EX-10.1






EXHIBIT 10.1




AMENDMENT NO. 3 TO LOAN AGREEMENT




     This Amendment No. 3 to Loan Agreement (as the same may from time to time be amended,
restated, modified or otherwise supplemented, the “Third Amendment”), dated August 21,
2009, is by and among 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 as “Borrower”), and First National
Bank of Omaha, a national banking association (“Lender”).



RECITALS



     I. Borrower and Lender entered into a Loan Agreement dated November 14, 2006, as amended on
September 17, 2007 and November 19, 2008 (as the same may from time to time be amended, restated,
modified or otherwise supplemented, the “Loan Agreement”).



     II. Capitalized terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.



     III. Borrower has requested that certain terms and conditions of the Loan Agreement be amended
to decrease the principal amount of the revolving credit facility provided by the Loan Agreement
from $40,000,000 to $37,480,000.



     Accordingly, in consideration of the Recitals and the terms and conditions herein set forth,
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:



AGREEMENT




     1. The Recitals of the Loan Agreement are hereby amended by deleting the first paragraph in
its entirety and substituting the following first paragraph in its place:



     WHEREAS, Borrower has requested that Lender loan up to forty-two million one hundred forty-six
thousand dollars ($42,146,000) to Borrower via a thirty-seven million four hundred eighty thousand
dollar ($37,480,000) revolving credit facility and a four million six hundred sixty-six thousand
dollar ($4,666,000) term loan facility, the proceeds of which will be used to refinance existing
indebtedness of Borrower and to provide Borrower with working capital support;



     2. The Recitals of the Loan Agreement are hereby amended by deleting the fifth paragraph in
its entirety and substituting the following fifth paragraph in its place:



     NOW, THEREFORE, for and in consideration of Lender making loans up to $42,146,000 to Borrower,
the premises set forth above, which are incorporated herein by this reference and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed
as follows:



     3. Section 1.2. of the Loan Agreement is hereby amended by deleting the definition of “Revolving
Loan” in its entirety and substituting the following definition in its place:



 









 





     “Revolving Loan” means the revolving credit facility in an amount up to $37,480,000, as
described in Section 2.1 and as provided in the promissory note attached hereto as Exhibit 2.1.



     4. Section 2.1 of the Loan Agreement is hereby amended by deleting such section in its
entirety and substituting the following section in its place:



     Section 2.1 Revolving Loan. Subject to the terms and conditions hereof, Lender agrees to make
Advances to Borrower from time to time during the period from the date hereof to and including the
Termination Date, in an aggregate amount at any time outstanding not to exceed the lesser of (a)
thirty-seven million four hundred eighty thousand dollars ($37,480,000) or (b) the Borrowing Base,
as calculated from time to time (the “Maximum Revolving Facility”). The Revolving Loan shall be a
revolving credit facility and it is contemplated that Borrower will request Advances, make
prepayments and request additional Advances. Borrower’s obligation to repay all Advances with
interest thereon and additional terms under the Revolving Loan shall be evidenced by a promissory
note in the form attached hereto and marked Exhibit 2.1 (herein, together with any and all
extensions, renewals, modifications and substitutions thereof and exchanges therefore, the
“Revolving Note”). Any unpaid principal and all accrued but unpaid interest under the Revolving
Loan shall be payable on the Termination Date.



     5. Section 2.1.3 of the Loan Agreement is herby amended by deleting such section in its
entirety and substituting the following section in its place:



     Section 2.1.3 Non-Usage Fee. Borrower shall pay to Lender a non-usage fee at the rate of 0.10%
per annum of the unused portion of the $37,480,000 Revolving Loan. The non-usage fee shall be
payable in arrears on each January 1, April 1, July 1 and October 1 and on the Termination Date.



     6. References throughout the Loan Agreement, Notes and Collateral Agreements to the Loan
Agreement, Notes and Collateral Agreements are hereby amended to include any amendments,
restatements, modifications or supplements thereto.



     7. Borrower hereby (a) reaffirms and admits the validity and enforceability of the Loan
Agreement, each related document and all of the obligations of Borrower thereunder, (b) agrees and
admits that no Borrower has any defenses to or offsets against any such obligations and (c)
certifies that, immediately after giving effect to this Third Amendment, (i) no Event Default shall
exist (or would exist with the passage of time or giving of notice) and (ii) each of the
representations and warranties contained in the Loan Agreement and each related document shall be
true and correct with the same effect as though such representation and warranty had been made on
the date hereof, except to the extent such representation and warranty specifically relates to an
earlier date, in which case such representation and warranty shall have been true and correct on
and as of such earlier date.



     8. In all other respects, the Loan Agreement and related documents shall remain in full force
and effect, and no amendment or waiver in respect of any term or condition of the Loan Agreement or
related documents shall be deemed (i) to be an amendment or waiver in respect of any other term or
condition contained in the Loan Agreement or related documents or (ii) to prejudice any right or
rights of the Lender which it may now have or may have in the future under or in connection with
the Loan Agreement or related documents.



     9. This Third Amendment shall be binding on the successors and assigns of the parties hereto.




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     10. This Third Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together shall constitute
but one and the same agreement.



     11. THIS THIRD AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS INTENDED TO BE PERFORMED
IN, THE STATE OF NEBRASKA, AND SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE
GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEBRASKA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day and year
first set forth above.



	 	 	 	 	 
	 	Professional Veterinary Products, Ltd.,

a Nebraska corporation

 	 
	 	By:  	/s/ Tara Chicatelli
 	 
	 	 	Tara Chicatelli, its Chief Financial Officer 	 
	 	 	 	 
	 	ProConn, LLC,



By: Professional Veterinary Products, Ltd.,

a Nebraska corporation,

its Manager and sole Member

 	 
	 	By:  	/s/ Tara Chicatelli
 	 
	 	 	Tara Chicatelli, its Chief Financial Officer 	 
	 	 	 	 
	 	Exact Logistics, LLC,

a Nebraska limited liability company



By: Professional Veterinary Products, Ltd.,

a Nebraska corporation,

its Manager and sole Member

 	 
	 	By:  	/s/ Tara Chicatelli
 	 
	 	 	Tara Chicatelli, its Chief Financial Officer 	 
	 	 	 	 
	 	First National Bank of Omaha,

a national banking association

 	 
	 	By:  	/s/ Donald L. Erikson
 	 
	 	 	Donald L. Erikson, Vice President 	 
	 	 	 	 
	 




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