AMENDMENT NO. 1 TO THE OMNIBUS AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO THE OMNIBUS AGREEMENT

     This AMENDMENT NO. 1 TO THE OMNIBUS AGREEMENT (this “Amendment”) is dated as of December 31, 2009, by and between Xxxxx Xxxxxx, Inc., a Delaware corporation (“HSI”) and Xxxxxx Animal Health Holding Company LLC, a Delaware limited liability company (“Xxxxxx Holding”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Omnibus Agreement (as defined below).

W I T N E S S E T H:

     WHEREAS, HSI and Xxxxxx Holding are parties to the Omnibus Agreement, dated as of November 29, 2009, by and among HSI, National Logistics Services, LLC, Xxxxxxx Acquisition Company, Xxxxxx Holding, Xxxxxx Animal Health Supply, LLC, Oak Hill Capital Partners II, L.P., Oak Hill Capital Management Partners II, L.P., W.A. Xxxxxx Company, Xxxxx Group Companies, Inc., Xxxxx Veterinary Supply, Inc. and those persons set forth on Exhibit A and party thereto (the “Omnibus Agreement”); and

     WHEREAS, HSI and Xxxxxx Holding desire, pursuant to Section 12.3 of the Omnibus Agreement, to amend certain provisions of and schedules to the Omnibus Agreement, as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Omnibus Agreement is hereby amended as follows:

1. Amendment to Recitals. In the second Recital to the Omnibus Agreement, clause (g) is hereby deleted in its entirety and the word “and” is hereby inserted prior to clause (f).

2. Amendment to Section 1.1. In Section 1.1 of the Omnibus Agreement, clause (g) is hereby deleted in its entirely and the word “and” is hereby inserted prior to clause (f).

3. Amendments to Section 1.8.

     3.1 In Section 1.8(b) of the Omnibus Agreement, immediately prior to the final sentence of such section, the following sentence is hereby inserted: “For the avoidance of doubt, the Demand Note shall be deemed adjusted to reflect the foregoing.”

     3.2 In Section 1.8(c) of the Omnibus Agreement, the amount “$55,323,439.22” is hereby deleted and replaced with “$43,499,839.22.”

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     3.3 Section 1.8 is hereby amended by inserting the following as sub-section (d) thereof:

     “(d) Xxxxxx Holding hereby confirms that as of the Closing Date BAHS has set aside and reserved an amount equal to $468,259 as the Class D Payment Amount, and such amount shall be used by Xxxxxx Holding and/or BAHS to pay the persons entitled to such payment.”

4. Amendments to Section 6.10.

     4.1 In Section 6.10(a) of the Omnibus Agreement, the number “26,743,577.60” is hereby deleted and replaced with the number “26,814,473.36.”

     4.2 In Section 6.10(a) of the Omnibus Agreement, the number “477.5639” is hereby deleted and replaced with the number “478.8299.”

5. Amendment to Section 12.1. In Section 12.1 of the Omnibus Agreement, the Section is hereby amended to add the following immediately prior to the final sentence thereof:

“if to Xxxxx, to:

Xxxxx Veterinary Supply, Inc.
c/x Xxxxx Group Companies
000 Xxxxxxx Xxxxxxxxxx
Xxxxxxx, XX 00000
Attn: President

with a copy (which shall not constitute notice) to:

Salon, Marrow, Xxxxxxx & Xxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Salon, Esq.”

6. Amendment to Section 12.10. In Section 12.10 of the Omnibus Agreement, the Section is hereby amended to add the following to the end thereof: “Notwithstanding anything to the contrary herein, Transaction Expenses not paid on or prior to Closing shall be treated as a current liability of Xxxxxx Holding or the Contributed Schein Vet Business, as the case may be, for purposes of Section 2.3 and 2.2 of the Omnibus Agreement, respectively, and, to the extent so included as a current liability of the Contributed Schein Vet Business, such Transaction Expenses shall be an Assumed Liability. Notwithstanding anything to the contrary herein, promptly following the Closing Xxxxxx Holding will reimburse any party for Shared Expenses paid prior to Closing, provided that the party requesting reimbursement provides reasonable evidence of its payment of such Shared Expenses.”

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7. Amendment to Section 13.3. In Section 13.3 of the Omnibus Agreement, the defined term “Xxxxxx Holding Conversion” is hereby deleted.

8. Amendments to Schedules.

     8.1 Schedule 1.8 to the Omnibus Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit A hereto. The Unrecouped Tax Distribution Amounts and Net Adjustment Amounts are set forth on Annex A to Schedule 1.8.

     8.2 Schedule 4.4(b)-1 to the Omnibus Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit B hereto.

     8.3 Schedule 4.4(b)-2 to the Omnibus Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit C hereto.

9. Effect of this Agreement. Except as specifically provided by this Amendment, the Omnibus Agreement shall remain in full force and effect.

10. Miscellaneous. Section 12.7 (Counterparts) of the Omnibus Agreement is incorporated herein by reference.

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          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first above written.

	XXXXX XXXXXX, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President and General Counsel
	XXXXXX ANIMAL HEALTH HOLDING COMPANY LLC
	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	CEO & President