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, 2006

LOAN AGREEMENT

BY AND AMONG

VIRBAC CORPORATION,

PM RESOURCES, INC.,

ST. ▇▇▇ LABORATORIES, INC.,

FRANCODEX LABORATORIES, INC.,

VIRBAC AH, INC.,

DELMARVA LABORATORIES, INC.,

THE LENDERS PARTY HERETO

AND

FIRST BANK,

AS AGENT FOR LENDERS

June 29, 2006

TABLE OF CONTENTS

		Page
SECTION 1. TERM			4
SECTION 2. DEFINITIONS			4
SECTION 3. THE REVOLVING CREDIT LOANS			18
3.1 Revolving Credit Commitment of Lenders; Swing Line Commitment of First Bank			18
3.2 Procedure for Borrowing			21
(a) Revolving Credit Loan Advances			21
(b) Swing Line Loans			22
3.3 Letters of Credit			22
3.4 Interest Rates and Payments			25
3.5 Place and Manner of Payment			26
3.6 Termination or Reduction of Revolving Credit Commitments			26
3.7 Fees			26
3.8 Method of Making Interest and Other Payments			27
3.9 Maturity			27
3.10 Voluntary Prepayments			27
3.11 Swing Line Loan Settlement After Default			27
3.12 Sharing of Payments			28
SECTION 4. PRECONDITIONS TO LOANS			28
4.1 Initial Revolving Credit Loan or Letter of Credit			28
4.2 All Loans and Letters of Credit			31
SECTION 5. REPRESENTATIONS AND WARRANTIES			32
5.1 Existence and Power			32
5.2 Authorization			32
5.3 Binding Effect			32
5.4 Financial Statements			32
5.5 Litigation			32
5.6 Pension and Welfare Plans			33
5.7 Tax Returns and Payment			33
5.8 Subsidiaries			33
5.9 Compliance With Other Instruments; None Burdensome			33
5.10 Other Loans and Guarantees			34
5.11 Title to Property			34
5.12 Multi-Employer Pension Plan Amendments Act of 1980			34
5.13 Patents, Licenses, Trademarks, Etc.			34
5.14 Environmental and Safety and Health Matters			34
5.15 Investments			35
5.16 Labor Matters			35
5.17 Regulation U			35
5.18 Investment Company Act of 1940; Public Utility Holding Company Act of 1935			35
SECTION 6. COVENANTS			36
6.1 Affirmative Covenants of the Borrowers			36
(a) Information			36
(b) Payment of Indebtedness			38

		Page
(c) Consultations and Inspections			38
(d) Payment of Taxes			38
(e) Payment of Claims			39
(f) Existence			39
(g) Maintenance of Property			39
(h) Compliance with Laws, Regulations, Etc.			39
(i) Accountant			39
(j) ERISA Compliance			39
(k) Maintenance of Books and Records			40
(l) Further Assurances			40
(m) Environmental Matters			40
(n) Insurance			41
(o) Financial Covenants			41
(p) Notices			42
(q) Borrowers’ Bank Accounts			43
6.2 Negative Covenants of the Borrowers			43
(a) Limitation on Indebtedness			43
(b) Limitations on Liens			44
(c) Consolidation, Merger, Sale of Property, Etc.			44
(d) Sale or Discount of Accounts			44
(e) Acquisitions; Subsidiaries			44
(f) Fiscal Year			45
(g) Stock Redemptions and Distributions			45
(h) Transactions with Related Parties			45
(i) Advancing or Guaranteeing Credit			45
(j) Limitations on Restrictive Agreements			45
(k) Dissolution or Liquidation			46
(l) Change in Nature of Business			46
(m) Pension Plans			46
(n) Management Fees			46
(o) Subordinated Debt Payments			46
6.3 Use of Proceeds			46
SECTION 7. EVENTS OF DEFAULT			47
SECTION 8. THE AGENT			51
8.1 Appointment and Authorization			51
8.2 Agent and Affiliates			51
8.3 Action by Agent			51
8.4 Consultation with Experts			51
8.5 Liability of Agent			51
8.6 Indemnification			51
8.7 Credit Decision			52
8.8 Resignation of Agent			52
8.9 Removal of Agent			52
SECTION 9. GENERAL			53
9.1 No Waiver			53
9.2 Right of Setoff			53

		Page
9.3 Cost and Expenses			53
9.4 Environmental Indemnity			53
9.5 General Indemnity			54
9.6 Authority to Act			54
9.7 Notices			55
9.8 Consent to Jurisdiction; Jury Trial Waver			55
9.9 Agent’s and Lenders’ Books and Records			55
9.10 Governing Law; Amendments and Waivers			55
9.11 Successors and Assigns; Participations			56
9.12 Assignment Agreements			56
9.13 Confidential Information			57
9.14 References; Headings for Convenience			57
9.15 Subsidiary Reference			58
9.16 Binding Agreement			58
9.17 No Oral Agreements; Entire Agreement			58
9.18 Severability			58
9.19 Counterparts			58
9.20 Resurrection of the Borrowers’ Obligations			58
9.21 U. S. Dollars			59
9.22 Miscellaneous			59

SCHEDULES
5.5		Litigation
5.6		Pension Plan Matters
5.8		List of Borrowers’ Subsidiaries and Predecessor and Fictitious Names
5.10		Other Loans and Guaranties
5.11		Permitted Liens
5.12		Multiemployer Plans
5.13		Patents and Trademarks
5.14		Environmental and Health and Safety Matters
5.15		Existing Investments
6.2(h)		Transactions with Affiliates

EXHIBITS
A		Borrowing Base Certificate
B		Revolving Credit Note
C		Swing Line Note
D		Compliance Certificate
E		Standby Letter of Credit Application and Agreement
F		Application and Agreement for Irrevocable Commercial Letter of Credit
G		Assignment Agreement

LOAN AGREEMENT

     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. ▇▇▇ LABORATORIES, INC., a California corporation (“St. ▇▇▇”), 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. ▇▇▇, 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”).

WITNESSETH:

     WHEREAS, Borrowers and First Bank are parties to that certain Credit Agreement dated as of September 7, 1999, as previously amended prior to the date hereof (as so amended, the “Original Loan Agreement”); and

     WHEREAS, Borrowers, Agent and the Lenders, including First Bank, desire to amend and restate the Original Loan Agreement in the manner hereinafter set forth, and subject to the terms, provisions and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, Agent and the Lenders hereby amend and restate the Original Loan Agreement so that as so amended and restated it reads in its entirety as follows:

SECTION 1. TERM.

     The “Term” of this Agreement shall commence on the date hereof and shall end on March 31, 2007, unless earlier terminated pursuant to Section 3.6 or by acceleration or otherwise upon the occurrence of an Event of Default under this Agreement, in which case the Term hereof shall end on such earlier date.

SECTION 2. DEFINITIONS.

     In addition to the terms defined elsewhere in this Agreement or in any Exhibit or Schedule hereto, when used in this Agreement, the following terms shall have the following meanings (such meanings shall be equally applicable to the singular and plural forms of the terms used, as the context requires):

     Account Debtor shall mean any Person who is and/or may become obligated to any of the Borrowers under or on account of Accounts.

     Accounts shall mean all trade accounts receivable of any of the Borrowers which have been invoiced by such Borrower.

     Acquisition shall mean any transaction or series of related transactions, consummated on or after the date of this Agreement, by which any of the Borrowers or any of their respective Subsidiaries, either separately or together (a) acquires any going business or all or substantially all of the assets of any corporation, partnership or other organization or entity, whether through purchase of assets, merger or

otherwise or (b) directly or indirectly acquires (in one transaction or as of the most recent transaction in a series of transactions) at least (i) a majority (in number of votes) of the stock and/or other securities of a corporation having ordinary voting power for the election of directors (other than stock and/or other securities having such power only by reason of the happening of a contingency), (ii) a majority (by percentage of voting power) of the outstanding partnership interests of a partnership or (iii) a majority of the ownership interests in any organization or entity other than a corporation or partnership.

     Affiliate shall mean any Person (a) which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with one or more of the Borrowers or any Subsidiary of the Borrowers, (b) which directly or indirectly through one or more intermediaries beneficially owns or holds or has the power to direct the voting power of Ten Percent (10%) or more of any class of capital stock or other equity interests of any one or more of the Borrowers or any Subsidiary of the Borrowers, (c) which has Ten Percent (10%) or more of any class of its capital stock or other equity interests beneficially owned or held, directly or indirectly, by any one or more of the Borrowers or any Subsidiary of the Borrowers, or (d) who is a director, officer, manager or employee of one or more of the Borrowers or any Subsidiary of the Borrowers. For purposes of this definition, “control” shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

     Agent shall mean First Bank, or its successors and assigns.

     Amendment to Deed of Trust shall mean each of: (i) that certain Thirteenth Amendment to Deed of Trust and Security Agreement dated of even date herewith made by and between PM Resources and the Agent, and (ii) that certain Amendment to Deed of Trust and Security Agreement dated of even date herewith made by and between Virbac and the Agent, and Amendments to Deeds of Trust shall refer to each of the foregoing.

     Amendment to Patent, Trademark and License Security Agreement shall mean each of: (i) that certain Amendment to Patent, Trademark and License Security Agreement dated of even date herewith made by and between Virbac and the Agent, for the ratable benefit of the Lenders, and (ii) that certain Amendment to Patent, Trademark and License Security Agreement dated of even date herewith made by and between Virbac AH and the Agent, for the ratable benefit of the Lenders, and Amendments to Patent, Trademark and License Security Agreements shall refer to each of the foregoing.

     Applicable Commitment Fee Rate shall mean One-Fourth of One Percent (0.25%) per annum.

     Applicable Letter of Credit Commitment Fee Rate shall mean One and One-Fourth Percent (1.25%) per annum for all Letters of Credit.

     Applicable Margin shall mean One-Half of One Percent (0.50%) per annum.

     Attorneys’ Fees shall mean the reasonable value of the services (and costs, and out-of-pocket charges and expenses related thereto) of the attorneys (and all paralegals, secretaries, accountants and other staff employed by such attorneys) employed by Agent or any of the Lenders (including, without limitation, attorneys and paralegals who are employees of Agent or any of the Lenders or any affiliate of Agent or any of the Lenders) from time to time (i) in connection with the documentation, negotiation, execution, delivery, administration and enforcement of this Agreement and/or any of the other Transaction Documents (provided that no such fees incurred on the part of any Lender other than First Bank shall be payable by Borrowers with respect to the documentation, negotiation, execution, delivery and administration of this Agreement and/or any of the other Transaction Documents or any such other

Lender’s review thereof for purposes of any assignment of any portion thereof to any such other Lender), (ii) to represent Agent or any of the Lenders in any litigation, contest, dispute, suit or proceeding, or to commence, defend or intervene in any litigation, contest, dispute, suit or proceeding, or to file any petition, complaint, answer, motion or other pleading or to take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by Agent, any of the Lenders, any of the Borrowers or any other Person and whether in bankruptcy or otherwise) in any way or respect relating to any of the Collateral, any Third Party Collateral, this Agreement or any of the other Transaction Documents, any of the Borrowers, any Subsidiary of the Borrowers or any other Obligor, (iii) to protect, collect, lease, sell, take possession of or liquidate any of the Collateral or any Third Party Collateral, (iv) to attempt to enforce any security interest in or other Lien upon any of the Collateral or any Third Party Collateral or to give any advice with respect to such enforcement and (v) to enforce any of Agent’s or any Lender’s rights to collect any of the Borrowers’ Obligations.

     Authorized Officer shall mean each of the President or the chief financial officer of each Borrower.

     Borrower Representative shall mean Virbac. Each Borrower hereby designates Virbac as its representative and agent on its behalf for the purposes of issuing Borrowing Notices, giving instructions with respect to the disbursement of the proceeds of the Loans, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Transaction Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Transaction Documents. The Borrower Representative hereby accepts such appointment. The Agent and each Lender may regard any notice or other communication pursuant to any Transaction Document from the Borrower Representative as a notice or communication from all of the Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to the Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

     Borrowers shall have the meaning ascribed to such term in the first paragraph on the first page of this Agreement, and Borrower shall refer to any of them.

     Borrowers’ Obligations shall mean any and all indebtedness (principal, interest, fees and other amounts), liabilities and obligations of the Borrowers, or any of them, to Agent or any of the Lenders evidenced by or arising under the Notes, this Agreement, the Security Agreements, the Deed of Trusts, the Patent, Trademark and License Security Agreements, the Pledge Agreements, any agreement with Agent or any Lender for any interest rate cap, interest rate swap or other form of interest rate hedge, including any agreement of Agent or any of the Lenders to finance any such interest rate hedge agreement, any of the other Transaction Documents or any other agreement, document or instrument heretofore, now or hereafter executed and delivered by any of the Borrowers to Agent or any of the Lenders in connection with this Agreement or any of the Loans made or Letters of Credit issued hereunder, in each case whether now existing or hereafter arising, absolute or contingent, joint and/or several, secured or unsecured, direct or indirect, expressed or implied in law, contractual or tortious, liquidated or unliquidated, at law or in equity, or otherwise, and whether created directly or acquired by Agent or any of the Lenders by assignment or otherwise, and any and all costs of collection and/or Attorneys’ Fees incurred or to be incurred in connection therewith.

     Borrowing Base shall mean the sum of:

          (i) Eighty Percent (80%) of the face amount of Eligible Accounts of each of the Borrowers, plus

          (ii) the lesser of (A) Fifty Percent (50%) of the Eligible Inventory of each of the Borrowers, or (B) $3,500,000.00; plus

          (iii) an amount determined by Agent as the loan value of Borrowers’ fixed assets, which amount shall be deemed to be equal to: (A) $8,500,000.00, minus (B) an amount equal to $250,000.00 multiplied by the number of quarters occurring since March 31, 2006, commencing with the first such subtraction of $250,000.00 for the quarter ending June 30, 2006 in connection with the calculation of the Borrowing Base for June, 2006.

Subject to Section 9.10 herein, the Required Lenders shall have the right to establish, modify or eliminate Reserves against Eligible Accounts and Eligible Inventory from time to time in its reasonable credit judgment.

     Borrowing Base Certificate shall have the meaning ascribed thereto in Section 3.1(b).

     Borrowing Notice shall have the meaning ascribed thereto in Section 3.2(a).

     Business Day shall mean any day except a Saturday, Sunday or legal holiday observed by any of the Lenders or by commercial banks in St. Louis, Missouri.

     Capital Expenditure shall mean any expenditure which, in accordance with GAAP, is or should be capitalized on the balance sheet of the Person making the same.

     Capitalized Lease shall mean any lease which, in accordance with GAAP, is or should be classified and accounted for as a capital lease on the balance sheet of the lessee.

     Change of Control Event shall mean, at any time, the occurrence of any of the following: (a) the failure of Virbac S. A. to own and control, directly or indirectly, beneficially and of record, 51% of the capital stock (including 51% of the Voting Stock) of Virbac outstanding at such time; (b) the failure of Virbac to own and control, directly or indirectly, beneficially and of record, 100% of the capital stock (including 100% of the Voting Stock) at such time of each of PM Resources, St. ▇▇▇, Delmarva and Virbac AH; or (c) the failure of Virbac AH to own and control, directly or indirectly, beneficially and of record, 100% of the capital stock (including 100% of the Voting Stock) at such time of Francodex.

     Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of the Code shall be construed to also refer to any successor sections.

     Collateral shall mean any Property or assets of any of the Borrowers which now or at any time hereafter secure the payment or performance of any of the Borrowers’ Obligations.

     Commitment Fee shall have the meaning ascribed thereto in Section 3.7.

     Consolidated Debt shall mean, as of the date of any determination thereof, all Debt of Borrowers and their Subsidiaries as of such date, determined on a consolidated basis and in accordance with GAAP.

     Consolidated Debt Service shall mean the sum of all of Borrowers’ and their Consolidated Subsidiaries’ payments of principal scheduled on all Consolidated Debt (including, without limitation, any scheduled or unscheduled Subordinated Debt payments) within the twelve month period preceding the date of any such calculation, plus Consolidated Interest Expense during the twelve month period preceding the date of any such calculation, all determined on a consolidated basis and in accordance with GAAP.

     Consolidated EBITDA shall mean, for the period in question, the sum of (a) Consolidated Net Income of Borrowers and their Consolidated Subsidiaries during such period plus (b) to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense of Borrowers and their Consolidated Subsidiaries during such period, plus (ii) Consolidated Tax Expense made by Borrowers and their Consolidated Subsidiaries during such period (whether paid or deferred), plus (iii) all depreciation and amortization expenses of Borrowers and their Consolidated Subsidiaries during such period, plus (vi) any non-cash charge required to be made by Borrowers and their Consolidated Subsidiaries during such period for impairment of goodwill and other intangible assets under U.S. Financial Accounting Standard Number 142 entitled “Goodwill and Other Intangible Assets,” all determined in accordance with GAAP for the period in question ending as of the date of any such calculation.

     Consolidated Interest Expense shall mean, for the period in question, without duplication, all gross interest expense of Borrowers and their Consolidated Subsidiaries (including, without limitation, all capitalized interest expense, the interest portion of any Borrower’s or any Subsidiary’s obligations under any Capitalized Leases and the interest portion of any deferred payment obligation) during such period, all determined on a consolidated basis and in accordance with GAAP.

     Consolidated Net Income shall mean the net income (or loss) of the Borrowers and their Consolidated Subsidiaries for the period in question determined on a consolidated basis, after deducting all operating expenses, provisions for all taxes and reserves (including reserves for deferred income taxes) and all other proper deductions, all determined in accordance with GAAP, after eliminating all intercompany items, but excluding from the definition of Consolidated Net Income any extraordinary gains and/or losses and any gains and/or losses from the sale or other disposition of assets other than in the ordinary course of business, all determined in accordance with GAAP.

     Consolidated Net Worth shall mean, at any date, the sum of the consolidated stockholders’ equities of Borrowers and their Consolidated Subsidiaries plus all Subordinated Debt then outstanding, all determined on a consolidated basis and in accordance with GAAP.

     Consolidated Subsidiary shall mean with respect to any Person at any date, any Subsidiary or other entity the assets and liabilities of which are or should be consolidated with those of such Person in its consolidated financial statements as of such date in accordance with GAAP.

     Consolidated Tax Expense shall mean Borrowers’ and their Consolidated Subsidiaries’ expenses for federal, state, local and foreign income taxes, determined based upon the actual amount of tax expense incurred by Borrowers and their Consolidated Subsidiaries during the period in question for any such calculation, as determined in accordance with GAAP.

     Deeds of Trust shall mean: (i) that certain Deed of Trust and Security Agreement dated September 9, 1993 made by PM Resources in favor of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as trustee for First Bank, as amended by a First Amendment to Deed of Trust and Security Agreement dated as of December 21, 1994, by a Second Amendment to Deed of Trust and Security Agreement dated as of July 14, 1995, by a Third Amendment to Deed of Trust and Security Agreement dated as of June 18, 1997, by a Fourth

Amendment to Deed of Trust and Security Agreement dated as of September 25, 1997, by a Fifth Amendment to Deed of Trust and Security Agreement dated as of May 14, 1998, by a Sixth Amendment to Deed of Trust and Security Agreement dated as of August 6, 1998, by a Seventh Amendment to Deed of Trust and Security Agreement dated as of September 7, 1999, by an Eighth Amendment to Deed of Trust and Security Agreement dated as of December 30, 1999, by a Ninth Amendment to Deed of Trust and Security Agreement dated as of April 4, 2001, by a Tenth Amendment to Deed of Trust and Security Agreement dated as of August 7, 2002, by a Eleventh Amendment to Deed of Trust and Security Agreement dated as of August 11, 2003, by a Twelfth Amendment to Deed of Trust and Security Agreement dated as of September 3, 2003, and by an Amendment to Deed of Trust dated of even date herewith, and as the same may from time to time be further amended, and (ii) that certain Deed of Trust and Security Agreement dated September 3, 2003 made by Virbac in favor of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as trustee for First Bank, as amended by an Amendment to Deed of Trust dated of even date herewith, and as the same may from time to time be further amended, and Deed of Trust shall refer to any of the foregoing.

     Debt of any Person shall mean, as of the date of determination thereof, the sum of, without duplication, (a) all Indebtedness of such Person for borrowed money (including, without limitation, the principal amount of all Revolving Credit Loans hereunder and any Subordinated Debt), plus (b) all Indebtedness of such Person which has been incurred in connection with the purchase or other acquisition of Property (other than unsecured trade accounts payable incurred in the ordinary course of business), plus (c) all Capitalized Lease Obligations of such Person, plus (d) the aggregate undrawn face amount of all letters of credit issued for the account and/or upon the application of such Person together with all unreimbursed drawings with respect thereto, plus (e) all Guarantees by such Person of Debt of others, all determined on a consolidated basis and in accordance with GAAP.

     Default shall mean any event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default as defined in Section 7 hereof.

     Distribution in respect of any corporation, limited liability company or other entity shall mean: (a) dividends or other distributions on or in respect of any of the capital stock, membership interests or other equity interests of such corporation, limited liability company or other entity; and (b) the redemption, repurchase or other acquisition of any capital stock, membership interests or other equity interests of such corporation, limited liability company or other entity or of any warrants, rights or other options to purchase any such capital stock, membership interests or other equity interests.

     Eligible Accounts shall mean all Accounts other than: (a) Accounts which remain unpaid for more than ninety (90) days after their invoice dates and Accounts which are not due and payable within ninety (90) days after their invoice dates; (b) Accounts owing by a single Account Debtor, including a currently scheduled Account, if ten percent (10%) or more of the balance owing by said Account Debtor upon said Accounts is ineligible pursuant to clause (a) above; (c) Accounts owing by a single Account Debtor, including a currently scheduled Account, to the extent the balance owing by said Account Debtor upon its Accounts exceeds Thirty Percent (30%) of the then outstanding amount of Borrowers’ total Accounts); (d) Accounts with respect to which the Account Debtor is a shareholder, partner, officer, director or employee of any of the Borrowers or an Affiliate of any of the Borrowers; (e) Accounts with respect to which payment by the Account Debtor is or may be conditional and Accounts commonly known as “▇▇▇▇ and hold” Accounts or Accounts of similar or like arrangement; (f) Accounts with respect to which the Account Debtor is not a resident or citizen of or otherwise located in the continental United States of America; (g) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof unless such Accounts are duly assigned to the Agent in accordance with all applicable governmental and regulatory rules and regulations (including, without limitation, the Federal Assignment of Claims Act of 1940, as amended, if applicable) so that the

Agent is recognized by the Account Debtor to have all of the rights of an assignee of such Accounts; (h) Accounts with respect to which any of the Borrowers is or may become liable to the Account Debtor for goods sold or services rendered by such Account Debtor to any such Borrower; (i) Accounts with respect to which the goods giving rise thereto have not been shipped and delivered to and accepted as satisfactory by the Account Debtor thereof or with respect to which the services performed giving rise thereto have not been completed and accepted as satisfactory by the Account Debtor thereof; (j) Accounts which are not invoiced (and dated as of such date) and sent to the Account Debtor thereof concurrently with or not later than five (5) days after the shipment and delivery to and acceptance by said Account Debtor of the goods giving rise thereto or the performance of the services giving rise thereto; (k) Accounts arising from a “sale on approval” or a “sale or return;” (l) Accounts as to which the Required Lenders, at any time or times hereafter, determine, in good faith, that the prospects of payment or performance by the Account Debtor is or will be impaired; (m) Accounts of an Account Debtor to the extent, but only to the extent, that the same exceed a credit limit determined by the Required Lenders in their discretion, at any time or times hereafter; (n) Accounts with respect to which the Account Debtor is located in the State of New Jersey or the State of Minnesota; provided, however, that such restriction shall not apply if such Borrower (i) has filed and has effective (A) in respect of Account Debtors located in the State of New Jersey, a Notice of Business Activities Report with the New Jersey Division of Taxation for the then current year or (B) in respect of Account Debtors located in the State of Minnesota, a Minnesota Business Activity Report with the Minnesota Department of Revenue for the then current year, as applicable, or (ii) is otherwise exempt from such reporting requirements under the laws of such State(s); (o) Accounts which are not subject to a first priority perfected security interest in favor of the Agent for the ratable benefit of the Lenders; and (p) Accounts which have been factored by any of the Borrowers.

