AMENDMENT

Exhibit 10.21

AMENDMENT

AMENDMENT, dated as of November 29, 2009 (this “Amendment”), to the Credit Agreement dated as of September 5, 2008 (the “Credit Agreement”) among Xxxxx Xxxxxx, Inc., as borrower (the “Borrower”), the several lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and HSBC Bank USA, N.A., The Bank of New York Mellon, and UniCredit Markets and Investment Banking, acting through Bayerische Hypo- und Vereinsbank AG, New York Branch, as co-syndication agents.

RECITALS

A. WHEREAS, a newly-formed joint venture in which the Borrower will hold a majority ownership interest intends to acquire certain assets of the Borrower (the “Xxxxxxx Acquisition”) and incur indebtedness in connection therewith;

B. WHEREAS, in connection with the Xxxxxxx Acquisition, the Borrower is requesting that the Lenders agree to certain amendments relating to the Credit Agreement; and

C. WHEREAS, the Lenders are willing to agree to such amendments subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

	1.	Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, as amended by this Amendment. As used in this Amendment, the
following terms shall have the following meanings:

“Effective Date”: as defined in Section 11.

“Xxxxxxx Acquisition”: as defined in the Preamble hereto.

“Xxxxxxx Acquisition Documents”: the Omnibus Agreement, dated as of November 29, 2009, by and among the Borrower, National Logistics Services, LLC, Xxxxxxx Acquisition Company, Xxxxxx Animal Health Holding Company LLC, 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 Veterinary Supply, Inc., and the Management Members (as defined therein), and all documents and agreements executed and delivered in connection with the consummation of the transactions contemplated thereby.

“Xxxxxxx Transaction Documents”: the Xxxxxxx Acquisition Documents and the Xxxxxxx Credit Documents.

Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by:

(a) amending the definition of “Guarantor” by inserting the words “(other than the Joint Venture and its Subsidiaries)” after the words “any Subsidiary of the Borrower” in the first line thereof; and

(b) adding the following definitions in the appropriate alphabetical order:

“Joint Venture”: W.A. Xxxxxx Company, a Delaware corporation (currently known as Xxxxxxx Acquisition Company, together with its permitted successors and assigns).

“Permitted JV Refinancing Indebtedness” means Indebtedness of the Joint Venture and its Subsidiaries which satisfies each of the following conditions: (a) to the extent that such Indebtedness is to be secured by a Lien on any assets or property, or the Equity Interests, of the Joint Venture and its Subsidiaries, the terms of such Indebtedness (including the Liens that secure such Indebtedness) shall be substantially similar to those provided in the Xxxxxxx Credit Documents (other than changes which extend the maturity thereof, decrease the interest rate applicable thereto, release a portion of the assets subject to such Liens or otherwise amend the terms in a manner that could not reasonably be expected to be materially adverse to the interests of the Lenders taken as a whole) and any Liens that secure such Indebtedness do not cover any additional assets, property or Equity Interests ; (b) such Indebtedness shall consist of (i) a secured facility which satisfies the requirements of clause (a) above or (ii) an unsecured or subordinated facility (and guarantees in respect thereof provided by any Subsidiary of the Joint Venture) with terms customary for facilities of such type at such time; (c) no Default or Event of Default shall have occurred and be continuing or would result from the incurrence of such Indebtedness; (d) such Indebtedness shall not be subject to any amortization or required repayment obligations (other than, in the case of a secured facility, as contemplated by clause (a) above or, in the case of an unsecured or subordinated facility, as then reflects the customary terms for facilities of such type at such time) on or prior to the Termination Date; (e) the net proceeds of such Indebtedness (other than any revolving Indebtedness) are concurrently applied to the prepayment of the Indebtedness to be refinanced; and (f) the Administrative Agent shall have received (x) a certificate of a Responsible Officer of the Joint Venture certifying compliance with the conditions set forth in this definition (and attaching any other information reasonably required by the Administrative Agent) and (y) copies of all the loan documents relating to such Indebtedness at least three Business Days prior to the funding of any such Indebtedness.

