0000950137-05-003191 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 17th, 2005 • Professional Veterinary Products LTD /Mo/ • Wholesale-durable goods, nec • Nebraska

THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (the “Amendment”) is made this 28th day of December 2004 (the “Effective Date”), 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 to as “Borrower”) and U.S. Bank National Association, a national banking association (“Lender”).

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REVOLVING PROMISSORY NOTE
Revolving Promissory Note • March 17th, 2005 • Professional Veterinary Products LTD /Mo/ • Wholesale-durable goods, nec

FOR VALUE RECEIVED, 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 to as “Borrower”), promises to pay, on or before January 1, 2005, to the order of U.S. Bank National Association, a national banking association (the “Bank”) at the Bank’s office at 1700 Farnam Street, Omaha, NE 68102, or at such other address as the holder hereof may from time to time designate in writing, the principal sum of FORTY MILLION AND NO/100 DOLLARS ($40,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Loans evidenced by this Revolving Promissory Note (this “Note”) under the Amended and Restated Loan Agreement by and between Borrower and Bank dated as of May 12, 2003, as amended by the First Amendment to Amended and Restated Loan Agreement dated

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