Exhibit 10.1
 *** Certain information in this Exhibit has been omitted and filed
separately with the SEC. Confidential treatment has been requested with
respect to the omitted portions.
 Credit and Security Agreement (Committed)
 
 
 CREDIT AND SECURITY AGREEMENT
 BY AND AMONG
 PROFESSIONAL VETERINARY PRODUCTS, LTD.
a Nebraska corporation
 EXACT LOGISTICS, LLC
a Nebraska limited liability company
 PROCONN, LLC
a Nebraska limited liability company
 AND
 WELLS FARGO BANK, NATIONAL ASSOCIATION
 Acting through its Wells Fargo Business Credit operating division
 January 29, 2010




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Other Definitional Terms; Rules of Interpretation
    
    
    13ARTICLE II AMOUNT AND TERMS OF THE CREDIT FACILITY
    
    
    14Section 2.1
    
    Revolving Advances
    
    
    14Section 2.2
    
    Procedures for Requesting Advances
    
    
    14Section 2.3
    
    Reserved
    
    
    14Section 2.4
    
    Letters of Credit
    
    
    14Section 2.5
    
    Special Account
    
    
    15Section 2.6
    
    Interest; Margin; Minimum Interest Charge; Default Interest Rate; Application of Payments; Participations; Usury
    
    
    15Section 2.7
    
    Fees
    
    
    17Section 2.8
    
    Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees
    
    
    19Section 2.9
    
    Collection of Accounts; Application to the Borrowers Indebtedness
    
    
    19Section 2.10
    
    Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of the Credit Facility by the Borrower
    
    
    20Section 2.11
    
    Mandatory Prepayment
    
    
    20Section 2.12
    
    Revolving Advances to Pay Indebtedness
    
    
    21Section 2.13
    
    Use of Proceeds
    
    
    21Section 2.14
    
    Liability Records
    
    
    21ARTICLE III SECURITY INTEREST; OCCUPANCY; SETOFF
    
    
    21Section 3.1
    
    Grant of Security Interest
    
    
    21Section 3.2
    
    Notification of Account Debtors and Other Obligors
    
    
    21Section 3.3
    
    Assignment of Insurance
    
    
    22Section 3.4
    
    Occupancy
    
    
    22Section 3.5
    
    License
    
    
    23Section 3.6
    
    Financing Statement
    
    
    23Section 3.7
    
    Setoff
    
    
    23Section 3.8
    
    Collateral
    
    
    24ARTICLE IV CONDITIONS OF LENDING
    
    
    24Section 4.1
    
    Conditions Precedent to the Initial Advances and Letter of Credit
    
    
    24Section 4.2
    
    Conditions Precedent to All Advances and Letters of Credit
    
    
    26
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PageARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    26Section 5.1
    
    Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number
    
    
    26Section 5.2
    
    Capitalization
    
    
    27Section 5.3
    
    Authorization of Borrowing; No Conflict as to Law or Agreements
    
    
    27Section 5.4
    
    Legal Agreements
    
    
    27Section 5.5
    
    Subsidiaries
    
    
    28Section 5.6
    
    Financial Condition; No Adverse Change
    
    
    28Section 5.7
    
    Litigation
    
    
    28Section 5.8
    
    Regulation U
    
    
    28Section 5.9
    
    Taxes
    
    
    28Section 5.10
    
    Titles and Liens
    
    
    28Section 5.11
    
    Intellectual Property Rights
    
    
    28Section 5.12
    
    Plans
    
    
    29Section 5.13
    
    Default
    
    
    30Section 5.14
    
    Environmental Matters
    
    
    30Section 5.15
    
    Submissions to Lender
    
    
    31Section 5.16
    
    Financing Statements
    
    
    31Section 5.17
    
    Rights to Payment
    
    
    31Section 5.18
    
    Financial Solvency
    
    
    31ARTICLE VI COVENANTS
    
    
    32Section 6.1
    
    Reporting Requirements
    
    
    32Section 6.2
    
    Financial Covenants
    
    
    35Section 6.3
    
    Permitted Liens; Financing Statements
    
    
    35Section 6.4
    
    Indebtedness
    
    
    36Section 6.5
    
    Guaranties
    
    
    36Section 6.6
    
    Investments and Subsidiaries
    
    
    36Section 6.7
    
    Dividends and Distributions
    
    
    37Section 6.8
    
    Salaries
    
    
    37Section 6.9
    
    Reserved
    
    
    37Section 6.10
    
    Books and Records; Collateral Examination, Inspection and Appraisals
    
    
    37Section 6.11
    
    Account Verification
    
    
    38Section 6.12
    
    Compliance with Laws
    
    
    38Section 6.13
    
    Payment of Taxes and Other Claims
    
    
    39Section 6.14
    
    Maintenance of Properties
    
    
    39Section 6.15
    
    Insurance
    
    
    39Section 6.16
    
    Preservation of Existence
    
    
    39Section 6.17
    
    Delivery of Instruments, etc.
    
    
    39Section 6.18
    
    Sale or Transfer of Assets; Suspension of Business Operations
    
    
    39Section 6.19
    
    Consolidation and Merger; Asset Acquisitions
    
    
    40Section 6.20
    
    Sale and Leaseback
    
    
    40Section 6.21
    
    Restrictions on Nature of Business
    
    
    40Section 6.22
    
    Accounting
    
    
    40
 ii




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PageSection 6.23
    
    Discounts, etc.
    
    
    40Section 6.24
    
    Plans
    
    
    40Section 6.25
    
    Place of Business; Name
    
    
    41Section 6.26
    
    Constituent Documents; S Corporation Status
    
    
    41Section 6.27
    
    Performance by the Lender
    
    
    41Section 6.28
    
    Bank Accounts
    
    
    41ARTICLE VII EVENTS OF DEFAULT, RIGHTS AND REMEDIES
    
    
    42Section 7.1
    
    Events of Default
    
    
    42Section 7.2
    
    Rights and Remedies
    
    
    44Section 7.3
    
    Certain Notices
    
    
    45ARTICLE VIII MISCELLANEOUS
    
    
    45Section 8.1
    
    No Waiver; Cumulative Remedies; Compliance with Laws
    
    
    45Section 8.2
    
    Amendments, Etc.
    
    
    45Section 8.3
    
    Notices, Requests, and Communications; Confidentiality
    
    
    45Section 8.4
    
    Borrower Information Reporting; Confidentiality
    
    
    46Section 8.5
    
    Costs and Expenses
    
    
    47Section 8.6
    
    Indemnity
    
    
    47Section 8.7
    
    Participants
    
    
    48Section 8.8
    
    Execution in Counterparts; Telefacsimile Execution
    
    
    48Section 8.9
    
    Retention of Borrowers Records
    
    
    48Section 8.10
    
    Binding Effect; Assignment; Complete Agreement; Sharing Information
    
    
    49Section 8.11
    
    Severability of Provisions
    
    
    49Section 8.12
    
    Headings
    
    
    49Section 8.13
    
    Governing Law; Jurisdiction, Venue; Waiver of Jury Trial
    
    
    49Section 8.14
    
    Further Documents
    
    
    49Section 8.15
    
    Treatment of Certain Information; Confidentiality
    
    
    50
 iii




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CREDIT AND SECURITY AGREEMENT
  PVP Exact ProConn Borrower Article I Lender
 ARTICLE I
 DEFINITIONS
 Definitions
 Account Funds Section 2.9(a)
 Accounts
 Accounts Advance Rate
 Advance
 Affiliate Affiliates
 Aggregate Face Amount
 Agreement
 Authenticated
 Availability




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Bayer
 Baytril Accounts
 Borrowing Base
        Borrowing Base Reserve
 Business Day
 Capital Expenditures
 Collateral
 2




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Collection Account
 Commitment
 Constituent Documents
 Credit Facility Article II
 Current Maturities of Long Term Debt
 Cut-off Time
 Daily Three Month LIBOR
 Debt
 Debt Service Coverage Ratio sum of minus
 3




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##### 



divided by
 Default
 Default Period
 Default Rate
 Dilution
 Director
 Electronic Record does not
 Eligible Accounts
   or
that portion of
 4




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##### 



except
     provided
    5




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##### 



Eligible Inventory
      provided
    6




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##### 



Environmental Law
 Equipment
 ERISA
 ERISA Affiliate
 Event of Default Section 7.1
 Financial Covenants Section 6.2
 Floating Rate
 Floating Rate Advance
 Funding Date Section 2.1
 Funds from Operations
 GAAP Section 5.6
 General Intangibles
 Guarantor
 Guaranty
 Hazardous Substances
 Hills
 7