“Xxxxxxx Credit Agreement”: the credit agreement to be entered into in connection with the Xxxxxxx Acquisition between Xxxxxx Animal Health Supply, LLC, a Delaware limited liability company, as borrower, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, waived, modified or supplemented from time to time; provided that any renewal, replacement or refinancing thereof shall satisfy the requirements set forth in paragraphs (a) through (f) of the definition of “Permitted JV Refinancing Indebtedness”).

“Xxxxxxx Credit Documents”: the Xxxxxxx Credit Agreement and any agreement, document or instrument creating any security interest or other encumbrance, or guaranty, entered into in connection therewith and any other agreement, document or instrument ancillary or otherwise related thereto (as amended, waived, modified or supplemented from time to time; provided that any renewal, replacement or refinancing thereof shall satisfy the requirements set forth in paragraphs (a) through (f) of the definition of “Permitted JV Refinancing Indebtedness”).

	3.	Amendment to Section 7.4. Clause (c) of Section 7.4 of the Credit Agreement is hereby amended by inserting the words “(other than Indebtedness permitted under Section 8.3(b)(viii))” after the word
“Indebtedness” in the first line thereof.

Amendment to Section 7.12. Section 7.12 of the Credit Agreement is hereby amended by inserting the words “(other than the Joint Venture and its Subsidiaries)” after the word “Subsidiary” in the first line thereof.

Amendment to Section 8.2. Section 8.2 of the Credit Agreement is hereby amended by:

(i) deleting the word “or” from the end of clause (m);

(ii) deleting the period from the end of clause (n) and substituting therefor a semicolon; and

(iii) adding the following at the end thereof:

“(o) any Lien over the assets, property or Equity Interests of the Joint Venture and its Subsidiaries that secures Indebtedness permitted under Section 8.3(b)(viii); provided that such Lien does not at any time cover any additional assets or property other than products or proceeds thereof; or

(p) Liens granted by any Subsidiary of the Borrower that are contractual rights of set-off or netting arrangements relating to pooled deposit or sweep accounts of such Subsidiary to permit satisfaction of overdraft or similar obligations (including with respect to netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements) incurred in the ordinary course of business of such Subsidiary.”

Amendment to Section 8.3. Clause (b) of Section 8.3 of the Credit Agreement is hereby amended by:

(i) deleting the word “and” from the end of clause (vi);

(ii) deleting the period from the end of clause (vii) and substituting therefor a comma; and

(iii) adding the following words at the end thereof:

“(viii) (A) Indebtedness of the Joint Venture and its Subsidiaries under the Xxxxxxx Credit Agreement in a principal amount not to exceed $330,000,000 at any time, and (B) Permitted JV Refinancing Indebtedness in respect thereof, (ix) Indebtedness of any Subsidiary of the Borrower in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts in the ordinary course of business, and (x) any Guarantee Obligation of the Borrower in respect of Indebtedness incurred by any Subsidiary under clause (ix) hereof up to an aggregate principal amount not to exceed $25,000,000 at any time outstanding.”

Amendment to Section 8.8. Section 8.8 of the Credit Agreement is hereby amended by:

(i) deleting clause (i) of the proviso in its entirety and replacing it with the following:

“(i) the foregoing shall not apply to prohibitions, restrictions and conditions (x) imposed by law, (y) contained in any of the Loan Documents or (z) contained in the

organizational documents of the Joint Venture and its Subsidiaries (including their respective operating, management or partnership agreements, as applicable) to the extent that such prohibition, restriction or
condition applies only to the property, assets or Equity Interests of, or dividends, distributions, loans, advances, repayments or guarantees by, the Joint Venture and its Subsidiaries,”

(ii) deleting clause (iv) of the proviso in its entirety and replacing it with the following:

“(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness (including the Xxxxxxx Credit Documents and the loan documentation with respect to any Permitted JV Refinancing Indebtedness) permitted by this Agreement if such restrictions or conditions apply only to the property, assets or Equity Interests securing any such Indebtedness and, in the case of the Xxxxxxx Credit Documents and any loan documentation with respect to Permitted JV Refinancing Indebtedness, such restrictions or conditions apply only to the property, assets or Equity Interests of the Joint Venture and its Subsidiaries, and”.