     Eligible Inventory shall mean all Inventory of any of the Borrowers, valued at the lower of cost or current market value, which consists of unprocessed raw materials and finished goods with respect to which no further processing is necessary for the sale thereof, other than (a) any such Inventory which is obsolete, (b) Inventory which is not in good condition or does not comply with all standards imposed by any governmental authority having regulatory authority over such goods or their manufacture, use or sale, or Inventory which the Required Lenders have in good faith determined, in accordance with their respective customary business practices, is otherwise unacceptable due to age, type, category and/or quantity, (c) Inventory which is held on consignment, consigned to third parties, or consists of experimental products or products not yet proven commercially viable by reason of a significant number of purchase orders, or Inventory held for promotional purposes and as samples, or Inventory returned due to defects or product warranty problems, (d) Inventory which consists of goods which have been returned by a buyer; (e) Inventory which breaches any of the representations or warranties pertaining to Inventory set forth in any of the Transaction Documents; (f) Inventory which is not maintained at one of the places of business and/or locations provided in the Security Agreements executed by Borrowers, (g) Inventory not either usable or saleable, at prices not less than the standard cost, in the ordinary course of Borrowers’ businesses, or (h) Inventory which is not subject to a first priority perfected security interest in favor of Agent for the ratable benefit of the Lenders.

     Environmental Claim shall mean any administrative, regulatory or judicial action, judgment, order, consent decree, suit, demand, demand letter, claim, Lien, notice of noncompliance or violation, investigation or other proceeding arising (a) pursuant to any Environmental Law or governmental or regulatory approval issued under any such Environmental Law, (b) from the presence, use, generation, storage, treatment, release, threatened release, disposal, remediation or other existence of any Hazardous Material, (c) from any removal, remedial, corrective or other response action pursuant to an Environmental Law or the order of any governmental or regulatory authority or agency, (d) from any third party seeking damages, contribution, indemnification, cost recovery, compensation, injunctive or other relief in connection with a Hazardous Material or arising from alleged injury or threat of injury to health, safety, natural resources or the

environment or (e) from any Lien against any Property owned, leased or operated by any Borrower or any Subsidiary in favor of any governmental or regulatory authority or agency in connection with a release, threatened release or disposal of a Hazardous Material.

     Environmental Laws shall mean the Resource Conservation and Recovery Act of 1987, the Comprehensive Environmental Response, Compensation and Liability Act, any so-called “Superfund” or “Superlien” law, the Toxic Substances Control Act and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials, as now or at any time hereafter in effect.

     ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to also refer to any successor sections.

     ERISA Affiliate shall mean any corporation, trade or business that is, along with the Borrowers, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b) and 414(c), respectively, of the Code.

     Event of Default shall have the meaning ascribed thereto in Section 7.

     First Bank shall mean First Bank, a Missouri state bank, in its individual corporate capacity as a Lender hereunder and not as Agent hereunder.

     GAAP shall mean, at any time, generally accepted accounting principles at such time in the United States, applied in a manner consistent with such principles used in preparing the financial statements referred to in Section 5.4 herein.

     Guarantee by any Person shall mean any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb shall have a correlative meaning.

     Hazardous Materials shall mean any hazardous or toxic material, substance or waste, pollutant or contaminant which is regulated under any Environmental Law or any other statute, law, ordinance, rule or regulation of any Federal, state, local, foreign or other body, instrumentality, agency, authority or official having jurisdiction over any of the Property owned, leased or operated by any Borrower or any Subsidiary or its use, including, without limitation, any material, substance or waste which is: (a) defined as a hazardous substance under Section 311 of the Federal Water Pollution Control Act (33 U.S.C. §§1317), as amended; (b) regulated as a hazardous waste under Section 1004 or Section 3001 of the Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq.), as amended; (c) defined as a hazardous substance under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601 et seq.), as amended; or (d) defined or regulated as a hazardous substance or hazardous waste under any rules or regulations promulgated under any of the foregoing statutes.

     Indebtedness of any Person shall mean and include, without duplication, any and all indebtedness (principal, interest, fees and other amounts), liabilities and obligations of such Person which in accordance with GAAP are or should be classified upon a balance sheet of such Person as liabilities of

such Person, and in any event shall include all (i) obligations of such Person for borrowed money or which have been incurred in connection with the acquisition of Property, (ii) obligations secured by any Lien or other charge upon any Property owned by such Person, provided that if such Person has not assumed or become liable for the payment of such obligations, such obligations shall still be included in Indebtedness but the determination of the amount of Indebtedness evidenced by such obligations shall be limited to the book value of such Property, (iii) obligations created or arising under any conditional sale or other title retention agreement with respect to any Property acquired by such Person, provided that if the rights and remedies of the seller, lender or lessor in the event of default under such agreement are limited solely to repossession or sale of such Property, such obligations shall still be included in Indebtedness but the determination of the amount of Indebtedness evidenced by such obligations shall be limited to the book value of such Property, (iv) all Guarantees and other contingent indebtedness, liabilities and obligations of such Person of Indebtedness of any other Person whether or not reflected on the balance sheet of such Person and (v) all obligations of such Person as lessee under any Capitalized Lease.

     Inventory shall mean all inventory of any of the Borrowers.

     Investment shall mean any investment (including, without limitation, any loan or advance) by any Borrower or any Subsidiary in or to any Person, whether payment therefor is made in cash or capital stock, membership interests or other equity interests of any Borrower or any Subsidiary, and whether such investment is by acquisition of stock, membership interests or other equity interests or Indebtedness, or by loan, advance, transfer of Property out of the ordinary course of business, capital contribution, equity or profit sharing interest, extension of credit on terms other than those normal in the ordinary course of business or otherwise.

     Lenders shall have the meaning ascribed to such term in the first paragraph on the first page of this Agreement, and Lender shall refer to any of them.

     Letter of Credit and Letters of Credit shall have the meanings ascribed thereto in Section 3.3(a).

     Letter of Credit Application shall mean a standby letter of credit application and agreement in the form of Exhibit E attached hereto and incorporated herein by reference or an application and agreement for irrevocable commercial letter of credit in the form of Exhibit F attached hereto and incorporated herein by reference, and in either case executed by any of the Borrowers, as account party, and delivered to First Bank, as letter of credit issuer, pursuant to Section 3.3(a) as the same may from time to time be amended, modified, extended or renewed.

     Letter of Credit Commitment Fee shall have the meaning ascribed thereto in Section 3.3(c)(ii).

     Lien shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on common law, statute or contract, including, without limitation, any security interest, mortgage, deed of trust, pledge, hypothecation, judgment lien or other lien or encumbrance of any kind or nature whatsoever, any conditional sale or trust receipt and any lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances affecting Property.

     Loan shall mean each Revolving Credit Loan and each Swing Line Loan, and Loans shall mean any or all of the foregoing.

     Material Adverse Effect shall mean (a) a material adverse effect on the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of the Borrowers and their respective Subsidiaries considered as a whole, (b) material impairment of the ability of any Borrower and/or any other Obligor to perform any of its obligations under this Agreement, the Revolving Credit Notes, the Swing Line Note and/or any other Transaction Document or (c) material impairment of the enforceability of the rights of, or benefits available to, the Agent or any Lender under this Agreement, the Revolving Credit Notes, the Swing Line Note and/or any other Transaction Document.

     Multiemployer Plan shall mean a “multi-employer plan” as defined in Section 4001(a) (3) of ERISA which is maintained for employees of any of the Borrowers, any ERISA Affiliate or any Subsidiary of any of the Borrowers.

     Notes shall mean the Revolving Credit Notes and the Swing Line Note, as any of them may be amended, restated or replaced from time to time.

     Obligor shall mean each of the Borrowers and each other Person who is or shall at any time hereafter become primarily or secondarily liable on any of the Borrowers’ Obligations or who grants Agent or any of the Lenders a Lien upon any of the Property or assets of such Person as security for any of the Borrowers’ Obligations.

     Occupational Safety and Health Laws shall mean the Occupational Safety and Health Act of 1970, as amended, and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning employee health and/or safety, as now or at any time hereafter in effect.

     Patent, Trademark and License Security Agreement shall mean any of: (i) that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 made by and between Virbac and the Agent, as the same may be modified, amended or restated from time to time, (ii) that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 made by and between Virbac AH and the Agent, as the same may be modified, amended or restated from time to time, (iii) that certain Patent, Trademark and License Security Agreement dated as of the date hereof made by and between St. ▇▇▇ and the Agent, as the same may be modified, amended or restated from time to time, and (iv) that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 made by and between Delmarva and the Agent, as the same may be modified, amended or restated from time to time, and Patent, Trademark and License Security Agreements shall mean all of them.

     PBGC shall mean the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

     Pension Plan shall mean a “pension plan,” as such term is defined in Section 3(2) of ERISA, which is established or maintained by any of the Borrowers, any ERISA Affiliate or any Subsidiary of any of the Borrowers, other than a Multiemployer Plan.

     Permitted Liens shall mean any of the following:

          (a) Liens in favor of Agent for the ratable benefit of the Lenders;

          (b) Liens on Property of a Subsidiary to secure obligations of such Subsidiary to any of the Borrowers;

          (c) Liens for property taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided payment thereof is not at the time required by Sections 6.1(d) and 6.1(e), provided such taxes, assessments, other governmental charges or any such claims or demands of mechanics and materialmen are being contested in good faith and by appropriate proceedings diligently conducted and for which adequate reserves in form and amount satisfactory to the Required Lenders in their reasonable discretion are maintained, and provided further that the Borrowers or any Subsidiary shall pay or cause to be paid all such taxes, assessments, other governmental charges or mechanics’ or materialmen’s Liens forthwith upon the commencement of proceedings to foreclose any Lien which is attached as security therefor, unless such foreclosure is stayed by the filing of an appropriate bond in a manner satisfactory to the Required Lenders;

          (d) Liens (other than any Liens imposed by ERISA) incidental to the conduct of business or the ownership of Properties (including Liens in connection with worker’s compensation, unemployment insurance and other like laws, warehousemen’s and attorneys’ liens and statutory landlords’ liens) and Liens to secure the performance of bids, tenders or trade contracts, or to secure statutory obligations, surety or appeal bonds or other Liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money or the purchase or other acquisition of Property; provided in each case the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been set aside;

          (e) survey exceptions, easements, reservations, rights of others for rights-of-way, utilities and other similar purposes and/or zoning or other restrictions as to the use of real properties, which are necessary or desirable for the conduct of the activities of Borrowers and their Subsidiaries or which customarily exist on properties of Persons engaged in similar activities and similarly situated and which do not in any event materially impair the use of such real properties in the operation of the business of the Borrowers and their Subsidiaries;

          (f) Liens existing as of the date of this Agreement and listed on Schedule 5.11 attached hereto (without giving effect to any changes to Schedule 5.11 made after the date of this Agreement);

          (g) purchase money Liens granted to a Person financing a Capital Expenditure permitted by this Agreement so long as (i) the Lien granted is limited to the specific fixed assets acquired and the proceeds thereof, (ii) the aggregate principal amount of Debt secured by the Lien is not more than the acquisition cost of the specific fixed assets on which the Lien is granted and (iii) the transaction does not violate any other provision of this Agreement; and

          (h) Capitalized Leases permitted by this Agreement.

     Person shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, cooperative, association, corporation, limited liability company, institution, entity or government (whether national, federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

     Pledge Agreements shall mean (i) that certain Third Amended and Restated Agreement of Pledge executed by Virbac pursuant to which Virbac has pledged to Agent, for the ratable benefit of the Lenders, all of the issued and outstanding shares of capital stock in PM Resources, St. ▇▇▇, Virbac AH and Delmarva, as the same may from time to time be amended, modified or restated, and (ii) that certain Second Amended and Restated Agreement of Pledge executed by Virbac AH pursuant to which Virbac

AH has pledged to Agent, for the ratable benefit of the Lenders, all of the issued and outstanding shares of capital stock in Francodex, as the same may from time to time be amended, modified or restated.

     Prime Rate shall mean the interest rate announced from time to time by First Bank as its “prime rate” on commercial loans (which rate shall fluctuate as and when said prime rate shall change).

     Pro Rata Share shall mean for the item at issue, with respect to each Lender, a percentage, the numerator of which is the portion of such item owned or held by such Lender and the denominator of which is the total amount of such item owned or held by all of the Lenders. For example, (a) if the amount of the Revolving Credit Commitment of a Lender is $200,000.00 and the total amount of the Revolving Credit Commitments of all of the Lenders is $1,000,000.00, such Lender’s Pro Rata Share of the Revolving Credit Commitments would be Twenty Percent (20%) and (b) if the original principal amount of a Loan is $5,000,000.00 and the portion of such Loan made by one Lender is $500,000.00, such Lender’s Pro Rata Share of such Loan would be Ten Percent (10%). As of the date of this Agreement, the Pro Rata Shares of the Lenders with respect to the Revolving Credit Commitments and the Revolving Credit Loans are as follows: (a) First Bank – Sixty-Six and 6,666,667/10,000,000ths of One Percent (66.6666667%); and (b) JPMorgan Chase Bank, N.A. – Thirty-Three and 3,333,333/10,000,000ths of One Percent (33.3333333%).

     Property shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. Properties shall mean the plural of Property. For purposes of this Agreement, each Borrower and each Subsidiary of the Borrowers shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

     Reportable Event shall have the meaning given to such term in Section 4043(c) of ERISA, excluding any such event with respect to which notice to the PBGC has been waived by regulation.

     Required Lenders shall mean at any time Lenders having 51% or more of the aggregate amount of Total Revolving Credit Outstandings (other than Swing Line Loans) then outstanding or, if no Loans or Letters of Credit are then outstanding, 51% or more of the Total Revolving Credit Commitment of all of the Lenders; provided, however, that if there are two or fewer Lenders, Required Lenders shall mean all of the Lenders.

     Reserves means, with respect to the Borrowing Base of any Borrower, reserves established by Agent or the Required Lenders in their reasonable credit judgment from time to time against Eligible Accounts or Eligible Inventory pursuant to the definitions thereof.

     Restricted Investment shall mean any Investment, or any expenditure or any incurrence of any liability to make any expenditure for an Investment, other than:

          (a) loans and/or advances by any Borrower to any other Borrower or to any Subsidiary Guarantor;

          (b) loans and/or advances by any Subsidiary to any Borrower which are subordinated in writing to the payment of the Borrower’s Obligations in form and substance satisfactory to the Required Lenders;

          (c) direct obligations of the United States of America or any instrumentality or agency thereof, the payment of which is unconditionally guaranteed by the United States of America or any instrumentality or agency thereof (all of which Investments must mature within twelve (12) months from the time of acquisition thereof);

          (d) Investments in readily marketable commercial paper which, at the time of acquisition thereof by Borrower or any Subsidiary, is rated A-1 or better by S&P and P-1 or better by ▇▇▇▇▇’▇ and which matures within 270 days from the date of acquisition thereof, provided that the issuer of such commercial paper shall, at the time of acquisition of such commercial paper, have a senior long-term debt rating of at least A by S&P and ▇▇▇▇▇’▇;

          (e) negotiable certificates of deposit or negotiable bankers acceptances issued by a Lender or any other bank or trust company organized under the laws of the United States of America or any state thereof, which bank or trust company (other than any Lender to which such restrictions shall not apply) is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve System and has a Thomson BankWatch Global Issuer Rating of “B” or better (all of which Investments must mature within twelve (12) months from the time of acquisition thereof);

          (f) repurchase agreements, which shall be collateralized for at least 102% of face value, issued by a Lender or any other bank or trust company organized under the laws of the United States or any state thereof, which bank or trust company (other than any Lender to which such restrictions shall not apply) is a member of both the Federal Deposit Insurance Corporation and the Federal Reserve System and has a Thomson BankWatch Global Issuer Rating of “B” or better (all of which Investments must mature within twelve (12) months from the time of acquisition thereof);

          (g) Investments existing as of the date of this Agreement and listed on Schedule 5.15 attached hereto (without giving effect to any changes to Schedule 5.15 made after the date of this Agreement), and any future retained earnings in respect thereof; and

          (h) loans or advances in the usual and ordinary course of business to officers and/or employees of a Borrower or a Subsidiary for business expenses in the aggregate principal amount of up to $25,000.00 at any one time outstanding.

     Revolving Credit Commitment shall mean, subject to termination or reduction as set forth in Section 3.6, for each Lender the amount set forth as the Revolving Credit Commitment of such Lender next to its name on the signature pages hereof or on the signature pages of any subsequent Assignment Agreement to which such Lender is a party.

     Revolving Credit Loan and Revolving Credit Loans shall have the meanings ascribed thereto in Section 3.1(a).

     Revolving Credit Notes shall mean each of the Revolving Credit Notes of the Borrowers to be executed and delivered to each of the Lenders pursuant to Section 3.1(a), as the same may from time to time be amended, modified, extended or renewed.

     Security Agreement shall mean each Security Agreement dated of even date herewith to be executed, respectively, by each of the Borrowers and delivered to Agent for the benefit of each of the Lenders, as the same may from time to time be amended, modified or restated, and Security Agreements shall mean more than one of them.

     Stated Amount means, with respect to any Letter of Credit at any date of determination, (i) the maximum aggregate amount available for drawing thereunder under any and all circumstances, plus (ii) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit.

     Subordinated Debt shall mean, as of the date of any determination thereof, the aggregate principal amount of all Indebtedness of Borrowers and all Subsidiaries of any of the Borrowers outstanding as of such date which is subordinated in writing to the payment and priority of all of the Borrower’s Obligations pursuant to a subordination agreement in form and substance satisfactory to Agent and the Required Lenders.

     Subordination Agreement shall mean that certain Subordination Agreement dated of even date herewith to be executed by Virbac S. A. in favor of the Agent and the Lenders, as the same may from time to time be amended, modified or restated.

     Subsidiary shall mean, with respect to any Person, any corporation or other entity of which fifty percent (50%) or more of the issued and outstanding capital stock or other equity interests entitled to vote for the election of directors or persons performing similar functions (other than by reason of default in the payment of dividends or other distributions) is at the time owned directly or indirectly by such Person.

     Subsidiary Guarantor shall mean as of any date each Subsidiary of any Borrower which as of such date has executed and delivered to Agent for the ratable benefit of each of the Lenders its unlimited continuing Subsidiary Guaranty and its Subsidiary Security Agreement in form and substance acceptable to Agent and the Lenders.

     Subsidiary Guaranties shall mean the guaranties of any Subsidiaries of any of the Borrowers executed and delivered to Agent hereafter whether pursuant to Section 6.2(e) or otherwise, which guaranties must be in form and substance acceptable to Agent and the Lenders, all as the same may from time to time be amended, and Subsidiary Guaranty shall mean any of them.

     Subsidiary Security Agreements shall mean the security agreements executed subsequent to the date of this Agreement by any of the Subsidiaries of any of the Borrowers and delivered to Agent hereafter, whether pursuant to Section 6.2(e) or otherwise, which subsequently delivered security agreements must be in form and substance acceptable to Agent and the Lenders, all as the same may from time to time be amended, and Subsidiary Security Agreement shall mean any of them.

     Swing Line Borrowing Notice shall have the meaning ascribed thereto in Section 3.2(b).

     Swing Line Commitment shall mean $3,000,000.00.

     Swing Line Loan and Swing Line Loans shall have the meanings ascribed thereto in Section 3.1(e).

     Swing Line Note shall have the meaning ascribed thereto in Section 3.1(e).

     Term shall have the meaning ascribed thereto in Section 1.

     Third Party Collateral shall mean any Property or assets of any Obligor other than one of the Borrowers which now or at any time hereafter secure the payment or performance of any of the Borrowers’ Obligations.

     Total Revolving Credit Commitment shall have the meaning ascribed thereto in Section 3.1(a).

     Total Revolving Credit Outstandings shall mean, as of any date, the sum of (a) the aggregate principal amount of all Revolving Credit Loans outstanding as of such date, plus (b) the aggregate principal amount of all Swing Line Loans outstanding as of such date plus (c) the Stated Amount of all Letters of Credit outstanding for the account of any of the Borrowers as of such date.

     Transaction Documents shall mean this Agreement, the Notes, the Security Agreements, the Deeds of Trust, the Patent, Trademark and License Security Agreements, the Pledge Agreements, any Letter of Credit Application, the Subsidiary Guaranties, the Subsidiary Security Agreements and all other agreements, documents and instruments heretofore, now or hereafter delivered to Agent or any of the Lenders with respect to or in connection with or pursuant to this Agreement, any Loans made or Letters of Credit issued hereunder or any other of the Borrowers’ Obligations, and executed by or on behalf of the Borrowers or any of their respective Subsidiaries, all as the same may from time to time be amended, modified, extended or renewed.

     Voting Stock shall mean, with respect to any corporation, limited liability company or other entity, any shares of stock, membership interests or other equity interests of such corporation, limited liability company or other entity whose holders are entitled under ordinary circumstances to vote for the election of directors (or Persons performing similar functions) of such corporation or other entity (irrespective of whether at the time stock, membership interests or other equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

SECTION 3. THE REVOLVING CREDIT LOANS.

     3.1 Revolving Credit Commitment of Lenders; Swing Line Commitment of First Bank.

          (a) Subject to the terms and conditions hereof and so long as no Default or Event of Default has occurred and is continuing (provided, however, that Agent shall have no liability to any other Lender for making a Revolving Credit Loan to Borrowers after the occurrence or during the continuance of any Default or Event of Default unless Agent has previously received notice in writing from a Borrower or any other Lender of the occurrence of such Default or Event of Default), during the Term of this Agreement, each Lender hereby severally agrees to make such loans (individually, a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”), to each Borrower as such Borrower may from time to time request pursuant to Section 3.2(a). The Total Revolving Credit Outstandings shall not exceed the lesser of (i) the Borrowing Base; or (ii) Fifteen Million Dollars ($15,000,000.00) (the “Total Revolving Credit Commitment”), and the amount each Lender shall be required to have outstanding hereunder as Revolving Credit Loans plus their Pro Rata Share of any then outstanding Swing Line Loans made by First Bank under Section 3.1(e) plus their undivided Pro Rata Share participation interest in the Stated Amount of each Letter of Credit issued by First Bank under Section 3.3 shall not exceed, in the aggregate at any one time outstanding, the lesser of (x) the amount of such Lender’s Revolving Credit Commitment or (y) such Lender’s Pro Rata Share of the then current Borrowing Base. Each Revolving Credit Loan under this Section 3.1(a) shall be made from the several Lenders rateably in proportion to their respective Revolving Credit Commitments. The Revolving Credit Loans from Lenders to the Borrowers shall be evidenced by the joint and several Revolving Credit Notes of the Borrowers dated the date hereof and payable to the order of each of the Lenders in the respective original principal amounts of each such Lender’s Revolving Credit Commitment and in the form attached hereto as Exhibit B and incorporated herein by reference (as the same may from time to time be amended, modified, extended or renewed, the “Revolving Credit Notes”). Subject to the terms and conditions hereof, the Borrowers may borrow, repay and reborrow such sums from Lenders.

          (b) Borrowers shall have delivered to the Agent and each of the Lenders on or before the date of execution hereof (with respect to the fiscal month ended April 30, 2006), and on or before the last day of each month thereafter (with respect to the immediately preceding fiscal month-end) (or more often if requested by the Agent or the Required Lenders) the Borrowers shall deliver to each of the Lenders, a borrowing base certificate in the form of Exhibit A attached hereto and incorporated herein by reference (a “Borrowing Base Certificate”) setting forth:

     (i) the Borrowing Base and its components as of the end of the immediately preceding fiscal month;

     (ii) the aggregate principal amount of all Revolving Credit Loans outstanding, the aggregate principal amount of all Swing Line Loans outstanding, and the Stated Amount of all Letters of Credit issued for the account of any of the Borrowers which are then outstanding; and

     (iii) the difference, if any, between the Borrowing Base and the Total Revolving Credit Outstandings.

The Borrowing Base shown in each such Borrowing Base Certificate shall be and remain the Borrowing Base under this Agreement until the next Borrowing Base Certificate is delivered to each of the Lenders, at which time the Borrowing Base shall be the amount shown in such subsequent Borrowing Base Certificate. Each Borrowing Base Certificate shall be certified as to truth and accuracy by the President or principal financial officer of each of the Borrowers.

          (c) If the Total Revolving Credit Outstandings are at any time greater than the Borrowing Base at such time, the Borrowers shall (without demand or notice of any kind by Agent or any of the Lenders, all of which are hereby expressly waived by each Borrower) immediately repay the Revolving Credit Loans and/or the Swing Line Loans and/or to cash collateralize the outstanding Letters of Credit in the manner set forth in Section 3.3(e) herein, in any such case in an aggregate amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to the amount of the Borrowing Base. If the Total Revolving Credit Outstandings are at any time greater than the amount of the Total Revolving Credit Commitment at such time (whether as a result of a scheduled reduction in the amount of the Total Revolving Credit Commitment or otherwise), the Borrowers shall (without demand or notice of any kind by Agent or any of the Lenders, all of which are hereby expressly waived by each Borrower) immediately repay the Revolving Credit Loans and/or the Swing Line Loans and/or cash collateralize the outstanding Letters of Credit in the manner set forth in Section 3.3(e) herein, in any such case in an aggregate amount sufficient to reduce the amount of the Total Revolving Credit Outstandings to the amount of the Total Revolving Credit Commitment.

