FIRST AMENDMENT
TO
SECURED SUBORDINATED PROMISSORY NOTE
DATED AS OF APRIL 9, 2004
This First Amendment is made as of the 24th day of March, 2005, by and
among Virbac Corporation, a Delaware corporation, PM Resources, Inc., a Missouri
corporation, St. Xxx 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 9, 2004, in the original principal
amount of $3,000,000.00 by and between the Borrowers and the Holder (the
"Note")).
WHEREAS, the parties hereto desire to amend the Note as set forth herein;
and
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto, the parties hereto hereby agree as follows:
1. The Note is hereby amended in all respects necessary such that
Maturity Date shall be automatically extended for up to five (5) periods
of three months.
2. Except as provided for in this First Amendment, the Note, as
amended, shall remain in full force and effect and is hereby reaffirmed.
3. This Amendment shall be interpreted, construed and enforced in
accordance with the laws of the State of Delaware.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGE FOLLOWS.
IN WITNESS WHEREOF, the undersigned have executed this Amendment effective
as of the date first written above.
BORROWERS:
VIRBAC CORPORATION
A DELAWARE CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & C.F.O.
PM RESOURCES, INC.
A MISSOURI CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & C.F.O.
ST. XXX LABORATORIES, INC.
A CALIFORNIA CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & C.F.O.
FRANCODEX LABORATORIES, INC.
A KANSAS CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & C.F.O.
DELMARVA LABORATORIES, INC.
A VIRGINIA CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & C.F.O.
VIRBAC AH, INC.
A DELAWARE CORPORATION
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President & C.F.O.
HOLDER:
VIRBAC S.A.
A COMPANY ORGANIZED UNDER THE LAWS OF THE
REPUBLIC OF FRANCE
By: /s/ Xxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxx
Title: President of the Management Board
