Professional Veterinary Products LTD /Ne/ Sample Contracts

EXHIBIT 10.12 LEASE AGREEMENT
Lease Agreement • October 29th, 2002 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Pennsylvania
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EXHIBIT 10.11
Purchase and Sale Agreement • November 3rd, 2000 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Colorado
Security Agreement
Security Agreement • August 29th, 2003 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Nebraska
EXHIBIT 10.3 LEASE
Lease • September 7th, 1999 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Nebraska
RECITALS
Loan Agreement • August 29th, 2003 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Nebraska
EXHIBIT 10.11
Purchase and Sale Agreement • February 15th, 2001 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Colorado
Exhibit 10.13 Loan No. ____________ TERM PROMISSORY NOTE --------------------
Professional Veterinary Products LTD /Mo/ • August 29th, 2003 • Agricultural services • Nebraska
EXHIBIT 10.9
Distribution Agreement • September 7th, 1999 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Michigan
EXHIBIT 10.5
Sales Agency Agreement • September 7th, 1999 • Professional Veterinary Products LTD /Mo/ • Agricultural services • Kansas
CREDIT AND SECURITY AGREEMENT BY AND AMONG PROFESSIONAL VETERINARY PRODUCTS, LTD. a Nebraska corporation EXACT LOGISTICS, LLC a Nebraska limited liability company PROCONN, LLC a Nebraska limited liability company AND WELLS FARGO BANK, NATIONAL...
Credit and Security Agreement • June 28th, 2010 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Minnesota

PROFESSIONAL VETERINARY PRODUCTS, LTD., a Nebraska corporation (“PVP”), EXACT LOGISTICS, LLC, a Nebraska limited liability company (“Exact”), PROCONN, LLC, a Nebraska limited liability company (“ProConn”; together with PVP: and Exact, jointly and severally, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as more fully defined in Article I herein, the “Lender”) acting through its Wells Fargo Business Credit operating division, hereby agree as follows:

EXHIBIT 10.8
Supply and Distribution Agreement • September 7th, 1999 • Professional Veterinary Products LTD /Mo/ • Agricultural services • New Jersey
KEY EXECUTIVE EMPLOYEE INCENTIVE AGREEMENT
Key Executive Employee Incentive Agreement • August 25th, 2010 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

This Key Executive Employee Incentive Agreement (“Agreement”) is made by Steve Price (“Employee”) and Professional Veterinary Products, Ltd. (“PVPL”) on this 19th day of August, 2010.

AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • December 4th, 2009 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Nebraska

This Amendment No. 4 to Loan Agreement (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Fourth Amendment”), dated November 30, 2009, is 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 as “Borrower”), and First National Bank of Omaha, a national banking association (“Lender”).

AMENDMENT NO. 3 TO LEASE AGREEMENT
Lease Agreement • January 9th, 2007 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

THIS AMENDMENT is made on this 3rd day of January, 2007, by and between KINSLEY EQUITIES II LIMITED PARTNERSHIP (“Landlord”) and PROFESSIONAL VETERINARY PRODUCTS, LTD. (“Tenant”).

TERM NOTE
Professional Veterinary Products LTD /Ne/ • November 20th, 2006 • 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”), promise to pay, on or before December 1, 2016, to the order of First National Bank of Omaha, a national banking association (“Bank”), at the Bank’s office at 1620 Dodge Street, Omaha, Nebraska 68197, or at such other address as the holder hereof may from time to time designate in writing, the principal sum of FOUR MILLION SIX HUNDRED SIXTY-SIX THOUSAND AND NO/100 DOLLARS ($4,666,000), together with interest from the date the proceeds of the Advance evidenced by this Term Note (this “Note”) issued under the Loan Agreement by and among Borrower and Bank of even date herewith (the “Loan Agreement”) are initially disbursed until maturity on the principal balance from time

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”).

AMENDMENT NO. 2 TO REVOLVING NOTE
Revolving Note • December 4th, 2009 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

This Amendment No. 2 to Revolving Note (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “Second Amendment”), dated November 30, 2009, is from Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”), ProConn, LLC, a Nebraska limited liability company (“ProConn”), and Exact Logistics, LLC, a Nebraska limited liability company (“Exact”, together with PVPL and ProConn, collectively and individually herein referred to as “Borrower”), to and in favor of First National Bank of Omaha, a national banking association (“Bank”).

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REVOLVING NOTE
Professional Veterinary Products LTD /Ne/ • March 17th, 2010 • Wholesale-durable goods, nec

This Revolving Note is the Revolving Note referenced in the Credit Agreement, and is subject to the terms of the Credit Agreement, which provides, among other things, for acceleration hereof upon the occurrence of an Event of Default. Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Revolving Note may be prepaid only in accordance with the terms of the Credit Agreement. This Revolving Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
And Fixture Filing • November 20th, 2006 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Nebraska

THIS DEED OF TRUST (the “Instrument”) is made this November 14, 2006, by Professional Veterinary Products, Ltd., a Nebraska corporation, whose address is 10077 South 134th Street, Omaha, Nebraska 68138 (“Borrower”), in favor of First National Bank of Omaha, a national banking association, whose address is 1620 Dodge Street, Omaha, Nebraska, 68197 (“Trustee”), for the benefit of First National Bank of Omaha, a national banking association, whose address is 1620 Dodge Street, Omaha, Nebraska, 68197 (“Bank”).

