exv10w45



 







Exhibit 10.45




THIRD AMENDMENT

TO

SECURED SUBORDINATED PROMISSORY NOTE

DATED AS OF APRIL 9, 2004




     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
9, 2004, in the original principal amount of $4,000,000.00 by and between the Borrowers and the
Holder (as amended, modified or restated from time to time, the “Note”)).



     WHEREAS, the parties hereto desire to amend the Note as set forth herein; and



     NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements set forth herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as
follows:




     1. The Note is hereby amended in the following respect:




     The Maturity Date of the Note is hereby changed to April 9, 2007. All
sums owing under the Note shall be due and payable no later than this
Maturity Date, and such date shall not be extended, except by written
agreement of the Holder and Borrowers.




     2. Except as provided for in this Third Amendment, the Note, as amended, shall
remain in full force and effect and is hereby reaffirmed.




     3. This Amendment shall be interpreted, construed and enforced in accordance
with the laws of the State of Delaware.



Remainder of Page Intentionally Left Blank.

Signature Page Follows.




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date
first written above.



	 	 	 	 	 	 	 
	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	VIRBAC CORPORATION	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jean M. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jean M. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	PM RESOURCES, INC.	 	 
	 	 	a Missouri corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jean M. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jean M. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	ST. JON LABORATORIES, INC.	 	 
	 	 	a California corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jean M. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jean M. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	FRANCODEX LABORATORIES, INC.	 	 
	 	 	a Kansas corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jean M. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jean M. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 






 









 






	 	 	 	 	 	 	 
	 	 	DELMARVA LABORATORIES, INC.	 	 
	 	 	a Virginia corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jean M. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jean M. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	VIRBAC AH, INC.	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jean M. Nelson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jean M. Nelson	 	 
	 

	 	Title:
	 	Executive Vice President and Chief	 	 
	 

	 	 	 	Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	HOLDER:	 	 
	 
	 	 	 	 	 	 
	 	 	VIRBAC S.A.	 	 
	 	 	a company organized under the laws of the	 	 
	 	 	Republic of France	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Maree	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Eric Maree	 	 
	 

	 	Title:
	 	President of the Management Board