SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Second
Amendment") is made and entered into as of February 10, 1999 by and between
Agri-Nutrition Group Limited, a Delaware corporation ("AGNU"), Virbac S.A., a
French corporation ("VBSA"), Virbac, Inc., a Delaware corporation ("Virbac"),
and Interlab S.A.S., a French corporation ("Parent").
WHEREAS, AGNU, VBSA, Virbac and Parent have entered into a certain
Agreement and Plan of Merger, dated as of October 16, 1998, as amended by a
First Amendment to Agreement and Plan of Merger, dated as of November 20, 1998
(the "Merger Agreement"), pursuant to which Virbac will merge with and into AGNU
with AGNU as the surviving corporation.
WHEREAS, after further discussions, AGNU, VBSA, Virbac and Parent have
determined to amend the Merger Agreement to reflect additional agreements of the
parties on issues affected by the Merger.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used in this Second Amendment will,
unless otherwise defined in this Second Amendment, have the meanings
assigned to them in the Merger Agreement.
2. Amendment of Article X, Section 10.1(h) of the Merger Agreement.
Article X, Section 10.1(h) of the Merger Agreement is hereby amended by
deleting the language thereof and substituting in lieu thereof the
following:
"(h) by either Virbac or AGNU if the Merger has not been
consummated before March 15, 1999 (the "Termination Date"); provided,
however, that (i) the right to terminate this Agreement under this
Section 10.1(h) will not be available to Virbac if Parent's or Virbac's
failure to use its commercially reasonable best efforts to fulfill any
obligation under this Agreement has been the cause of, or resulted in,
the failure of the Effective Time to occur on or before the Termination
Date, and (ii) the right to terminate this Agreement under this Section
10.1(h) is not available to AGNU if AGNU's failure, or the failure of
its stockholders who are subject to the Stockholders' Agreements set
forth as Exhibit I hereto, to use their commercially reasonable best
efforts to fulfill any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Effective Time to occur on
or before the Termination Date;".
3. Miscellaneous.
(a) Counterparts. This Second Amendment may be executed and delivered
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an
original but all of which taken together constitute one and the same agreement.
(b) Governing Law. This Second Amendment is governed by, and construed
in accordance with, the laws of the State of Delaware without giving effect to
applicable principles of conflicts of law.
(c) Entire Agreement. This Second Amendment, the Merger Agreement and
the Confidentiality Agreement (together with the Exhibits, the Schedules and the
other documents delivered pursuant to the Second Amendment and the Merger
Agreement) constitute the entire agreement of the parties and supersedes all
prior agreements and undertakings, both written and oral, between the parties,
or any of them, with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Agreement and Plan of Merger to be executed and delivered as of the
date first written above.
AGRI-NUTRITION GROUP LIMITED
Xxxxx X. Xxxxx
President and Chief Executive Officer
VIRBAC X.X.
Xxxxxx Garaudet
Director of Administration and Finance
VIRBAC, INC.
Xxxxx X. Xxxxx
Chief Executive Officer
INTERLAB S.A.S.
Xxxxxx Xxxxxx
President
