MWI Veterinary Supply, Inc. Common Stock UNDERWRITING AGREEMENT dated April 17, 2007 Piper Jaffray & Co. Banc of America Securities LLC William Blair & Company, L.L.C.Underwriting Agreement • April 20th, 2007 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the foregoing restrictions.
CREDIT AGREEMENT Dated as of December 13, 2006 among MWI VETERINARY SUPPLY CO., as Borrower, MWI VETERINARY SUPPLY, INC., MEMORIAL PET CARE, INC., as Guarantors, BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A., as Lenders, BANK OF AMERICA, N.A., as...Credit Agreement • February 5th, 2007 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
CREDIT AGREEMENT (this “Agreement”) is entered into as of December 13, 2006, 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 and each other guarantor becoming a party hereto as provided in Section 6.13, 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 Administrative Agent and L/C Issuer.
AGREEMENT AND PLAN OF MERGER by and among AMERISOURCEBERGEN CORPORATION, ROSCOE ACQUISITION CORP. and MWI VETERINARY SUPPLY, INC. Dated as of January 11, 2015Merger Agreement • January 12th, 2015 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2015 (the “Agreement”), by and among AMERISOURCEBERGEN CORPORATION, a Delaware corporation (“Parent”), ROSCOE ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and MWI VETERINARY SUPPLY, INC., a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth in Section 8.16.
Underwriting AgreementUnderwriting Agreement • July 29th, 2005 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
CREDIT AGREEMENT Dated as of June 18, 2002 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as the Agent and MWI VETERINARY SUPPLY CO., an Idaho corporation, as the BorrowerCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This CREDIT AGREEMENT, dated as of June 18, 2002, (this “Agreement”) among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), BANK OF AMERICA, N.A. with an office at 55 South Lake Avenue, Pasadena, California 91101, as agent for the Lenders (in its capacity as agent, the “Agent”), and MWI VETERINARY SUPPLY CO., an Idaho corporation, with offices at 2201 N. 20th Street, Nampa, Idaho 83687 (the “Borrower”).
EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
THIS EXECUTIVE STOCK AGREEMENT (this “Agreement”) is made as of June 18, 2002, by and among MWI Veterinary Supply Co. (the “Company”), MWI Holdings, Inc. (the “Holding Company”), and Jeff Danielson (“Executive”). Certain definitions are set forth in Section 9 of this Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 27th, 2013 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Asset Purchase Agreement (this “Agreement”), dated as of August 28, 2013, is entered into among IVESCO HOLDINGS LLC, a Delaware limited liability company (“Seller”), ahn international llc, a Delaware limited liability company (“AHN”) and MWI Veterinary Supply Co., an Idaho corporation (“Buyer”).
COMPANION ANIMAL AAHA MARKETLINK MANAGEMENT AGREEMENTManagement Agreement • May 6th, 2010 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement dated and effective as of March 1, 2009 is made by and between PFIZER Inc., 235 East 42nd Street, New York, New York 10017 (hereinafter, “PFIZER”) and MWI Veterinary Supply Co., 651 S. Stratford Drive, Ste 100, Meridian, ID 83642 (“MWI”).
MWI VETERINARY SUPPLY CO. NON-DISCLOSURE AND NON-COMPETITION AGREEMENT WITH ALDEN J. SUTHERLANDNon-Disclosure and Non-Competition Agreement • November 27th, 2012 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
Pursuant to the offer letter dated September 12, 2011, and the compensation stated therein, effective January 2, 2012, Alden Sutherland (“Employee”), and MWI Veterinary Supply Co., an Idaho corporation (the "Company"), as part of Employee’s employment with the Company agree as follows:
COMPANION ANIMAL SELECT BRANDS DISTRIBUTION AGREEMENTDistribution Agreement • April 30th, 2009 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement dated and effective as of January 1, 2009 is made by and between Pfizer Inc., 235 East 42nd Street, New York, NY 10017 (hereinafter, “PFIZER”) and MWI Veterinary Supply, 651 South Stratford Drive, Suite 100, Meridian, Idaho 83642 (hereinafter, “MWI”).
— CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.Independent Sales Agent Agreement • May 6th, 2010 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Georgia
THIS 2010 — 2011 MERIAL /**/ INDEPENDENT SALES AGENT AGREEMENT (“Agreement”), is executed as of this 25th day of February, 2010 and effective as of the “Commencement Date” as defined below, by and between MERIAL LIMITED, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at P.O. Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5QA, England, and domesticated in Delaware, U.S.A. as MERIAL LLC, with a place of business at 3239 Satellite Boulevard, Duluth, Georgia 30096-4640 USA (hereinafter “MERIAL”) and MWI Veterinary Supply Co., with a place of business at 651 S. Stratford Drive, Suite 100, Meridian, Idaho 83642 (hereinafter called “Independent Sales Agent”).
AMENDED AND RESTATED CONTINUING GUARANTYContinuing Guaranty • March 20th, 2013 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
MWI Veterinary Supply, Inc. Common Stock UNDERWRITING AGREEMENT dated July , 2006 Piper Jaffray & Co. Banc of America Securities LLC William Blair & Company, L.L.C.Underwriting Agreement • July 19th, 2006 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
authorizations and approvals required by law and under its charter or by-laws, partnership agreement or other organizational documents to enter into the Underwriting Agreement and its Custody Agreement and Power of Attorney, to sell, transfer and deliver all of the Shares which may be sold by such Entity Selling Stockholder pursuant to the Underwriting Agreement and to comply with its other obligations thereunder. Each Individual Selling Stockholder has the legal right and power to enter into the Underwriting Agreement and his or her Custody Agreement and Power of Attorney to sell, transfer and deliver all of the Shares which may be sold by such Individual Selling Stockholder pursuant to the Underwriting Agreement and to comply with his or her other obligations thereunder.
Dated 8 February 2010 AHN (UK) HOLDINGS LIMITED and MWI SUPPLY (UK ACQUISITION) LIMITED and MWI VETERINARY SUPPLY CO. and AHN INTERNATIONAL, LLC AGREEMENT RELATING TO THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF CENTAUR SERVICES LIMITEDShare Purchase Agreement • February 12th, 2010 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • England and Wales
NON-COMPETITION AND CONFIDENTIAL INFORMATION AGREEMENTNon-Competition and Confidential Information Agreement • November 28th, 2011 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
THIS NON-COMPETITION AND CONFIDENTIAL INFORMATION AGREEMENT (this “Agreement”), dated as of September 20, 2011, by and between MWI Veterinary Supply Co., an Idaho corporation (the “Buyer”), and Mark Shaw (the “Restricted Party”), will be effective as of the Closing Date.
AGREEMENT FOR LOGISTICS SERVICESLogistics Services Agreement • February 5th, 2007 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
This Agreement for Logistics Services (this “Agreement”), executed as of this 1st day of December, 2006, is made by and between MWI Veterinary Supply Co., located at 651 S. Stratford Drive, Suite 100, Meridian, ID 83642 (“MWI”), and Medical Management International, Inc., dba Banfield, The Pet Hospital, located at 8000 NE Tillamook Street, Portland, OR 97213 (“Banfield”). The parties agree to the following:
SECOND AMENDMENT TOIndependent Sales Agent Agreement • July 29th, 2011 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Second Amendment to 2010-2011 Merial /**/ Independent Sales Agent Agreement (“Amendment”), executed as of this ____ day of February 2011 by and between Merial Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at PO Box 327, Sandringham House, Sandringham Avenue, Harlow Business Park, Harlow, Essex CM19 5QA, England, and domesticated in Delaware, USA, as Merial LLC, with a place of business at 3239 Satellite Blvd., Duluth, GA 30096-4640, USA (“MERIAL”), and MWI Veterinary Supply Co., with a place of business at 3041 W. Pasadena Drive, Boise, Idaho 83705 (“Independent Sales Agent”).
CAPEX NOTECapex Note • April 22nd, 2005 • MWI Veterinary Supply, Inc.
