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Exhibit 10.26
 CREDIT AGREEMENT




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Consolidated Debt Service
  Consolidated EBITDA plus plus plus plus plus plus minus plus
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Eighth Amendment
  Floating Rate Margin
   Borrowing Base
 plus
 plus
 minus
  Borrowing Base Certificate Exhibit A
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Exhibit A
  Exhibit B
  Interest Rates
      Commitment Fee
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Maturity
  Information
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Exhibit E ;
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Consultations and Inspections
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NO ORAL AGREEMENTS; ENTIRE AGREEMENT 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.
  Exhibit B Exhibit B
 Exhibit E Exhibit E Exhibit E
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Exhibit E Exhibit E
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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.
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VIRBAC CORPORATIONPM RESOURCES, INC.ST. JON LABORATORIES, INC.VIRBAC AH, INC.FRANCODEX LABORATORIES, INC.DELMARVA LABORATORIES, INC.the BorrowersBy:
    
    /s/ Jean M. NelsonName:
    
    Jean M. NelsonTitle:
    
    Executive Vice President and Chief FinancialOfficer
 FIRST BANKBy:
    
    /s/ Traci L. DodsonTraci L. Dodson, Vice President
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EXHIBIT A
 Borrowing Base Certificate
 as of
  1. Eligible Accounts Receivable
 Total Accounts Receivable per attached aging of same date as this
report hereofless: Accounts more than 90 days from date of invoiceless: Credits aged greater than 90 days from date of invoice and
included aboveless: Accounts ineligible due to 10% taintless: That portion of Accounts due from any Account Debtor that
exceed 30% of Total Accounts Receivableless: Accounts due from any Account Debtor that is a shareholder,
partner or related party of Borrowerless: Rebate Accruals and Credit/Return Reservesless: Accounts due from any Account Debtor located outside the
continental United States of Americaless: Accounts for which Borrower is liable to Account Debtor for
goods sold or services provided by Account Debtorless: Other ineligible accounts per Credit AgreementTOTAL ELIGIBLE ACCOUNTS RECEIVABLE:
    
    
    
    $
 2. Eligible Inventory
 Total Inventory per attached inventory listing of same date as
this report hereofless: Work in processless: Obsolete inventoryless: Consignment inventory




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less: Inventory not maintained at one of the locations provided
in the Security Agreementsless: Inventory not usable or saleable, at prices not less than
standard cost, to include packaging suppliesless: Other ineligible inventory per Credit AgreementTOTAL ELIGIBLE INVENTORY:
    
    
    
    $
 3. Borrowing Base
 Total Eligible Accounts Receivable * 80%Total Eligible Inventory * 50% (not to exceed $3,500,000.00)Loan Value of Fixed Assets (not to exceed $9,000,000 less
$250,000 times ___ (# of quarters since September, 2005))TOTAL BORROWING BASE:
    
    
    
    $
 4. Loan Amount
 Lesser of Borrowing Base or Banks Commitment ($15,000,000)less: Outstanding Loan Balanceless: Issued and Outstanding Letters of CreditTOTAL ADVANCES AVAILABLE:
    
    
    
    $
 Virbac Corporation
 By:Title:Date:
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EXHIBIT B
 Revolving Credit Note
 $15,000,000.00
    
    St. Louis, MissouriAugust 22, 2005
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VIRBAC CORPORATIONBy:
    
    /s/ Jean M. NelsonJean M. Nelson, Executive Vice President andChief Financial OfficerPM RESOURCES, INC.By:
    
    /s/ Jean M. NelsonJean M. Nelson, Executive Vice President andChief Financial OfficerST. JON LABORATORIES, INC.By:
    
    /s/ Jean M. NelsonJean M. Nelson, Executive Vice President andChief Financial Officer
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VIRBAC AH, INC.By:
    
    /s/ Jean M. NelsonJean M. Nelson, Executive Vice President andChief Financial OfficerFRANCODEX LABORATORIES, INC.By:
    
    /s/ Jean M. NelsonJean M. Nelson, Executive Vice President andChief Financial OfficerDELMARVA LABORATORIES, INC.By:
    
    /s/ Jean M. NelsonJean M. Nelson, Executive Vice President andChief Financial Officer
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EXHIBIT E
 August 22, 2005
 
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Schedule 1
 Very truly yours,VIRBAC CORPORATIONBy:
    
    /s/ Jean M. NelsonTitle:
    
    Jean M. Nelson, Executive Vice President andChief Financial OfficerPM RESOURCES, INC.By:
    
    /s/ Jean M. NelsonTitle:
    
    Jean M. Nelson, Executive Vice President andChief Financial OfficerST. JON LABORATORIES, INC.By:
    
    /s/ Jean M. NelsonTitle:
    
    Jean M. Nelson, Executive Vice President andChief Financial OfficerVIRBAC AH, INC.By:
    
    /s/ Jean M. NelsonTitle:
    
    Jean M. Nelson, Executive Vice President andChief Financial Officer
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FRANCODEX LABORATORIES, INC.By:
    
    /s/ Jean M. NelsonTitle:
    
    Jean M. Nelson, Executive Vice President andChief Financial OfficerDELMARVA LABORATORIES, INC.By:
    
    /s/ Jean M. NelsonTitle:
    
    Jean M. Nelson, Executive Vice President andChief Financial Officer
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SCHEDULE 1
 
 
 A. CONSOLIDATED EBITDA
 (for Virbac and its Consolidated Subsidiaries for the four fiscal quarters ending  , ___)
 1. Consolidated Net Income
    
    
    $2. Consolidated Interest Expense
    
    
    $3. Consolidated Tax Expense
    
    
    $4. Depreciation and amortization expenses
    
    
    $5. Extraordinary losses
    
    
    $6. Losses from the disposition of Property
    
    
    $7. Goodwill and Other Intangible Assets Impairment
    
    
    $8. Extraordinary gains
    
    
    $9. Gains from the disposition of Property
    
    
    $10. Consolidated EBITDA (Sum of A.1 through A.7 minus A.8 and A.9)
    
    
    $
 B. MINIMUM CONSOLIDATED NET WORTH
 (for Virbac and its Consolidated Subsidiaries as of the month ended ______, ___)
 1. Current Consolidated Net Worth
    
    

    $2. Minimum Consolidated Net Worth required by Section 7.1(i)(i)
    
    
    $
    
    
    
    24,000,000.00
 C. MINIMUM CONSOLIDATED DEBT SERVICE COVERAGE RATIO
 (for Virbac and its Consolidated Subsidiaries for the four fiscal quarters ending
______, ___)
 1. Consolidated EBITDA (from A.10 above)
    
    
    $2. Scheduled Principal Payments on Senior borrowed money
Indebtedness
    
    
    $3. Principal Payments on Subordinated Indebtedness
    
    
    $4. Consolidated Interest Expense
    
    
    $5. Consolidated Debt Service (Sum of C.2+C.3+C.4)
    
    
    $6. Consolidated Debt Service Coverage Ratio (C.1 divided by C.5)
    
    
    
    
    
    to 1.007. Minimum Required Consolidated Debt Service CoverageRatio per Section 7.1(i)(ii)
    
    
    
    
    
    1.15 to 1.00
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