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Hills Accounts
 Indebtedness ,
 Indemnified Liabilities Section 8.6
 Indemnitees Section 8.6
 IRC
 Infringement Infringing
 Intellectual Property Rights
 Interest Expense
 Interest Payment Date Section 2.8(a)
 Inventory
 Inventory Advance Rate
 Investment Property
 L/C Amount
 8




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L/C Application
 Lender
 Letter of Credit Section 2.4(a)
 LIBOR th
 LIBOR =
    
    Base LIBOR100%  LIBOR Reserve Percentage
   Licensed Intellectual Property Section 5.11(c)
 Lien
 Liquidity Reserve
 Loan Documents
 9




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##### 



Loan Year Section 2.6(c)
 Loan Manager
 Lockbox
 Margin Section 2.6(b)
 Master Agreement for Treasury Management Services
 Maturity Date
 Maximum Line Amount Section
2.10
 Minimum Interest Charge Section 2.6(c)
 Multiemployer Plan
 Net Cash Proceeds
 Net Income
 Net Orderly Liquidation Value
 10




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Obligation of Reimbursement
 Officer
 OFAC
 Operating Account Section 2.2(a)
 Overadvance
 Owned Intellectual Property Section 5.11(a)
 Owner
 Pass-Through Tax Liabilities
 Pension Plan
 Permitted Lien Permitted Liens Section 6.3(a)
 Person
 Plan Section 3(3)
 Premises Exhibit C
 Record Section 6.1
 11




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##### 



Reportable Event
 Revolving Advance Section 2.1
 Revolving Note
 Security Documents
 Security Interest Section 3.1
 Special Account Section 2.5
 Standby Letter of Credit Agreement
 Subordinated Creditors
 Subordinated Debt
 Subordination Agreement
 Subsidiary
 Termination Date Section 7.2
 12




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##### 



Trademark Security Agreement
 UCC
 Unfinanced Capital Expenditures
 Capital Expenditures
 Unused Amount Section 2.7(b)
 Wholesale Lockbox and Collection Account Agreement
 Other Definitional Terms; Rules of Interpretation
 13




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##### 



ARTICLE II
 AMOUNT AND TERMS OF THE CREDIT FACILITY
 Revolving Advances Revolving Advances Funding Date Section 2.1 Section 2.10
 Procedures for Requesting Advances
 Advances Credited to Operating Account Operating Account
 Advances upon Borrowers Request
 Advances through Loan Manager Loan Manager Section 2.2(b)
 Protective Advances; Advances to Pay Indebtedness Due
 Reserved
 Letters of Credit
 14




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##### 



Letter of Credit
     Section 4.2
  Special Account
 Interest; Margin; Minimum Interest Charge; Default Interest Rate; Application
of Payments; Participations; Usury
 15




---



##### 



Interest Section 2.6(d) Section 2.6(g)
 Margin.
 Section 6.1
  Minimum Interest Charge. Minimum Interest Charge Section 2.6(a) Section
2.6(e) Section 2.6(a)
 Default Interest Rate
 16




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##### 



Application of Payments
 Participations Section 2.6
 Usury
 Fees
 Origination Fee Section 2.7 Section 8.5 Section 8.6
 Unused Line Fee. Section 2.7(b)
 Reserved.
 Collateral Exam Fees
 17




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##### 



Reserved.
 Letter of Credit Fees
 Letter of Credit Administrative Fees
 Termination and Line Reduction Fees
 Reserved
 Reserved
 Overadvance Fees
 18




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Other Fees and Charges
 Treasury Management Fees
 Time for Interest Payments; Payment on Non-Business Days; Computation of
Interest and Fees
 Time For Interest Payments Interest Payment Date
 Payment on Non-Business Days
 Computation of Interest and Fees
 Collection of Accounts; Application to the Borrowers Indebtedness
 The Collection Account Account Funds
 Payment of Accounts by Borrowers Account Debtors
 19




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##### 



Application of Payments to Revolving Note
 Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of
the Credit Facility by the Borrower
 Mandatory Prepayment
 20