FOR VALUE RECEIVED, the undersigned, MWI VETERINARY SUPPLY CO., an Idaho corporation and MEMORIAL PET CARE, INC., an Idaho corporation (the “Borrower”) jointly and severally promise to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION (the “Lender”) at the office of Bank of America, N.A., at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Agent (in its capacity as agent, the “Agent”) for the financial institutions from time to time parties to that certain Credit Agreement (as defined below), in lawful money of the United States of America and in immediately available funds, the principal amount of Eight Hundred Sixty-Two Thousand, Sixty-Nine Dollars ($862,069.00), or such lesser amount as may then constitute the unpaid aggregate principal amount on the Termination Date of the Loans made to the Borrowers.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 13th, 2010 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is entered into as of August 9, 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”).
FIRST AMENDMENT TO EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • June 13th, 2005 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies
THIS FIRST AMENDMENT is made as of this 6th day of May, 2005 by and among MWI VETERINARY SUPPLY, INC., a Delaware corporation, formerly known as MWI HOLDINGS, INC. (the “Company”), MWI VETERINARY SUPPLY CO. (“MWI”) and JAMES F. CLEARY, JR. (the “Executive”).
CAPEX NOTECapex Note • April 22nd, 2005 • MWI Veterinary Supply, Inc.
FOR VALUE RECEIVED, the undersigned, MWI VETERINARY SUPPLY CO., an Idaho corporation and MEMORIAL PET CARE, INC., an Idaho corporation (the “Borrower”) jointly and severally promise to pay to the order of BANK OF AMERICA, N.A. (the “Lender”) at the office of Bank of America, N.A., at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Agent (in its capacity as agent, the “Agent”) for the financial institutions from time to time parties to that certain Credit Agreement (as defined below), in lawful money of the United States of America and in immediately available funds, the principal amount of One Million, Six Hundred Thirty-Seven Thousand, Nine Hundred Thirty-One Dollars ($1,637,931.00), or such lesser amount as may then constitute the unpaid aggregate principal amount on the Termination Date of the Loans made to the Borrowers.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2010 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
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”).
* – CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.Livestock Products Distribution Agreement • February 4th, 2009 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Livestock Products Agreement (“Agreement”) effective as of January 1, 2009 (“Effective Date”) is made by and between Pfizer Inc., 812 Springdale Drive, Exton, PA 19341 (“Pfizer”) and, MWI Veterinary Supply, 651 South Stratford Drive, Suite 100, Meridian, Idaho 83642 (“MWI”).
COMPANION ANIMAL SELECT BRANDS DISTRIBUTION AGREEMENTDistribution Agreement • May 6th, 2010 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement dated and effective as of January 1, 2009 is made by and between Pfizer Inc, 235 East 42nd Street, New York, NY 10017 (hereinafter, “PFIZER”) and MWI Veterinary Supply, 651 South Stratford Drive, Suite 100, Meridian, Idaho 83642 (hereinafter, “MWI”).
ETHICAL DISTRIBUTION AGREEMENTDistribution Agreement • June 13th, 2005 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Kansas
This DISTRIBUTION AGREEMENT is made and entered into as of the first day of January, 2004, by and between FORT DODGE ANIMAL HEALTH, a division of Wyeth (“FORT DODGE”), with offices at 9225 Indian Creek Parkway, Suite 400, Overland Park, Kansas 66210 and MWI VETERINARY SUPPLY CO. (“DISTRIBUTOR), with offices at 651 S. Stratford Drive, Suite 100, Meridian, ID 83642.
STOCKHOLDERS AGREEMENTStockholders Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of June 18, 2002, by and among MWI Holdings, Inc. (the “Company”), Bruckmann, Rosser, Sherrill & Co. II, L.P. (“BRS”), Agri Beef Co. (“AgriBeef”), and the other parties set forth on the signature pages hereto (such other parties, collectively, the “Additional Stockholders”). Each of BRS, AgriBeef, the Additional Stockholders and their respective Permitted Transferees and any other Person executing a joinder hereto are each referred to herein as a “Stockholder” and together as the “Stockholders”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1 hereof.