AMENDMENT NO. 2 TO LEASE AGREEMENT
Lease Agreement • January 9th, 2007 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

THIS AMENDMENT is made on this 16 day of October, 2003, by and between Kinsley Equities II Limited Partnership (“Landlord”) and Professional Veterinary Products, Ltd. (“Tenant”).

LEASE
Lease • December 2nd, 2005 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Nebraska

THIS LEASE (this “Lease”) is made and entered into on the 1st day of October, 2005, between Steve Lewis and Mike Mimms, hereinafter individually and collectively referred to as “Landlord,” and Professional Veterinary Products, Ltd., a Nebraska corporation, hereinafter referred to as “Tenant.”

SEVERANCE AGREEMENT
Severance Agreement • June 12th, 2009 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Nebraska

This Severance Agreement (“Agreement”) is made by and between Neal B. Soderquist, an individual (“Soderquist”), and Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”).

AMENDMENT NO. 2 TO LOAN AGREEMENT
Loan Agreement • November 25th, 2008 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Nebraska

This Amendment No. 2 to Loan Agreement (this “Amendment”), dated as of November 19, 2008, 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 as “Borrower”), and First National Bank of Omaha, a national banking association (“Lender”).

AMENDMENT NO. 1
Professional Veterinary Products LTD /Ne/ • September 21st, 2007 • Wholesale-durable goods, nec • Nebraska

AMENDMENT NO. 1 (this “Amendment”), dated as of September 17, 2007 to the Loan Agreement dated as of November 14, 2006 ( the “Loan Agreement”), 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 as “Borrower” and First National Bank of Omaha (“FNBO”), a national banking association (“Lender”).

KEY EXECUTIVE EMPLOYEE INCENTIVE AGREEMENT
Key Executive Employee Incentive Agreement • August 25th, 2010 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

This Key Executive Employee Incentive Agreement (“Agreement”) is made by Jamie Meadows (“Employee”) and Professional Veterinary Products, Ltd. (“PVPL”) on this 19th day of August, 2010.

KEY EXECUTIVE EMPLOYEE INCENTIVE AGREEMENT
Key Executive Employee Incentive Agreement • August 25th, 2010 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

This Key Executive Employee Incentive Agreement (“Agreement”) is made by Vicky Winkler (“Employee”) and Professional Veterinary Products, Ltd. (“PVPL”) on this 19th day of August, 2010.

FIRST AMENDMENT AND WAIVER TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • June 21st, 2010 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Minnesota

THIS FIRST AMENDMENT AND WAIVER TO CREDIT AND SECURITY AGREEMENT (“Amendment”) is made as of this 15th day of March, 2010, by and among WELLS FARGO BANK NATIONAL ASSOCIATION acting through its Wells Fargo Business Credit operating division (the “Lender”), PROFESSIONAL VETERINARY PRODUCTS, LTD., a Nebraska corporation (“PVP”), EXACT LOGISTICS, LLC, a Nebraska limited liability company (“Exact”), PROCONN, LLC, a Nebraska limited liability company (“ProConn”; together with PVP and Exact, jointly and severally, the “Borrower”). This Amendment amends that certain Credit and Security Agreement among Borrower and Lender dated January 29, 2010 (as further modified, amended and restated, the “Credit Agreement”).

AMENDMENT NO. 1 TO REVOLVING NOTE
Revolving Note • August 27th, 2009 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

This Amendment No. 1 to Revolving Note (as the same may from time to time be amended, restated, modified or otherwise supplemented, the “First Amendment”), dated August 21, 2009, is from Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”), ProConn, LLC, a Nebraska limited liability company (“ProConn”), and Exact Logistics, LLC, a Nebraska limited liability company (“Exact”, together with PVPL and ProConn, collectively and individually herein referred to as “Borrower”), to and in favor of First National Bank of Omaha, a national banking association (“Bank”).

COMMERCIAL LEASE EXTENSION AND ADDENDUM
Commercial Lease Extension and Addendum • October 25th, 2006 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec

THIS LEASE EXTENSION AGREEMENT (hereinafter referred to as the “Lease Extension”) is made and entered into this 2nd day of August, 2006, by and between ACH BRO LLC (hereinafter referred to as “Landlord”) and, as assignor of that certain lease dated 11th February 2005 between ACH BRO LLC and HOI POLLOI LLC and the Commercial Lease Extension and Addendum with The Independent Veterinary Group LLC to Professional Veterinary Products, Ltd. (hereinafter referred to as “Tenant”) each agreeing to be bound by the terms and conditions of this Lease Extension.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • November 28th, 2006 • Professional Veterinary Products LTD /Ne/ • Wholesale-durable goods, nec • Nebraska

This Separation Agreement and Release (“Agreement”) is made by and between Cheryl E. Miller, an individual (“Miller”), and Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”).

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