0001372813-10-000020 Sample Contracts

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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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”).

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”).

TERM LOAN CREDIT AGREEMENT
Term Loan Credit Agreement • November 15th, 2010 • 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”).

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 Employment Agreement, dated August 15, 2003, as amended on June 30, 2005, December 22, 2008, and September 2009 (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 11th day of November, 2010 (“Effective Date”).

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