VIRBAC CORPORATION FORM 10-Q SEPTEMBER 30, 2003Stock Purchase Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Delaware
WITNESSETH:Revolving Credit Agreement • January 29th, 1998 • Agri Nutrition Group LTD • Pharmaceutical preparations • Missouri
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement"), is entered into as of September 5, 2003, by and among JONES PHARMA INCORPORATED, a Delaware corporation ("JPI"), JMI-DANIELS PHARMACEUTICALS, INC., a Florida corporation...Asset Purchase Agreement • September 18th, 2003 • Virbac Corp • Pharmaceutical preparations • Tennessee
AMONGAsset Purchase Agreement • February 13th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • North Carolina
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...Agreement and Plan of Merger • March 17th, 1999 • Virbac Corp • Pharmaceutical preparations • Delaware
WITNESSETH:Credit Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri
THIRD RESTATED EMPLOYMENT AGREEMENT THIS THIRD RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into by and between Agri-Nutrition Group Limited, a Delaware corporation having its principal place of business in Maryland Heights,...Employment Agreement • February 13th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Delaware
Exhibit 10.21 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is made and entered into this 18th day of June, 1997, by and between ST. JON LABORATORIES, INC., a California...Revolving Credit Agreement • September 15th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Missouri
WITNESSETH:Credit Agreement • November 13th, 2002 • Virbac Corp • Pharmaceutical preparations • Missouri
WITNESSETH:Forbearance Agreement • May 6th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri
Exhibit 2.8 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 8th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Delaware
SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, made and entered into as of the 8th day of September, 2003, by and between VIRBAC CORPORATION, a Delaware corporation ("Virbac"), PM RESOURCES, INC., a Missouri corporation...Credit Agreement • September 18th, 2003 • Virbac Corp • Pharmaceutical preparations • Missouri
THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, made and entered into as of the 1st day of February, 1999, by and between PM RESOURCES, INC., a Missouri corporation ("PM"), AGRI-NUTRITION GROUP LIMITED, a Delaware...Credit Agreement • March 17th, 1999 • Virbac Corp • Pharmaceutical preparations • Missouri
EIM LOGO]Virbac Corp • April 29th, 2005 • Pharmaceutical preparations • New York
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into as of November 20, 1998, by and between Agri-Nutrition Group limited, a Delaware corporation ("AGNU"),...Agreement and Plan of Merger • March 17th, 1999 • Virbac Corp • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT THIS CREDIT AGREEMENT (this "Agreement") is made and entered into this _____ day of September, 1999, by and between VIRBAC CORPORATION, a Delaware corporation ("Virbac"), PM RESOURCES, INC., a Missouri corporation ("PM Resources"),...Credit Agreement • November 15th, 1999 • Virbac Corp • Pharmaceutical preparations • Missouri
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 29th, 2005 • Virbac Corp • Pharmaceutical preparations • Missouri
FOURTH AMENDMENT AGREEMENT This Fourth Amendment Agreement dated as of March 5, 1999 (this "Amendment") is between Virbac AH, Inc., a Delaware corporation ("Borrower"), and Societe Generale, New York Branch ("Bank"), and amends the Credit Agreement...Fourth Amendment Agreement • May 17th, 1999 • Virbac Corp • Pharmaceutical preparations • New York
SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT, made and entered into as of the _____ day of May, 2000, by and between VIRBAC CORPORATION, a Delaware corporation ("Virbac"), PM RESOURCES, INC., a Missouri corporation...Credit Agreement • May 4th, 2000 • Virbac Corp • Pharmaceutical preparations • Missouri
DIRECTOR’S INDEMNIFICATION AGREEMENTDirector’s Indemnification Agreement • March 14th, 2006 • Virbac Corp • Pharmaceutical preparations • Delaware
This Director’s Indemnification Agreement (“Agreement”) is made as of , 2006 (the “Effective Date”) by and between Virbac Corporation, a Delaware corporation (the “Company”), and who serves as a Director of the Company (“Indemnitee”).
AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into by and between Agri- Nutrition Group Limited, a Delaware corporation having its principal place of business in Maryland Heights, Missouri (the "Company"), and George W. Daignault, a...Agreement • February 13th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations • Delaware
RECITALSIndemnity Agreement • October 8th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations
SECOND AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF JUNE 3, 2004Virbac Corp • August 30th, 2005 • 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”)).
