April 1, 2005
Virbac Corporation and Subsidiaries
0000 Xxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx, Executive Vice
President and Chief Financial Officer
Re: Amendment re Delivery of Audited Financial Statements
Dear Xx. Xxxxxx:
You have requested an amendment to the Forbearance Agreement dated as of
April 9, 2004 made by and among Virbac Corporation, PM Resources, Inc., St. Xxx
Laboratories, Inc., Francodex Laboratories, Inc., Virbac AH, Inc. and Delmarva
Laboratories, Inc. (collectively, the "Borrowers"), and First Bank ("Bank"), as
the same has been from time to time amended (the "Forbearance Agreement") to
permit the delivery of the audited financial statements for Borrowers' fiscal
years ending December 31, 2003, December 31, 2002, December 31, 2001 and
December 31, 2000 on or before April 18, 2005 instead of on or before April 1,
2005 as set forth in Section 1(b)(iii)(C) of the Forbearance Agreement.
Subject to the conditions of this letter, Borrowers and Bank hereby agree
that Section 1(b)(iii)(C) of the Forbearance Agreement shall be amended to read
in its entirety as follows:
(C) on or before April 18, 2005, the consolidated balance sheet of
Borrowers and their Consolidated Subsidiaries as of December 31, 2003 and
the related consolidated statements of income, retained earnings and cash
flows for the fiscal year ended as of December 31, 2003, all with
consolidating disclosures and setting forth in each case, in comparative
form, the figures for the previous fiscal year, together with any and all
restated financial statements (balance sheets and statements of income,
retained earnings and cash flows) for the fiscal years (or any periods
during the fiscal years) ending December 31, 2002, December 31, 2001 and
December 31, 2000, all such financial statements to be prepared in
accordance with Generally Accepted Accounting Principles consistently
applied and audited by and accompanied by the unqualified opinion of
PriceWaterhouse Coopers;
Capitalized terms used in this letter and not otherwise defined shall have
their meanings under the Forbearance Agreement.
The amendments contained herein are expressly conditioned upon the 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 Bank One, NA,
the Bank's participant in the credit facilities to the Borrowers.
Please indicate your acknowledgment and agreement to the amendments
contained herein by signing and returning this letter at your earliest
convenience. The amendments set forth herein shall not be effective unless
counterpart originals of this letter, signed on behalf of each of the Borrowers
and by Bank One, NA, are returned to Bank on or before April 5, 2005.
This notice is provided pursuant to Section 432.047, X.X.Xx. As used
herein, "creditor" means each of the Bank and its participant, Bank One, NA, the
"credit agreement" means the Loan Agreement, as amended by the Forbearance
Agreement, and as each such document has been further amended from
Virbac Corporation and Subsidiaries
April 1, 2005
Page 2
time to time, and "this writing" means the Loan Agreement, as amended by the
Forbearance Agreement, and as each such document has been further amended 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 the 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 1st DAY OF APRIL, 2005
VIRBAC CORPORATION
PM RESOURCES, INC.
ST. XXX LABORATORIES, INC.
VIRBAC AH, INC.
FRANCODEX LABORATORIES, INC.
DELMARVA LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx, Executive Vice President
and Chief Financial Officer
CONSENTED AND AGREED TO THIS 1st
DAY OF APRIL, 2005
BANK ONE, NA
By: /s/ Xxxxxxxx Xxxxx
-----------------------------------------
Title: Vice President
