Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This
FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is entered into as
of February 8, 2010, among MWI VETERINARY SUPPLY CO., an Idaho corporation
(the “Borrower”), MWI VETERINARY SUPPLY, INC., a Delaware corporation
(the “Parent”), MEMORIAL PET CARE, INC., an Idaho corporation (“Memorial”
and together with Parent, collectively, the “Guarantors” and
individually, a “Guarantor”), BANK OF AMERICA, N.A., a national banking
association (“Bank of America”), WELLS FARGO BANK, N.A., a national
banking association (“Wells Fargo” and together with Bank of America and
each other lender from time to time party hereto, collectively, the “Lenders”
and individually, a “Lender”), and BANK OF AMERICA, N.A., a national
banking association, as issuer of letters of credit (in such capacity, the “L/C
Issuer”) and as administrative agent (in such capacity, the “Administrative
Agent”).


 


RECITALS


 


A.                                   The Borrower,
the Guarantors, the Lenders, the Administrative Agent and the L/C Issuer are
each a party to that certain Credit Agreement dated as of December 13,
2006 (as amended, restated, extended, supplemented or otherwise modified from
time to time, the “Credit Agreement”), pursuant to which and subject to
the terms and conditions therein contained, the Lenders agreed to make and have
made loans to the Borrower and the L/C Issuer agreed to issue and has issued
letters of credit to the Borrower under a revolving credit facility in the
maximum principal amount of $70,000,000.


 


B.                                     The Borrower
has informed the Lenders, the Administrative Agent and the L/C Issuer that it
intends to acquire Centaur Services Limited, a company incorporated under the
laws of England (“Centaur”), which company is a party to that certain
Agreement For The Factoring or Discounting Of Debts dated May 7, 2002 (the
“Factoring Agreement”) with Fortis Commercial Finance Limited, a company
incorporated under the laws of England (“Fortis”), pursuant to which
Fortis has agreed to factor or discount the accounts of Centaur.


 


C.                                     The Borrower
has requested that the Lenders (1) increase the maximum principal amount
of the revolving credit facility available to the Borrower under the Credit
Agreement to $100,000,000 as provided under Section 2.13 of the
Credit Agreement, (2) extend the maturity date thereof to March 1,
2013 and (3) consent to the existence of the indebtedness of Centaur to
Fortis under the Factoring Agreement and the liens granted by Centaur to Fortis
to secure such indebtedness, which the Lenders, the Administrative Agent and
the L/C Issuer have agreed to do, subject to the terms and conditions of this
Amendment.


 


NOW
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration receipt of which is hereby acknowledged, the parties agree as
follows:


 


AGREEMENT


 


1.                                      Definitions;
Interpretation.  All
capitalized terms used in this Amendment and not otherwise defined herein have
the meanings specified in the Credit Agreement. 
The rules of construction and interpretation specified in Sections 1.02
and 1.04 of the Credit Agreement also apply to this Amendment and are
incorporated herein by this reference.


 


2.                                      Amendments
to Credit Agreement.  The Credit
Agreement is hereby amended as follows:


 


(a)                                  Amendment to Section 1.01.  In Section 1.01, amendments are
made to the definitions, as follows:


 


(i)                                     Applicable Rate.  The table set forth in the definition of “Applicable
Rate” is deleted and the following substituted in its stead:


 


1

















 


Applicable Rate


 


	
  Pricing

  Level

  	
   

  	
  Funded
  Debt to

  EBITDA Ratio

  	
   

  	
  Commitment

  Fee

  	
   

  	
  Eurodollar

  Rate

  +

  	
   

  	
  Letters
  of

  Credit

  	
   

  	
  Base
  Rate

  +

  	
   

  
	
  1

  	
   

  	
  <1.75:1

  	
   

  	
  0.20

  	
  %

  	
  1.75

  	
  %

  	
  1.75

  	
  %

  	
  1.05

  	
  %

  
	
  2

  	
   

  	
  <2.50:1 but
  >1.75:1

  	
   

  	
  0.30

  	
  %

  	
  2.25

  	
  %

  	
  2.25

  	
  %

  	
  1.25

  	
  %

  
	
  3

  	
   

  	
  >2.50:1

  	
   

  	
  0.35

  	
  %

  	
  2.50

  	
  %

  	
  2.50

  	
  %

  	
  1.50

  	
  %

  



 


(ii)                                  Centaur.  The definition of “Centaur” is added as
follows:


 


“Centaur” means Centaur Services Limited, a company incorporated
under the laws of England.