          (d) Each Lender shall record in its books and records, and prior to any transfer of its Revolving Credit Note shall endorse on the schedules forming a part thereof, appropriate notations to evidence the date and amount of each Revolving Credit Loan made by it during the Term hereof, and the date and amount of each payment of principal made by Borrowers with respect thereto. Each Lender is hereby irrevocably authorized by Borrowers so to endorse its Revolving Credit Note and to attach to and make a part of any such Revolving Credit Note a continuation of any such schedule as and when required; provided, however that the obligation of Borrowers to repay each Revolving Credit Loan made hereunder shall be absolute and unconditional, notwithstanding any failure of any Lender to endorse or any mistake by any Lender in connection with endorsement on the schedules attached to their respective Revolving Credit Notes. The books and records of each Lender (including, without limitation, the schedules

attached to the Revolving Credit Notes) showing the account between such Lender and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth.

          (e) First Bank’s Swing Line Commitment. Subject to the terms and conditions hereof, and so long as no Default or Event of Default has occurred and is continuing (provided, however, that First Bank shall have no liability to any other Lender for making a Swing Line Loan to any Borrower after the occurrence or during the continuance of any Default or Event of Default unless First Bank has previously received notice in writing from a Borrower or any other Lender of the occurrence of such Default or Event of Default), during the Term of this Agreement, First Bank agrees to make such loans (individually, a “Swing Line Loan” and collectively, the “Swing Line Loans”), to each Borrower as the Borrower Representative may from time to time request pursuant to Section 3.2(b) or as the same may from time to time be deemed requested by the Borrower Representative pursuant to Section 3.2(b). The aggregate principal amount of Swing Line Loans which First Bank shall be required to have outstanding under this Agreement as of any date shall not exceed the amount of the Swing Line Commitment; provided, however, that in no event shall the Total Revolving Credit Outstandings on any given day exceed the lesser of (a) the Total Revolving Credit Commitments of all of the Lender(s) on such day or (b) the amount of the Borrowing Base on such day. Within the foregoing limits, Borrowers may borrow under this Section 3.1(e), prepay under Section 3.10 and reborrow at any time during the Term hereof under this Section 3.1(e). All Swing Line Loans not paid prior to the last day of the Term hereof, together with all accrued and unpaid interest thereon and all fees and other amounts owing by Borrowers to First Bank with respect thereto, shall be due and payable on the last day of the Term hereof. The Swing Line Loans from First Bank to the Borrowers shall be evidenced by the joint and several Swing Line Note of the Borrowers dated the date hereof and payable to the order of First Bank in the original principal amount of Three Million Dollars ($3,000,000.00) and in the form attached hereto as Exhibit C and incorporated herein by reference (as the same may from time to time be amended, modified, extended or renewed, the “Swing Line Note”). On Tuesday of each week (or if any such Tuesday is not a Business Day, then on the next succeeding Business Day) (each a “Settlement Date”), the Agent shall promptly notify the Lenders in writing of the aggregate principal amount of all Swing Line Loans then outstanding from First Bank, and each of the Lenders hereby irrevocably agrees on each such Settlement Date to make a Revolving Credit Loan to Borrowers on such date in the amount of such Lender’s ratable share of the amount of all such then outstanding Swing Line Loans (based on such Lender’s Pro Rata Share of the Revolving Credit Commitments). Each Lender shall pay such amount to the Agent in immediately available funds on such Settlement Date, and Agent shall pay such amounts to First Bank in immediately available funds on such Settlement Date. If such amount is not in fact made available to the Agent by any such Lender on a Settlement Date, the Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the Settlement Date such amount was due and ending on but excluding the date the Agent recovers such amount from the Lender at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the Federal Reserve System for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). Following such advance by each Lender of its Pro Rata Share of any such Swing Line Loans as a Revolving Credit Loan pursuant to this Section, each such Lender shall thereafter receive its Pro Rata Share of all principal payments, interest payments, fees and other amounts due with respect to such Revolving Credit Loans as and when paid by Borrowers to Agent hereunder. Such Revolving Credit Loans shall thereafter be evidenced by the Revolving Credit Notes of each of the Lenders.

     3.2 Procedure for Borrowing.

          (a) Revolving Credit Loan Advances. Subject to the terms and conditions hereof, Lenders shall cause the Revolving Credit Loans to be made to the Borrowers at any time and from time to time during the Term hereof upon timely notice (a “Borrowing Notice”) to Agent, in writing signed by the Borrower Representative (which notice may be given by facsimile transmission) or such Borrowing Notice may be oral provided it is promptly confirmed in writing signed by the Borrower Representative to Agent, specifying: (1) the desired amount of the new Revolving Credit Loan(s), and (2) the date on which the Loan proceeds are to be made available to the applicable Borrower(s), which shall be a Business Day. Each Borrowing Notice must be received by Agent not later than 10:00 a.m. (St. Louis time) on the Business Day on which a Revolving Credit Loan being borrowed is to be made. The Agent shall notify each Lender by 11:00 a.m. (St. Louis time) on the date of its receipt of a Borrowing Notice of the contents thereof and of such Lender’s Pro Rata Share of such new Revolving Credit Loan. A Borrowing Notice, once issued, shall not be revocable by the Borrowers. Not later than 2:00 p.m. (St. Louis time) on the date of each new Revolving Credit Loan, each Lender shall make available its Pro Rata Share of such Revolving Credit Loan, in federal or other funds immediately available in St. Louis, Missouri, to the Agent at its address specified in or pursuant to Section 9.7. Agent shall not be required to make any amount available to Borrowers hereunder except to the extent it shall have received such amounts from the Lenders as set forth herein, provided, however, that unless the Agent shall have been notified by a Lender prior to the date a Revolving Credit Loan is to be made hereunder that such Lender does not intend to make its Pro Rata Share of such Revolving Credit Loan available to the Agent, the Agent may assume that such Lender has made such Pro Rata Share available to the Agent on such date, and the Agent may in reliance upon such assumption make available to the applicable Borrower(s) a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender and the Agent has made such amount available to the Borrower(s), the Agent shall be entitled to receive such amount from such Lender forthwith upon its demand, together with interest thereon in respect of each day during the period commencing on the date such amount was made available to the Borrower(s) and ending on but excluding the date the Agent recovers such amount from the Lender at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the Federal Reserve System for each day as determined by the Agent (or in the case of a day which is not a Business Day, then for the preceding day). Subject to the terms and conditions hereof, provided that Agent has received a timely Borrowing Notice, Agent shall (unless Agent determines that any applicable condition specified in Section 4 has not been satisfied) make the funds so received from the Lenders available to the applicable Borrower(s) by wiring or otherwise transferring the proceeds of such Loan not later than 3:00 p.m. (St. Louis time) on the Business Day specified in said Borrowing Notice in accordance with any instructions for such disbursement received from such Borrower(s). Each of the Borrowers hereby authorizes Agent and Lenders to rely on telephonic, facsimile or written instructions of any Person identifying himself or herself as a Person authorized to request a Revolving Credit Loan or to make a repayment hereunder, and on any signature which Agent or any of the Lenders believes to be genuine, and the Borrowers shall be bound thereby in the same manner as if such Person were actually authorized or such signature were genuine. Each of the Borrowers also hereby agrees to indemnify Agent and Lenders and hold Agent and Lenders harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, attorneys’ fees and expenses) relating to or arising out of or in connection with the acceptance of instructions for making Revolving Credit Loans or making repayments hereunder unless such acceptance results from the gross negligence or willful misconduct of the Agent or a Lender, as determined by a court of competent jurisdiction. A Borrowing Notice shall not be required in connection with a Revolving Credit Loan pursuant to Section 3.3(c).

          (b) Swing Line Loans. Subject to the terms and conditions hereof, First Bank shall cause the Swing Line Loans to be made to the Borrowers at any time and from time to time during the Term hereof upon timely notice (a “Swing Line Borrowing Notice”) to First Bank, either in writing signed by the Borrower Representative (including any such notice by facsimile transmission) or orally, provided it is promptly confirmed in writing signed by the Borrower Representative to First Bank, specifying: (1) the desired principal amount of the Swing Line Loan(s), (2) the Borrower(s) to whom such Swing Line Loan(s) are to be made, and (3) the date on which the Loan proceeds are to be made available to the applicable Borrower(s), which shall be a Business Day. Each Swing Line Borrowing Notice must be received by First Bank not later than 10:00 a.m. (St. Louis time) on the Business Day on which a Swing Line Loan is to be made. A Borrowing Notice shall not be required in connection with a Loan made to cover any overdraft in Virbac’s operating account on a day-to-day basis as set forth herein. A Borrowing Notice shall not be revocable by Borrowers. Subject to the terms and conditions hereof, provided that First Bank has received the Borrowing Notice, First Bank shall (unless First Bank determines that any applicable condition specified in Section 4 has not been satisfied) pay to Borrowers, or any of them, the Loan proceeds of any new Swing Line Loan in immediately available funds not later than 2:00 p.m. (St. Louis time) on the Business Day specified in said Borrowing Notice. Each of the Borrowers hereby authorizes First Bank to reasonably rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself as a person authorized to request a Swing Line Loan or make a repayment hereunder, and on any signature which First Bank believes to be genuine, and Borrowers shall be bound thereby in the same manner as if such person were actually authorized or such signature were genuine. Borrowers further request and authorize First Bank, in its sole and absolute discretion, to make a Swing Line Loan to Borrowers hereunder at the end of each day in which Borrowers shall have an overdraft (negative ledger balance) in Virbac’s operating account (Account No. 9800801785) with First Bank after crediting all deposits received in immediately available funds and debiting all withdrawals made and checks presented against such account and honored by First Bank as of such date and after funding any advances to or receiving any collected balances on such day from the “zero balance” operating accounts of PM Resources (Account No. 9800802535), and Virbac AH (Account No. 9821908926) with First Bank to cover withdrawals made and checks presented on such date and after crediting all deposits received in immediately available funds on such date, which Swing Line Loan shall be in the amount of such overdraft without any other request or authorization therefor from Borrowers and without notice to Borrowers. Similarly, Borrowers request that First Bank apply any collected balances (after funding advances to or receiving collections from the “zero balance” accounts of PM Resources and Virbac AH) in excess of a mutually predetermined amount remaining at the end of any day in Virbac’s operating account to the repayment of the principal balance of Borrowers’ Obligations outstanding, first as Swing Line Loans, and second, as Revolving Credit Loans, under the Notes. Borrowers also hereby agree jointly and severally to indemnify First Bank and hold First Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, Attorneys’ Fees) relating to or arising out of or in connection with the acceptance of instructions for making Swing Line Loans or repayments hereunder.

     3.3 Letters of Credit.

          (a) Subject to the terms and conditions of this Agreement, during the Term of this Agreement, and so long as no Default or Event of Default under this Agreement has occurred and is continuing (provided, however, that First Bank shall have no liability to any of the Lenders for issuing a Letter of Credit after the occurrence of any Default or Event of Default under this Agreement unless First Bank has previously received notice in writing to First Bank by Borrowers or any of the other Lenders of the occurrence of such Default or Event of Default), First Bank hereby agrees to issue irrevocable standby and commercial letters of credit for the account of any of the Borrowers (individually, a “Letter of Credit” and collectively, the “Letters of Credit”) in an amount and for the term specifically requested by any such

Borrower by application in writing to First Bank in the form of Exhibit E in the case of a standby Letter of Credit or in the form of Exhibit F in the case of a commercial Letter of Credit, each as attached hereto and incorporated herein by reference (a “Letter of Credit Application”) at least three (3) Business Days prior to the requested issuance thereof; provided, however, that:

     (i) the applicable Borrower shall have executed and delivered to First Bank a Letter of Credit Application with respect to such Letter of Credit, which Letter of Credit Application shall be countersigned by each of the other Borrowers as guarantors;

     (ii) the term of any such Letter of Credit shall not extend beyond the earlier of (A) the last day of the Term hereof, or (B) three hundred sixty-five (365) days from the issuance thereof, provided, however, that any such Letter of Credit may be renewable on terms satisfactory to First Bank and the Required Lenders; and

     (iii) the Stated Amount of all outstanding Letters of Credit shall not at any one time exceed Two Million Dollars ($2,000,000.00) and the Total Revolving Credit Outstandings shall not at any one time exceed the lesser of (a) the Borrowing Base or (b) Fifteen Million Dollars ($15,000,000.00); and

     (iv) the text of any such Letter of Credit is provided to First Bank no less than three (3) Business Days prior to the requested issuance date, which text must be acceptable to First Bank and the Required Lenders in their sole and absolute discretions.

          (b) The payment of drafts under each Letter of Credit shall be made in accordance with the terms thereof and, in that connection, First Bank shall be entitled to honor any drafts and accept any documents presented to it by the beneficiary of such Letter of Credit in accordance with the terms of such Letter of Credit and believed by First Bank to be genuine. First Bank shall not have any duty to inquire as to the accuracy or authenticity of any draft or other drawing document that may be presented to it other than the duties contemplated by the applicable Letter of Credit Application. If First Bank shall have received documents that in its judgment constitute all of the documents that are required to be presented before payment or acceptance of a draft under a Letter of Credit, it shall be entitled to pay such draft provided such documents conform on their face to the requirements of such Letter of Credit.

          (c) In the event of any payment by First Bank of a draft presented or accepted under a Letter of Credit, Borrowers agree to pay to Agent for the account of First Bank in immediately available funds at the time of such drawing an amount equal to the sum of such drawing plus First Bank’s negotiation, processing and other fees related thereto. Borrowers hereby authorize First Bank to charge or cause to be charged to any of the Borrowers’ bank accounts at First Bank to the extent there are balances of immediately available funds therein, in an amount equal to the sum of such drawing plus First Bank’s negotiation, processing and other fees related thereto, and Borrowers agree to pay the amount of any such drawing (and/or First Bank’s negotiation, processing and other fees related thereto) not so charged prior to the close of business of First Bank on the day of such drawing. In the event any payment under a Letter of Credit is made by First Bank prior to receipt of payment from Borrowers, such payment by First Bank shall constitute a request by the applicable Borrower for a Revolving Credit Loan under Section 3.1(a) above.

     (i) Borrowers shall also pay to Agent, for First Bank’s account, with respect to each a Letter of Credit, First Bank’s standard issuance fees (unless a different issuance fee is agreed to between Borrowers and First Bank with respect to any such Letter of Credit), confirmation fees, wire transfer fees, processing fees and other fees as First Bank

may from time to time customarily charge, which fees shall be due and payable on demand by First Bank; and

     (ii) Borrowers shall pay to Agent for the ratable account of the Lenders with respect to each Letter of Credit for the period during which such Letter of Credit is outstanding, a nonrefundable Letter of Credit Commitment Fee in an amount equal to the Applicable Letter of Credit Commitment Fee Rate (calculated on an actual day, 360-day year basis) on the face amount of each such Letter of Credit issued hereunder (“Letter of Credit Commitment Fee”), which Letter of Credit Commitment Fee shall be due and payable annually in advance on the date of issuance of each such Letter of Credit and on each anniversary date of such Letter of Credit during the Term hereof.

          (d) Upon the issuance of a Letter of Credit by First Bank, an undivided participation interest therein (including, without limitation, an undivided participation interest in the reimbursement risk relating to such Letter of Credit and in all payments and Revolving Credit Loans made in connection with such Letter of Credit) shall automatically be granted by First Bank to and accepted by each of the other Lenders in an amount based on each such other Lender’s Pro Rata Share of the face amount of such Letter of Credit. Agent agrees to provide each Lender with a copy of each Letter of Credit issued hereunder. If First Bank shall make payment on any draft presented or accepted under a Letter of Credit, Agent shall give notice of such payment to the other Lenders, and each of the other Lenders hereby authorizes and requests Agent to advance for their respective accounts, pursuant to the terms hereof, their respective shares of any such payment based upon their respective Pro Rata Shares. If a Default has occurred hereunder and if such drawing is not paid by the Borrowers in immediately available funds prior to the close of business of First Bank on the date of such drawing, Agent shall promptly so notify the other Lenders and each of the other Lenders agrees to immediately reimburse First Bank and/or Agent in immediately available funds for its Pro Rata Share of the amount of such drawing, plus interest calculated on its Pro Rata Share of such amount at a rate per annum equal to the effective rate charged to the Agent for overnight federal funds transactions with member banks of the Federal Reserve System calculated from the date of such payment by First Bank to but excluding the date of reimbursement by such other Lender and on an actual-day, 360-day year basis. Each of the other Lenders will be entitled to its Pro Rata Share of any Letter of Credit Commitment Fees paid by any of the Borrowers, but such other Lenders shall have no right to share in any issuance fees or any other fees paid by any of the Borrowers to Agent in connection with any of the Letters of Credit.

          (e) Notwithstanding any provision contained in this Agreement or any of the Letter of Credit Applications to the contrary, upon the occurrence and during the continuation of any Event of Default under this Agreement (or upon any of the circumstances set forth in Section 3.1(c) above to the extent required therein), at the election of the Required Lenders, Borrowers shall, upon the Required Lenders’ demand, deliver to Agent cash, or other collateral acceptable to the Required Lenders in their sole and absolute discretion, having a value, as determined by the Required Lenders, at least equal to aggregate undrawn face amount of all outstanding Letters of Credit. Any such collateral and/or any amounts received by Agent for such Letters of Credit shall be held by Agent in a separate account at Agent appropriately designated as a cash collateral account in relation to this Agreement and the Letters of Credit and retained by Agent as collateral security for the payment of Borrowers’ Obligations hereunder. Cash amounts delivered to Agent pursuant to the foregoing requirements of this Section shall be invested, at the request and for the account of Borrowers, in investments of a type and nature and with a term acceptable to the Required Lenders. Such amounts, including, in the case of cash, amounts invested in the manner set forth above, any interest realized thereon, may be applied to reimburse Agent, First Bank and/or any of the other Lenders for drawings or payments under or pursuant to the Letters of Credit which First Bank or Agent has paid, or if no such reimbursement is required to the payment of

such other of Borrowers’ Obligations as the Required Lenders shall determine. Any amounts remaining in any cash collateral account established pursuant to this Section after the payment in full of all of Borrowers’ Obligations and the expiration or cancellation of all of the Letters of Credit, or upon the waiver of such Event of Default by the Agent and the Lenders, shall be returned to the applicable Borrower (after deduction of First Bank’s and Agent’s expenses, if any).

     3.4 Interest Rates and Payments.

          (a) So long as no Event of Default has occurred and is continuing, each Revolving Credit Loan shall bear interest prior to maturity at a rate per annum equal to the Prime Rate plus Applicable Margin, which rate shall fluctuate as and when said Prime Rate or said Applicable Margin shall change. Accrued interest on all Revolving Credit Loans shall be payable monthly in arrears on the tenth (10th) day of each calendar month, commencing on the first such date after such Loan is made. In addition, all accrued interest on all Loans shall be payable on the last day of the Term hereof, whether by reason of acceleration or otherwise.

          (b) So long as no Event of Default has occurred and is continuing, each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Swing Line Loan is made until it becomes due, at a rate per annum equal to the Prime Rate plus Applicable Margin, which rate shall fluctuate as and when said Prime Rate or said Applicable Margin shall change. Accrued interest on all Swing Line Loans shall be payable monthly in arrears on the tenth (10th) day of each calendar month, commencing on the first such date after such Swing Line Loan is made. In addition, all accrued interest on all Swing Line Loans shall be payable on the last day of the Term hereof, whether by reason of acceleration or otherwise.

          (c) At the option of the Required Lenders, after the occurrence and during the continuance of an Event of Default, the principal balance of and, to the extent permitted by law, any overdue interest on any Revolving Credit Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to Three and Three-Fourths Percent (3.75%) over and above the Prime Rate, fluctuating as and when said Prime Rate shall change, and (ii) any Swing Line Loan shall bear interest, payable on demand, for each day until paid, at a rate per annum equal to Three and Three-Fourths Percent (3.75%) over and above the Prime Rate, fluctuating as and when said Prime Rate shall change. From and after the maturity of the Notes, whether by reason of acceleration or otherwise, the unpaid principal balance of each Loan shall bear interest until paid, payable on demand, at a rate per annum equal to Three and Three-Fourths Percent (3.75%) over and above the Prime Rate, fluctuating as aforesaid.

          (d) Interest with respect to all Loans shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last day).

          (e) The Agent shall determine each interest rate applicable to the Loans hereunder as selected by Borrowers pursuant to Section 3.2. The Agent shall give prompt notice to Borrowers and the Lenders by telephone, telecopy, telex or cable of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error.

          (f) Regardless of any provision contained in any Transaction Document, neither Agent nor any Lender shall ever be entitled to contract for, charge, take, reserve, receive, or apply, as interest on all or any part of the Borrowers’ Obligations, any amount in excess of the Maximum Rate, and, if Agent or Lenders ever do so, then such excess shall be deemed a partial prepayment of principal and treated hereunder as such and any remaining excess shall be refunded to Borrowers. In determining if

the interest paid or payable exceeds the Maximum Rate, Borrowers, Agent and Lenders shall, to the maximum extent permitted under applicable law, (a) treat all Loans as but a single extension of credit (and Agent, Lenders and Borrowers agree that such is the case), (b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (c) exclude voluntary prepayments and the effects thereof and any funding loss, make-whole amount, prepayment premium or fee payable as a result thereof, and (d) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the Borrowers’ Obligations. However, if the Borrowers’ Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the amount of interest payable at the Maximum Rate, Lenders shall refund such excess in accordance with their respective Pro Rata Shares thereof, and, in such event, Lenders shall not, to the extent permitted by applicable law, be subject to any penalties provided by any applicable usury or other laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Maximum Rate. For purposes of this Section 3.4(f) “Maximum Rate” shall mean, for each Lender, the maximum non-usurious rate of interest which, under applicable law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Borrower’s Obligations.

     3.5 Place and Manner of Payment. Both principal and interest on the Loans and all fees due hereunder and under any of the other Transaction Documents payable to any Lender shall be paid in lawful currency of the United States, in federal or other immediately available funds, at Agent’s banking office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Agent will promptly distribute to each Lender in immediately available funds its ratable share of each such payment received by the Agent pursuant to the terms of this Agreement for the account of such Lenders. Whenever any payment of principal of, or interest on, the Loans or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon, at the then applicable rate, shall be payable for such extended time.

     3.6 Termination or Reduction of Revolving Credit Commitments. The Borrowers may, upon one (1) Business Day’s prior written notice to Agent, terminate entirely at any time, or proportionately reduce from time to time on a pro rata basis among the Lenders based on their respective Revolving Credit Commitments, by an aggregate amount of $2,500,000.00 or any larger multiple of $500,000.00, the unused portions of the Revolving Credit Commitments as specified by Borrowers in such notice to Agent; provided, however, that (i) at no time shall the Revolving Credit Commitments be reduced to a figure less than the total of the outstanding principal amount of all Revolving Credit Loans plus the Stated Amount of all outstanding Letters of Credit, (ii) at no time shall the Revolving Credit Commitments be reduced to a figure greater than zero but less than $10,000,000.00, and (iii) any such termination or reduction shall be permanent and the Borrowers shall have no right to thereafter reinstate or increase, as the case may be, the Revolving Credit Commitment of any Lender.

     3.7 Unused Fees. From the date hereof to but excluding the last day of the Term hereof, the Borrowers shall jointly and severally pay to the Agent, for distribution to the Lenders, a quarterly nonrefundable commitment fee (the “Commitment Fee”) on the unused portion of the Revolving Credit Commitment of each such Lender (determined by subtracting (A) such Lender’s Pro Rata Share of the Total Revolving Credit Outstandings (excluding the Swing Line Loans, except that the outstanding Swing Line Loans shall be included in the Total Revolving Credit Outstandings in calculating the fee due First Bank hereunder) determined for each day during such fiscal quarter or portion there of, from (B) such Lender’s Revolving Credit Commitment, and dividing the sum of such amounts by 90, or by such lesser number of days in any partial fiscal quarter) at the Applicable Commitment Fee Rate. Said Commitment Fee shall be (i) calculated on a daily basis, (ii) payable quarterly in arrears on each July 15, October 15, January 15 and April 15 following any such fiscal quarter-end during the Term hereof, commencing July

15, 2006, and on the last day of the Term hereof and (iii) calculated on an actual day, 360-day year basis. Payment of the Commitment Fee is a condition precedent to the Lenders’ obligations to make any new Loans hereunder.

