Animal Health International, Inc. Sample Contracts

AMENDED AND RESTATED INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 4th, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, ____ between ANIMAL HEALTH INTERNATIONAL, INC., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.
Non-Qualified Stock Option Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

Pursuant to the Animal Health International, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Animal Health International, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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Restricted Stock Agreement under the Walco International Holdings, Inc. Amended and Restated 2005 Stock Option and Grant Plan [Time Vesting]
Restricted Stock Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

Pursuant to the Walco International Holdings, Inc. Amended and Restated 2005 Stock Option and Grant Plan (the “Plan”), Walco International Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $[ ] in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapit

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EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas

AGREEMENT made and entered into by and between Walco International, Inc. (the “Company”) and Greg Eveland (the “Executive”), effective as of the 1st day of September, 1997.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This Agreement made and entered into this day of , (the “Agreement”), by and between Animal Health International, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company) and (the “Indemnitee”):

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.
Incentive Stock Option Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

Pursuant to the Animal Health International, Inc. 2007 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Animal Health International, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas

This AMENDMENT NO. 1 (the “Amendment”) to the Employment Agreement, dated September 1, 1997 (the “Employment Agreement”), by and between Walco International, Inc. (the “Company”) and Greg Eveland (the “Executive”), is made as of June 30, 2005, by and among the Company and the Executive. Steer Parent Corporation, a Delaware corporation (“Parent Corp.”), is a party to this Amendment solely for the purposes of Sections 8 and 9 of this Amendment.

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TERM LOAN AGREEMENT
Term Loan Agreement • September 9th, 2008 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS TERM LOAN AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of August 10, 2007 by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of October , 2007 by and among WALCO INTERNATIONAL, INC., a Delaware corporation (successor by merger to Walco International, Inc., a California corporation) KVSL ACQUISITION, LTD.,...
Credit Agreement • May 16th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of October , 2007, by and among WALCO INTERNATIONAL, INC. (“US Borrower”), a Delaware corporation (successor by merger to Walco International, Inc., a California corporation), KVSL ACQUISITION, LTD. (“Canadian Borrower”), an Alberta corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the Administrative Agent, the US Administrative Agent, the US Collateral Agent and an Issuing Bank, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH (“JPMorgan Canada”), as the Canadian Administrative Agent, the Canadian Collateral Agent and an Issuing Bank, and GENERAL ELECTR

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AMENDMENT NO. 2 TO AGREEMENT
To Agreement • January 2nd, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Amendment No. 2 (the “Amendment”) to the Agreement, by and between Walco International, Inc., a Delaware corporation (the “Company”) and Kathy C. Hassenpflug (the “Executive”) is entered into as of the 31st day of December, 2008 (“Effective Date”).

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AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT
Secured Term Loan Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of September 25, 2006 by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER and MERRILL LYNCH PCG, INC. (the “Lender”).

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AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This AMENDMENT NO. 4 (the "Amendment") to the Employment Agreement, dated April 1, 2006, as amended (the "Employment Agreement"), by and between Walco International, Inc., a Delaware corporation (the "Company"), and Damian Olthoff (the "Executive") is entered into as of the 14th day of March, 2011.

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 15th, 2010 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment"), dated effective as of November 10, 2010, is made and entered into by and among WALCO INTERNATIONAL, INC., a Delaware corporation (the "US Borrower"), KANE VETERINARY SUPPLIES LTD. (the "Canadian Borrower"), an Alberta corporation, THE UNDERSIGNED GUARANTORS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (as hereinafter defined), as amended by this Amendment (each a "Guarantor" and collectively, the "Guarantors"), THE UNDERSIGNED GRANTOR WHICH IS A PARTY TO THE CREDIT AGREEMENT (the "Grantor"), THE UNDERSIGNED FINANCIAL INSTITUTIONS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (each, together with its successors and assigns, a "Lender" and collectively, the "Lenders"), JPMORGAN CHASE BANK, N.A., a national banking association, as the administrative agent for the US Lenders (in such capacity, the "US Administrative Agent"), and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the administrative agent for the Canadi

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VOTING AGREEMENT
Voting Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS VOTING AGREEMENT, dated as of March 14, 2011 (this "Agreement"), is made and entered into by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Animal Health International, Inc., a Delaware corporation (the "Company") and the stockholder of the Company set forth on the signature page hereto ("Stockholder").

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VOTING AGREEMENT
Voting Agreement • March 14th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS VOTING AGREEMENT, dated as of March 14, 2011 (this "Agreement"), is made and entered into by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Animal Health International, Inc., a Delaware corporation (the "Company") and the stockholders of the Company set forth on the signature pages hereto (each, a "Stockholder" and collectively, the "Stockholders").

