0000950134-05-016903 Sample Contracts

SECOND AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF JUNE 3, 2004
Secured Subordinated Promissory Note • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Delaware

This Second Amendment is made as of the 2nd day of August, 2005, by and among Virbac Corporation, a Delaware corporation, PM Resources, Inc., a Missouri corporation, St. Jon 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 June 3, 2004, in the original principal amount of $2,000,000.00 by and between the Borrowers and the Holder (as amended, modified or restated from time to time, the “Note”)).

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EIGHTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Eighth Amendment to Credit Agreement”), made and entered into as of the 22nd day of August, 2005, by and between VIRBAC CORPORATION, a Delaware corporation (“Virbac”), PM RESOURCES, INC., a Missouri corporation (“PM Resources”), ST. JON LABORATORIES, INC., a California corporation (“St. JON”), FRANCODEX LABORATORIES, INC., a Kansas corporation (“Francodex”), and VIRBAC AH, INC., a Delaware corporation (“Virbac AH,”), and DELMARVA LABORATORIES, INC., a Virginia corporation (“Delmarva,” and collectively with Virbac, PM Resources, St. JON, Francodex and Virbac AH referred to herein as the “Borrowers”), and FIRST BANK, a Missouri state banking corporation (“Bank”).

AMENDMENT TO SUBORDINATION AGREEMENT
Subordination Agreement • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri

THIS AMENDMENT TO SUBORDINATION AGREEMENT (this “Amendment”) is made and entered into this 22nd day of August, 2005, by and between VIRBAC S. A., a business organized under the laws of the Republic of France (the “Subordinating Creditor”) and FIRST BANK, a national banking association (the “Bank”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 30th, 2005 • Virbac Corp • Pharmaceutical preparations • Texas

This Employment Agreement (the “Agreement”), dated as of October 1, 2004, effective as of October 1, 2004 (the “Effective Date”), is executed by and between Virbac Corporation, a Texas corporation with its principal place of business located at 3200 Meacham Blvd., Ft. Worth , TX 76137 (the “Company”), and Erik R. Martinez, an individual residing at 6355 Estates Lane, Fort Worth, TX 76137-2062.

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