     3.8 Method of Making Interest and Other Payments. Each of the Borrowers hereby authorizes Agent, without prior demand upon Borrowers, to charge or cause to be charged any Borrower’s and their respective Subsidiaries’ bank accounts at First Bank to the extent there are balances of immediately available funds therein, in an amount equal to the amount of accrued interest, fees and other amounts then due and payable by Borrowers under this Agreement (other than the principal balance of the Revolving Credit Loans and the Swing Line Loans), or the Agent may, at its option, deem interest and other amounts payable by Borrowers under this Agreement (other than the principal balance of the Revolving Credit Loans and the Swing Line Loans) to be paid by causing the Lenders to make a Loan to Borrowers in such amount(s) under Section 3.1(a) or (e), provided that in the event Borrowers’ account balances of immediately available funds and any amounts then available to be advanced to Borrowers pursuant to the terms of Section 3.1 are insufficient to pay all accrued interest, fees and other amounts then due and payable by Borrowers shall not relieve Borrowers of their joint and several obligations to pay such amount on the dates when due. The Agent agrees to give Borrowers prompt written notice of any amount so charged to any bank account of any Borrower or any such Subsidiary with First Bank or any Revolving Credit Loans made by the Lenders or Swing Line Loans made by First Bank under this Section 3.8.

     3.9 Maturity. All principal, interest and other amounts outstanding with respect to the Revolving Credit Loans and the Swing Line Loans which are not paid prior thereto shall be due and payable on the last day of the Term hereof, whether by reason of the expiration thereof, acceleration or otherwise.

     3.10 Voluntary Prepayments.

          (a) Borrowers may, upon notice to First Bank specifying that they are paying a portion of their Swing Line Loans, pay without penalty or premium such Swing Line Loans in whole at any time or in part from time to time, by paying the principal amount to be paid.

          (b) Borrowers may, upon notice to Agent specifying that they are paying a portion of their Revolving Credit Loans, pay such Revolving Credit Loans in whole at any time, or from time to time in part, by paying the principal amount to be paid.

          (c) Upon receipt of a notice of payment pursuant to this Section, the Agent shall promptly notify each Lender of the contents thereof and of such Lender’s Pro Rata Share of such payment and such notice shall not thereafter be revocable by Borrowers.

     3.11 Swing Line Loan Settlement After Default. Upon the occurrence of any Event of Default, unless otherwise requested by First Bank, the Agent shall promptly notify the other Lender(s) in writing of the aggregate principal amount of all Swing Line Loans from First Bank then outstanding, and each of the other Lender(s) hereby irrevocably agrees to immediately purchase from First Bank with immediately available funds its ratable share of the amount of all such Swing Line Loans (based on such Lender’s Pro Rata Share of the Revolving Credit Commitments), plus accrued and unpaid interest calculated on such Pro Rata Share of such principal amount at a rate per annum equal to the Prime Rate plus Applicable Margin. Following such advance by each Lender to First Bank of its Pro Rata Share of any such Swing Line Loans pursuant to the preceding sentence, each such Lender shall thereafter receive its Pro Rata Share of all principal payments, interest payments, fees and other amounts due with respect to such Swing Line Loans as and when paid by Borrowers to First Bank hereunder. Such Swing Line Loans shall thereafter be evidenced

by the Revolving Credit Notes of each of the Lender(s). First Bank agrees that, during the continuance of any Default, it will not make any Swing Line Loan to any of the Borrowers (provided First Bank has received notice in writing of such Event of Default from any Borrower, any other Lender or otherwise) without the prior written consent of the Required Lenders.

     3.12 Sharing of Payments. The Lenders agree among themselves that, in the event that any Lender shall directly or indirectly obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, banker’s lien or counterclaim, through the realization, collection, sale or liquidation of any collateral or otherwise) on account of or in respect of any of the Loans or any of the other Borrowers’ Obligations in excess of its Pro Rata Share of all such payments, such Lenders shall immediately purchase from the other Lenders participations in the Loans or other Borrowers’ Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that the Lenders share such payment rateably in accordance with their respective Pro Rata Shares of the outstanding Loans and other Borrowers’ Obligations. The Lenders further agree among themselves that if any such excess payment to a Lender shall be rescinded or must otherwise be restored, the other Lenders which shall have shared the benefit of such payment shall, by repurchase of participation theretofore sold, or otherwise, return its share of that benefit to the Lender whose payment shall have been rescinded or otherwise restored. Borrowers agree that any Lenders so purchasing a participation in the Loans or other Borrowers’ Obligations to the other Lenders may exercise all rights of setoff, banker’s lien and/or counterclaim as fully as if such Lenders were a holder of such Loan or other Borrowers’ Obligations in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Lender receives a secured claim in lieu of a setoff to which this Section 3.12 would apply, such Lenders shall, to the extent practicable, exercise their rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.12 to share in the benefits of any recovery of such secured claim.

SECTION 4. PRECONDITIONS TO LOANS AND LETTERS OF CREDIT.

     4.1 Initial Revolving Credit Loan or Letter of Credit. Notwithstanding any provision contained herein to the contrary, Lenders shall have no obligation to make any Loan hereunder, and First Bank shall have no obligation to issue any Letter of Credit, unless Agent shall have received no later than June 29, 2006 the following:

          (a) This Agreement and the Notes, each executed by a duly authorized officer of each of the Borrowers;

          (b) The Security Agreements, financing statements and such other documents as Agent or the Lenders may reasonably require, each executed by a duly authorized officer of the applicable Borrowers;

          (c) The Amendment to Deed of Trust (which must be in form and substance satisfactory to Agent and the Lenders) and such other documents as Agent or the Lenders may reasonably require in connection with the existing Deed of Trust on Virbac’s Fort Worth, Texas real property and improvements, all executed and delivered by a duly authorized officer of Virbac;

          (d) The Amendment to Deed of Trust (which must be in form and substance satisfactory to Agent and the Lenders) and such other documents as Agent or the Lenders may reasonably require in connection with the existing Deed of Trust on PM Resources’ St. Louis County, Missouri real property and improvements, all executed and delivered by a duly authorized officer of PM Resources;

          (e) The Amendment to Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to Agent and the Lenders) and such other documents as Agent or the Lenders may reasonably require in connection therewith, all executed and delivered by a duly authorized officer of Virbac;

          (f) The Amendment to Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to Agent and the Lenders) and such other documents as Agent or the Lenders may reasonably require in connection therewith, all executed and delivered by a duly authorized officer of Virbac AH;

          (g) The Patent, Trademark and License Security Agreement (which must be in form and substance satisfactory to Agent and the Lenders) and such other documents as Agent or the Lenders may reasonably require in connection therewith, all executed and delivered by a duly authorized officer of St. ▇▇▇;

          (h) The Pledge Agreements of Borrowers, respectively executed and delivered by a duly authorized officer of each of Virbac and Virbac AH;

          (i) A Subordination Agreement (in form and substance satisfactory to Agent and each of the Lenders) executed and delivered by a duly authorized officer of each of Virbac S. A.;

          (j) The policies or certificates of insurance required by Section 6.1(n) herein;

          (k) The financial statements required by Section 5.4 herein, together with such other information that Agent and the Lenders may reasonably request to confirm the tax, legal and business assumptions made in such pro forma financial statements;

          (l) A compliance certificate of an Authorized Officer of each of the Borrowers in substantially the form attached hereto as Exhibit D, evidencing that Borrowers, as of the date hereof, have a Consolidated Net Worth of not less than $24,000,000.00, and a ratio of Consolidated EBITDA for the four quarter period ending as of the fiscal quarter ended March 31, 2006 to Consolidated Debt Service determined as of the date hereof, of at least 1.15 to 1.0;

          (m) A copy of resolutions of the Boards of Directors of each of the respective Borrowers, duly adopted, which authorize the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents to be executed by each such Borrower, certified by the President and Secretary of each such Borrower;

          (n) Copies of the Certificate of Incorporation of Virbac, including any amendments thereto, certified by the Secretary of State of the State of Delaware;

          (o) Copies of the Articles of Incorporation of PM Resources, including any amendments thereto, certified by the Secretary of State of the State of Missouri;

          (p) Copies of the Articles of Incorporation of St. ▇▇▇, including any amendments thereto, certified by the Secretary of State of the State of California;

          (q) Copies of the Certificate of Incorporation of Virbac AH, including any amendments thereto, certified by the Secretary of State of the State of Delaware;

          (r) Copies of the Articles of Incorporation of Francodex, including any amendments thereto, certified by the Secretary of State of the State of Kansas;

          (s) Copies of the Articles of Incorporation of Delmarva, including any amendments thereto, certified by the Secretary of State of the State of Virginia;

          (t) A copy of the Bylaws of each of the Borrowers, including amendments thereto, certified by the President and Secretary of each such Borrower;

          (u) Incumbency certificates, executed by the President and Secretary of each of the Borrowers, which shall identify by name and title and bear the signatures of all of the officers of each such Borrower executing any of the Transaction Documents;

          (v) A certificate of good standing of Virbac issued by the Secretary of State of the State of Delaware;

          (w) A certificate of good standing of PM Resources issued by the Secretary of State of the State of Missouri;

          (x) A certificate of good standing of St. ▇▇▇ issued by the Secretary of State of the State of California;

          (y) A certificate of good standing of Virbac AH issued by the Secretary of State of the State of Delaware;

          (z) A certificate of good standing of Francodex issued by the Secretary of State of the State of Kansas;

          (aa) A certificate of good standing of Delmarva issued by the Secretary of State of the State of Virginia;

          (bb) A copy of resolutions of the Board of Directors of Virbac S. A., duly adopted, which authorize the execution, delivery and performance of the Subordination Agreement and any other Transaction Documents to be executed by Virbac S. A., certified by the Secretary or President of Virbac S. A.;

          (cc) Copies of the Registration in the Registre du Commerce et Des Sociétés (Articles of Incorporation) of Virbac S. A., including any amendments thereto, certified by the Register of Commerce and Corporations;

          (dd) A copy of Virbac S. A.’s Statuts (Bylaws), including amendments thereto, certified by the Secretary or President of Virbac S. A.;

          (ee) An incumbency certificate, executed by the President and Secretary or Assistant Secretary of Virbac S. A., which shall identify by name and title and bear the signatures of all of the officers of Virbac S. A. executing the Subordination Agreement or any of the other Transaction Documents;

          (ff) Such UCC search results and other lien search results as Agent or any of the Lenders may require in order to determine to its satisfaction that when perfected, its liens and security interests in the Collateral shall be first and prior liens in all such Collateral;

          (gg) Payment of Agent’s costs and expenses incurred herewith as required under Section 9.3 herein;

          (hh) The initial Borrowing Base Certificate required by Section 3.1(b);

          (ii) The Borrowing Notice required by Section 3.2(a); and

          (jj) if such Loan is a Swing Line Loan, the Swing Line Borrowing Notice required by Section 3.2(b);

          (kk) Such other agreements, documents, instruments and certificates as Agent or Lenders may reasonably request.

     4.2 All Loans and Letters of Credit. Notwithstanding any provision contained herein to the contrary, Lenders shall have no obligation to make any Revolving Credit Loan hereunder, and First Bank shall have no obligation to make any Swing Line Loan hereunder or to issue any Letter of Credit under any Letter of Credit Application, unless:

          (a) Agent and each of the Lenders shall have received a current Borrowing Base Certificate as required by Section 3.1(b);

          (b) Agent shall have received a Borrowing Notice or a Swing Line Borrowing Notice for such Loan as required by Section 3.2, or the Letter of Credit Application as required by Section 3.3;

          (c) On the date of and immediately after such Loan or Letter of Credit issuance, no Default or Event of Default under this Agreement shall have occurred and be continuing; and

          (d) On the date of and immediately after such Loan or Letter of Credit issuance, no Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; and

          (e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the date of such Loan or Letter of Credit issuance as if made on the date of such Loan or the issuance date of such Letter of Credit, as the case may be, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date, and provided that for purposes of this Section 4.2(e), the representations and warranties made by Borrowers in Section 5.4 shall be deemed to refer to the most recent annual and interim financial statements of Borrowers delivered to the Agent and Lenders pursuant to Section 6.1(a).

     Each request for a Loan or application for a Letter of Credit by the Borrowers hereunder shall be deemed to be a representation and warranty by the Borrowers on the date of such Loan or Letter of Credit issuance as to the facts specified in clauses (c), (d) and (e) of this Section 4.2.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

     Borrowers represent and warrant to Agent and Lenders that:

     5.1 Existence and Power. Each of the Borrowers: (a) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) has all requisite corporate power and all governmental and regulatory licenses, authorizations, consents and approvals required to carry on its business as now conducted except such licenses, authorizations, consents and approvals the failure to have would not have a Material Adverse Effect; and (c) is duly qualified to do business in all jurisdictions in which the nature of the business conducted by such Borrower makes such qualification necessary and where failure to so qualify would have a Material Adverse Effect.

     5.2 Authorization. The execution, delivery and performance by the Borrowers of this Agreement, the Notes and the other Transaction Documents to which they are parties are within the corporate powers of each of the Borrowers, and have been duly authorized by all necessary action of the shareholders and/or boards of directors of said Borrowers.

     5.3 Binding Effect. This Agreement, the Notes and the other Transaction Documents to which they are parties have been duly executed and delivered by the Borrowers and constitute the legal, valid and binding obligations of the Borrowers enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights in general, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

     5.4 Financial Statements. The Borrowers have furnished Agent and the Lenders with the following financial statements, certified by an Authorized Officer of each of the Borrowers: (1) the audited consolidated balance sheets and corresponding consolidated statements of income, retained earnings and cash flows of the Borrowers for Borrowers’ fiscal year ended December 31, 2005 and for each of the three preceding fiscal years, all audited by the independent certified public accountants of Borrowers, which financial statements have been prepared in accordance with GAAP; and (2) an unaudited consolidated balance sheet and consolidated statements of income, retained earnings and cash flows of the Borrowers as of April 30, 2006, certified by an Authorized Officer of each of the Borrowers as being true, correct and complete in all material respects and as being prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes). The Borrowers further represent and warrant to Agent and each of the Lenders that: (a) said balance sheets and their accompanying notes fairly present the condition of the Borrowers as of the dates thereof; (b) there has been no Material Adverse Effect since December 31, 2005; and (c) none of the Borrowers has any material direct or contingent liabilities which are not disclosed on said financial statements (to the extent such disclosure is required by GAAP).

     5.5 Litigation. Except as disclosed on Schedule 5.5 attached hereto, there is no action or proceeding pending or, to the knowledge of Borrowers, threatened against any of the Borrowers or any Subsidiary of any of the Borrowers before any court, arbitrator or any governmental, regulatory or administrative body, agency or official as to which there exists a reasonable possibility of an adverse determination and which determination could reasonably be expected to result in a Material Adverse Effect, and none of the Borrowers nor any Subsidiary of any of the Borrowers is in default with respect to any order, writ, injunction, decision or decree of any court, arbitrator or any governmental, regulatory or administrative body, agency or official, a default under which could reasonably be expected to have a Material Adverse Effect.

     5.6 Pension and Welfare Plans. Each Pension Plan complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; none of the Borrowers nor any ERISA Affiliate nor any Subsidiary of any of the Borrowers has withdrawn from any Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by any of the Borrowers, any ERISA Affiliate or any Subsidiary of any of the Borrowers to terminate any Pension Plan; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by any of the Borrowers, any ERISA Affiliate or any Subsidiary of any of the Borrowers of any material liability, fine or penalty; and none of the Borrowers nor any ERISA Affiliate nor any Subsidiary of Borrowers is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Except as disclosed on Schedule 5.6 attached hereto, none of the Borrowers nor any Subsidiary of any of the Borrowers has any contingent liability with respect to any “employee welfare benefit plan”, as such term is defined in Section 3(a) of ERISA, which covers retired employees and their beneficiaries, other than as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

     5.7 Tax Returns and Payment. The Borrowers and each Subsidiary of the Borrowers has filed all federal, state and local income tax returns and all other tax returns which are required to be filed and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Borrowers or any Subsidiary of the Borrowers, except for the filing of such returns, if any, in respect of which an extension of time for filing is in effect and except for such taxes, if any, as are being contested in good faith by appropriate proceedings being diligently conducted and as to which adequate reserves in accordance with GAAP have been provided. The charges, accruals and reserves on the books of the Borrowers and each Subsidiary of the Borrowers in respect of any taxes or other governmental charges are, in the opinion of the Borrowers, adequate.

     5.8 Subsidiaries. None of the Borrowers has any Subsidiaries other than as identified on Schedule 5.8 attached hereto, as the same may from time to time be amended, modified or supplemented as provided herein. Schedule 5.8 attached hereto correctly sets forth, for each Subsidiary, the number of shares of each class of capital stock, membership interests or other equity interests authorized for such Subsidiary, the number of outstanding and the percentage of the outstanding shares of each such class owned, directly or indirectly, by one or more of the Borrowers or one or more of their other Subsidiaries. All of the issued and outstanding capital stock, membership interests or other equity interests of each Subsidiary is duly authorized, validly issued and fully paid and nonassessable. Except as disclosed on Schedule 5.8 attached hereto, none of the Borrowers nor any Subsidiary, individually or collectively, owns or holds, directly or indirectly, any capital stock of or membership interest or other equity interest in any corporation, partnership, limited liability company or other entity other than Borrowers’ Subsidiaries. Borrowers may at any time amend, modify or supplement Schedule 5.8 by notifying Agent and the Lenders in writing of any changes thereto, including any formation, acquisition, merger or liquidation of any Subsidiary or any change in the capitalization of any Subsidiary, in each case, in accordance with the terms of this Agreement, and thereby the representations and warranties contained in this Section 5.8 shall be amended accordingly so long as such amendment, modification or supplement is made within thirty (30) days after the occurrence of any such changes in the facts stated therein and that such changes reflect transactions that are permitted under this Agreement.

     5.9 Compliance With Other Instruments; None Burdensome. As of the date of this Agreement, none of the Borrowers nor any Subsidiary of any of the Borrowers is a party to any contract or agreement or subject to any charter or other organizational restriction which could reasonably be

expected to have a Material Adverse Effect and which is not disclosed on Borrowers’ financial statements heretofore submitted to Agent and the Lenders. None of the execution and delivery by Borrowers of the Transaction Documents, the consummation of the transactions therein contemplated or the compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on any of the Borrowers, or any of the provisions of Virbac’s Certificate of Incorporation or Bylaws, of St. JON’s Articles of Incorporation or Bylaws, PM Resources’ Articles of Incorporation or Bylaws, Virbac AH’s Certificate of Incorporation or Bylaws, of Francodex’s Articles of Incorporation or Bylaws or Delmarva’s Articles of Incorporation or Bylaws, or any of the provisions of any indenture, agreement, document, instrument or undertaking to which any of the Borrowers is a party or subject, or by which it or its Property is bound, or conflict with or constitute a default thereunder or result in the creation or imposition of any Lien pursuant to the terms of any such indenture, agreement, document, instrument or undertaking (other than in favor of Agent for the benefit of the Lenders pursuant to the Transaction Documents). No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents, except for those which have been obtained prior to the date hereof.

     5.10 Other Loans and Guarantees. Except as disclosed on Schedule 5.10 attached hereto, neither the Borrowers nor any Subsidiary of the Borrowers is a party to any loan transaction or Guarantee. Borrowers may at any time amend, modify or supplement Schedule 5.10 by notifying Agent and the Lenders in writing of any changes thereto, and thereby the representations and warranties contained in this Section 5.10 shall be amended accordingly so long as such amendment, modification or supplement is made within thirty (30) days after the occurrence of any such changes in the facts stated therein and that such changes reflect transactions that are permitted under this Agreement.

     5.11 Title to Property. The Borrowers, and each Subsidiary of the Borrowers, is the sole and absolute owner of, or has the legal right to use and occupy, all Property it claims to own or which is necessary for the Borrowers or such Subsidiary of the Borrowers to conduct its business. Neither the Borrowers nor any Subsidiary of the Borrowers has granted or permitted any Liens with respect to any of its Property or has any knowledge of any Liens with respect to any of its Property, except in favor of Agent for the benefit of Lenders or as otherwise disclosed on Schedule 5.11 attached hereto and except for Permitted Liens.

     5.12 Multi-Employer Pension Plan Amendments Act of 1980. Except as disclosed on Schedule 5.12 attached hereto, neither the Borrowers nor any Subsidiary of the Borrowers is a party to any Multiemployer Plan.

     5.13 Patents, Licenses, Trademarks, Etc. Each of the Borrowers, and each Subsidiary of the Borrowers, possesses (or are licensed or otherwise have the right to use) all necessary patents, licenses, trademarks, trademark rights, trade names, trade name rights and copyrights to conduct its business as presently being conducted without any known conflict with any patent, license, trademark, trade name or copyright of any other Person. All such federally registered patents, trademarks, and copyrights and any licenses of any such items owned or held by Borrowers are set forth on Schedule 5.13 attached hereto.

     5.14 Environmental and Safety and Health Matters. Except as disclosed on Schedule 5.14 attached hereto, and except as could not, individually or in the aggregate, reasonably be expected to have a material negative impact on the environmental condition of the Property(s) or the operations of the Borrowers or any Subsidiary of the Borrowers : (i) the operations of the Borrowers and each Subsidiary of the Borrowers comply with (A) all applicable Environmental Laws and (B) all applicable

Occupational Safety and Health Laws; (ii) none of the operations of the Borrowers or any Subsidiary of the Borrowers is subject to any pending or, to the knowledge of the Borrowers or any Subsidiary of the Borrowers, any threatened judicial, governmental, regulatory or administrative proceeding alleging the violation of any Environmental Law or Occupational Safety and Health Law; (iii) to the knowledge of the Borrowers and each Subsidiary, none of the operations of the Borrowers or any Subsidiary of the Borrowers is the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to (A) any spillage, disposal or release into the environment of any Hazardous Material, or (B) any violation of applicable Environmental Laws or applicable Occupational Safety and Health Laws at any premises of the Borrowers or such Subsidiary of the Borrowers; (iv) neither the Borrowers nor any Subsidiary of the Borrowers has filed any notice under any Environmental Law or Occupational Safety and Health Law indicating or reporting (A) any past or present spillage or release into the environment of any Hazardous Material or (B) any violation of applicable Environmental Laws or applicable Occupational Safety and Health Laws at any premises of the Borrowers or such Subsidiary of the Borrowers; and (v) neither the Borrowers nor any Subsidiary of the Borrowers has any known contingent liability in connection with (A) any spillage, disposal or release into the environment of any Hazardous Material or (B) any violation of applicable Environmental Laws or applicable Occupational Safety and Health Laws at any premises of the Borrowers or such Subsidiary of the Borrowers.

     5.15 Investments. None of the Borrowers nor any Subsidiary has any Restricted Investments.

     5.16 Labor Matters. None of the Borrowers nor any Subsidiary is a party to any labor dispute which could reasonably be expected to have a Material Adverse Effect. There are no strikes or walkouts relating to any labor contract to which any Borrower or any Subsidiary is subject. Hours worked and payments made to the employees of Borrowers and their Subsidiaries have not been in violation of (a) the Fair Labor Standards Act or (b) any other applicable law dealing with such matters, the violation of which could reasonably be expected to have a Material Adverse Effect. All payments due from any Borrower or any Subsidiary, or for which any claim may be made against any of them, in respect of wages, employee health and welfare insurance and/or other benefits have been paid or accrued as a liability on their respective books.

     5.17 Regulation U. None of the Borrowers is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of The Board of Governors of the Federal Reserve System, as amended) and no part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately (i) to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock, or to refund or repay indebtedness originally incurred for such purpose or (ii) for any purpose which entails a violation of, or which is inconsistent with, the provisions of any of the Regulations of The Board of Governors of the Federal Reserve System, including, without limitation, Regulations U, T or X thereof, as amended. If requested by Agent, Borrowers shall furnish to Agent a statement or statements in conformity with the requirements of Federal Reserve Form U-1 referred to in Regulation U.

     5.18 Investment Company Act of 1940; Public Utility Holding Company Act of 1935. None of the Borrowers is an “investment company” as that term is defined in, or is otherwise subject to regulation under, the Investment Company Act of 1940, as amended. None of the Borrowers is a “holding company” as that term is defined in, or is otherwise subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

SECTION 6. COVENANTS.