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##### 



Revolving Advances to Pay Indebtedness Section 2.1 Section 4.2
 Use of Proceeds
 Liability Records
 ARTICLE III
 SECURITY INTEREST; OCCUPANCY; SETOFF
 Grant of Security Interest Security
Interest
 Notification of Account Debtors and Other Obligors
 21




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##### 



Assignment of Insurance
 Occupancy
    provided however Section 3.4
 22




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##### 



License
 Financing Statement
 
 
 th
 
 Setoff
 23




---



##### 



Collateral
 ARTICLE IV
 CONDITIONS OF LENDING
 Conditions Precedent to the Initial Advances and Letter of Credit
       24




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##### 



Article V
   25




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##### 



Conditions Precedent to All Advances and Letters of Credit
 Article V
  ARTICLE V
 REPRESENTATIONS AND WARRANTIES
  Existence and Power; Name; Chief Executive Office; Inventory and Equipment
Locations; Federal Employer Identification Number and Organizational Identification Number
 26




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##### 



Schedule 5.1 Schedule 5.1 Schedule 5.1 Section 3.6
 Capitalization Schedule 5.2
 Authorization of Borrowing; No Conflict as to Law or Agreements
 Legal Agreements
 27




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##### 



Subsidiaries Schedule 5.5
 Financial Condition; No Adverse Change
 Litigation Schedule 5.7
 Regulation U
 Taxes
 Titles and Liens
 Intellectual Property Rights
 Owned Intellectual Property Schedule 5.11 Owned Intellectual Property Schedule 5.11
 28




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##### 



Agreements with Employees and Contractors provided however
 Intellectual Property Rights Licensed from Others Schedule 5.11 Licensed Intellectual Property Off-the-shelf Software Schedule 5.11 Schedule 5.11
 Other Intellectual Property Needed for Business Schedule 5.11
 Infringement Schedule 5.11
 Plans
 29




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##### 



Default
 Environmental Matters
 Schedule 5.14
 Schedule 5.14
 Schedule 5.14
 Schedule 5.14
 30




---



##### 



Schedule 5.14
  Submissions to Lender
 Financing Statements
 Rights to Payment
 Financial Solvency
    31




---



##### 



ARTICLE VI
 COVENANTS
  Reporting Requirements
 Annual Financial Statements
 Monthly Financial Statements
 32




---



##### 



Exhibit B
 Collateral Reports subsection 6.1(c)
 Projections
 Reserved.
 Litigation Section 5.14(c)
 Defaults
 Plans
 33




---



##### 



Disputes
 Officers and Directors
 Collateral
 Commercial Tort Claims
 Intellectual Property
 Section 6.18
   Reports to Owners
 SEC Filings
 34




---



##### 



Reserved
 Reserved.
 Violations of Law
 Other Reports
 Financial Covenants
 Minimum Net Income [*]
 Period
    
    Minimum Net Income8/1/09 Through 1/31/10
    
    $
    [*]8/1/09 Through 2/28/10
    
    $
    [*]8/1/09 Through 3/31/10
    
    $
    [*]8/1/09 Through 4/30/10
    
    $
    [*]8/1/09 Through 5/31/10
    
    $
    [*]8/1/09 Through 6/30/10
    
    $
    [*]8/1/09 Through 7/31/10
    
    $
    [*]8/1/09 Through 8/31/10
    
    $
    [*]8/1/09 Through 9/30/10
    
    $
    [*]8/1/09 Through 10/31/10
    
    $
    [*]
 Minimum Debt Service Coverage Ratio [*]
 Capital Expenditures [*]
 Permitted Liens; Financing Statements
 excluding however Permitted Lien Permitted Liens
  35




---



##### 



Schedule 6.3
    Indebtedness
  Schedule 6.4
  Guaranties
   Investments and Subsidiaries
  36




---



##### 



Schedule 5.5
 Dividends and Distributions Section
6.7 provided that
 Salaries
 Reserved .
 Books and Records; Collateral Examination, Inspection and Appraisals
   37




---



##### 



Account Verification
   Compliance with Laws
   OFAC
 38




---



##### 



Payment of Taxes and Other Claims
 Maintenance of Properties
 provided however
  Insurance
 Preservation of Existence
 Delivery of Instruments, etc.
 Sale or Transfer of Assets; Suspension of Business Operations
 39