 


(iii)                               Factoring
Agreement.  The
definition of “Factoring Agreement” is added as follows:


 


“Factoring Agreement” means that certain Agreement For The
Factoring or Discounting Of Debts dated May 7, 2002 by and between Centaur
and Fortis, as the same may from time to time be amended, supplemented or
otherwise modified.


 


(iv)                              Fortis.  The definition of “Fortis” is added as
follows:


 


“Fortis” means Fortis Commercial Finance Limited, a company
incorporated under the laws of England.


 


(v)                                 Maturity Date.  In the definition of Maturity Date, the date “December 1,
2011” is deleted and the date “March 1, 2013” substituted in its stead.


 


(vi)                              Spot Rate.  The definition of “Spot Rate” is added as
follows:


 


“Spot Rate” means the rate determined by the Administrative
Agent to be the rate quoted by the Administrative Agent as the spot rate for
the purchase by the Administrative Agent of Dollars with Sterling through its
principal foreign exchange trading office at approximately 11:00 a.m. on
the date two Business Days prior to the date as of which the foreign exchange
computation is made


 


(vii)                           Sterling.  The definition of “Sterling” is added as
follows:


 


“Sterling” and “£” mean the lawful currency of the United
Kingdom.


 


(b)                                 Addition of Section 2.14.  Section 2.14 is added as follows:


 


2.14                        Commitment
Adjustment.


 


(a)                                  Decrease in
Commitment.  In the
event that on the date that is six months after the date that Centaur becomes a
Subsidiary, the Factoring Agreement remains in effect, the Aggregate
Commitments shall be reduced on such date by an amount equal the Dollar
equivalent of the commitment amount of Fortis to factor or discount the
accounts of Centaur or otherwise extend credit to Centaur under the Factoring
Agreement (the “Fortis Commitment”) as determined by the Administrative
Agent at such time on the basis of the Spot Rate (the “Commitment Adjustment
Amount”).


 


(b)                                 Increase in
Commitment.  In the
event that the Aggregate Commitments have been reduced pursuant to
subsection (a) above, upon the receipt by the Administrative Agent of
(i) Borrower’s notice to Agent (which shall promptly notify the Lenders)
that the Fortis Commitment has been terminated and that Borrower requests 


 


2

















 


that
the Aggregate Commitments be increased by the Commitment Adjustment Amount and (ii) evidence
satisfactory to the Administrative Agent that (x) the Fortis Commitment
has been terminated, (y) all advances to, and debts, liabilities,
obligations, covenants and duties of, Centaur arising under or in connection
with the Factoring Agreement have been paid or otherwise satisfied in full
(other than contingent indemnification obligations) and (z) all Liens
granted by Centaur to Fortis have been released, and provided that no Default
Exists, the Aggregate Commitment shall be increased by the Commitment
Adjustment Amount.  If the Aggregate
Commitments are increased in accordance with this subsection (b), the
Administrative Agent and the Borrower shall determine the effective date of the
increase and the Administrative Agent shall promptly notify the Lenders of such
effective date.


 


(c)                                  Amendments to Section 7.01.  In Section 7.01, the word “and”
at the end of subsection (h) is hereby deleted, the period at the end
of subsection (i) is deleted and a semicolon substituted in its
stead, and subsection (j) is added as follows:


 


(j)                                     Liens granted
by Centaur in favor of Fortis securing Indebtedness permitted under Section 7.03(f).


 


(d)                                 Amendments to Section 7.03.  In Section 7.03, the word “and”
at the end of subsection (e) and subsection (f) is hereby
deleted and subsections (f) and (g) are hereby substituted in its
stead:


 


(f)                                    Indebtedness of
Centaur owing to Fortis arising under or in connection with the Factoring
Agreement in an aggregate principal amount not to exceed £12,000,000 at any
time outstanding; and


 


(g)                                 unsecured
Indebtedness in an aggregate principal amount not to exceed at any time
outstanding (i) $20,000,000 minus (ii) the aggregate
outstanding amount of all Indebtedness permitted by subsection (e) above.


 


(e)                                  Amendment to
Schedule 2.01.  Schedule 2.01
attached to the Credit Agreement is deleted and Schedule 2.01
attached hereto is substituted in its stead.


 


(f)                                    Amendment to
Schedule 5.13.  Schedule 5.13
attached to the Credit Agreement is deleted and Schedule 5.13
attached hereto is substituted in its stead.


 


3.                                      Amendments
to Notes.  The Notes
are amended as follows:


 


(a)                                  Bank of America
Note.  In the heading of the Note
made by Borrower in favor of Bank of America, the amount of “$40,000,000” is
deleted and the amount of “$57,000,000” substituted in its stead.


