note.
If the Bank at any
time accelerates this Note afte
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