May 8, 2006
Exhibit 10.2
May 8, 2006
| Attention: | Xxxx X. Xxxxxx, Executive Vice President and Chief Financial Officer |
Re: Amendment re Delivery of New Amended and Restated Loan Agreement
Dear Xx. Xxxxxx:
It is evident that the requirement of Paragraph 8 of the Ninth Amendment to Credit Agreement
dated as of March 24, 2006 made by and among Virbac Corporation and its Subsidiaries, as Borrowers,
and First Bank (the “Ninth Amendment”) requiring Borrowers to execute a new amended and restated
loan agreement and other documents with First Bank and JPMorgan Chase Bank, N.A. on or before May
12, 2006 to provide for a syndicated revolving credit facility to the Borrowers from First Bank and
JPMorgan Chase Bank, N.A. will not be met. First Bank and JPMorgan Chase Bank, N.A. will agree to
extend the May 12, 2006 deadline set forth in Paragraph 8 of the Ninth Amendment to June 15, 2006.
The amendments contained herein are expressly conditioned upon First Bank’s receipt of this
letter agreement executed by a duly authorized officer of each of the Borrowers and acknowledged by
a duly authorized officer of JPMorgan Chase Bank, N.A., First Bank’s participant in the credit
facilities to the Borrowers.
Please indicate your acknowledgment and agreement to the amendment set forth above by signing
and returning this letter at your earliest convenience. The amendment set forth herein shall not
be effective unless counterpart originals of this letter, signed on behalf of each of the Borrowers
and by JPMorgan Chase Bank, N.A., are returned to First Bank on or before May 12, 2006.
This notice is provided pursuant to Section 432.047, X.X.Xx. As used herein, “creditor” means
each of First Bank and its participant, JPMorgan Chase Bank, N.A., the “credit agreement” means the
Loan Agreement, as amended by the Ninth Amendment and this letter, and as each such document has
been further amended in writing from time to time, and “this writing” means the Loan Agreement, as
amended by the Ninth Amendment and this letter, and as each such document has been further amended
in writing from time to time, the Note, the other Transaction Documents, all guaranties executed by
any other Obligors, and any other agreement executed in connection herewith or therewith. ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A
DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL
THEORY UPON WHICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. This Agreement
embodies the entire agreement and understanding between the Borrowers and First Bank and supersedes
all prior agreements and understandings (oral or written) relating to the subject matter hereof.
| Very truly yours, FIRST BANK |
||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Xxxxx Xxxxxx, Vice President | ||||
ACKNOWLEDGED AND AGREED TO
THIS 8th DAY OF MAY, 2006
THIS 8th DAY OF MAY, 2006
VIRBAC CORPORATION
PM RESOURCES, INC.
ST. XXX LABORATORIES, INC.
VIRBAC AH, INC.
FRANCODEX LABORATORIES, INC.
DELMARVA LABORATORIES, INC.
PM RESOURCES, INC.
ST. XXX LABORATORIES, INC.
VIRBAC AH, INC.
FRANCODEX LABORATORIES, INC.
DELMARVA LABORATORIES, INC.
By:
|
/s/ Xxxx X. Xxxxxx | |||
| and Chief Financial Officer |
CONSENTED AND AGREED TO THIS 8th
DAY OF MAY, 2006
DAY OF MAY, 2006
JPMORGAN CHASE BANK, N.A.
By:
|
/s/ Xxxxxxxx Xxxxx | |||
-2-