 


(b)                                 Wells Fargo
Note.  In the heading of the Note
made by Borrower in favor of Wells Fargo, the amount of “$30,000,000” is
deleted and the amount of “$43,000,000” substituted in its stead.


 


4.                                      Conditions
to Effectiveness. 
Notwithstanding anything contained herein to the contrary, this
Amendment shall become effective when each of the following conditions is fully
and simultaneously satisfied; provided that each of the following
conditions is fully and simultaneously satisfied on or before February 8,
2010:


 


(a)                                  Delivery of
Amendment.  The
Borrower, each Guarantor, the Administrative Agent, the L/C Issuer and each
Lender shall have executed and delivered counterparts of this Amendment to the
Administrative Agent, sufficient in number for distribution to the
Administrative Agent, each Lender and the Borrower;


 


(b)                                 Payment of Fees.  The Borrower shall have paid to the
Administrative Agent for the account of Lenders in proportion to their
Applicable Percentage set forth in Schedule 2.01 attached hereto,
an amendment fee in the amount of $100,000 in respect of the Lenders’ agreement
to enter into 


 


3

















 


this Amendment, which fee shall be fully
earned when paid and shall not be refundable for any reason whatsoever;


 


(c)                                  Authorization.  The Administrative Agent shall have received
the following, each in form and substance and dated as of a date satisfactory
to the Administrative Agent and its legal counsel:


 


(i)                                     such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of the Borrower and each Guarantor
as the Administrative Agent may require to establish the identities of and
verify the authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with this Amendment
and the other Loan Documents to which the Borrower or such Guarantor is a
party; and


 


(ii)                                  such evidence
as the Administrative Agent may reasonably require to verify that the Borrower
and each Guarantor is duly organized or formed, validly existing, in good
standing and qualified to engage in business in each jurisdiction in which it
is required to be qualified to engage in business, including certified copies
of the Borrower’s and each Guarantor’s Organization Documents, certificates of
good standing and/or qualification to engage in business.


 


(d)                                 Consents, Etc.  The Administrative Agent shall have received
such evidence as the Administrative Agent or the Required Lenders may
reasonably require to verify that the Borrower and each Guarantor has obtained
all consents, approvals, permits or other authorizations from all relevant
Governmental Authorities, required to be obtained in connection with the
execution, delivery or performance by, or enforcement against, the Borrower and
each Guarantor of this Amendment and the other Loan Documents.


 


(e)                                  Representations
True; No Default.  The
representations of the Borrower as set forth in Article V of the
Credit Agreement shall be true on and as of the date of this Amendment with the
same force and effect as if made on and as of this date or, if any such
representation or warranty is stated to have been made as of or with respect to
a specific date, as of or with respect to such specific date.  No Event of Default and no event which, with
notice or lapse of time or both, would constitute an Event of Default, shall
have occurred and be continuing or will occur as a result of the execution of
this Amendment; and


 


(f)                                    Other Documents.  The Administrative Agent and the Lenders
shall have received such other documents, instruments, and undertakings as the
Administrative Agent and such Lender may reasonably request.


 


5.                                      Representations
and Warranties.  The Borrower
hereby represents and warrants to the Lenders, the Administrative Agent and the
L/C Issuer that each of the representations and warranties set forth in Article V
of the Credit Agreement is true and correct as if made on and as of the date of
this Amendment or, if any such representation or warranty is stated to have
been made as of or with respect to a specific date, as of or with respect to
such specific date.  The Borrower
expressly agrees that it shall be an additional Event of Default under the
Credit Agreement if any representation or warranty made by the Borrower
hereunder shall prove to have been incorrect in any material respect when made.


 


6.                                      No
Further Amendment.  Except as
expressly modified by this Amendment, the Credit Agreement and the other Loan
Documents shall remain unmodified and in full force and effect.  The Borrower and each Guarantor hereby
ratifies and confirms each of their respective debts, liabilities, obligations,
covenants and duties to each Lender, the Administrative Agent and the L/C
Issuer arising under the Credit Agreement and the other Loan Documents to which
the Borrower or such Guarantor is a party. 
Without limiting the foregoing, each Guarantor hereby confirms and
agrees that its guarantee of the payment and performance of the Obligations
remains in full force and effect, and that the Obligations shall include the
debts, liabilities, obligations, covenants and duties of, the Borrower to each
Lender, the Administrative Agent and the L/C Issuer arising under the Credit
Agreement as amended by this Amendment.