     6.1 Affirmative Covenants of the Borrowers. The Borrowers covenant and agree that, so long as Lenders have any obligation to make any Loan hereunder or any of the Borrowers’ Obligations remain unpaid or any Letter of Credit remains outstanding:

     (a) Information. The Borrowers will deliver to Agent and each of the Lenders:

     (i) As soon as available and in any event within one hundred five (105) days after the end of each fiscal year of Borrowers, the consolidated balance sheets of Borrowers and their Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, retained earnings and cash flows for such fiscal year, and setting forth in each case, in comparative form, the figures for the previous fiscal year, all such financial statements to be prepared in accordance with GAAP and audited by and accompanied by the unqualified opinion of independent certified public accountants of nationally recognized standing selected by Borrowers and reasonably acceptable to the Required Lenders, together with (i) a certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual audit report, such accountants have not become aware of any Default or Event of Default that has occurred and is continuing, or, if such accountants have become aware of any such event, describing it and the steps, if any, being taken to cure it and (ii) the computations of such accountants evidencing Borrowers’ compliance with the financial covenants contained in this Agreement;

     (ii) As soon as available and in any event on or before the last day of each month, the consolidated balance sheet of the Borrowers and their respective Consolidated Subsidiaries as of the end of the immediately preceding month and the related consolidated statements of income, retained earnings and cash flows for such immediately preceding month and for the portion of each such Borrower’s fiscal year ended at the end of such immediately preceding month, and setting forth in each case in comparative form, the figures for the corresponding fiscal month and the corresponding portion of each such Borrower’s previous fiscal year, all certified as to fairness of presentation, GAAP (subject to normal year-end adjustments), consistency, completeness and correctness by the principal financial officer of each such Borrower;

     (iii) Simultaneously with the delivery of each set of financial statements referred to in Section 6.1(a)(i) above and simultaneously with the delivery of each set of financial statements referred to in Sections 6.1(a)(ii) above for the last fiscal month of a fiscal quarter of Borrowers, a certificate of the principal financial officers of Borrowers in the form attached hereto as Exhibit D and incorporated herein by reference, accompanied by supporting financial work sheets where appropriate, (A) evidencing Borrowers’ compliance with the financial covenants contained in Section 6.1(o) of this Agreement, (B) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default then exists, setting forth the details thereof and the action which Borrowers are taking or proposes to take with respect thereto and (C) certifying that all of the representations and warranties of Borrowers and/or any other Obligor contained in this Agreement and/or in any of the other Transaction Documents are true and correct in all material respects on and as of the date of such certificate as if made on and as of the date of such certificate;

     (iv) On or before the last day of each month, the Borrowing Base Certificate dated as of the last day of the immediately preceding month, as required pursuant to Section 3.1(b) hereof, together with: (A) an Accounts trial balance of Borrowers and their Consolidated Subsidiaries as of such immediately preceding month-end indicating which Accounts are up to 30, 31 to 60, 61 to 90 and 91 days or more past the invoice date and including, if requested by the Agent, a listing of the names and addresses of all applicable Account Debtors, (B) a summary of accounts payable of Borrowers and their Consolidated Subsidiaries showing which accounts payable are current, up to 30, 31 to 60, 61 to 90 and 91 days or more past due, with contra accounts identified therein, and including, if requested by the Agent, a listing of the names and addresses of applicable creditors, (C) an Inventory listing, with obsolete, packaging and offsite inventory noted thereon, (D) a listing of all foreign account debtors, (E) a listing of all Accounts for which the Account Debtor is an Affiliate of one or more of the Borrowers, (F) any other additional schedules necessary to compute the Borrowing Base which may be required by the Agent or the Required Lenders, (G) if requested by Agent or the Required Lenders, a schedule of the current outstanding orders of the ten largest customers of the Borrowers as of the preceding month-end, and (H) a schedule of the preceding month’s gross sales and net sales (after discounts and other incentives) to each customer of the Borrowers, all in form and detail reasonably satisfactory to Agent and the Required Lenders and certified as being true, correct and complete by the President or the chief financial officer of the Borrowers;

     (v) by email to the email address of Agent and each Lender specified on the signature pages hereof, on or before the last day of each month, commencing with the next such delivery on June 30, 2006 for the month of July, 2006, a cash budget for Borrowers for the following fiscal month, setting forth Borrowers’ projections based upon the best estimates available to Borrowers as to the anticipated cash receipts and cash disbursements of Borrowers as well as the anticipated repayments of the outstanding loans under this Agreement and the Notes, certified to Agent and the Lenders by the President or Chief Financial Officer of the Borrowers as to fairness of assumptions made and form of presentation;

     (vi) Promptly upon receipt thereof, any reports submitted to any of the Borrowers or any Consolidated Subsidiary of any of the Borrowers (other than reports previously delivered pursuant to Sections 6.1(a)(i) and (ii) above) by independent accountants in connection with any annual, interim or special audit made by them of the books of any of the Borrowers or any Consolidated Subsidiary of any of the Borrowers;

     (vii) Promptly upon any filing thereof, and in any event within ten (10) days after the filing thereof, notification of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or interim reports which Virbac or any of the other Borrowers shall file with the Securities and Exchange Commission;

     (viii) Promptly upon the mailing thereof to the shareholders of any of the Borrowers generally, and in any event within ten (10) days after such mailing, copies of all financial statements, reports, proxy statements and other material information so mailed;

     (ix) As soon as available and in any event as of the day prior to the beginning of each fiscal year of Borrowers, the consolidated balance sheet, income statement and

cash flow projections for Borrowers and their Subsidiaries for such fiscal year on a month-by-month basis, all in form and detail reasonably acceptable to the Required Lenders; and

     (x) With reasonable promptness, such further information regarding the business, affairs and financial condition of any of the Borrowers or any Subsidiary of any of the Borrowers as Agent or any of the Lenders may from time to time reasonably request.

     Agent and each of the Lenders are hereby authorized to deliver a copy of any financial statement or other information made available by the Borrowers to any regulatory authority having jurisdiction over Agent or any such Lender, pursuant to any request therefor.

          (b) Payment of Indebtedness. Each of the Borrowers and each Subsidiary of any of the Borrowers will (i) pay any and all Indebtedness payable or guaranteed by such Borrower or such Subsidiary of such Borrower, as the case may be, and any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in accordance with the agreement, document or instrument relating to such Indebtedness or Guarantee and (ii) faithfully perform, observe and discharge all covenants, conditions and obligations which are imposed upon such Borrower or such Subsidiary of such Borrower, as the case may be, by any and all agreements, documents and instruments evidencing, securing or otherwise relating to such Indebtedness or Guarantee.

          (c) Consultations and Inspections. Each of the Borrowers will permit, and will cause each Subsidiary of any such Borrower to permit, Agent or any of the Lenders (and any of Agent’s officers, employees or other Persons appointed by Agent or any of the Lenders to whom Borrowers do not reasonably object) to discuss the affairs, finances and accounts of Borrowers and each Subsidiary of any of the Borrowers with the officers of each such Borrower and each Subsidiary of any of the Borrowers and their independent public accountants, all at such reasonable times and as often as Agent or any Lender may reasonably request. Each of the Borrowers will also permit, and will cause each Subsidiary of any such Borrower to permit, inspection of its Properties, books and records by Agent or any of the Lenders during normal business hours or at other reasonable times, including, without limitation, the performance of a field audit of the Borrowers and their Subsidiaries and all Collateral and Third Party Collateral not less often than twice each year upon reasonable prior notice to Borrowers, which field audits shall be performed by an auditing firm selected by the Agent. Borrowers jointly and severally agree to pay Agent, on demand, audit fees in connection with any field audits or inspections conducted by or on behalf of the Agent and the Lenders of any Collateral or the Borrowers’ operations or business at the rates established from time to time by the Agent as its audit fees, together with all actual out-of-pocket costs and expenses incurred in conducting any such audit or inspection. Borrower will reimburse Agent and each of the Lenders upon demand for all other reasonable costs and expenses incurred by Agent or any such Lender in connection with any inspection conducted by Agent or any such Lender while any Default or Event of Default under this Agreement has occurred and is continuing. The Borrower irrevocably authorizes Agent and each of the Lenders to communicate directly with its independent public accountants and irrevocably authorizes and directs such accountants to disclose to Agent or any such Lender any and all information with respect to the business and financial condition of the Borrower and each Subsidiary as Agent or any such Lender may from time to time reasonably request in writing.

          (d) Payment of Taxes. Each of the Borrowers will, and they will cause each Subsidiary of any such Borrower to, duly file all Federal, state and local income tax returns and all other tax returns and reports of such Borrower or such Subsidiary, as the case may be, which are required to be filed and duly pay and discharge promptly all taxes, assessments and other governmental charges imposed upon them or any of their Property; provided, however, that none of the Borrowers nor any Subsidiary shall be

required to pay any such tax, assessment or other governmental charge the payment of which is being contested in good faith and by appropriate proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been provided, except that Borrowers or such Subsidiaries, as the case may be, shall pay or cause to be paid all such taxes, assessments and governmental charges forthwith upon the commencement of proceedings to foreclose any Lien which is attached as security therefor, unless such foreclosure is stayed by the filing of an appropriate bond in a manner reasonably satisfactory to Agent and the Required Lenders.

          (e) Payment of Claims. Each of the Borrowers will, and they will cause each Subsidiary of any such Borrower to, promptly pay and discharge (i) all trade accounts payable and normal accruals in accordance with its usual and customary business practices as in effect on the date of this Agreement (but in no event later than thirty (30) days after the due date thereof) and (ii) all claims for work, labor or materials which if unpaid could become a Lien upon any of their Property; provided, however, that none of the Borrowers nor any such Subsidiary shall be required to pay any such trade account payable, accrual or claim the payment of which is being contested in good faith and by appropriate proceedings being diligently conducted and for which adequate reserves in accordance with GAAP have been provided, except that Borrowers or such Subsidiaries, as the case may be, shall pay or cause to be paid all such trade accounts payable, accruals and claims forthwith upon the commencement of proceedings to foreclose any Lien which is attached as security therefor, unless such foreclosure is stayed by the filing of an appropriate bond in a manner reasonably satisfactory to Agent and the Required Lenders.

          (f) Existence. Each of the Borrowers will, and they will cause each Subsidiary of any such Borrower to, do all things necessary to (i) preserve and keep in full force and effect at all times its corporate, limited liability company or other existence and all permits, licenses, franchises and other rights material to its business and (ii) be duly qualified to do business and be in good standing in all jurisdictions where the nature of its business or its ownership of Property requires such qualification except for those jurisdictions in which the failure to qualify or be in good standing could not reasonably be expected to have a Material Adverse Effect.

          (g) Maintenance of Property. Each of the Borrowers will, and they will cause each Subsidiary of any such Borrower to, at all times, preserve and maintain all of the Property used or useful in the conduct of its business in good condition, working order and repair, ordinary wear and tear excepted.

          (h) Compliance with Laws, Regulations, Etc. Each of the Borrowers will, and they will cause each Subsidiary of any such Borrower to, comply with any and all laws, ordinances and governmental and regulatory rules and regulations to which such Borrower or such Subsidiary, as the case may be, is subject (including, without limitation, all Occupational Safety and Health Laws and all Environmental Laws) and obtain any and all licenses, permits, franchises and other governmental and regulatory authorizations necessary to the ownership of its Properties or to the conduct of its business, which violation or failure to obtain could reasonably be expected to have a Material Adverse Effect.

          (i) Accountant. Borrowers will give Agent and the Lenders prompt notice of any change of Borrowers’ independent certified public accountants and a statement of the reasons for such change. Borrowers shall at all times utilize independent certified public accountants reasonably acceptable to Agent and the Required Lenders.

          (j) ERISA Compliance. If any Borrower, any Subsidiary or any ERISA Affiliate shall have any Pension Plan, such Borrower, such Subsidiary or such ERISA Affiliate, as the case may be, shall comply with all requirements of ERISA relating to such Pension Plan. Without limiting the generality of

the foregoing, Borrowers will not, and they will not cause or permit any Subsidiary or any ERISA Affiliate to:

     (i) permit any Pension Plan maintained by any Borrower, any Subsidiary or any ERISA Affiliate to engage in any nonexempt “prohibited transaction,” as such term is defined in Section 4975 of the Code;

     (ii) permit any Pension Plan maintained by any Borrower, any Subsidiary or any ERISA Affiliate to incur any “accumulated funding deficiency”, as such term is defined in Section 302 of ERISA, 29 U.S.C. § 1082, whether or not waived;

     (iii) terminate any Pension Plan in a manner which could result in the imposition of a Lien on any Property of any Borrower, any Subsidiary or any ERISA Affiliate pursuant to Section 4068 of ERISA, 29 U.S.C. § 1368; or

     (iv) take any action which would constitute a complete or partial withdrawal from a Multi-Employer Plan within the meaning of Sections 4203 or 4205 of Title IV of ERISA.

     Notwithstanding any provision contained in this Section 6.1(j) to the contrary, an act by any Borrower or any Subsidiary shall not be deemed to constitute a violation of this Section 6.1(j) unless the Required Lenders determine in good faith that said action, individually or cumulatively with other acts of Borrowers and their Subsidiaries, has or could reasonably be expected to have a Material Adverse Effect.

     Borrowers shall have the affirmative obligation hereunder to report to Agent any of those acts identified in subparagraphs (i) through (iv) hereof, regardless of whether said act does or is likely to cause a significant adverse financial effect upon any of the Borrowers or any Subsidiary of any of the Borrowers, and failure by Borrowers to report such act promptly upon any such Borrower’s becoming aware of the existence thereof shall constitute an Event of Default hereunder.

          (k) Maintenance of Books and Records. The Borrowers and each Subsidiary of the Borrowers will maintain its books and records in accordance with GAAP and in which true, correct and complete entries will be made of all of its dealings and transactions.

          (l) Further Assurances. Borrowers will execute and deliver to Agent, at any time and from time to time, any and all further agreements, documents and instruments, and take any and all further actions which may be required under applicable law, or which Agent or the Required Lenders may from time to time reasonably request, in order to effectuate the transactions contemplated by this Agreement and the other Transaction Documents.

          (m) Environmental Matters. Borrowers shall give Agent and the Lenders prompt written notice of (i) any Environmental Claim or any other action or investigation with respect to the existence or potential existence of any Hazardous Substances instituted or threatened with respect to any Borrower or any Subsidiary or any of the Properties or facilities owned, leased or operated by any Borrower or any Subsidiary which, if determined adversely to any Borrower or any Subsidiary, could reasonably be expected to have a Material Adverse Effect and (ii) any condition or occurrence on any of the Properties or facilities owned, leased or operated by any Borrower or any Subsidiary which constitutes a violation of any Environmental Laws or which gives rise to a reporting obligation or requires removal or remediation under any Environmental Laws. Within ninety (90) days after the giving of any such notice, Borrowers shall deliver to Agent and each of the Lenders Borrowers’ plan with respect to removal or remediation and Borrowers jointly and severally agree to take all action which is reasonably necessary in connection with

such action, investigation, condition or occurrence in accordance with such plan with due diligence and to complete such removal or remediation as promptly as possible and in all events within the time required by any Environmental Laws or any other applicable law, rule or regulation. Borrowers shall promptly provide Agent and the Lenders with copies of all documentation relating thereto, and such other information with respect to environmental matters as Agent or the Required Lenders may request from time to time.

          (n) Insurance. Each of the Borrowers will, and they will cause each Subsidiary of any such Borrower to, insure all of its Property of the character usually insured by Persons engaged in the same or similar businesses similarly situated, against loss or damage of the kind customarily insured against by such Persons, unless higher limits or coverage are reasonably required in writing by the Required Lenders, and carry adequate liability insurance and other insurance of a kind and in an amount generally carried by Persons engaged in the same or similar businesses similarly situated, unless higher limits or coverage are reasonably required in writing by the Required Lenders. All insurance required by this Section 6.1(n) shall be with insurers rated A-XI or better by A.M. Best Company (or accorded a similar rating by another nationally or internationally recognized insurance rating agency of similar standing if A.M. Best Company is not then in the business of rating insurers or rating foreign insurers) or such other insurers as may from time to time be reasonably acceptable to the Required Lenders. All such insurance may be subject to reasonable deductible amounts. UNLESS BORROWERS PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, LENDER MAY PURCHASE INSURANCE AT BORROWERS’ EXPENSE TO PROTECT LENDER’S INTEREST IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT BORROWERS’ INTERESTS. THE COVERAGE THAT LENDER PURCHASES MAY NOT PAY ANY CLAIM THAT BORROWERS MAY MAKE OR ANY CLAIM THAT IS MADE AGAINST BORROWERS IN CONNECTION WITH THE COLLATERAL. BORROWERS MAY LATER CANCEL ANY INSURANCE PURCHASED BY LENDER, BUT ONLY AFTER PROVIDING EVIDENCE THAT BORROWERS HAVE OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS. IF LENDER PURCHASES INSURANCE FOR THE COLLATERAL, BORROWERS WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES LENDER MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE BORROWERS’ OBLIGATIONS. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE BORROWERS MAY BE ABLE TO OBTAIN ON THEIR OWN.

          (o) Financial Covenants. The Borrowers will:

     (i) Minimum Consolidated Net Worth. Maintain a minimum Consolidated Net Worth at all times during the Term hereof of not less than $24,000,000.00;

     (ii) Minimum Consolidated Debt Service Coverage Ratio. Maintain a ratio of Consolidated EBITDA for the four quarter period ending at each quarter-end and fiscal year end during the Term hereof, to Consolidated Debt Service determined as of such fiscal quarter-end and fiscal year-end, of at least 1.15 to 1.0;

     (iii) Deliver a certificate of an Authorized Officer of the Borrowers containing the financial ratio calculations required in clauses (i) and (ii) above simultaneously with the financial statements referred to in Sections 6.1(a)(i) and (ii).

          (p) Notices. Borrowers will notify Agent and the Lenders in writing of any of the following immediately, but not later than three (3) days after any officer of any Borrower obtaining actual knowledge thereof, describing the same and, if applicable, the steps being taken by the Person(s) affected with respect thereto:

     (i) the occurrence of any Default or Event of Default;

     (ii) the occurrence of any default or event of default by any Borrower, any other Obligor or any Subsidiary under any note, indenture, loan agreement, mortgage, deed of trust, security agreement, lease or other similar agreement, document or instrument to which any Borrower, any other Obligor or any Subsidiary, as the case may be, is a party or by which it is bound or to which it is subject;

     (iii) the institution of any litigation, arbitration proceeding or governmental or regulatory proceeding affecting any Borrower, any other Obligor, any Subsidiary, any Collateral or any Third Party Collateral, whether or not considered to be covered by insurance, in which the prayer or claim for relief seeks recovery of an amount in excess of $100,000.00 (or, if no dollar amount is specified in the prayer or claim for relief, in which there is a reasonable likelihood of recovery of an amount in excess of $100,000.00) or any form of equitable relief;

     (iv) the entry of any judgment or decree against any Borrower, any other Obligor or any Subsidiary;

     (v) the occurrence of a Reportable Event with respect to any Pension Plan; the filing of a notice of intent to terminate a Pension Plan by any Borrower, any ERISA Affiliate or any Subsidiary; the institution of proceedings to terminate a Pension Plan by the PBGC or any other Person; the withdrawal in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 and 4205, respectively, of ERISA by any Borrower, any ERISA Affiliate or any Subsidiary from any Multi-Employer Plan; or the incurrence of any material increase in the contingent liability of any Borrower or any Subsidiary with respect to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA which covers retired employees and their beneficiaries;

     (vi) the occurrence of any material adverse change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of any Borrower, any other Obligor or any Subsidiary;

     (vii) any change in the name of any Borrower, any other Obligor or any Subsidiary;

     (viii) any proposed opening, closing or other change of any place of business of any Borrower, any other Obligor or any Subsidiary;

     (ix) any material change in any Borrower’s or any Subsidiary’s line(s) of business;

     (x) receipt of any notice that the operations of any of the Borrowers, any other Obligor or any Subsidiary of any of the Borrowers are not in full compliance with any of the requirements of any applicable Environmental Law or Occupational Safety and Health Law; receipt of notice that any of the Borrowers, any other Obligor or any Subsidiary of any of the Borrowers is subject to any Federal, state or local investigation evaluating whether any remedial action is needed to respond to the release of any Hazardous Materials or any other hazardous or toxic waste, substance or constituent or other substance into the environment; or receipt of notice

that any of the Properties or assets of any of the Borrowers, any other Obligor or any Subsidiary of any of the Borrowers are subject to an “Environmental Lien.” For purposes of this Section 6.1(p)(x), “Environmental Lien” shall mean a Lien in favor of any governmental or regulatory agency, entity, authority or official for (1) any liability under Environmental Laws or (2) damages arising from or costs incurred by any such governmental or regulatory agency, entity, authority or official in response to a release of any Hazardous Materials or any other hazardous or toxic waste, substance or constituent or other substance into the environment;

     (xi) any material change in the senior management of any of the Borrowers or any Subsidiary of any of the Borrowers;

     (xii) the occurrence of any Change of Control Event; and

     (xiii) any notices required to be provided pursuant to other provisions of this Agreement and notice of the occurrence of such other events as Agent or the Required Lenders may from time to time reasonably specify.

          (q) Borrowers’ Bank Accounts. Each Borrower will, and will cause each Subsidiary of any of the Borrowers to, maintain its primary checking, lockbox and operating accounts with First Bank and to use First Bank’s lockbox services for purposes of facilitating the collection of each Borrower’s or any such Subsidiary’s accounts receivable from its customers.

     6.2 Negative Covenants of the Borrowers. The Borrowers covenant and agree that, so long as Lenders have any obligation to make any Loan hereunder or any of the Borrowers’ Obligations remain unpaid or any Letter of Credit remains outstanding, unless the prior written consent of the Required Lenders is obtained:

          (a) Limitation on Indebtedness. None of the Borrowers nor any Subsidiary of any of the Borrowers will incur or be obligated on any Indebtedness, either directly or indirectly, by way of Guarantee, suretyship or otherwise, other than:

     (i) Indebtedness for Borrowers’ Obligations;

     (ii) Unsecured trade accounts payable and normal accruals incurred in the ordinary course of business which are not more than thirty (30) days past due;

     (iii) Indebtedness existing as of the date hereof and listed on Schedule 5.10 attached hereto;

     (iv) Indebtedness for Capital Expenditures and Capitalized Leases permitted under this Agreement in an amount not to exceed $200,000.00 in the aggregate (for Borrowers and all Subsidiaries of any of the Borrowers) at any one time outstanding;

     (v) Subordinated Debt; and

     (vi) Indebtedness not otherwise permitted by this Section 6.2(a) in an amount not to exceed $50,000.00 in the aggregate at any one time outstanding for Borrowers and all Subsidiaries of any of the Borrowers.

          (b) Limitations on Liens. The Borrowers will not create, incur, assume or suffer to exist, and will not cause or permit any Subsidiary of the Borrowers to create, incur, assume or suffer to exist, any Lien on any of its Property, assets or revenues other than Permitted Liens.

          (c) Consolidation, Merger, Sale of Property, Etc..

     (i) Borrower will not, and it will not cause or permit any Subsidiary to, directly or indirectly merge or consolidate with or into any other Person or permit any other Person to merge into or with or consolidate with it, except that Subsidiary Guarantors may merge with each other or into any of the Borrowers, and except that any of the Borrowers or any Subsidiary of any of the Borrowers may merge with or consolidate with any other Person provided that such Borrower or such Subsidiary shall be the surviving entity and no Default or Event of Default shall exist hereunder either prior to or immediately following any such merger or consolidation, and provided further that Borrowers shall have given Agent prompt written notice, but in no event less than twenty (20) days’ prior written notice, of any such merger or consolidation and such Borrower or such Subsidiary shall execute UCC-1 financing statements or other documents reasonably deemed necessary by Agent to perfect and continue Agent’s security interests in the Collateral acquired through any such merger or consolidation.

     (ii) Borrower will not, and will not cause or permit any Subsidiary to, (A) sell, assign, lease, transfer, abandon or otherwise dispose of any of its Property (including, without limitation, any shares of capital stock, membership interests or other equity interests of a Subsidiary owned by Borrower or another Subsidiary) or (B) issue, sell or otherwise dispose of any shares of capital stock, membership interests or other equity interests of any Subsidiary, except for (1) sales of Inventory in the ordinary course of business (which does not include a transfer of Inventory in partial or total satisfaction of any Indebtedness), (2) sales of fixed assets which are obsolete, worn-out or otherwise not used or useable in the ordinary course of its business, so long as the net proceeds thereof are used within ninety (90) days after the date of the sale solely to purchase replacement fixed assets or assets of comparable quality or to pay or prepay (y) in the case of asset sales by Borrower, Debt secured by any Permitted Lien encumbering the assets being sold or the Borrower’s Obligations and (z) in the case of asset sales by a Subsidiary, Debt of such Subsidiary, and (3) PM Resources may sell any portion of the undeveloped St. Louis, Missouri real property owned by PM Resources provided that the greater of (A) seventy-five percent (75%) of the net sales proceeds therefrom or (B) $500,000.00, shall be paid to Agent application against the outstanding Revolving Credit Loans of the Lenders and a corresponding reduction of the Total Revolving Credit Commitment.

          (d) Sale or Discount of Accounts. Borrower will not, and it will not cause or permit any Subsidiary to, sell or discount (other than prompt payment discounts granted in the ordinary course of business) any of its notes or accounts receivable or chattel paper.

