**Exhibit 10.44**AMENDMENT TO SUBORDINATION AGREEMENT     THIS AMENDMENT TO SUBORDINATION AGREEMENT (this “Amendment”) is made and entered into this22nd day of August, 2005, by and between VIRBAC S. A., a business organized under the laws of theRepublic of France (the “Subordinating Creditor”) and FIRST BANK, a national banking association(the “Bank”).WITNESSETH     WHEREAS, the Subordinating Creditor has heretofore executed in favor of Bank that certainSubordination Agreement dated April 9, 2004 (the “Subordination Agreement”) relating to certainindebtedness and obligations of Virbac Corporation, a Delaware corporation (“Virbac”), PMResources, Inc., a Missouri corporation (“PM Resources”), St. JON Laboratories, Inc., a Californiacorporation (“St. JON”), Francodex Laboratories, Inc., a Kansas corporation (“Francodex”), VirbacAH, Inc., a Delaware corporation (“Virbac AH,”), and Delmarva Laboratories, Inc., a Virginiacorporation (“Delmarva,” and collectively with Virbac, PM Resources, St. JON, Francodex and VirbacAH referred to herein as the “Borrowers”); and     WHEREAS, the Borrowers have requested certain amendments and revisions to their CreditAgreement dated as of September 7, 1999 made with Bank, as amended from time to time (as soamended, the “Senior Loan Agreement”); and     WHEREAS, in connection with such amendments to the Senior Loan Agreement, the SubordinatingCreditor and Bank have agreed to amend the Subordination Agreement in the manner hereinafter setforth;     NOW, THEREFORE, in consideration of the premises and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, Subordinating Creditorand Bank hereby agree as follows:     1. Paragraph 1 of the Subordination Agreement shall be deleted in its entirety, and in itsplace shall be substituted the following:     1. To induce FIRST BANK (“Lender”), to now or hereafter lend or advance monies,issue letters of credit and/or otherwise extend credit to or for the account ofVIRBAC CORPORATION, a Delaware corporation (“Virbac”), PM RESOURCES, INC., aMissouri corporation (“PM Resources”), ST. JON LABORATORIES, INC., a Californiacorporation (“St. JON”), FRANCODEX LABORATORIES, INC., a Kansas corporation(“Francodex”), VIRBAC AH, INC., a Delaware corporation (“Virbac AH,”), and DELMARVALABORATORIES, INC., a Virginia corporation (“Delmarva,” and collectively withVirbac, PM Resources, St. JON, Francodex and Virbac AH referred to herein as the“Borrowers”), and to better secure Lender in respect thereof, the undersigned,VIRBAC S. A., a business organized under the laws of the Republic of France (the“Subordinating Creditor”), agrees to and hereby subordinates the payment andperformance of any and all indebtedness (principal, interest (including, withoutlimitation, interest accruing after the commencement of a bankruptcy or insolvencyproceeding by or against Borrowers, or any of them, whether or not allowed in suchproceeding), fees, collection costs and expenses and other amounts), liabilities andobligations (including, without limitation, guaranty obligations and indemnityobligations) which Borrowers, or any of them, may now or at any time or timeshereafter owe to the Subordinating Creditor, including, without limitation, thepresent and future indebtedness (principal, interest (including, without limitation,interest accruing after the commencement of a bankruptcy or insolvency proceeding byor against Borrowers, or any of them, whether or not allowed in such proceeding),fees, collection costs and expenses and other amounts), liabilities and obligationsof Borrowers, or any of them, to the
 

 
Subordinating Creditor evidenced by or arising under or in respect of: (i) thatcertain Secured Subordinated Promissory Note of Borrowers dated April 9, 2004 andpayable to the order of the Subordinating Creditor in the original principal amountof $3,000,000.00 (the “$3,000,000.00 Subordinated Note”), (ii) that certain SecuredSubordinated Promissory Note of Borrowers dated April 29, 2004 and payable to theorder of the Subordinating Creditor in the original principal amount of$4,000,000.00 (the “$4,000,000.00 Subordinated Note”), and (iii) that certainSecured Subordinated Promissory Note of Borrowers dated June 3, 2004 and payable tothe order of the Subordinating Creditor in the original principal amount of$2,000,000.00 (the “$2,000,000.00 Subordinated Note,” and collectively with the$3,000,000.00 Subordinated Note, the $4,000,000.00 Subordinated Note and any otherpromissory notes now or hereafter issued by any or all of the Borrowers payable tothe Subordinating Creditor are referred to herein as the “Subordinated Notes”), asthe same may from time to time be amended, modified, extended, renewed or restated(hereinafter collectively referred to as the “Subordinated Indebtedness”) togetherwith any and all guaranties, collateral and other security, if any, for the paymentof any of the Subordinated Indebtedness, to any and all indebtedness (principal,interest (including, without limitation, interest accruing after the commencement ofa bankruptcy or insolvency proceeding by or against Borrowers, or any of them,whether or not allowed in such proceeding), fees, collection costs and expenses andother amounts), liabilities and obligations (including, without limitation, guarantyobligations, letter of credit reimbursement obligations and indemnity obligations)which Borrowers, or any of them, may now or at any time or times hereafter owe toLender, including, without limitation, the present and future indebtedness(principal, interest (including, without limitation, interest accruing after thecommencement of a bankruptcy or insolvency proceeding by or against Borrowers, orany of them, whether or not allowed in such proceeding), fees, collection costs andexpenses and other amounts), liabilities and obligations (including, withoutlimitation, guaranty obligations, letter of credit reimbursement obligations andindemnity obligations) of Borrowers to Lender evidenced by or arising under or inrespect of (a) that certain Credit Agreement dated as of September 7, 1999 made byand among Borrowers and Lender, as previously amended and as the same may from timeto time be further amended, modified, extended, renewed or restated (the “SeniorLoan Agreement”; all capitalized terms used and not otherwise defined in thisAgreement shall have the respective meanings ascribed to them in the Senior LoanAgreement), (b) that certain Revolving Credit Note dated August 22, 2005 in theoriginal principal amount of up to Fifteen Million Dollars ($15,000,000.00) made byBorrowers payable to the order of Lender as therein set forth, as previously amendedand as the same may from time to time be further amended, modified, extended,renewed or restated (the “Note”), and/or (c) any of the other Transaction Documents(hereinafter collectively referred to as the “Senior Indebtedness”).All references in the Subordination Agreement to the “Subordinated Note” (other than referenceswhich specifically refer to either the $2,000,000.00 Subordinated Note, the $3,000,000.00Subordinated Note, or the $4,000,000.00 Subordinated Note only) shall hereafter be amended anddeemed to refer to each of the Subordinated Notes.     2. Paragraph 3 of the Subordination Agreement shall be deleted in its entirety, and in itsplace shall be substituted the following:               3. So long as no Default or Event of Default under or within the meaning of theSenior Loan Agreement has occurred and is continuing or would be
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created by or result from such payment, Borrowers may pay to the SubordinatingCreditor, and the Subordinating Creditor may accept from Borrowers:     (i) regularly scheduled payments of interest only, when due, on theSubordinated Notes and past due payments of interest on the Subordinated Notes(which shall not include any payments due or past due as a result of anyacceleration of any of the Subordinated Notes),     (ii) in the event an equity offering is made by Virbac Corporation, the netproceeds received by Virbac from such equity offering by Virbac may be used to repaythe principal of the Subordinated Indebtedness, and     (iii) other payments of the outstanding principal balance of the $2,000,000.00Subordinated Note provided that each of the following conditions are satisfied: (A)if such principal payment is made prior to April 9, 2006, such principal paymentshall not repay in full the outstanding principal balance of the $2,000,000.00Subordinated Note, (B) immediately following such principal payment, Borrowers willhave (and project that they will have over each of the next 30 days) unusedavailability (calculated on each day as the difference between: (1) the lesser ofthe Borrowing Base of Borrowers or the Bank’s Commitment of $15,000,000.00 as ofsuch day, minus (2) the outstanding principal amount of the SeniorIndebtedness plus the face amount of any issued and outstanding letters of creditissued by Bank for the account of any of the Borrowers) of at least $1,000,000.00,and (C) Borrower’s ratio of Consolidated EBITDA to Consolidated Debt Service (asdetermined in accordance with Section 7.1(i)(ii) of the Senior Loan Agreement) as ofBorrowers’ most recent fiscal quarter-end would remain greater than or equal to 1.15to 1.0 if such ratio of Consolidated EBITDA to Consolidated Debt Service wasrecalculated to include the principal amount to be repaid on the $2,000,000.00Subordinated Note under this paragraph as part of the Consolidated Debt Serviceincluded in the denominator of such ratio,(collectively (i), (ii) and (iii) are referred to herein as the “PermittedPayments”). Any payment made by Borrowers which is not a Permitted Payment shallconstitute an Event of Default under the Senior Loan Agreement. The SubordinatingCreditor hereby acknowledges and agrees that (a) the Subordinated Notes may not bemodified or amended without the prior written consent of Lender, (b) payments ofprincipal on the Subordinated Notes shall not be Permitted Payments except upon theconditions set forth in clauses (ii) and (iii) above, (c) prepayments of theSubordinated Notes shall not be Permitted Payments except upon the conditions setforth in clauses (ii) and (iii) above, and (d) payments pursuant to any accelerationof the Subordinated Notes shall not be Permitted Payments. Notwithstanding theforegoing, the Subordinating Creditor shall have no right to enforce payment of anyof the Permitted Payments against any of the Borrowers, or to otherwise take anyaction against any of the Borrowers or any property or assets of any of theBorrowers (including, without limitation, any property or assets of any Borrowerpledged as collateral to secure any of the Senior Indebtedness), unless and until(a) all of the Senior Indebtedness has been fully, finally and indefeasibly paid incash, (b) all financing arrangements and commitments between Lender and Borrowersrelating to the creation and/or incurrence of any of the Senior Indebtedness havebeen terminated, (c) no letters of credit issued by Lender for the account of and/orupon the application of any of the Borrowers remain outstanding and (d) the SeniorLoan Agreement has expired or been terminated in accordance with its terms.
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     3. The Subordinating Creditor hereby consents to the terms, provisions and conditionscontained in that certain Eighth Amendment to Credit Agreement dated as of the date hereof made byand among Borrowers and Bank (the “Eighth Amendment”). The Subordinating Creditor acknowledges andagrees that (i) the execution and delivery of the Eighth Amendment by Borrowers with and to theBank will not adversely affect or impair any of Subordinating Creditor’s obligations to the Bankunder, or any of the terms, provisions or conditions contained in, the Subordination Agreement and(ii) all of the “Borrowers’ Obligations” (as defined in the Loan Agreement and as amended by theEighth Amendment) shall continue to constitute “Senior Indebtedness” under and within the meaningof the Subordination Agreement.     4. All references in the Subordination Agreement to this “Subordination Agreement,” this“Agreement” and any other references of similar import shall henceforth mean the SubordinationAgreement as amended by this Amendment. All capitalized terms used and not otherwise definedherein shall have the respective meanings ascribed to them in the Subordination Agreement asamended by this Amendment.     5. Except to the extent specifically amended by this Amendment, all of the terms, provisions,conditions, covenants, representations and warranties contained in the Subordination Agreementshall be and remain in full force and effect and the same are hereby ratified and confirmed.     6. This Amendment shall be binding upon and inure to the benefit of each of the SubordinatingCreditor and Bank and their respective successors and assigns.     7. This Amendment shall be governed by and construed in accordance with the internal laws ofthe State of Missouri.     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Subordination Agreementthis 22nd day of August, 2005.       VIRBAC S. A.       By: /s/ Eric Maree       Name: Eric Maree  Title: Chairman of the Board of Management       FIRST BANK       By: /s/ Traci Dodson         Traci Dodson, Vice PresidentASSENT OF BORROWERS
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     Each of the Borrowers hereby assents to the foregoing Amendment and agrees in all respects tobe bound by and to keep, observe and perform the several matters and things in the SubordinationAgreement, as amended by the Amendment, intended of any of the Borrowers to be done, andparticularly Borrowers agree not to make any payment contrary to the Subordination Agreement, asamended by the Amendment. Any breach by Borrowers, or any of them, of any of the terms, provisionsor conditions contained in the Subordination Agreement, as amended by the Amendment, shallconstitute an “Event of Default” (as defined therein) under and within the meaning of the SeniorLoan Agreement (as defined in the Subordination Agreement).     Executed this 22nd day of August, 2005.       “BORROWERS”       VIRBAC CORPORATION  PM RESOURCES, INC.  ST. JON LABORATORIES, INC.  VIRBAC AH, INC.  FRANCODEX LABORATORIES, INC.  DELMARVA LABORATORIES, INC.       By: /s/ Jean M. Nelson         Jean M. Nelson, Executive Vice President and    Chief Financial Officer
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