 


4

















 


7.                                      Reservation
of Rights.  The Borrower
and each Guarantor acknowledges and agrees that the execution and delivery by
the Administrative Agent, the L/C Issuer and the Lenders of this Amendment
shall not be deemed to create a course of dealing or otherwise obligate the
Administrative Agent, the L/C Issuer or any Lender to forbear or execute
similar amendments under the same or similar circumstances in the future.


 


8.                                      Miscellaneous.


 


(a)                                  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF IDAHO; PROVIDED
THAT THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.


 


(b)                                 Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


(c)                                  Authorization.  Lenders hereby authorize and instruct the
Administrative Agent to execute and deliver this Amendment.


 


(d)                                 Integration.  This Amendment, together with the other Loan
Documents, comprises the complete, final and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter.


 


(e)                                  Severability.  Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions thereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


[Remainder of page intentionally left blank]


 


5

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 


	
   

  	
  MWI
  VETERINARY SUPPLY CO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James F. Cleary, Jr.

  
	
   

  	
  Name:

  	
  James
  F. Cleary, Jr.

  
	
   

  	
  Title:

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MWI
  VETERINARY SUPPLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James F. Cleary, Jr.

  
	
   

  	
  Name:

  	
  James
  F. Cleary, Jr.

  
	
   

  	
  Title:

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MEMORIAL
  PET CARE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James F. Cleary, Jr.

  
	
   

  	
  Name:

  	
  James
  F. Cleary, Jr.

  
	
   

  	
  Title:

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dora A. Brown

  
	
   

  	
  Name:

  	
  Dora
  A. Brown

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., as a Lender and L/C Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bradley C. Ruland

  
	
   

  	
  Name:

  	
  Bradley
  C. Ruland

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK, N.A., as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Linda K. Armstrong

  
	
   

  	
  Name:

  	
  Linda
  K. Armstrong

  
	
   

  	
  Title:

  	
  Vice
  President and Senior Relationship Manager

  



 


6

















 


SCHEDULE 2.01


 


COMMITMENTS AND APPLICABLE PERCENTAGES


 


	
  Lender

  	
   

  	
  Commitment

  	
   

  	
  Applicable Percentage

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  57,000,000.00

  	
   

  	
  57.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wells Fargo Bank, N.A.

  	
   

  	
  $

  	
  43,000,000.00

  	
   

  	
  43.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  100.000000000

  	
  %

  



 


1

















 


SCHEDULE 5.13


 


SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

AND EQUITY INTERESTS IN BORROWER


 


Part (a).                                                       Subsidiaries.


 


	
  Name
  of Direct Owner

  	
   

  	
  Name of Subsidiary

  	
   

  	
  Jurisdiction of

  Formation

  	
   

  	
  Percentage

  Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Veterinary Supply, Inc.

  	
   

  	
  MWI
  Veterinary Supply Co.

  	
   

  	
  Idaho

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Veterinary Supply Co.

  	
   

  	
  Memorial
  Pet Care, Inc.

  	
   

  	
  Idaho

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Veterinary Supply Co.

  	
   

  	
  MWI
  Supply (UK Holdings) Limited

  	
   

  	
  England

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Supply (UK Holdings) Limited

  	
   

  	
  MWI
  Supply (UK) Limited

  	
   

  	
  England

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Supply (UK) Limited

  	
   

  	
  MWI
  Supply (UK Acquisition) Limited

  	
   

  	
  England

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Supply (UK Acquisition) Limited

  	
   

  	
  Centaur
  Services Limited

  	
   

  	
  England

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centaur Services Limited

  	
   

  	
  Labpak
  Limited

  	
   

  	
  England

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Centaur Services Limited

  	
   

  	
  Somervet
  Limited

  	
   

  	
  England

  	
   

  	
  100

  	
  %

  



 


Part (b).                                                      Other Equity
Investments.


 


	
  Name
  of Owner

  	
   

  	
  Name of Investment

  	
   

  	
  Jurisdiction of

  Formation

  	
   

  	
  Percentage

  Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Veterinary Supply Co.

  	
   

  	
  Feeder’s
  Advantage LLC

  	
   

  	
  Colorado

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MWI Veterinary Supply Co.

  	
   

  	
  Securos
  Europe, GmbH

  	
   

  	
  Germany

  	
   

  	
  60

  	
  %

  



 


Part (c).                                                       Owners of
Equity Interests in Borrower.


 


	
  Name
  of Owner

  	
   

  	
  Percentage Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MWI Veterinary Supply, Inc.

  	
   

  	
  100

  	
  %

  



 


1