acceptable to Lender. Until consented to by Lender in writing, Borrower shall not terminateits employment and use of the Consultant without the Lender’s prior written consent.          5. Delivery of Financials. On or before April 30, 2010, Borrower shall deliver toLender, in a form and substance acceptable to Lender and Consultant in their sole and absolutediscretion (i) Borrower’s projected balance sheets, income statements, statements of cash flow andprojected Availability for each remaining month of its fiscal year ending July 31, 2010 and foreach month of its fiscal quarter ending October 31, 2010, each in reasonable detail and otherwisein conformance with Section 6.1(d) of the Credit Agreement and (ii) Borrower’s 13-week cashflow budget for the then subsequent 13 week period.          6. Amendment and Waiver Fee. Borrower will pay to Lender an amendment and waiver feein the amount of $63,000.00 (the “**Amendment Fee**”), which fee will be fully earned, non-refundableand due on the date hereof, and which fee will be deemed a Revolving Advance.          7. Conditions Precedent. The following are conditions precedent (“**ConditionsPrecedent**”) to the effectiveness of this Amendment, notwithstanding anything contained herein tothe contrary:     (A) Lender shall have received a fully executed copy of this Amendment.     (B) Payment by Borrower to Lender of all amounts owed to Lender in connection with thisAgreement including but not limited to the Amendment Fee.          8. Expenses. Immediately upon request, Borrower shall pay all expenses and costs ofLender (including, without limitation, the attorney fees of counsel for Lender and expenses ofcounsel for Lender) in connection with the preparation, negotiation, execution and approval of thisAmendment and any and all other documents, instruments and things contemplated hereby, whether ornot such transactions are consummated, together with all other expenses and costs incurred byLender chargeable to Borrower pursuant to the terms of the Credit Agreement which are unpaid atsuch time.          9. Ratification; Estoppel; Reaffirmation.          (a) Borrower does hereby reaffirm the Credit Agreement and other Loan Documents, and ratifythe Credit Agreement and other Loan Documents, as amended, modified and supplemented.          (b) Borrower does hereby reaffirm to Lender each of the representations, warranties, covenantsand agreements set forth in the Credit Agreement and the other Loan Documents with the same forceand effect as if each were separately stated herein and made as of the date hereof to Lender.          (c) The Borrower further represents and warrants that, as of the date hereof, there are nocounterclaims, defenses or offsets of any nature whatsoever to the Loans or any of the LoanDocuments and that, as of the date hereof no default has occurred or exists under any of the LoanDocuments.          (d) Borrower does hereby ratify, affirm, reaffirm, acknowledge, confirm and agree that theCredit Agreement and other Loan Documents, as amended, modified and supplemented hereby by thisAmendment, represent the valid, enforceable and collectible obligations of Borrower.          10. Release. Borrower does hereby release, remise, acquit and forever dischargeLender and Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries,servants, officers, directors, partners, predecessors, successors and assigns, subsidiarycorporations, parent corporation, and related corporate divisions (all of the foregoing hereinaftercalled the “**Released Parties**”),from any and all action and causes of action, judgments, executions, suits, debts, claims,demands, liabilities, obligations, damages and expenses of any and every character, known orunknown, direct and/or
 

 
indirect, at law or in equity, of whatsoever kind or nature, whetherheretofore or hereafter arising, for or because of any matter or things done, omitted or sufferedto be done by any of the Released Parties prior to and including the date of execution hereof, andin any way directly or indirectly arising out of or in any way connected to this Amendment, theLoan Agreement and the Other Agreements (all of the foregoing hereinafter called the “**ReleasedMatters**”). Borrower acknowledges that the agreements in this paragraph are intended to be in fullsatisfaction of all or any alleged injuries or damages arising in connection with the ReleasedMatters. Borrower represents and warrants to Lender that it has not purported to transfer, assignor otherwise convey any right, title or interest of Borrower in any Released Matter to any otherPerson and that the foregoing constitutes a full and complete release of all Released Matters.          11. Governing Law. The terms and conditions of this Amendment, the Credit Agreementand all of the other Loan Documents shall be governed by the applicable laws of the State ofMinnesota.          12. Counterparts. This Amendment may be executed simultaneously in one or morecounterparts, each of which shall be deemed an original, but all of which shall together constituteone and the same instrument. Counterpart signature pages to this Agreement transmitted byfacsimile transmission, by electronic mail in portable document format (.pdf), or by any otherelectronic means intended to preserve the original graphic and pictorial appearance of a document,will have the same effect as physical delivery of the paper document bearing an original signature.          13. No Cancellation. This Amendment evidences the same indebtedness as evidenced bythe Credit Agreement and other Loan Documents (as modified hereby). This Amendment is secured bythe Collateral as provided in the Credit Agreement including all amendments and modificationsthereto. All future advances made to the Borrower or the Guarantors in the good faith judgment ofthe lender for the purpose of protecting Lender’s interests in the collateral will also be securedby this Amendment. This Amendment is an extension, modification and amendment of the priordocuments and the execution hereof does not evidence a cancellation of the indebtedness evidencedby the prior documents.          14. WAIVER OF JURY TRIAL. LENDER AND BORROWER WAIVE THE RIGHT TO A TRIAL BY JURY INANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS AMENDMENT. THISWAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER AND BORROWER ACKNOWLEDGES THATNEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER OR ANY LENDER HAS MADE ANY REPRESENTATIONSOF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.BORROWER FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAVE THE OPPORTUNITY TO BEREPRESENTED) IN THE SIGNING OF THIS AMENDMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGALCOUNSEL, SELECTED OF ITS OWN FREE WILL, AND IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITHCOUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTAND THE MEANING ANDRAMIFICATIONS OF THIS WAIVER PROVISION.[*Signatures follow on next page*]
 

 
     **IN WITNESS WHEREOF**, the parties hereto have duly executed and delivered this Amendment as ofthe date first above written.       10077 South 134th Street **PROFESSIONALVETERINARY PRODUCTS, LTD.**  Omaha, NE 68138 a Nebraska corporation  Telecopier: (402) 331-8655      Attention: Tara Chicatelli By: /s/ Stephen J. Price  e-mail: tara.chicatelli@pvpl.com   Name: Stephen J. Price     Its: President and CEO       10077 South 134th Street **EXACT LOGISTICS,LLC**  Omaha, NE 68138 a Nebraska limited liability company  Telecopier: (402) 331-8655      Attention: Tara Chicatelli      e-mail: tara.chicatelli@pvpl.com By: **PROFESSIONAL VETERINARY PRODUCTS, LTD.**      a Nebraska corporation, its Manager and      sole Member           By: /s/ Stephen J. Price             Name:  Stephen J. Price      Its:  President and CEO                10077 South 134th Street **PROCONN, LLC**  Omaha, NE 68138 a Nebraska limited liability company   Telecopier: (402) 331-8655      Attention: Tara Chicatelli By: **PROFESSIONAL VETERINARY PRODUCTS, LTD.   e-mail: tara.chicatelli@pvpl.com   a Nebraska corporation, its Manager and      sole Member            By: /s/ Stephen J. Price             Name: Stephen J. Price      Its: President and CEO         **Wells Fargo Bank, National AssociationWells Fargo Business Credit  **WELLS FARGO BANK, NATIONAL ASSOCIATION**  MAC N9312-040      109 South 7th Street, 4th Floor By: /s/ Becky A. Koehler    Minneapolis, MN 55402   Becky A. Koehler,  **Telecopier:** (612) 341-2472    Vice President   **Attention:** Becky A. Koehler      **e-mail:**becky.a.koehler@wellsfargo.com      
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