          (e) Acquisitions; Subsidiaries. The Borrowers will not, and will not cause or permit any Subsidiary to, make or suffer to exist any Acquisition of any Person if any Default or Event of Default then exists hereunder or any of the other Transaction Documents or if any such Default or Event of Default would result from the completion of any such contemplated Acquisition. If at any time after the date hereof any of the Borrowers shall create or acquire any new Subsidiary, Borrowers shall give Agent and the Lenders fifteen (15) Business Days’ prior written notice thereof, and Borrowers shall cause such Subsidiary to execute promptly a Subsidiary Guaranty of Borrowers’ Obligations in favor of the Agent and the Lenders in form and substance satisfactory to Agent and the Required Lenders and shall cause such new Subsidiary promptly to secure said Subsidiary Guaranty with a first priority perfected

security interest in and lien on all of the accounts, inventory, equipment, documents, instruments, chattel paper, patents, trademarks and other tangible and intangible personal property of such Subsidiary and the proceeds thereof, all pursuant to a Subsidiary Security Agreement and other documentation (including, without limitation, an amendment to this Agreement if requested by the Agent or any Lender) in form and substance reasonably satisfactory to the Required Lenders. Any Borrower owning stock of any such new Subsidiary shall pledge such stock to Agent for the ratable benefit of the Lenders pursuant to a Pledge Agreement in form and substance acceptable to Agent and the Required Lenders. Borrowers further agree to execute or cause any such Subsidiary to execute such amendments to this Agreement and to the other Transaction Documents or such additional agreements as may be required by Agent and the Lenders to satisfy such obligations.

          (f) Fiscal Year. None of the Borrowers nor any Subsidiary of any of the Borrowers will change its fiscal year without the prior written consent of the Required Lenders, which consent will not be unreasonably withheld or delayed.

          (g) Stock Redemptions and Distributions. None of the Borrowers will make or declare or incur any liability to make any Distribution in respect of the capital stock of such Borrower without the prior written consent of the Required Lenders, provided that each wholly-owned Subsidiary shall be permitted to declare and pay cash dividends or distributions on their respective capital stock, membership interests or other equity interests to a Borrower.

          (h) Transactions with Related Parties. Except as set forth on Schedule 6.2(h), none of the Borrowers nor any Subsidiary of any of the Borrowers will, directly or indirectly, engage in any material transaction, in the ordinary course of business or otherwise, with any Affiliate unless such transaction is upon fair market terms, is not disadvantageous in any material respect to any of the Lenders and has been approved by a majority of the disinterested directors of such Borrower or such Subsidiary of any of the Borrowers, as the case may be (or, if none of such directors are disinterested, by a majority of the directors), as being in the best interests of such Borrower or such Subsidiary of any such Borrower, as the case may be. In addition, none of the Borrowers nor any Subsidiary of any of the Borrowers shall (i) transfer any Property or assets to any Affiliate for other than its fair market value or (ii) purchase or sign any agreement to purchase any stock or other securities of any Affiliate (whether debt, equity or otherwise), underwrite or Guarantee the same, or otherwise become obligated with respect thereto. Nothing in this Section 6.2(h) shall prohibit any Borrower or any Subsidiary from granting nonassignable, nonexclusive licenses of its patents and trademarks at less than market value to any of the other Borrowers or other Subsidiaries of any of the Borrowers hereunder.

          (i) Restricted Investments; Advancing or Guaranteeing Credit. None of the Borrowers nor any Subsidiary of any of the Borrowers will, directly or indirectly, make any Restricted Investments. None of the Borrowers nor any Subsidiary of any of the Borrowers will become or be a guarantor or surety of, or otherwise become or be responsible in any manner with respect to, any undertaking of another Person except for (i) endorsements of instruments or items of payment for deposit to the bank account of such Borrower or such Subsidiary, (ii) loans or guaranties of Indebtedness incurred for the benefit of any Borrower or any Subsidiary Guarantor if the primary obligation of such Borrower or such Subsidiary Guarantor is permitted under the definition of Restricted Investment and under Section 6.2(a).

          (j) Limitations on Restrictive Agreements. None of the Borrowers will, and they will not cause or permit any Subsidiary to, enter into, or permit to exist, any agreement with any Person which prohibits or limits the ability of such Borrower or such Subsidiary, as the case may be, to (a) pay dividends or make other distributions or prepay any Indebtedness owed to any Borrower and/or any

Subsidiary, (b) make loans or advances to any Borrower and/or any Subsidiary, (c) transfer any of its Properties to any Borrower and/or any Subsidiary (other than with respect to Property subject to Liens permitted by clauses (g) or (h) of the definition of Permitted Liens) or (d) create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired (other than with respect to Property subject to Liens permitted by clauses (g) or (h) of the definition of Permitted Liens).

          (k) Dissolution or Liquidation. Borrowers will not seek or permit the dissolution or liquidation of any of the Borrowers in whole or in part.

          (l) Change in Nature of Business. None of the Borrowers nor any Subsidiary of any of the Borrowers will make any material change in the general nature of its business and other business reasonably related thereto.

          (m) Pension Plans. None of the Borrowers nor any Subsidiary of any of the Borrowers shall (a) permit any condition to exist in connection with any Pension Plan which might constitute grounds for the PBGC to institute proceedings to have such Pension Plan terminated or a trustee appointed to administer such Pension Plan or (b) engage in, or permit to exist or occur, any other condition, event or transaction with respect to any Pension Plan which could result in the incurrence by any of the Borrowers or any Subsidiary of any of the Borrowers of any liability, fine or penalty which could reasonably be expected to have a Material Adverse Effect.

          (n) Management Fees. None of the Borrowers nor any Subsidiary of any of the Borrowers will pay any management fees or similar fees or payments to any Person other than management fees payable by any such Borrower or any such Subsidiary to any Borrower.

          (o) Subordinated Debt Payments. None of the Borrowers nor any Subsidiary of any of the Borrowers will pay any principal, interest or other amount on or with respect to any Subordinated Debt, except as expressly permitted by the terms of the applicable subordination agreement for such Subordinated Debt.

     6.3 Use of Proceeds.

          (a) Each of the Borrowers agrees that the proceeds of the Loans hereunder will be used solely for such Borrower’s working capital and general company needs and purposes and to refinance Borrowers’ existing Indebtedness;

          (b) None of such proceeds will be used in violation of any applicable law or regulation; and

          (c) no part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately (i) to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock, or to refund or repay indebtedness originally incurred for such purpose or (ii) in violation of the provisions of any of the Regulations of The Board of Governors of the Federal Reserve System, including, without limitation, Regulations U, T or X thereof, as amended.

SECTION 7. EVENTS OF DEFAULT.

     If any of the following (each of the following herein sometimes called an “Event of Default”) shall occur and be continuing:

     7.1 Borrowers shall fail to pay any of the Borrowers’ Obligations as and when the same shall become due and payable, whether by reason of demand, acceleration, mandatory prepayment or otherwise;

     7.2 Any representation or warranty of any of the Borrowers made in this Agreement, in any other Transaction Document or in any certificate, agreement, instrument or statement furnished or made or delivered pursuant hereto or thereto or in connection herewith or therewith, shall prove to have been untrue or incorrect in any material respect when made or deemed made;

     7.3 Borrowers shall fail to perform or observe any term, covenant or provision contained in Section 3.1(b), Section 6.1(a), Section 6.1(c), Section 6.1(o), Section 6.1(p), Section 6.2 or Section 6.3;

     7.4 Borrowers shall fail to perform or observe any other term, covenant or provision contained in this Agreement (other than those otherwise specified in this Section 7) and any such failure shall remain unremedied for fifteen (15) days after the earlier of (i) written notice of default is given to the Borrower Representative by the Agent or any of the Lenders or (ii) any officer of any of the Borrowers obtaining actual knowledge of such default;

     7.5 This Agreement or any of the other Transaction Documents shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability thereof shall be contested or denied by the Borrowers, or if the transactions completed hereunder or thereunder shall be contested by the Borrowers or if the Borrowers shall deny that it has any or further liability or obligation hereunder or thereunder;

     7.6 Borrowers, any Subsidiary of the Borrowers or any other Obligor shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (ii) consent to the institution of, or fail to contravene in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official of itself, himself or herself or of a substantial part of its, his or her Property or assets, (iv) file an answer admitting the material allegations of a petition filed against itself, himself or herself in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its, his or her inability or fail generally to pay its, his or her debts as they become due or (vii) take any corporate or other action for the purpose of effecting any of the foregoing;

     7.7 An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Borrowers, any Subsidiary of the Borrowers or any other Obligor, or of a substantial part of the Property or assets of the Borrowers, any Subsidiary of the Borrowers or any other Obligor, under Title 11 of the United States Code or any other federal, state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official of the Borrowers, any Subsidiary of the Borrowers or any other Obligor or of a substantial part of the Property or assets of the Borrowers, any Subsidiary of the Borrowers or any other Obligor or (iii) the winding-up or liquidation of the Borrowers, any Subsidiary of the Borrowers or any other Obligor; and such proceeding or petition

shall continue undismissed for thirty (30) consecutive days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for thirty (30) consecutive days;

     7.8 Any “Event of Default” (as defined therein) shall occur under or within the meaning of any of the Security Agreements;

     7.9 Any “Event of Default” (as defined therein) shall occur under or within the meaning of any of the Deeds of Trust;

     7.10 Any default or event of default (after expiration of any applicable notice or cure period, if any) shall occur under or within the meaning of the terms of any of the Patent, Trademark and License Security Agreements, or if any of the Patent, Trademark and License Security Agreements shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability thereof shall be contested by or denied by any Borrower executing the same, or if any Borrower shall deny that it has any further liability or obligation thereunder;

     7.11 Any event of default (after expiration of any applicable notice or cure period, if any) shall occur under the terms of any Letter of Credit Application;

     7.12 Any default or event of default (after expiration of any applicable notice or cure period, if any) shall occur under or within the meaning of the terms of any of the Pledge Agreements, or if any of the Pledge Agreements shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability thereof shall be contested by or denied by any Borrower executing the same, or if any Borrower shall deny that it has any further liability or obligation thereunder;

     7.13 Any of the Subsidiary Guaranties shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability thereof shall be contested by or denied by any Subsidiary Guarantor executing the same, or if any Subsidiary Guarantor shall deny that it has any further liability or obligation thereunder;

     7.14 Any “Event of Default” (as defined therein) shall occur under or within the meaning of any Subsidiary Security Agreement;

     7.15 that certain Subordination Agreement dated of even date herewith made by Virbac S. A. in favor of the Agent and the Lenders and acknowledged by the Borrowers (as amended or restated from time to time, the “Subordination Agreement”) shall at any time for any reason cease to be in full force and effect or shall be declared to be null and void by a court of competent jurisdiction, or if the validity or enforceability of the Subordination Agreement shall be contested or denied by Virbac S. A., or if Virbac S. A. shall deny that it has any further liability or obligation under the Subordination Agreement or if any repayment of any of the Subordinated Debt (as defined in such Subordination Agreement) shall occur except to the extent any such repayments constitute “Permitted Payments” (as defined in such Subordination Agreement);

     7.16 Any of the Borrowers, any Subsidiary of any of the Borrowers or any other Obligor shall be declared by Agent or any Lender to be in default on, or pursuant to the terms of, (1) any other present or future obligation to Agent or such Lender, including, without limitation, any other loan, line of credit, revolving credit, guaranty or letter of credit reimbursement obligation, or (2) any other present or future

agreement purporting to convey to Agent a Lien upon any Property or assets of any of the Borrowers, such Subsidiary of any of the Borrowers or such other Obligor, as the case may be;

     7.17 Any of the Borrowers, any Subsidiary of any of the Borrowers or any other Obligor shall fail (and such failure shall not have been cured or waived) to perform or observe any term, provision or condition of, or any other default or event of default shall occur under, any agreement, document or instrument evidencing, securing or otherwise relating to any outstanding Debt of any of the Borrowers, such Subsidiary of any of the Borrowers or such other Obligor, as the case may be (other than Borrowers’ Obligations) in a principal amount in excess of Five Hundred Thousand Dollars ($500,000.00), if the effect of such failure or default is to cause or permit such Debt to be declared to be due and payable or otherwise accelerated, or to be required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof;

     7.18 Any of the Borrowers, any Subsidiary of any of the Borrowers or any other Obligor shall have one or more final judgments entered against it by a court having jurisdiction in the premises, and such judgment(s) shall not be appealed in good faith (and execution of such judgment(s) stayed during such appeal) or satisfied by such Borrower, such Subsidiary of any such Borrowers or such other Obligor, as the case may be, within the time period permitted by applicable law for the filing of an appeal of such judgment(s);

     7.19 The occurrence of a Reportable Event with respect to any Pension Plan; the filing of a notice of intent to terminate a Pension Plan by any Borrower, any ERISA Affiliate or any Subsidiary; the institution of proceedings to terminate a Pension Plan by the PBGC or any other Person; the withdrawal in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 and 4205, respectively, of ERISA by any Borrower, any ERISA Affiliate or any Subsidiary from any Multi-Employer Plan; or the incurrence of any increase in excess of $100,000.00 in the contingent liability of any Borrower or any Subsidiary with respect to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA which covers retired employees and their beneficiaries;

     7.20 The institution by any Borrower, any ERISA Affiliate or any Subsidiary of steps to terminate any Pension Plan if, in order to effectuate such termination, such Borrower, such ERISA Affiliate or such Subsidiary, as the case may be, would be required to make a contribution to such Pension Plan, or would incur a liability or obligation to such Pension Plan, in excess of One Hundred Thousand Dollars ($100,000.00); or the institution by the PBGC of steps to terminate any Pension Plan; or

     7.21 The occurrence of any Change of Control Event;

     THEN, and in each such event (other than an event described in Sections 7.6 or 7.7), Agent may, or if requested in writing by the Required Lenders shall, declare that the obligations of the Lenders to make Loans and of First Bank to issue Letters of Credit under this Agreement have terminated, whereupon such obligations of First Bank and Lenders shall be immediately and forthwith terminated, and Agent may further, or if requested in writing by the Required Lenders shall further, declare on behalf of each of the Lenders that the entire outstanding principal balance of and all accrued and unpaid interest on the Notes and all of the other Borrowers’ Obligations are forthwith due and payable, whereupon all of the unpaid principal balance of and all accrued and unpaid interest on the Notes and all such other Borrowers’ Obligations shall become and be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers, and Agent and the Lenders may exercise any and all other rights and remedies which any of them may have under any of the other Transaction Documents or under applicable law; provided, however, that upon the

occurrence of any event described in Sections 7.6 or 7.7, Lenders’ obligations to make Loans and First Bank’s obligation to issue Letters of Credit under this Agreement shall automatically terminate and the entire outstanding principal balance of and all accrued and unpaid interest on the Notes issued under this Agreement and all other Borrowers’ Obligations shall automatically become immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers, and Agent and the Lenders may exercise any and all other rights and remedies which any of them may have under any of the other Transaction Documents or under applicable law. Following acceleration of Borrowers’ Obligations hereunder as set forth above, Agent may, or if requested in writing by the Required Lenders and provided with the indemnity required under Section 8.6 shall, proceed to enforce any remedy then available to Agent or any of the Lenders under any applicable law, including, without limitation, all rights granted to Agent hereunder, under the Pledge Agreements, the Security Agreements, the Deeds of Trust, the Patent, Trademark and License Security Agreements, any other guaranty of Borrowers’ Obligations or any Letter of Credit Application, and the rights and remedies available to a secured party under the Uniform Commercial Code as in effect in the State of Missouri.

     Upon the occurrence and during the continuance of any Event of Default, Agent on behalf of the Lenders will have the right, in addition to all other rights and remedies available to Agent and the Lenders under this Agreement or under the other Transaction Documents, after oral or written notice is sent to the Borrowers, to take possession of, preserve and care for the Collateral, to execute and/or endorse as the Borrowers’ agent any bills of sale or documents, instruments or chattel paper in or pertaining to the Collateral, to notify Account Debtors and obligors on documents, Accounts and instruments included in the Collateral to make payment directly to Agent, to take control of all of the Borrowers’ cash, to collect and receive funds generated by the Collateral, including proceeds or refunds from insurance, or as a result of claims for the damage, loss, or destruction of the Collateral, and use the same to reduce any part of the obligations. Upon the occurrence and during the continuance of any Event of Default, in addition to all of Agent’s and the Lenders’ other rights and remedies under this Agreement and the other Transaction Documents and whether at law or in equity, the Required Lenders shall have the right, in their sole and absolute discretion, to (a) reduce the amount of the Total Revolving Credit Commitment, (b) create reserves and/or allowances against the unused Total Revolving Credit Commitments, Eligible Accounts and/or Eligible Inventory, and/or (c) reduce the advance rates against Eligible Accounts and/or Eligible Inventory set forth in the definition of the Borrowing Base, and First Bank shall have the right, in its sole and absolute discretion, to reduce the amount of the Swing Line Commitment.

     The Agent shall give notice of a Default to Borrowers promptly upon being requested to do so by any Lender and shall thereupon notify all of the Lenders thereof.

     Following any Default or Event of Default, all payments and other amounts received by Agent and/or any of the Lenders, whether voluntary or involuntary, including but not limited to any proceeds of any collateral, any right of offset or otherwise, shall be shared among the Lenders. Such application shall be made (i) first, to any costs or expenses of Agent or any of the Lenders incurred in connection with the collection of such proceeds, (ii) second, to any accrued and unpaid fees due hereunder or under any of the other Transaction Documents, (iii) third, to any and all accrued and unpaid interest on any of the Loans, (iv) fourth, to collateralize any outstanding Letters of Credit pursuant to Section 3.3(e) herein, and (v) fifth, to the unpaid principal amounts of any of the Loans outstanding hereunder and under the other Transaction Documents, in each case in accordance with the Lenders’ respective Pro Rata Shares of the outstanding amounts thereof.

SECTION 8. THE AGENT

     8.1 Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Notes and the other Transaction Documents as are delegated to the Agent by the terms hereof or thereof, together with all such powers as may be reasonably incidental thereto.

     8.2 Agent and Affiliates. The Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise or refrain from exercising the same as though it were not the Agent, and the Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with any of the Borrowers or any of their respective Subsidiaries or Affiliates as if it were not the Agent hereunder.

     8.3 Action by Agent. The obligations of the Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, the Agent shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided in Section 7. Agent agrees to promptly notify each of the Lenders with respect to any notices received by Agent from Borrowers pursuant to the terms of this Agreement.

     8.4 Consultation with Experts. The Agent may consult with legal counsel, independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or other experts.

     8.5 Liability of Agent. Neither the Agent nor any of its directors, officers, employees, agents or advisors shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the requisite percentage in interest of the Lenders set forth herein or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. Neither the Agent nor any of its directors, officers, employees, agents or advisors shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with this Agreement or any Loan hereunder; (b) the performance or observance of any of the covenants or agreements of any of the Borrowers; (c) the satisfaction of any condition specified in Section 4, except receipt of items required to be delivered to the Agent; or (d) the validity, effectiveness or genuineness of this Agreement, the Notes or any of the other Transaction Documents. The Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, telecopy or similar writing) believed by it to be genuine or to be signed by the proper party or parties.

     8.6 Indemnification. Notwithstanding any other provision contained in this Agreement to the contrary, to the extent Borrowers fail to reimburse the Agent pursuant to Section 9.3, Section 9.4 or Section 9.5, or if any Default or Event of Default shall occur under this Agreement, the Lenders shall, rateably in accordance with their respective pro rata portion of all of the then outstanding Loans (other than the Swing Line Loans), indemnify the Agent and hold it harmless from and against any and all liabilities, losses, costs and/or expenses, including, without limitation, any liabilities, losses, costs and/or expenses arising from the failure of any Lender to perform its obligations hereunder or in respect of this Agreement, and also including, without limitation, reasonable attorneys’ fees and expenses, which the Agent may incur, directly or indirectly, in connection with this Agreement, the Notes or any of the other Transaction Documents, or any action or transaction related hereto or thereto; provided only that the Agent shall not be entitled to such indemnification for any losses, liabilities, costs and/or expenses directly and solely resulting from its own gross negligence or willful misconduct as determined by a court

of competent jurisdiction. This indemnity shall be a continuing indemnity, contemplates all liabilities, losses, costs and expenses related to the execution, delivery and performance of this Agreement, the Notes and the other Transaction Documents, and shall survive the satisfaction and payment of the Loans and the termination of this Agreement.

     8.7 Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement.

     8.8 Resignation of Agent. The Agent may resign at any time by giving written notice thereof to the Lenders and Borrowers. Upon any such resignation, Lenders shall have the right to appoint a successor Agent (which appointment shall be with the prior consent of Borrowers provided no Default or Event of Default then exists hereunder, and which consent shall not be unreasonably withheld), and any such successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000.00. If no successor Agent shall have been so appointed by Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Agent’s giving of notice of resignation, then the Agent shall, on behalf of all of the Lenders, appoint a successor Agent (which appointment shall be with the prior consent of Borrowers provided no Default or Event of Default then exists hereunder, and which consent shall not be unreasonably withheld), and any such successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from all of its duties and obligations under this Agreement. After any retiring Agent’s resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

     8.9 Removal of Agent. The Agent may be removed at any time, for or without cause, by an instrument or instruments in writing executed by the Required Lenders and delivered to the Agent with a copy to Borrowers, specifying the removal and the date when it shall take effect. Upon any such removal, Lenders shall have the right to appoint a successor Agent with the prior consent of Borrowers, which consent shall not be unreasonably withheld, and which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $100,000,000.00. If no successor Agent shall have been so appointed by Lenders, and shall have accepted such appointment, within thirty (30) days after the date of removal of the Agent, then the Required Lenders shall, on behalf of all of the Lenders, appoint a successor Agent with the prior consent of Borrowers, which consent shall not be unreasonably withheld, and which successor Agent shall be a commercial bank organized under the laws of the United States of America or of any state thereof and having a combined capital and surplus of at least $100,000,000.00. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the removed Agent, and the removed Agent shall be discharged from all of its duties and obligations under this Agreement. After any such removal, the provisions of this Section 9 shall inure to such former Agent’s benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 9. GENERAL.

     9.1 No Waiver. No failure or delay by Agent or any of the Lenders in exercising any right, remedy, power or privilege hereunder or under any other Transaction Document shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The remedies provided herein and in the other Transaction Documents are cumulative and not exclusive of any remedies provided by law. Nothing herein contained shall in any way affect the right of Agent or any of the Lenders to exercise any statutory or common law right of banker’s lien or setoff.

     9.2 Right of Setoff. Upon the occurrence and during the continuance of any Event of Default, each of the Lenders is hereby authorized at any time and from time to time, without notice to the Borrowers (any such notice being expressly waived by the Borrowers) and to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by any such Lender and any and all other indebtedness at any time owing by any such Lender to or for the credit or account of any of the Borrowers against any and all of the Borrowers’ Obligations irrespective of whether or not Agent or any such Lender shall have made any demand hereunder or under any of the other Transaction Documents and although such obligations may be contingent or unmatured. Such Lender agrees to promptly notify Borrowers after any such setoff and application made by such Lender, provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of Lenders under this Section 9.2 are in addition to any other rights and remedies (including, without limitation, other rights of setoff) which Lenders may have. Nothing contained in this Agreement or any other Transaction Document shall impair the right of each of the Lenders to exercise any right of setoff or counterclaim they may have against any of the Borrowers and to apply the amount subject to such exercise to the payment of indebtedness of any of the Borrowers unrelated to this Agreement or the other Transaction Documents.

     9.3 Cost and Expenses. Borrowers jointly and severally agree, whether or not any Loan is made hereunder, to pay Agent upon demand (i) all reasonable out-of-pocket costs and expenses and Attorneys’ Fees of Agent in connection with the preparation, documentation, negotiation and execution of this Agreement, the Notes and the other Transaction Documents, (ii) all reasonable recording, filing, search, title insurance, surveying and appraisal fees incurred in connection with this Agreement and the other Transaction Documents, (iii) all reasonable out-of-pocket costs and expenses and all Attorneys’ Fees of Agent and the Lenders in connection with the preparation of any waiver or consent hereunder or any amendment hereof or any Event of Default or alleged Event of Default hereunder, (iv) if an Event of Default occurs, all out-of-pocket costs and expenses and all Attorneys’ Fees incurred by Agent and each of the Lenders in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom and (v) all other Attorneys’ Fees incurred by Agent relating to or arising out of or in connection with this Agreement or any of the other Transaction Documents subsequent to the date hereof. The Borrowers further jointly and severally agree to pay or reimburse Agent and each of the Lenders for any stamp or other taxes which may be payable with respect to the execution, delivery, recording and/or filing of this Agreement, the Notes, the Security Agreements, the Deeds of Trust, the Patent, Trademark and License Security Agreements, the Pledge Agreements or any of the other Transaction Documents. All of the obligations of the Borrowers under this Section 9.3 shall survive the satisfaction and payment of the Borrowers’ Obligations and the termination of this Agreement. In the event Agent or any Lender claims any amounts pursuant to this Section 9.3, Agent or such Lender, as the case may be, shall provide to Borrowers an itemized statement of amounts claimed.