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CONFIDENTIAL TREATMENT REQUESTED] /*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406...
Products Distribution Agreement • December 16th, 2008 • Animal Health International, 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 Walco International, Inc., 7 Village Circle, Suite 200, Westlake, TX 76262 (“WALCO”).

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DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • January 2nd, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
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AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2010 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Amendment No. 4 (the “Amendment”) to the Agreement, by and between Walco International, Inc., a Delaware corporation (the “Company”) and Kathy C. Hassenpflug (the “Executive”) is entered into as of the 11th day of November, 2010 (“Effective Date”).

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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 4th, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Amendment No. 3 (the “Amendment”) to the Employment Agreement, dated August 15, 2003, as amended on June 30, 2005 and December 22, 2008 (the “Employment Agreement”), by and between Walco International, Inc., a Delaware corporation (the “Company”) and William F. Lacey (the “Executive”) is entered into as of the 3rd day of September, 2009 (“Effective Date”).

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ANIMAL HEALTH INTERNATIONAL, INC. AMENDMENT TO DEFERRED STOCK UNIT AWARD AGREEMENT
Deferred Stock Unit Award Agreement • January 2nd, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Amendment to the Deferred Stock Unit Award Agreement (the “Amendment”) is made effective as of _________, 2008, by and between Animal Health International, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Grantee”).

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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated effective as of November 10, 2010, is made and entered into by and among WALCO INTERNATIONAL, INC., a Delaware corporation (the “US Borrower”), KANE VETERINARY SUPPLIES LTD. (the “Canadian Borrower”), an Alberta corporation, THE UNDERSIGNED GUARANTORS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (as hereinafter defined), as amended by this Amendment (each a “Guarantor” and collectively, the “Guarantors”), THE UNDERSIGNED GRANTOR WHICH IS A PARTY TO THE CREDIT AGREEMENT (the “Grantor”), THE UNDERSIGNED FINANCIAL INSTITUTIONS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (each, together with its successors and assigns, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as the administrative agent for the US Lenders (in such capacity, the “US Administrative Agent”), and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the administrative agent for the Canadi

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Contract
Employment Agreement • January 2nd, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
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DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE ANIMAL HEALTH INTERNATIONAL, INC.
Deferred Stock Unit Award Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
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CONFIDENTIAL TREATMENT REQUESTED] /*/ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406...
2010 Livestock Products Distribution Agreement • March 22nd, 2010 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Livestock Products Agreement (“Agreement”) effective as of January 1, 2010 (“Effective Date”) is made by and between Pfizer Inc., 235 East 42nd Street, New York, NY 10017 (“Pfizer”) and Walco International, Inc., 7 Village Circle, Suite 200, Westlake, TX 76262 (“WALCO”).

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2008 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This AMENDMENT NO. 2 (the “Amendment”) to the Employment Agreement, dated May 1, 1997, as amended on June 30, 2005 (the “Employment Agreement”), by and between Walco International, Inc., a Delaware corporation (the “Company”) and James C. Robison (the “Executive”) is entered into as of the 7th day of May, 2008. Animal Health International, Inc., a Delaware corporation, f/k/a Steer Parent Corporation (“AHII”) is a party to this Amendment solely for the purposes of Section 6(e) of this Amendment.

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT By and Among Walco International Holdings, Inc. The Charlesbank Investors as defined herein and The Management Investors as defined herein Dated as of September 8, 2005
Stockholders Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of September [__], 2005, by and among Walco International Holdings, Inc., a Delaware corporation (the “Company”), the Persons identified on the signature pages hereto as the Charlesbank Investors (each, a “Charlesbank Investor” and collectively, the “Charlesbank Investors”), and the individuals identified on the signature pages hereto as Management Investors (collectively, the “Management Investors,” and each individually, a “Management Investor”) and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A. The Charlesbank Investors, the Management Investors and the other parties who become a party hereto are sometimes referred to herein collectively as the “Stockholders,” and each individually, a “Stockholder.”

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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2010 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

This Amendment No. 3 (the “Amendment”) to the Employment Agreement, dated April 1, 2006, as amended on December 22, 2008 and September 3, 2009 (the “Employment Agreement”), by and between Walco International, Inc., a Delaware corporation (the “Company”) and Damian Olthoff (the “Executive”) is entered into as of the 11th day of November, 2010 (“Effective Date”).

