INTERLAB S.A.S.
ADDENDUM TO MERGER AGREEMENT
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."
Parent hereby represents and warrants to AGNU that Parent has the
requisite corporate power and authority to execute and deliver this Addendum to
Merger Agreement (this "Addendum"), to become a party to the Merger Agreement
and to consummate the transactions contemplated hereby and thereby. The
execution of this Addendum and the performance of the obligations under the
Merger Agreement and of the other transactions contemplated thereby have been
duly authorized by all necessary corporate action on the part of Parent and no
other corporate proceedings on the part of Parent are necessary to authorize
this Addendum or to consummate the transactions contemplated under the Merger
Agreement. This Addendum has been duly executed and delivered by Parent and,
assuming the Merger Agreement constitutes a valid and binding obligation of
AGNU, constitutes a valid and binding obligation of Parent, enforceable against
Parent in accordance with the terms of the Merger Agreement, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights generally and to general principles of equity.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed and delivered as of the _____ day of __________________ 1998.
AGRI-NUTRITION GROUP LIMITED
By:
Name:
Title:
VIRBAC S.A.
By:
Name:
Title:
INTERLAB S.A.S.
By:
Name:
Title:
VIRBAC, INC.
By:
Name:
Title:
