any way or respect relating to the
collateral security or this Agreement of Pledge, and/or (iii) to enforce any
rights of Agent or such Lender against the Borrowers, or any of them, the
Pledgor or any other person which may be obligated to Agent and the Lenders by
virtue of this Agreement of Pledge; (b) takes any action with respect to the
collateral security, or to protect, collect,
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sell, liquidate or otherwise dispose of the collateral security; and/or
(c) attempts to or enforces Agent's interest for the ratable benefit of the
Lenders in the collateral security, or any of Agent's or such Lender's rights
and remedies against the Pledgor, the reasonable costs, fees and expenses
incurred by Agent and/or any such Lender in any manner or way with respect to
the foregoing shall be payable by the Pledgor to Agent and/or such Lender on
demand.
THE PLEDGOR IRREVOCABLY AGREES THAT SUBJECT TO AGENT'S SOLE AND ABSOLUTE
ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT
OF OR FROM OR RELATED TO THIS AGREEMENT OF PLEDGE OR THE COLLATERAL SECURITY
SHALL BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE COUNTY OF ST. LOUIS,
STATE OF MISSOURI. THE PLEDGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION
OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID COUNTY AND STATE. THE
PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OR
ANY LITIGATION BROUGHT IN ACCORDANCE WITH THIS SECTION. THE PLEDGOR, THE AGENT
AND EACH OF THE LENDERS IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY ACTION IN WHICH THE PLEDGOR AND ANY ONE OR MORE OF THE AGENT
AND/OR THE LENDERS ARE PARTIES.
IN THE EVENT ANY OF THE SECURED OBLIGATIONS SECURED HEREBY ARE PAYABLE UPON
DEMAND, NEITHER THIS AGREEMENT OF PLEDGE NOR ANYTHING CONTAINED HEREIN SHALL BE
DEEMED TO ALTER OR IMPINGE UPON THE DEMAND CHARACTER OF SUCH SECURED OBLIGATION.
Dated at St. Louis, Missouri, this 29th day of June, 2006.
VIRBAC CORPORATION, Pledgor
By:
/s/ Jean M. Nelson
Jean M.
Nelson, Chief Financial Officer
Address:
3200 Meacham Boulevard
Fort Worth, TX 76137
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PATENT, TRADEMARK AND LICENSE SECURITY AGREEMENT
THIS PATENT, TRADEMARK AND LICENSE SECURITY AGREEMENT (this "Agreement") is
made and entered into as of the 29th day of June, 2006 by ST. JON LABORATORIES,
INC., a California corporation ("Debtor"), in favor of FIRST BANK ("Agent"), as
agent for itself and other Lenders from time to time a party to the Loan
Agreement (hereinafter defined).
WITNESSETH:
WHEREAS, Debtor, PM Resources, Inc., Virbac AH, Inc., Francodex
Laboratories, Inc., Virbac Corporation, Delmarva Laboratories, Inc.
(collectively, the "Borrowers"), Agent and the Lenders are entering into an
amended and restated Loan Agreement dated as of the date hereof (as amended from
time to time, the "Loan Agreement," all capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to them in the Loan
Agreement); and
WHEREAS, as a condition