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AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of September 26, 2006 by and among WALCO INTERNATIONAL, INC. a Delaware corporation (successor by merger to Walco International, Inc., a California corporation) EACH OF THE CREDIT PARTIES...
Credit Agreement • December 13th, 2006 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of September 26, 2006, by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation (successor by merger to Walco International, Inc., a California corporation), EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), a national banking association, as Administrative Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Documentation Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”)

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NON-COMPETITION ADDENDUM
Non-Competition Addendum • November 7th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Texas

This NON-COMPETITION ADDENDUM is made and entered into by and between Walco International, Inc., a California corporation, having an address of 7 Village Circle, Suite 200, in the city of Westlake, state of Texas (the “Company”) and Kathy Hassenpflug, having an address of 5211 Brettenmeadow Dr., in the city of Grapevine, state of TX (the “Employee”), effective as of the 30th day of September, 2005.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 7th, 2009 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT ("Amendment"), dated effective as of May 5, 2009, is made and entered into by and among WALCO INTERNATIONAL, INC., a Delaware corporation (the "US Borrower"), KANE VETERINARY SUPPLIES LTD. (the "Canadian Borrower"), an Alberta corporation, THE UNDERSIGNED GUARANTORS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (as hereinafter defined), as amended by this Amendment (each a "Guarantor" and collectively, the "Guarantors"), THE UNDERSIGNED GRANTOR WHICH IS A PARTY TO THE CREDIT AGREEMENT (the "Grantor"), THE UNDERSIGNED FINANCIAL INSTITUTIONS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (each, together with its successors and assigns, a "Lender" and collectively, the "Lenders"), JPMORGAN CHASE BANK, N.A., a national banking association, as the administrative agent for the US Lenders (in such capacity, the "US Administrative Agent"), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the administrative agent for the Canadian Lenders

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LIVESTOCK PRODUCTS AGREEMENT
Livestock Products Agreement • May 30th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

This Agreement effective as of December 23, 2006 is made by and between Pfizer Inc., 812 Springdale Drive, Exton, PA 19341 (“Pfizer”) and WALCO International Inc., 7 Village Circle, Ste 200, Westlake, TX 76262 (“WALCO”).

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TERM LOAN CREDIT AGREEMENT among WALCO INTERNATIONAL, INC., as Borrower, The Credit Parties (other than Borrower) from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative...
Term Loan Credit Agreement • May 16th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York

THIS TERM LOAN CREDIT AGREEMENT (together with all amendments, modifications and supplements hereto and restatements hereof, this “Agreement”) is made and entered into as of November 10, 2010 by and among WALCO INTERNATIONAL, INC. (“Borrower”), a Delaware corporation, EACH OF THE CREDIT PARTIES WHICH IS NOW OR HEREAFTER A GUARANTOR HEREUNDER, EACH OF THE FINANCIAL INSTITUTIONS WHICH IS A SIGNATORY HERETO OR WHICH MAY FROM TIME TO TIME BECOME A PARTY HERETO (individually, a “Lender” and collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

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TERMINATION AGREEMENT
Termination Agreement • January 16th, 2007 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This Termination Agreement (the “Termination Agreement”) is dated as of January 12, 2007, and is by and between Charlesbank Capital Partners, LLC, a Massachusetts limited liability company (“Charlesbank”), Animal Health International, Inc., a Delaware corporation formerly known as Steer Parent Corporation and Walco International Holdings, Inc. (“Parent”), and Walco International, Inc., a Delaware corporation (the “Company”).

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LIMITED GUARANTY
Animal Health International, Inc. • March 14th, 2011 • Wholesale-medical, dental & hospital equipment & supplies • Delaware

This Limited Guaranty (this "Limited Guaranty") is made and entered into as of March 14, 2011 (the "Guarantee") by and among Animal Health International, Inc. a Delaware corporation (the "Company"), Green Equity Investors V, L.P., a Delaware limited partnership ("GEI V"), and Green Equity Investors Side V, L.P., a Delaware limited partnership ("GEIS V" and together with GEI V, the "Guarantors", each a "Guarantor"). Except as specified herein, capitalized terms used in this Guarantee shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the "Merger Agreement") by and among Lextron, Inc., a Colorado corporation ("Parent"), Buffalo Acquisition, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent ("Merger Sub") and the Company.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 16th, 2011 • Animal Health International, Inc. • Wholesale-medical, dental & hospital equipment & supplies

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated effective as of May 5, 2009, is made and entered into by and among WALCO INTERNATIONAL, INC., a Delaware corporation (the “US Borrower”), KANE VETERINARY SUPPLIES LTD. (the “Canadian Borrower”), an Alberta corporation, THE UNDERSIGNED GUARANTORS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (as hereinafter defined), as amended by this Amendment (each a “Guarantor” and collectively, the “Guarantors”), THE UNDERSIGNED GRANTOR WHICH IS A PARTY TO THE CREDIT AGREEMENT (the “Grantor”), THE UNDERSIGNED FINANCIAL INSTITUTIONS WHICH ARE PARTIES TO THE CREDIT AGREEMENT (each, together with its successors and assigns, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as the administrative agent for the US Lenders (in such capacity, the “US Administrative Agent”), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as the administrative agent for the Canadian Lenders

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