Virbac Corp Sample Contracts

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VIRBAC CORPORATION FORM 10-Q SEPTEMBER 30, 2003
Stock Purchase Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Delaware
WITNESSETH:
Revolving Credit Agreement • January 29th, 1998 • Agri Nutrition Group LTD • Pharmaceutical preparations • Missouri
WITNESSETH:
Credit Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri
WITNESSETH:
Credit Agreement • November 13th, 2002 • Virbac Corp • Pharmaceutical preparations • Missouri
WITNESSETH:
Revolving Credit Agreement • September 15th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Missouri
AMONG
Asset Purchase Agreement • February 13th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • North Carolina
WITNESSETH:
Forbearance Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri
INTERLAB S.A.S.
Merger Agreement • March 17th, 1999 • Virbac Corp • Pharmaceutical preparations

Pursuant to Section 6.11 of the Agreement and Plan of Merger, dated as of October 16, 1998 (the "Merger Agreement"), among Agri-Nutrition Group Limited ("AGNU"), Virbac S.A. ("VBSA") and Virbac, Inc. ("Virbac"), Interlab S.A.S., a French corporation and a wholly owned subsidiary of VBSA, hereby agrees to become a party to the Merger Agreement. All references to "Parent" in this Addendum and the Merger Agreement mean "Interlab S.A.S."

RECITALS
Indemnity Agreement • October 8th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations
Exhibit 2.8 AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 8th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Delaware
DIRECTOR’S INDEMNIFICATION AGREEMENT
Director's Indemnification Agreement • March 14th, 2006 • Virbac Corp • Pharmaceutical preparations • Delaware

This Director’s Indemnification Agreement (“Agreement”) is made as of , 2006 (the “Effective Date”) by and between Virbac Corporation, a Delaware corporation (the “Company”), and who serves as a Director of the Company (“Indemnitee”).

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FIRST AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF APRIL 9, 2004
Secured Subordinated Promissory Note • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Delaware
SECOND AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF JUNE 3, 2004
Secured Subordinated Promissory Note • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Delaware

This Second Amendment is made as of the 2nd day of August, 2005, by and among Virbac Corporation, a Delaware corporation, PM Resources, Inc., a Missouri corporation, St. Jon Laboratories, Inc., a California corporation, Francodex Laboratories, Inc., a Kansas corporation, Delmarva Laboratories, Inc., a Virginia corporation and Virbac AH, Inc., Delaware corporation (collectively, the “Borrowers”), and Virbac S A., a company organized under the laws of the Republic of France (the “Holder”) (capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Secured Subordinated Promissory Note, dated June 3, 2004, in the original principal amount of $2,000,000.00 by and between the Borrowers and the Holder (as amended, modified or restated from time to time, the “Note”)).

THIRD AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF APRIL 29, 2004
Secured Subordinated Promissory Note • March 31st, 2006 • Virbac Corp • Pharmaceutical preparations • Delaware

This Third Amendment is made as of the 7th day of March, 2006, by and among Virbac Corporation, a Delaware corporation, PM Resources, Inc., a Missouri corporation, St. Jon Laboratories, Inc., a California corporation, Francodex Laboratories, Inc., a Kansas corporation, Delmarva Laboratories, Inc., a Virginia corporation and Virbac AH, Inc., Delaware corporation (collectively, the “Borrowers”), and Virbac S.A., a company organized under the laws of the Republic of France (the “Holder”) (capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Secured Subordinated Promissory Note, dated April 29, 2004, in the original principal amount of $3,000,000.00 by and between the Borrowers and the Holder (as amended, modified or restated from time to time, the “Note”)).

WITNESSETH:
Revolving Credit Agreement • March 17th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Missouri
EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Eighth Amendment to Credit Agreement”), made and entered into as of the 22nd day of August, 2005, by and between VIRBAC CORPORATION, a Delaware corporation (“Virbac”), PM RESOURCES, INC., a Missouri corporation (“PM Resources”), ST. JON LABORATORIES, INC., a California corporation (“St. JON”), FRANCODEX LABORATORIES, INC., a Kansas corporation (“Francodex”), and VIRBAC AH, INC., a Delaware corporation (“Virbac AH,”), and DELMARVA LABORATORIES, INC., a Virginia corporation (“Delmarva,” and collectively with Virbac, PM Resources, St. JON, Francodex and Virbac AH referred to herein as the “Borrowers”), and FIRST BANK, a Missouri state banking corporation (“Bank”).

AMENDMENT TO SUBORDINATION AGREEMENT
Subordination Agreement • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri

THIS AMENDMENT TO SUBORDINATION AGREEMENT (this “Amendment”) is made and entered into this 22nd day of August, 2005, by and between VIRBAC S. A., a business organized under the laws of the Republic of France (the “Subordinating Creditor”) and FIRST BANK, a national banking association (the “Bank”).

April 15, 2005
Credit Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations
TENDER OFFER AND MERGER AGREEMENT by and among VIRBAC S.A. INTERLAB S.A.S. LABOGROUP HOLDING, INC. and VIRBAC CORPORATION August 10, 2006
Tender Offer and Merger Agreement • August 11th, 2006 • Virbac Corp • Pharmaceutical preparations • Delaware

TENDER OFFER AND MERGER AGREEMENT (this “Agreement”), dated as of August 10 2006, by and among Virbac S.A., a corporation (société anonyme) organized under the laws of France (“Parent”), Interlab S.A.S, a corporation organized under the laws of France (“Interlab”), Labogroup Holding, Inc. (“Purchaser”), a Delaware corporation and an indirect subsidiary of Parent and a direct subsidiary of Interlab, and Virbac Corporation, a Delaware corporation (the “Company”).

LOAN AGREEMENT BY AND AMONG VIRBAC CORPORATION, PM RESOURCES, INC., ST. JON LABORATORIES, INC., FRANCODEX LABORATORIES, INC., VIRBAC AH, INC., DELMARVA LABORATORIES, INC., THE LENDERS PARTY HERETO AND FIRST BANK, AS AGENT FOR LENDERS June 29, 2006
Loan Agreement • August 14th, 2006 • Virbac Corp • Pharmaceutical preparations • Missouri

THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of June, 2006, by and among VIRBAC CORPORATION, a Delaware corporation (“Virbac”), PM RESOURCES, INC., a Missouri corporation (“PM Resources”), ST. JON LABORATORIES, INC., a California corporation (“St. JON”), FRANCODEX LABORATORIES, INC., a Kansas corporation (“Francodex”), and VIRBAC AH, INC., a Delaware corporation (“Virbac AH,”), and DELMARVA LABORATORIES, INC., a Virginia corporation (“Delmarva,” and collectively with Virbac, PM Resources, St. JON, Francodex and Virbac AH referred to herein as the “Borrowers”), the undersigned lenders and any other lenders hereafter becoming a party to this Agreement (collectively, the “Lenders”), and FIRST BANK, a Missouri state bank, as agent on behalf of Lenders (in such capacity, the “Agent”).

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