FIRST AMENDMENT TO EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • June 13th, 2005 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies
THIS FIRST AMENDMENT is made as of this 6th day of May, 2005 by and among MWI VETERINARY SUPPLY, INC., a Delaware corporation, formerly known as MWI HOLDINGS, INC. (the “Company”), MWI VETERINARY SUPPLY CO. (“MWI”) and JAMES M. ROSS (the “Executive”).
COMPANION ANIMAL AAHA MARKETLINK MANAGEMENT AGREEMENTManagement Agreement • November 20th, 2009 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement dated and effective as of September 1, 2009 is made by and between PFIZER Inc., 235 East 42nd Street, New York, New York 10017 (hereinafter, "PFIZER") and MWI Veterinary Supply Co., 651 S. Stratford Drive, Ste 100, Meridian, ID 83642 ("MWI").
LIVESTOCK PRODUCTS AGREEMENTLivestock Products Agreement • June 13th, 2005 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement effective as of January 1, 2005 is made by and between Pfizer Inc., 812 Springdale Drive, Exton, PA 19341 (“Pfizer”) and MWI Veterinary Supply Co., 2201 North 20th Street, Nampa, ID 83687 (“MWI”).
LICENSE AGREEMENTLicense Agreement • November 24th, 2008 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
THIS AGREEMENT dated and effective July 1, 2008, is between the AMERICAN ANIMAL HOSPITAL ASSOCIATION (“AAHA”), with its principal offices located at 12575 W. Bayaud Ave., Lakewood, CO 80228 and MWI Veterinary Supply Co. (“MWI”) with its principal offices located at 651 S. Stratford, Suite 100, Meridian, Idaho 83680.
MWI VETERINARY SUPPLY CO. SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 22nd, 2005 • MWI Veterinary Supply, Inc. • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 19, 2003 and entered in to by and among MWI VETERINARY SUPPLY CO., an Idaho corporation (the “Borrower”), the financial institutions listed on the signature pages hereof (the “Lenders”) and BANK OF AMERICA, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), and is made with reference to that certain Credit Agreement dated as of June 18, 2002, and amended by that certain First Amendment to Credit Agreement dated as of August 13, 2002 (as so amended, the “Credit Agreement”), by and among the Borrower, the Lenders and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
AGREEMENT FOR PRODUCT PURCHASESProduct Purchase Agreement • February 5th, 2007 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
THIS AGREEMENT for Product Purchases (this “Agreement”), executed as of this 1st day of December, 2006, is made by and between MWI Veterinary Supply Co., located at 651 S. Stratford Dr., Suite 100, Meridian, ID 83642 (“MWI”) and Medical Management International, Inc., dba Banfield, The Pet Hospital®, located 8000 NE Tillamook Street, Portland, OR 97213 (“Banfield”). The parties agree to the following:
FIRST AMENDMENT TO EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • February 6th, 2014 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies
THIS FIRST AMENDMENT is made as of this 5th day of May, 2005 by and among MWI VETERINARY SUPPLY, INC., a Delaware corporation, formerly known as MWI HOLDINGS, INC. (the “Company”), MWI VETERINARY SUPPLY CO. (“MWI”) and JOHN R. RYAN (the “Executive”).
MWI VETERINARY SUPPLY CO. KEY EMPLOYEE Nondisclosure AND nonCOMPETITION AGREEMENTKey Employee Nondisclosure and Noncompetition Agreement • November 27th, 2013 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Idaho
This Key Employee Nondisclosure and Noncompetition Agreement (“Agreement”) is made by and between Jeremy Ouchley (“Employee”) and MWI Veterinary Supply Co., an Idaho corporation (the "Company"), in connection with the inception of Employee’s employment with the Company (as described further in the offer letter dated August 30, 2013). Employee and the Company agree as follows:
LIVESTOCK PRODUCTS AGREEMENTLivestock Products Agreement • March 31st, 2006 • MWI Veterinary Supply, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement effective as of January 1, 2006 is made by and between Pfizer Inc., 812 Springdale Drive, Exton, PA 19341 (“Pfizer”) and MWI Veterinary Supply Co., 2201 North 20th Street, Nampa, ID 83687 (“MWI”).