---



##### 



Consolidation and Merger; Asset Acquisitions
 Sale and Leaseback
 Restrictions on Nature of Business
 Accounting
 Discounts, etc.
 Plans
 40




---



##### 



Place of Business; Name
 Constituent Documents; S Corporation Status
 Performance by the Lender Section 6.13
 Bank Accounts
 41




---



##### 



ARTICLE VII
 EVENTS OF DEFAULT, RIGHTS AND REMEDIES
 Events of Default Event of Default
          42




---



##### 



43




---



##### 



Rights and Remedies
     Section 2.5
   44




---



##### 



Section
7.1(f) (g)
 Certain Notices Section 8.3
 ARTICLE VIII
 MISCELLANEOUS
 No Waiver; Cumulative Remedies; Compliance with Laws
 Amendments, Etc.
 Notices, Requests, and Communications; Confidentiality
 Delivery of Notices, Requests and Communications Section 6.1
 45




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##### 



Commercial Electronic Office ® CEO ®
 Addresses for Delivery Section 8.3 CEO
 Date of Receipt Section 8.3 CEO except Section
1
 Confidentiality of Unencrypted E-mail
 Borrower Information Reporting; Confidentiality
 Delivery of Borrower Information Records Section 6.1 CEO
 Addresses for Delivery Section
8.4 CEO
 Date of Receipt CEO
 Authentication of Borrower Information Records
 46




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##### 



CEO CEO
 Certification of Borrower Information Records Section 8.4
 Confidentiality of Borrower Information Records Sent by Unencrypted E-mail CEO
 Costs and Expenses
 Indemnity Section
8.5 Indemnitees Indemnified
Liabilities
  Section 5.14 Section
6.12(b)
 47




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##### 



Section 8.6
 Participants
 Execution in Counterparts; Telefacsimile Execution
 Retention of Borrowers Records Section 8.3
 48




---



##### 



Binding Effect; Assignment; Complete Agreement; Sharing Information
 Severability of Provisions
 Headings
 Governing Law; Jurisdiction, Venue; Waiver of Jury Trial , ;
 Further Documents
 49




---



##### 



Treatment of Certain Information; Confidentiality Gold Sheets Section 8.15 Section 8.15 Section 8.15 Section 8.15 Information Section 8.15 Section 8.15
 Signature Page Follows
 50




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##### 



THE BORROWER AND THE LENDER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.
  10077 South 134th Street
Omaha, NE 68138
Telecopier: (402) 331-8655
Attention: Tara Chicatelli
e-mail: tara.chicatelli@pvpl.com
    
    
    
    PROFESSIONAL VETERINARY PRODUCTS, LTD.
a Nebraska corporation
 By:
    /s/  Stephen J. PriceName:
    Stephen J. PriceIts: President and CEO 10077 South 134th Street
Omaha, NE 68138
Telecopier: (402) 331-8655
Attention: Tara Chicatelli
e-mail: tara.chicatelli@pvpl.com
    
    
    
    EXACT LOGISTICS, LLC
a Nebraska limited liability company
 By:
    
    PROFESSIONAL VETERINARY PRODUCTS, LTD.a Nebraska corporation, its Manager and
sole Member
 By
    /s/  Stephen J. PriceName:
    Stephen J. PriceIts: President and CEO 10077 South 134th Street
Omaha, NE 68138
Telecopier: (402) 331-8655
Attention: Tara Chicatelli
e-mail: tara.chicatelli@pvpl.com
    
    PROCONN, LLC
a Nebraska limited liability company
 By:
    
    PROFESSIONAL VETERINARY PRODUCTS, LTD.
a Nebraska corporation, its Manager and sole Member By:
    /s/  Stephen J. PriceName:
    Stephen J. PriceIts: President and CEO 51




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##### 



Wells Fargo Bank, National
Association
    WELLS FARGO BANK,Wells Fargo Business
Credit
     NATIONAL ASSOCIATIONMAC N9312-040109 South 7th Street, 4th Floor
By:  /s/ Becky A. KoehlerMinneapolis, MN 55402
Becky A. Koehler, Vice PresidentTelecopier: (612) 341-2472Attention: Becky A. Koehlere-mail:becky.a.koehler@wellsfargo.com
 52