     9.4 Environmental Indemnity. The Borrowers hereby jointly and severally agree to indemnify Agent and each of the Lenders and hold Agent and each of the Lenders harmless from and

against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and Attorneys’ Fees and expenses) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, Agent or any of the Lenders for, with respect to or as a direct or indirect result of the violation by any of the Borrowers or any Subsidiary of the Borrowers of any Environmental Laws; or with respect to, or as a direct or indirect result of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, properties utilized by any of the Borrowers and/or any Subsidiary of the Borrowers in the conduct of its businesses into or upon any land, the atmosphere or any watercourse, body of water or wetland, of any Hazardous Materials (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under the Environmental Laws), except, in each case, for losses, liabilities, damages, injuries, costs, expenses and claims of Agent or any Lender caused by Agent’s or such Lender’s (as the case may be) gross negligence or willful misconduct as determined by a court of competent jurisdiction; and the provisions of and undertakings and indemnification set out in this Section 9.4 shall survive the satisfaction and payment of the Borrowers’ Obligations and the termination of this Agreement.

     9.5 General Indemnity. In addition to the payment of expenses pursuant to Section 9.3, whether or not the transactions contemplated hereby shall be consummated, the Borrowers hereby jointly and severally agree to indemnify, pay and hold Agent, each of the Lenders and any other holder(s) of the Notes, and the officers, directors, employees, agents and affiliates of any of them (collectively, the “Indemnitees”) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnitees, in any manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by any of the Borrowers or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Agent or any of the Lenders, the Lenders’ agreements to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the “indemnified liabilities”); provided that the Borrowers shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities, or for expenses under Section 9.3 relating to any such indemnified liabilities, arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this Section 9.5 shall survive satisfaction and payment of the Borrowers’ Obligations and the termination of this Agreement.

     9.6 Authority to Act. Agent and the Lenders shall be entitled to act on any notices and instructions (telephonic or written) believed by Agent or any such Lender to be genuine and to have been delivered by any Person authorized to act on behalf of the Borrowers pursuant hereto, regardless of whether such notice or instruction was in fact delivered by a Person authorized to act on behalf of the Borrowers, and the Borrowers hereby jointly and severally agree to indemnify Agent and each of the Lenders and hold Agent and each of the Lenders harmless from and against any and all losses and expenses, if any, ensuing from any such action, other than for such losses or expenses directly caused by the gross negligence or willful misconduct of the Agent or such Lender, as determined by a court of competent jurisdiction.

     9.7 Notices. Any notice, request, demand, consent, confirmation or other communication hereunder shall be in writing and delivered in person or sent by facsimile, recognized overnight courier or registered or certified mail, return receipt requested and postage prepaid, if to the Borrowers, in care of Virbac, as each Borrower’s representative, at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇, or if to Agent, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇, and in the case of cash budgets deliverable pursuant to Section 6.1(a)(v), to Agent by email transmission to ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇, or if to Lenders, at their respective addresses or telecopy numbers, or in the case of cash budgets deliverable pursuant to Section 6.1(a)(v) at their respective email addresses, each as set forth on the signature pages of this Agreement, or any subsequent Assignment Agreement executed pursuant to Section 9.12 herein or any subsequent amendment hereto or thereto, or at such other address, telecopy number or email address, as the case may be, as any party may designate as its address, telecopy number and/or email address for communications hereunder by notice so given. Such notices shall be deemed effective (i) if given by facsimile transmission, when transmitted to the telecopy number specified in this Section and answerback confirmation of receipt is received, (ii) if sent by registered or certified mail, on the third (3rd) Business Day after the day on which such communication was deposited in the mail with first class postage prepaid, addressed as aforesaid, (iii) if sent by overnight courier, on the Business Day following the date of mailing with such recognized overnight courier service, addressed as aforesaid, or (iv) if given by any other means, when delivered (or in the case of electronic transmission, received) at the addresses specified in this Section.

     9.8 CONSENT TO JURISDICTION; JURY TRIAL WAIVER. EACH BORROWER IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY MISSOURI STATE COURT OR ANY UNITED STATES OF AMERICA COURT SITTING IN THE EASTERN DISTRICT OF MISSOURI, AS AGENT MAY ELECT, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS. THE BORROWERS HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT TO SUCH SUIT, ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN ANY OF SUCH COURTS. EACH OF THE BORROWERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH EACH SUCH BORROWER MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT, AND THE BORROWERS FURTHER IRREVOCABLY WAIVE ANY CLAIM THAT SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE BORROWERS HEREBY EXPRESSLY WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH EACH SUCH BORROWER MAY NOW OR HEREAFTER HAVE BY REASON OF ITS PRESENT OR SUBSEQUENT DOMICILE. EACH OF THE BORROWERS AUTHORIZES THE SERVICE OF PROCESS UPON IT BY REGISTERED MAIL SENT TO SUCH BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.7. EACH OF THE BORROWERS HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY LITIGATION BROUGHT IN ACCORDANCE WITH THIS SECTION.

     9.9 Agent’s and Lenders’ Books and Records. Agent’s and Lenders’ books and records showing the account between the Borrowers and Agent or any of the Lenders shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof thereof.

     9.10 Governing Law; Amendments and Waivers. This Agreement, the Notes, the Security Agreements, the Deed of Trust executed by PM Resources, the Patent, Trademark and License Security

Agreements, the Pledge Agreements and all of the other Transaction Documents shall be governed by and construed in accordance with the internal laws of the State of Missouri. Any provision of this Agreement, the Notes, the Security Agreements, the Deeds of Trust, the Patent, Trademark and License Security Agreements, the Pledge Agreements or any of the other Transaction Documents may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Borrowers and the Required Lenders (and, if the rights or duties of the Agent in its capacity as Agent are affected thereby, by the Agent); provided that no such amendment or waiver shall, unless signed by all of the Lenders, (i) increase the Revolving Credit Commitment of any Lender, (ii) increase the Swing Line Commitment of First Bank, (iii) reduce the principal amount of or rate of interest on any Loan or any fees hereunder, (iv) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder, (v) release all or substantially all of the collateral security or any guaranty for any Loan hereunder, (vi) change the definition of Required Lenders, (vii) amend this Section 9.10, or (viii) reduce the minimum amount of an assignment permitted under Section 9.12.

     9.11 Successors and Assigns; Participations.

          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that Borrowers may not assign or otherwise transfer any of their respective rights or delegate any of their respective obligations under this Agreement. Any of the Lenders may sell participations in its Notes and its rights under this Agreement, the other Transaction Documents and in the Collateral in whole or in part to any commercial bank organized under the laws of the United States or any state thereof without the prior consent of Borrowers so long as each agreement pursuant to which any such participation is granted provides that no such participant shall have any rights under this Agreement or any other Transaction Document (the participants’ rights against the Lender granting its participation to be those set forth in the Participation Agreement between the participant and such Lender), and such selling Lender shall retain the sole right to approve or disapprove any amendment, modification or waiver of any provision of this Agreement or any of the other Transaction Documents. Each such participant shall be entitled to the benefits of the yield protection provisions hereof to the extent any Lender would have been so entitled had not such participation been sold, but only to the extent that the cost of such benefits to Borrowers does not exceed the cost which Borrowers would have incurred in respect of the applicable Lender absent such participation.

          (b) Any Lender which, in accordance with Section 9.11(a), grants a participation in any of its rights under this Agreement or its Notes shall give prompt notice describing the details thereof to the Agent, the Lenders and the Borrowers.

          (c) Unless otherwise agreed to by Borrowers in writing, no Lender shall, as between Borrowers and that Lender, be relieved of any of its obligations under this Agreement as a result of such Lender’s granting of a participation in all or any part of such Lender’s Notes or all or any part of such Lender’s rights under this Agreement.

     9.12 Assignment Agreements. Any Lender may at any time assign to one or more Lenders or other financial institutions (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes in a minimum amount of at least $5,000,000.00, and such Assignee shall assume such rights and obligations, pursuant to an Assignment Agreement in substantially the form of Exhibit G attached hereto (an “Assignment Agreement”) executed by such Assignee and such transferor Lender, with (and subject to) the subscribed consent of Borrowers and the Agent; provided, however, that (i) if any Assignee is an affiliate of such transferor Lender or, immediately prior to such assignment, a Lender, no consent shall be required and (ii) if any Event of Default under this Agreement

has occurred and is continuing no consent of the Borrowers to such assignment shall be required, which Assignment Agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to such Assignee and the portion of the Revolving Credit Commitment of the assignor Lender and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by the Assignee, provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Lender of any Note or other obligation hereunder to a federal reserve bank. Upon the execution of each Assignment Agreement by the assignor Lender, the Assignee and the Borrowers and consent thereto by the Agent (i) such Assignee shall thereupon become a “Lender” for all purposes of this Agreement with a Revolving Credit Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender hereunder, (ii) the assignor Lender shall have no further liability for funding the portion of its Revolving Credit Commitment assumed by such Assignee and (iii) the address for notices to such Assignee shall be as specified in the Assignment Agreement, and the Borrowers shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the Assignee in the amount of its Revolving Credit Commitment and new Notes to the assignor Lender in the amount of its Revolving Credit Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Notes” for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $3,000.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor Lender or the Assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowers.

     9.13 Confidential Information. Each Lender agrees to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe and sound banking practices, any nonpublic information supplied to such Lender by Borrowers or any Subsidiary pursuant to this Agreement or any other Transaction Document; provided, however, that nothing contained in this Section 9.13 shall prohibit or limit the disclosure by such Lender of any such information (a) to the extent required by any statute, rule, regulation, subpoena or judicial process, (b) to any governmental or regulatory agency having jurisdiction over such Lender as required by law, regulation or legal process, (c) to any professional advisors, including counsel and accountants, for such Lender in connection with the provision of advice or other services to such Lender with respect to any of the Borrowers’ Obligations, this Agreement or any of the other Transaction Documents, (d) to any bank examiners or auditors, (e) in connection with any litigation to which such Lender is a party, (f) in connection with the enforcement of such Lender’s rights and remedies under this Agreement, any of the Notes or any of the other Transaction Documents or (g) to any assignee or participant (or prospective assignee or participant) provided that such assignee or participant agrees in writing to be bound by the terms hereof; and provided further, that in no event shall any Lender be obligated or required to return any materials furnished to such Lender by Borrowers or any Subsidiary under this Agreement or any other Transaction Document. Notwithstanding the foregoing, no Lender shall have any liability to any Borrower, any Subsidiary or any shareholder, partner, joint venturer, manager, member, director, officer, employee or agent of any Borrower or any Subsidiary by reason of, or in any way claimed to be related to, any disclosure by such Lender of any information with respect to any Borrower or any Subsidiary except as the same results from the gross negligence or willful misconduct of such Lender as determined by a court of competent jurisdiction in a final, nonappealable order.

     9.14 References; Headings for Convenience. Unless otherwise specified herein, all references herein to Section numbers refer to Section numbers of this Agreement, all references herein to Exhibits A, B, C, D, E, F and G refer to annexed Exhibits A, B, C, D, E, F and G which are hereby incorporated

herein by reference and all references herein to Schedules 5.5, 5.6, 5.8, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15 and 6.2(h) refer to annexed Schedules 5.5, 5.6, 5.8, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15 and 6.2(h) which are hereby incorporated herein by reference. The Section headings are furnished for the convenience of the parties and are not to be considered in the construction or interpretation of this Agreement.

     9.15 Subsidiary Reference. Any reference herein to a Subsidiary or Consolidated Subsidiary of the Borrowers, and any financial definition, ratio, restriction or other provision of this Agreement which is stated to be applicable to the Borrowers and their Subsidiaries or Consolidated Subsidiaries or which is to be determined on a “consolidated” or “consolidating” basis, shall apply only to the extent the Borrowers have any Subsidiaries or Consolidated Subsidiaries and, where applicable, to the extent any such Subsidiaries are consolidated with the Borrowers for financial reporting purposes.

     9.16 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of each of the Borrowers and their respective successors and Agent and each of the Lenders and their respective successors and assigns. The Borrowers may not assign or delegate any of their rights or obligations under this Agreement.

     9.17 NO ORAL AGREEMENTS; ENTIRE AGREEMENT. This notice is provided pursuant to Section 432.047, ▇.▇.▇▇. As used herein, “creditor” means Agent and each of the Lenders, the “credit agreement” means this Agreement, and “this writing” means this Agreement, all guaranties executed by any other Obligor, and any other agreement executed in connection herewith or therewith. 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. This Agreement, as amended in writing from time to time, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings (oral or written) relating to the subject matter hereof.

     9.18 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein that may be given effect without the invalid, illegal or unenforceable provision shall not in any way be affected or impaired thereby.

     9.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

     9.20 Resurrection of the Borrowers’ Obligations. To the extent that Agent or any of the Lenders receives any payment on account of any of the Borrowers’ Obligations, and any such payment(s) or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, subordinated and/or required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of such payment(s) received, the Borrowers’ Obligations or part thereof intended to be satisfied and any and all Liens upon or pertaining to any Property or assets of any of the Borrowers and theretofore created and/or existing in favor of Agent for the benefit of the Lenders as security for the payment of the Borrowers’ Obligations

shall be revived and continue in full force and effect, as if such payment(s) had not been received by Agent or any such Lender and applied on account of the Borrowers’ Obligations.

     9.21 U. S. Dollars. All currency references set forth herein, in any other Transaction Documents and in any transactions referenced herein or therein shall be denominated in Dollars of the United States of America.

     9.22 Miscellaneous. All references in the Transaction Documents to the Loan Agreement and any other references of similar import shall henceforth mean this Agreement, as the same may from time to time be amended, modified, extended, renewed or restated. This Agreement is an amendment, restatement and continuation of, and not a novation of, the Original Loan Agreement.

     IN WITNESS WHEREOF, the parties have executed this Loan Agreement this 29th day of June, 2006.

		VIRBAC AH, INC.
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Exec. Vice-President and Chief Financial Officer
		DELMARVA LABORATORIES, INC.
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Exec. Vice-President and Chief Financial Officer
Revolving Credit Commitment:		FIRST BANK
$10,000,000.00
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Vice President
		Address:		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
				▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
				Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
		Telecopy No: ▇▇▇-▇▇▇-▇▇▇▇
		Email Address: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Revolving Credit Commitment:		JPMORGAN CHASE BANK, N.A.
$5,000,000.00
		By:		/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:		Vice President
		Address:		Mail Code TX1-1236
				▇.▇. ▇▇▇ ▇▇▇▇
				▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
				Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Telecopy No: ▇▇▇-▇▇▇-▇▇▇▇
		Email Address: ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇.▇▇▇

		FIRST BANK, as Agent
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Vice President
		Address:		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
				▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
				Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
		Telecopy No: ▇▇▇-▇▇▇-▇▇▇▇
		Email Address: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇

SCHEDULE 5.5

Litigation

1. A class action lawsuit filed in Delaware on Jan. 18, 2006 by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ on behalf of the public shareholders of Virbac Corporation. The defendants are Virbac S.A. and its wholly owned subsidiary Interlab S.A.S, as well as Virbac Corporation and its entire board of individually named directors (▇▇▇▇ ▇▇▇▇▇, Pierre Pages, Michel Garaudet, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇. Willk and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇).

2. A lawsuit has been threatened for which Virbac has accrued $130M. No lawsuit has been filed yet but a customer that Virbac has not done business with for 1.5 years, Pennfield, sent a letter to say they were considering a lawsuit. It stems from PM Resources supplying the same product to two different customers. Pennfield claims that they lost part of their market share due to PM Resources not adequately supplying the product. PM Resources states the reason for the delay was due to Pennfield’s slow payment history.

3. On February 19, 2004, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, both Virbac shareholders, filed separate similar lawsuits in the Court, derivatively on behalf of Virbac against ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Pages, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇, and ▇▇▇▇ ▇▇▇▇ Willk, all current or former members of Virbac’s Board of Directors, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, a former officer of Virbac (collectively, the “Derivative Individual Defendants”) and Virbac, as a nominal defendant. These two lawsuits have been consolidated (the “Shareholder Derivative Action”). On March 1, 2005, the plaintiffs filed a consolidated amended shareholder derivative complaint (the “Amended Derivative Complaint”), asserting claims against: defendants ▇▇▇▇ and ▇▇▇▇▇▇▇▇ for improper financial reporting under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); all Derivative Individual Defendants for gross mismanagement, breach of fiduciary duty, waste of corporate assets, and unjust enrichment; and defendant ▇▇▇▇▇▇ for breach of fiduciary duties due to alleged insider selling and misappropriation of information. Virbac named as a nominal defendant in the Amended Derivative Complaint.

     On July 25, 2005, the Court’s previously entered stay expired without the parties reaching a settlement. The nominal defendant Virbac and the Derivative Individual Defendants filed a motions to dismiss the Amended Derivative Complaint on August 15, 2005. The plaintiffs’ opposition brief was filed on September 29, 2005, and defendants’ reply briefs were filed on October 24, 2005.

     On November 7, 2005, the parties reached a settlement in principle with respect to plaintiffs’ substantive claims and filed a notice advising the Court of the settlement in principle and requesting that the Court hold in abeyance any rulings on the pending motions to dismiss. The settlement in principle was subject to the execution of a written settlement and court approval. After further negotiations and an additional mediation session, the parties were unable to agree on the definitive terms of the settlement. On December 8, 2005, the Court was notified that a definitive settlement could not be reached and was requested to reinstate the Derivative Individual Defendants’ motions to dismiss. On December 15, 2005, the Court issued an order reinstating the defendants’ motion to dismiss.

     On December 20, 2005, the plaintiffs filed a Motion for Leave to File a Second Amended Complaint (the “Second Amended Derivative Complaint”). The plaintiffs proposed Second Amended Derivative Complaint includes the derivative claims described above and seeks to add a cause of action on behalf of the plaintiffs and a putative class of Virbac shareholders against Virbac’s current board of directors (including ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Michel Garaudet, who were not named defendants in the Amended Derivative Complaint) and VBSA for breach of fiduciary duties relating to VBSA’s proposal to

acquire Virbac’s remaining outstanding shares for $4.15 per share. The proposed Second Amended Derivative Complaint seeks various forms of relief, including preliminarily and permanently enjoining the proposed sale of Virbac shares to VBSA unless and until Virbac adopts and implements a procedure to obtain the highest possible price for Virbac shareholders, including the formation of an independent special committee to evaluate the proposal, money damages, including rescissory damages to the extent that the sale has taken place, and the awarding of the plaintiffs’ attorneys’ fees and costs.

     On January 12, 2006, the Court granted the plaintiffs’ Motion for Leave to File a Second Amended Compliant. On March 20, 2006, in light of the plaintiffs’ filing of the Second Amended Derivative Complaint, the Court denied the defendants ‘ previously filed motions to dismiss as moot. However, these motions to dismiss can be refiled as to the Second Amended Derivative Complaint. On March 20, 2006, the Court also entered a scheduling order (the “Scheduling Order”) under which the Court set forth various deadlines, including a deadline for the completion of discovery by September 29, 2006. In the Scheduling Order, the Court noted that if the parties believe that the case should not proceed at this time in light of the possibility of a tender offer, it would entertain a motion for stay and administrators closure of the action, or similar motion.

     While Virbac intends to vigorously defend itself, Virbac cannot predict the final outcome of the Shareholder Derivative Action at this time. An unfavorable outcome could have a material adverse effect on Virbac’s financial condition and liquidity in the event that final settlement amounts and/or judgment exceeds the limits of Virbac’s insurance policies or the Insurers decline to fund such final settlement/judgment. To date, Virbac’s Insurers have provided coverage for the submitted expenses incurred in defending the Shareholder Derivative Action as a claim under the relevant policies.

4. On December 13, 2005, Virbac S. A. made a proposal to acquire the 39.7% outstanding Common Stock not already owned by Virbac S. A. or its subsidiaries for $.15 per share in cash, representing an aggregate all-cash purchase price of approximately $37.0 million (the {“Tender Offer Proposal”).

     On January 18, 2006, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ filed a lawsuit in the Delaware Court of Chancery in New Castle County (the “Delaware Court”) in their individual capacities and as a purported class action on behalf of Virbac’s public shareholders against ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Pages, ▇▇▇▇▇▇▇ Garaudet, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Virbac Corporation, Virbac S. A. and Interlab. The lawsuit asserts claims against defendants Virbac S. A., Interlab, Maree, Pages and Garaudet for breach of fiduciary duty of loyalty and unfair dealing, and defendants Wilik, ▇▇▇▇▇▇▇▇▇, II and ▇▇▇▇▇▇▇ for breach of fiduciary duties of care and good faith. The plaintiffs, seek certification of the purported class, a preliminary and permanent injunction against the consummation of the Tender Offer Proposal, an order declaring the Tender Offer Proposal void and rescinding the Tender Offer Proposal, if it is consummated, disgorgement of any profits or property received by the defendants as a result of their alleged wrongful conduct, unspecified money damages plus interest thereon against all defendants (jointly and severally), attorneys’ fees and expenses incurred in connection with the lawsuit, and such other and further relief that the Delaware Court may deem just and proper. The defendants believe that this lawsuit is without merit and intend to vigorously defend this matter.

SCHEDULE 5.6

Pension Plan Matters

Borrower has two 401(k) plans as follows:

1.		Virbac Corporation Retirement Savings Plan
2.		Virbac Corporation Retirement Savings Plan for Certain Union Members

SCHEDULE 5.8

Borrower’s Subsidiaries

Borrower		Subsidiaries		Ownership
Virbac Corporation		PM Resources, Inc. St. ▇▇▇ Laboratories, Inc. Francodex Laboratories, Inc. Virbac AH, Inc. Delmarva Laboratories, Inc.		All of the capital stock of each of these subsidiaries is 100% owned by Virbac.
St. ▇▇▇ Laboratories, Inc.

Predecessor or Fictitious Names

Virbac Corporation

PM Resources, Inc.

St. ▇▇▇ Laboratories, Inc.

Francodex Laboratories, Inc.

Virbac AH, Inc.

Delmarva Laboratories, Inc.

SCHEDULE 5.10

Other Loans and Guaranties

     1. On an annual basis, Borrowers enter into certain agreements to finance their annual insurance premiums. Such agreements have a term of less than one year. At January 1, 2006, approximately $218,000 was due under such agreements.

     2. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ purchased 100% of the outstanding shares of the common stock of Delmarva Laboratories, Inc. (“Delmarva”) for a base purchase price of $2.5 million in cash and an additional contingent purchase consideration of up to $2.5 million. In accordance with ▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇▇▇▇ accounted for this transaction under the purchase method and recorded a liability of approximately $2.2 million which represents the excess of the estimated fair value of the acquired net assets over the initial cash payment. The purchase agreement provides that the contingent consideration will be paid in increments based upon the achievement of several performance thresholds of the products purchased. The various stated performance thresholds include the registration and revenue goals for one of the product rights purchased, and gross profit milestones within a specified time period for the other product rights purchased.

     3. Borrowers lease certain machinery under non-cancelable operating leases that expire at various dates through September 2011. Future minimum lease payments under non-cancelable leases as of December 31, 2005 are as follows: 2006 $59M; 2007 $53M; 2008 $42M; 2009 $34M; 2010 $32M; thereafter $25M.

SCHEDULE 5.11

Permitted Liens

     UCC-1 financing statement filed in favor of CIT Communications Finance Corporation on Virbac Corporation’s leased telephone equipment.

          UCC-1 financing statement filed in favor of SBP Leasing on PM Resources’ Konica copiers.

          UCC-1 financing statement filed in favor of Maruka USA Inc. on PM Resources’ Maruka owned machinery.

SCHEDULE 5.12

Multiemployer Plans

None.