	8.	Amendment to Section 9. Section 9 is hereby amended by (i) inserting the words “(other than Indebtedness permitted under Section 8.3(b)(viii))” after the words “Material Indebtedness” where such words appear
in subsections (d) and (e) thereof, and (ii) inserting the words “(other than the Joint Venture and its Subsidiaries)” after the words “Significant Subsidiary” where such words appear in subsections (f) and (g) thereof.

Schedule 5.14 to the Credit Agreement. Schedule 5.14 to the Credit Agreement is hereby supplemented with the information provided in Schedule 5.14 to this Amendment.

10.

Conditions to Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the following conditions shall have been satisfied or waived:

(a) the Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower and the Majority Lenders;

		(b) the Administrative Agent shall have received executed copies of the Xxxxxxx Transaction Documents, each certified by an officer of the Borrower to be true and correct and in full force and effect as of the
date hereof, and no provision thereof shall have been amended, waived or otherwise modified without the consent of the Administrative Agent;

(d) the Administrative Agent shall have received customary legal opinions from counsel to the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Administrative Agent; and

		(e) the Administrative Agent shall have received such customary certificates as may be reasonably requested by the Administrative Agent including confirmation that the Borrower is in compliance with the
requirements of Section 8.1 of the Credit Agreement both prior to and immediately after the consummation of the Xxxxxxx Acquisition.

	11.	Counterparts. This 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 one and the
same agreement. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

12.

Representations and Warranties. The Borrower hereby represents and warrants to the Lenders and the Administrative Agent as follows:

		(a) The Borrower has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and
performance of this Amendment. This Amendment has been duly executed and delivered on behalf of the Borrower and constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in
accordance with its terms.

		(b) The representations and warranties of the Borrower set forth in Section 5 of the Credit Agreement as amended hereby (excluding the representations made in subsections 5.2 and 5.6 thereof) are true and
correct in all material respects on and as of the date hereof as if made on and as of such date (or, if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

	13.	Fees, Costs and Expenses. The Borrower agrees to (i) pay to the Administrative Agent any arrangement fees previously agreed in writing in connection with this Amendment and (ii) reimburse the Administrative
Agent for all reasonable fees, costs and expenses incurred by it in connection with this Amendment, including but not limited to the reasonable fees, costs and expenses of counsel and invoiced at least one Business Day prior to
the Effective Date.

14.

Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

15.

Loan Document. This Amendment shall be designated a Loan Document for all purposes of the Credit Agreement, as amended hereby, and the terms and conditions set forth therein.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

	XXXXX XXXXXX, INC.

	By:	/s/Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Executive Vice President

	JPMORGAN CHASE BANK, N.A. as Administrative
	Agent and a Lender

	By:	/s/Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President

	Xxxxxxx Street LLC, as a Lender

	By:	/s/Xxx Xxxxxxxxx
		Name: Xxx Xxxxxxxxx
		Title: Authorized Signatory

	BANK OF TOKYO-MITSUBISHI UFJ TRUST
	COMPANY
	as a Lender

	By:	/s/X. XxXxxx
		Name: X. XxXXXX
		Title: ASST. VICE PRESIDENT

	US BANK, N.A. as a Lender

	By:	/s/Xxxxxx X. Xxxx
		Name: Xxxxxx X. Xxxx
		Title: AVP

	THE ROYAL BANK OF SCOTLAND, PLC as a
	Lender

	By:	/s/Xxxxx XxxXxxxx
		Name: Xxxxx XxxXxxxx
		Title: Vice President

	HSBC Bank USA, National Association

	By:	/s/Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Vice President

	DE XXXX XXXXXX FINANCIAL SERVICES, INC.
	as a Lender

	By:	/s/Xxxxxxx Guest
		Name: Xxxxxxx Guest
		Title: VP, Commercial Operations

	The Bank of New York Mellon as a Lender

	By:	/s/Xxxxxxx X. Xxxxxxx, Xx.
		Name: Xxxxxxx X. Xxxxxxx, Xx.
		Title: Vice President

	Bank of America, N.A., as a Lender

	By:	/s/Xxxxxx X. Xxxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President

	Xxxxx Fargo Bank as a Lender

	By:	/s/Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Senior Relationship Manager

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AMENDMENT

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