THIRD AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF APRIL 29, 2004Virbac Corp • March 31st, 2006 • Pharmaceutical preparations • Delaware
This Third Amendment is made as of the 7th day of March, 2006, 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 April 29, 2004, in the original principal amount of $3,000,000.00 by and between the Borrowers and the Holder (as amended, modified or restated from time to time, the “Note”)).
April 15, 2005Virbac Corp • May 6th, 2005 • Pharmaceutical preparations
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit 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”).
EX 10.28 EMPLOYMENT TERMINATION, RELEASE AND COOPERATION AGREEMENT Virbac Corporation ("the Company") and Thomas Bell ("Employee") agree that the following sets forth their full and complete agreement and understanding regarding the termination of the...Termination, Release and Cooperation Agreement • April 29th, 2005 • Virbac Corp • Pharmaceutical preparations
AMENDMENT TO SUBORDINATION AGREEMENTSubordination 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”).
FIRST AMENDMENT TO SECURED SUBORDINATED PROMISSORY NOTE DATED AS OF APRIL 9, 2004Virbac Corp • May 6th, 2005 • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED STOCK OPTION AGREEMENT THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of the 23rd day of August, 1996, by and between Agri-Nutrition Group Limited, a Delaware corporation having its...Stock Option Agreement • February 13th, 1997 • Agri Nutrition Group LTD • Pharmaceutical preparations
EXHIBIT 10.27 EMPLOYMENT TERMINATION, RELEASE AND COOPERATION AGREEMENT Virbac Corporation ("the Company") and Joseph Rougraff ("Employee") agree that the following sets forth their full and complete agreement and understanding regarding the...Release and Cooperation Agreement • April 29th, 2005 • Virbac Corp • Pharmaceutical preparations
TENDER OFFER AND MERGER AGREEMENT by and among VIRBAC S.A. INTERLAB S.A.S. LABOGROUP HOLDING, INC. and VIRBAC CORPORATION August 10, 2006Tender Offer and Merger Agreement • August 11th, 2006 • Virbac Corp • Pharmaceutical preparations • Delaware
TENDER OFFER AND MERGER AGREEMENT (this “Agreement”), dated as of August 10 2006, by and among Virbac S.A., a corporation (société anonyme) organized under the laws of France (“Parent”), Interlab S.A.S, a corporation organized under the laws of France (“Interlab”), Labogroup Holding, Inc. (“Purchaser”), a Delaware corporation and an indirect subsidiary of Parent and a direct subsidiary of Interlab, and Virbac Corporation, a Delaware corporation (the “Company”).
LOAN AGREEMENT BY AND AMONG VIRBAC CORPORATION, PM RESOURCES, INC., ST. JON LABORATORIES, INC., FRANCODEX LABORATORIES, INC., VIRBAC AH, INC., DELMARVA LABORATORIES, INC., THE LENDERS PARTY HERETO AND FIRST BANK, AS AGENT FOR LENDERS June 29, 2006Security Agreement • August 14th, 2006 • Virbac Corp • Pharmaceutical preparations • Missouri
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of June, 2006, by and among 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”), the undersigned lenders and any other lenders hereafter becoming a party to this Agreement (collectively, the “Lenders”), and FIRST BANK, a Missouri state bank, as agent on behalf of Lenders (in such capacity, the “Agent”).
ACKNOWLEDGEMENT OF 2005 EXTENDED MATURITY DATE Virbac Corporation, PM Resources, Inc., St. Jon Laboratories, Inc., Francodex Laboratories, Inc., Delmarva Laboratories, Inc. and Virbac AH, Inc. are the Borrowers under the Secured Subordinated...Virbac Corp • May 6th, 2005 • Pharmaceutical preparations
Virbac Corporation, PM Resources, Inc., St. Jon Laboratories, Inc., Francodex Laboratories, Inc., Delmarva Laboratories, Inc. and Virbac AH, Inc. are the Borrowers under the Secured Subordinated Promissory Note dated as of April 9, 2004 and the Secured Subordinated Promissory Note dated April 29, 2004 and the Secured Subordinated Promissory Note dated May 27, 2004, all in favor of Virbac S.A. (the "Notes"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Notes.
Virbac CorporationVirbac Corp • September 8th, 2006 • Pharmaceutical preparations
As we informed you in our previous letter to you, dated August 18, 2006, the Company has entered into a tender offer and merger agreement with Virbac S.A., Interlab S.A.S. and Labogroup Holding, Inc., pursuant to which Labogroup Holding, Inc., an indirect wholly owned subsidiary of Virbac S.A., has commenced an offer to purchase each share of the Company common stock that it does not already own for $5.25 per share, net to the sellers in cash.