SCHEDULE 5.13

Patents and Trademarks

Virbac

Patents:

U.S. Trademarks Issued:

Trademark No.		Date Issued		Description
2987323		8/23/05		American Horseman & Design
1500368		8/16/88		Aqualab
2489840		9/18/01		Assault
2947661		5/10/05		Biospheres
2654482		11/26/02		Bovimec
2850988		6/8/04		Breath-eze
2079502		7/15/97		Breath-Eze
1362760		10/1/85		Brite N’Clear
1427979		2/3/87		Brite N’ Shine
2196460		10/13/98		Bromethalin One Meal is All it Takes & Design
1608688		8/7/90		Buffer-Up
1429809		2/24/87		C.E.T.
3029810		12/13/05		C.E.T. DENTAL REWARD
1441004		6/2/87		Caseguard
1685960		5/12/92		CHX (Stylized)
1453782		8/25/87		Coppersafe
1984230		7/2/96		Corium-20
1909686		8/8/95		Critter Fresh
1889584		4/18/95		Critter Vites & Design
1013936		6/24/75		Doggydent
1467935		12/8/87		Dritail
2464964		7/3/01		Earth City Resources & Design
1388785		4/8/86		Furabase
1392090		5/6/86		Furazite
1848959		8/9/94		Glossy Coat
2068027		6/3/97		Herpcare
2898393		10/26/04		Herpcare
2522911		12/25/01		Iverhart
2730166		6/24/03		Iverhart Plus
2235291		3/23/99		Kittydent

Trademark No.		Date Issued		Description
1485919		4/26/88		M (word only) (Logo)
1932877		11/7/95		Mar Chlor
1466915		12/1/87		Maracide
921839		10/12/71		Maracyn
2791436		12/9/03		Maracyn Plus
1451743		8/11/87		Maracyn-Two
2852211		6/8/04		Mardel
2871475		8/10/04		Mardel
2888918		9/28/04		Mardel
1435277		4/7/87		Maroxy
1601718		6/19/90		Marplex
1464227		11/10/87		Multipet
2794967		12/16/03		Nutrimalt
2353133		5/30/00		Odor Disposers
1304345		11/6/84		Odor Disposers
1284948		7/10/84		Ornabac
1441005		6/2/87		Ornacycline
1464226		11/10/87		Ornacyn
1284949		7/10/84		Ornacyn-Plus
1394614		5/27/86		Ornalyte
1689496		5/26/92		Ornascale
2441833		4/10/01		Panaflex [Palaflex?]
1608002		7/31/90		Petrelief
1753554		2/23/93		Petrodex
2856069		6/22/04		Petrodex
2856068		6/22/04		Petromalt
1284937		7/10/84		Petromalt
1609503		8/14/90		PH-Guard
2120205		12/9/97		Prime Treats
1526464		2/28/89		Pro-Zema
2674560		1/14/03		Pulvex
2860103		7/6/04		Pura-Lyte
2860104		7/6/04		Puridine
2421288		▇/▇▇/▇▇		▇▇▇ & ▇▇▇▇▇-▇-▇▇▇▇ ▇▇
▇▇▇▇▇▇▇		8/16/94		Seabond
2355497		6/6/00		Sportsman’s Friend
1817660		1/25/94		Spot Not
1754756		3/2/93		St. ▇▇▇ (stylized)
2860102		7/6/04		St. ▇▇▇ Naturals
1441742		6/9/87		Stay
2053530		4/15/97		Tank Hard+

Trademark No.		Date Issued		Description
2049908		4/1/97		Tank Soft
1453783		8/25/87		Tanksafe
2586825		6/25/02		Tick Detach
2927730		2/22/05		Trisulfa
1712972		9/8/92		Trounce
1748074		1/26/93		V (Prescription Symbol)
1313051		1/8/85		Vitaflight
1325091		3/12/85		When You Care For Your Pets
2684994		2/4/03		Worm-Kill
2583536		6/18/02		Wormx
883989		1/13/70		Zema (stylized)
1435257		4/7/87		▇▇▇▇ ▇▇▇-A Mite
2045029		3/11/97		Zincchlorhexidate

State & Foreign Trademarks Issued:

Trademark		State/Country		Registration No.		Date
Iverhart		Taiwan		1060489		October 16, 2003
Iverhart Plus		Taiwan		1065248		November 16, 2003

U.S. Trademarks Applied For:

Application or Serial No.		Date Filed		Trademark
78747544		11/4/05		A.C.T.
78792846		1/17/06		ANTI-ADHESIVE TECHNOLOGY & Design
78720617		9/26/05		BREATH-EZE BREATH STRIPS
78312007		10/10/03		C.E.T. AQUADENT
78792920		1/17/06		FLURAFOM Stylized
78686005		8/4/05		HEXTRA
78759741		11/22/05		IVERHART MAX
78715813		9/19/05		PETROMALT HAIRBALL TREATS
78720549		9/26/05		PETS HAVE TEETH TOO!
78715877		9/19/05		PICK YOUR PASSION
78650525		6/14/05		SIRIUS 3 (STYLIZED)
78747588		11/4/05		ULTRA SHIELD
78341960		12/17/03		VIRBACEF

Foreign Trademarks Applied For:

Application or Serial No.		Date Filed		Trademark
1282233 (Canada)		12/7/05		C.E.T. AQUADENT

Copyrights: None.

Licenses: None.

PM Resources

Patents: None.

U.S. Trademarks Issued: None.

U.S. Trademarks Applied For: None.

Other Trademarks Issued: None.

Copyrights: None.

Licenses: None.

St. ▇▇▇

Patents:

Patent No.		Date Issued		Description
D362,118

U.S. Trademarks Issued:

Trademark No.		Date Issued		Description
2331336		March 21, 2000		Maracare

U.S. Trademarks Applied For: None.

Other Trademarks Issued:

Trademark		State/Country		Registration No.		Date
C.E.T.		Japan		▇▇▇▇▇▇▇		March 26, 1999
C.E.T.		United Kingdom		1566692		November 15, 1996

Copyrights: None.

Licenses: None.

Francodex

Patents: None.

U.S. Trademarks Issued: None.

U.S. Trademarks Applied For: None.

Other Trademarks Issued: None.

Copyrights: None.

Licenses: None.

Virbac AH

Patents:

Patent No.		Date Issued		Description
5,632,999
5,747,057
5,728,719
5,439,924

U.S. Trademarks Issued:

Trademark No.		Date Issued		Description
1209484		September 21, 1982		Allerderm
1976942		May 28, 1996		Allerderm & Design
2139508		February 24, 1998		Allerderm Efa-Caps
2485615		September 4, 2001		Allerderm Omegaderm
1223071		January 11, 1983		Allergroom
1256531		November 8, 1983		Allerseb T & Design
1306764		November 27, 1984		Ammonil
2076992		July 8, 1997		Bur-Otic
2997158		September 20, 2005		Clinsol
2663538		December 17, 2002		Clinsol
2911217		December 14, 2004		Clintabs
1935973		November 14, 1995		Cortisoothe
2121113		December 16, 1997		Dermacool
2386221		September 12, 2000		Derm-▇▇▇▇
2153421		April 28, 1998		Ear Clear
2071809		June 17, ▇▇▇▇		▇▇▇▇-▇▇▇▇▇▇
1410090		September 23, 1986		Efa-Z Plus
1410089		September 23, 1986		Epi-Otic
1697304		June 30, 1992		Epi-Soothe

Trademark No.		Date Issued		Description
1932204		October 31, 1995		Etiderm
1719313		September 22, 1992		▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇		September 9, 1997		Flea Science
2393997		October 10, 2000		Flex-Ease
2122433		December 16, 1997		Flypel
2396287		October 17, 2000		Gas-Aid
2607890		August 13, 2002		Gastro-Lax
2960114		June 7, 2005		Genesis
2025448		December 24, 1996		Hexadene
2747365		August 5, 2003		Hexadene
1793380		September 21, 1993		Histacalm
1254284		October 18, 1983		Humilac
2970432		July 19, 2005		Keratolux
2579932		June 11, 2002		Ketochlor
2069825		June 10, 1997		Otomite Plus
1420783		December 16, 1986		Pancrezyme
2441494		April 3, 2001		Pentasol
2079166		July 15, 1997		Preventef
1412937		October 14, 1986		Pyoben
2050001		April 1, 1997		Resichlor
2050000		April 1, 1997		Resicort
2049999		April 1, 1997		Resihist
2185065		August 25, 1998		Resiprox
2045137		March 11, 1997		Resisoothe
2118491		December 2, 1997		Resizole
1591636		April 17, 1990		Sebolux
1307619		December 4, 1984		Soloxine
2107765		October 21, 1997		Tick Arrest
1700109		July 14, 1992		T-Lux Shampoo
1538885		May 16, 1989		Tumil-K
2273100		August 24, 1999		Ultragroom
1385720		March 11, 1986		Uroeze
2081170		July 22, 1997		Veterinary Specialties for Dermatology

U.S. Trademarks Applied For: None.

Other Trademarks Issued:

Trademark		State/Country		Registration No.		Date
Allerderm		Canada		339141		▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		1379729		November 14, 1986
Allerderm		Germany		1141234		June 14, 1989
Allerderm Efa-Caps		Canada		542926		March 22, 2001
Allerderm Efa-Z Plus		Canada		542655		March 19, 2001
Allergroom		Canada		513439		July 28, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇ & ▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		February 25, 2000
Cortisoothe		Canada		542440		March 15, ▇▇▇▇
▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		January 28, 1999
Dermazole		Canada		520348		December 7, ▇▇▇▇
▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		September 15, 1999
▇▇▇▇-▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		April 22, ▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇		▇▇▇▇▇▇		493564		April 22, 1998
▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		April 21, ▇▇▇▇
▇▇▇-▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		September 25, ▇▇▇▇
▇▇▇-▇▇▇▇▇▇		▇▇▇▇▇▇		513240		July 26, 1999
Flypel		Canada		508064		February 15, ▇▇▇▇
▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		523144		February 15, 2000
Hexarinse		Canada		530951		▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		93/475050		December 17, 1993
Humilac		Canada		513447		July 28, ▇▇▇▇
▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		March 11, 1997
Palavite		Canada		433689		September 23, ▇▇▇▇
▇▇▇▇▇▇▇▇		▇▇▇▇▇▇		93/475051		December 17, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇		▇▇▇▇▇▇		▇▇▇▇▇▇		June 3, 2005
Pyoben		Canada		513674		July 29, 1999
Resichlor		Canada		502470		October 20, 1998
Resicort		Canada		520349		December 7, 1999
Resisoothe		Canada		542439		March 15, 2001
Resizole		Canada		520350		December 7, ▇▇▇▇
▇▇▇▇▇▇▇		▇▇▇▇▇▇		518489		October 22, 1999
Soloxine		Canada		443756		June 9, 1995
Soloxine		European Community		515809		January ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇		1487983		April 30, ▇▇▇▇
▇▇▇▇▇-▇		▇▇▇▇▇▇		TMA649994		October ▇, ▇▇▇▇
▇▇▇▇▇-▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇		1507932		August 13, 1993
Veterinary Specialties for Dermatology		Canada		513348		July 27, 1999

Foreign Trademarks Applied For:

Application No.		Date Filed		Trademark		State/County
1210966		3/25/04		BIOMOX		Canada
1247858		2/18/05		C.E.T.		Canada
1247720		2/18/05		C.E.T. Dental Reward		Canada
1204886		2/2/04		Clinsol		Canada
1204883		2/2/04		Clintabs		Canada
1208151		3/2/04		Dermaspheres		Canada
1208147		3/2/04		Euthasol		Canada
1202902		1/7/04		Genesis		Canada
3607561		1/12/04		Genesis		European Community
1208148		3/2/04		Virbac Euthasol		Canada
1202903		3/2/04		Virbacef		Canada

Copyrights: None.

Licenses: None.

Delmarva

Patents: None.

U.S. Trademarks Issued: None.

U.S. Trademarks Applied For: None.

Other Trademarks Issued: None.

Copyrights: None.

Licenses: None.

SCHEDULE 5.14

Environmental and Health and Safety Matters

     PM Resources, Inc. is the subject of a Consent Order dated November 22, 1999, issued by the Circuit Court of St. Louis County, Missouri (“Consent Order”), requiring investigation and remediation of historical contamination at its Bridgeton, Missouri property. As of December 31, 2005, approximately $635,000 of investigative and remediation costs have been incurred for which Borrowers have been or will be reimbursed pursuant to a third party indemnity obligation. Borrowers estimate that future investigative and remediation costs are approximately $279,000 through December 31, 2007, which is when remediation is expected to be complete. Borrowers expect substantially all of the remaining investigative and remediation costs will be reimbursed under the terms of the indemnity agreement, which is a formal and legally enforceable agreement, except for $22,000, which represents Borrowers’ estimated remaining portion of the liability and is included in the Borrowers’ Consolidated Balance Sheet as of December 31, 2005. Management believes that PM Resources, Inc. is currently in substantial compliance with all applicable local, state and federal environmental laws and regulations and resolution of the environmental issues contained in the Consent Order will have no material effect on the Borrowers’ financial position, cash flows, or results of operations.

SCHEDULE 5.15

Existing Investments

SCHEDULE 6.2(h)

Transactions with Affiliates

EXHIBIT A

Borrowing Base Certificate

as of                                         

     Pursuant to the Loan Agreement dated June 29, 2006 and thereafter amended among Virbac Corporation and Subsidiaries (collectively the “Borrower”), the Lenders from time to time a party thereto, and First Bank, as agent for the Lenders (in such capacity, the “Agent”), Borrower hereby warrants to Agent and the Lenders that as of the date indicated above, the information in this report is true and correct and that the total eligible accounts and eligible inventory referred to herein qualify per terms of the Loan Agreement. Borrower further represents and warrants to Agent and the Lenders that as of this date Borrower is in full compliance with all of its obligations under the Loan Agreement and all other Transaction Documents and is not in default of any term or provision hereof or thereof.

1. Eligible Accounts Receivable
		Total Accounts Receivable per attached aging of same date as this report hereof
		less: Accounts more than 90 days from date of invoice
		less: Credits aged greater than 90 days from date of invoice and included above
		less: Accounts ineligible due to 10% taint
		less: That portion of Accounts due from any Account Debtor that exceed 30% of Total Accounts Receivable
		less: Accounts due from any Account Debtor that is a shareholder, partner or related party of Borrower
		less: Rebate Accruals and Credit/Return Reserves
		less: Accounts due from any Account Debtor located outside the continental United States of America
		less: Accounts for which Borrower is liable to Account Debtor for goods sold or services provided by Account Debtor
		less: Other ineligible accounts per Loan Agreement
TOTAL ELIGIBLE ACCOUNTS RECEIVABLE:						$
2. Eligible Inventory
		Total Inventory per attached inventory listing of same date as this report hereof
		less: Work in process
		less: Obsolete inventory
		less: Consignment inventory

		less: Inventory not maintained at one of the locations provided in the Security Agreements
		less: Inventory not usable or saleable, at prices not less than standard cost, to include packaging supplies
		less: Other ineligible inventory per Loan Agreement
		TOTAL 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 $8,500,000 less $250,000 times ___(# of quarters since March 31, 2006))
		TOTAL BORROWING BASE:				$
4. Loan Amount
		Lesser of Borrowing Base or Total Revolving Credit Commitments ($15,000,000)
		less: Outstanding Loan Balance
		less: Issued and Outstanding Letters of Credit
		TOTAL ADVANCES AVAILABLE:				$

Virbac Corporation

By:
Title:
Date:

EXHIBIT B

REVOLVING CREDIT NOTE

$		St. Louis, Missouri June 29, 2006

     FOR VALUE RECEIVED, on March 31, 2007, the undersigned, VIRBAC CORPORATION, a Delaware corporation, PM RESOURCES, INC., a Missouri corporation, ST. ▇▇▇ LABORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation, VIRBAC AH, INC., a Delaware corporation, and DELMARVA LABORATORIES, INC., a Virginia corporation (collectively, the “Borrowers”), hereby jointly and severally promise to pay to the order of                                          (“Lender”), the principal sum of                                          Dollars ($                    ), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Lender shall be committed to have outstanding hereunder at any one time shall not exceed                     Dollars ($                    ) subject to the limitations of the “Borrowing Base” (as defined in the Loan Agreement), which amount may be borrowed, paid, borrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified.

     Borrowers further jointly and severally promise to pay to the order of Lender interest on the principal amount from time to time outstanding hereunder on the dates and at the rate or rates provided for in the Loan Agreement. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal.

     All payments of principal and interest hereunder shall be made in lawful currency of the United States in federal or other immediately available funds at the banking office of First Bank (the “Agent”) situated at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Agent shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Consistent with the terms of the Loan Agreement, the Agent shall determine each interest rate applicable to the advances hereunder, which determination shall be conclusive in the absence of manifest error.

     Lender may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Lender’s books and records showing the account between Lender and the Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth.

     This Note is referred to in that certain Loan Agreement dated the date hereof by and between the Borrowers, Agent, Lender and other lenders named therein (as the same may from time to time be amended, the “Loan Agreement”), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note.

     This Note is secured by those six (6) certain Security Agreements, each dated as of the date hereof executed respectively by each of the Borrowers in favor of Agent for the benefit of Lender and others (as the same may from time to time be amended, the “Security Agreements”), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is secured by that certain Third Amended and Restated Agreement of Pledge dated as of the date hereof executed by Virbac Corporation in favor of Agent for the benefit of Lender and others, as the same may from time to time be amended, modified or restated, and by that certain Second Amended and Restated Agreement of Pledge dated as of the date hereof executed by Virbac AH, Inc. in favor of Agent for the benefit of Lender and others, as the same may from time to time be amended, modified or restated (as so amended, modified or restated, the “Pledge Agreements”), to which Pledge Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is also secured by that certain Deed of Trust and Security Agreement dated as of September 3, 2003 and executed by Virbac Corporation in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, and by that certain Deed of Trust and Security Agreement dated as of September 9, 1993 and executed by PM Resources, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time (collectively, as the same have been and may from time to time hereafter be further amended, modified, restated or replaced, the “Deeds of Trust”), to which Deeds of Trust reference is also hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is also secured by that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 and executed by Virbac Corporation in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, by that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 and executed by Virbac AH, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, by that certain Patent, Trademark and License Security Agreement dated as of June 29, 2006 and executed by St. ▇▇▇ Laboratories, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, and by that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 and executed by Delmarva Laboratories, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time (collectively, as the same have been and may from time to time hereafter be further amended, modified, restated or replaced, the "Patent, Trademark and License Security Agreements”), to which Patent, Trademark and License Security Agreements reference is also hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is guarantied by the Subsidiary Guaranties (as defined in the Loan Agreement) and is further secured by the Subsidiary Security Agreements (as defined in the Loan Agreement), to which Subsidiary Guaranties and Subsidiary Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is further secured.

     If the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if any “Event of Default” (as defined therein) shall occur under or within the meaning of the Loan Agreement or any of the Security Agreements, any of the Deeds of Trust, any of Patent, Trademark and License Security Agreements, any of the Pledge Agreements or any of the Subsidiary Security Agreements, Lender’s obligation to make any additional loans under this Note may be terminated as set forth in the Loan Agreement, and Agent, on behalf of Lender, may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable.

     In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of the Security Agreements, the Deeds of Trust, the

Patent, Trademark and License Security Agreements, the Pledge Agreements, the Subsidiary Guaranties and/or the Subsidiary Security Agreements securing payment hereof, or for representation of Lender in connection with bankruptcy or insolvency proceedings relating hereto, the Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys’ fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor.

     This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.

		VIRBAC CORPORATION
		By:
		Name:
		Title:
		PM RESOURCES, INC.
		By:
		Name:
		Title:
		ST. ▇▇▇ LABORATORIES, INC.
		By:
		Name:
		Title:
		FRANCODEX LABORATORIES, INC.
		By:
		Name:
		Title:

		VIRBAC AH, INC.
		By:
		Name:
		Title:
		DELMARVA LABORATORIES, INC.
		By:
		Name:
		Title:

Revolving Credit Note (cont’d)

LOANS AND PAYMENTS OF PRINCIPAL

Amount of

Unpaid

of

Principal

Principal

Notation

Date

Loan

Repaid

Balance

Made By

EXHIBIT C

SWING LINE NOTE

$3,000,000.00		St. Louis, Missouri June 29, 2006

     FOR VALUE RECEIVED, on March 31, 2007, the undersigned, VIRBAC CORPORATION, a Delaware corporation, PM RESOURCES, INC., a Missouri corporation, ST. ▇▇▇ LABORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation, VIRBAC AH, INC., a Delaware corporation, and DELMARVA LABORATORIES, INC., a Virginia corporation (collectively, the “Borrowers”), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state bank (“Swing Line Lender”), the principal sum of Three Million Dollars ($3,000,000.00), or such lesser sum as may then constitute the aggregate unpaid principal amount of all Swing Line Loans made by Swing Line Lender to Borrowers pursuant to the Loan Agreement (as hereinafter defined). The aggregate principal amount of Swing Line Loans which Swing Line Lender shall be committed to have outstanding under this Note at any one time shall not exceed Three Million Dollars ($3,000,000.00), subject to the limitations of the “Borrowing Base” (as defined in the Loan Agreement), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions of this Note and of the Loan Agreement.

     Borrowers further jointly and severally promise to pay to the order of Swing Line Lender interest on the principal amount from time to time outstanding hereunder on the dates and at the rate or rates provided for in the Loan Agreement. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal.

     All payments of principal and interest hereunder shall be made in lawful currency of the United States in federal or other immediately available funds at the banking office of First Bank (the “Agent”) situated at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Agent shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Consistent with the terms of the Loan Agreement, the Agent shall determine each interest rate applicable to the advances hereunder, which determination shall be conclusive in the absence of manifest error.

     Swing Line Lender may record the date and amount of all Swing Line Loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Swing Line Lender’s books and records showing the account between Swing Line Lender and the Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth.

     This Note is referred to in that certain Loan Agreement dated the date hereof by and between the Borrowers, Agent and other lenders named therein (as the same may from time to time be amended, the “Loan Agreement”), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note.

     This Note is secured by those six (6) certain Security Agreements, each dated as of the date hereof executed respectively by each of the Borrowers in favor of Agent for the benefit of Swing Line Lender and others (as the same may from time to time be amended, the “Security Agreements”), to which

Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is secured by that certain Third Amended and Restated Agreement of Pledge dated as of the date hereof executed by Virbac Corporation in favor of Agent for the benefit of Lender and others, as the same may from time to time be amended, modified or restated, and by that certain Second Amended and Restated Agreement of Pledge dated as of the date hereof executed by Virbac AH, Inc. in favor of Agent for the benefit of Lender and others, as the same may from time to time be amended, modified or restated (as so amended, modified or restated, the “Pledge Agreements”), to which Pledge Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is also secured by that certain Deed of Trust and Security Agreement dated as of September 3, 2003 and executed by Virbac Corporation in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, and by that certain Deed of Trust and Security Agreement dated as of September 9, 1993 and executed by PM Resources, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time (collectively, as the same have been and may from time to time hereafter be further amended, modified, restated or replaced, the “Deeds of Trust”), to which Deeds of Trust reference is also hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is also secured by that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 and executed by Virbac Corporation in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, by that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 and executed by Virbac AH, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, by that certain Patent, Trademark and License Security Agreement dated as of June 29, 2006 and executed by St. ▇▇▇ Laboratories, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time, and by that certain Patent, Trademark and License Security Agreement dated as of September 3, 2003 and executed by Delmarva Laboratories, Inc. in favor of the Agent for the benefit of Lender and others, as the same has been amended from time to time (collectively, as the same have been and may from time to time hereafter be further amended, modified, restated or replaced, the "Patent, Trademark and License Security Agreements”), to which Patent, Trademark and License Security Agreements reference is also hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured.

     This Note is guarantied by the Subsidiary Guaranties (as defined in the Loan Agreement) and is further secured by the Subsidiary Security Agreements (as defined in the Loan Agreement), to which Subsidiary Guaranties and Subsidiary Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is further secured.

     If the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if any “Event of Default” (as defined therein) shall occur under or within the meaning of the Loan Agreement or any of the Security Agreements, any of the Deeds of Trust, any of the Patent, Trademark and License Security Agreements, any of the Pledge Agreements or any of the Subsidiary Security Agreements, Swing Line Lender’s obligation to make any additional loans under this Note may be terminated as set forth in the Loan Agreement, and Agent, on behalf of Swing Line Lender, may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable.

     In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of the Security Agreements, the Deeds of Trust, the Patent, Trademark and License Security Agreements, the Pledge Agreements, the Subsidiary Guaranties and/or the Subsidiary Security Agreements securing payment hereof, or for representation of Swing Line Lender in connection with bankruptcy or insolvency proceedings relating hereto, the Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys’ fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor.

     This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.

		VIRBAC CORPORATION
		By:
		Name:
		Title:
		PM RESOURCES, INC.
		By:
		Name:
		Title:
		ST. ▇▇▇ LABORATORIES, INC.
		By:
		Name:
		Title:
		FRANCODEX LABORATORIES, INC.
		By:
		Name:
		Title:

		VIRBAC AH, INC.
		By:
		Name:
		Title:
		DELMARVA LABORATORIES, INC.
		By:
		Name:
		Title:

EXHIBIT D

COMPLIANCE CERTIFICATE

                                        , 20___

First Bank, as Agent
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇

Each of the Lenders a party to
the Loan Agreement as defined below

Gentlemen:

     Reference is hereby made to that certain Loan Agreement dated June 29, 2006, by and between you, as agent for the Lenders named therein, and the undersigned (as from time to time amended, the “Agreement”). All capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

     The undersigned hereby certify to you that as of the date hereof:

     (a) All of the representations and warranties set forth in Section 5 of the Agreement are true and correct as if made on the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, and provided that all of the representations and warranties made by Borrowers in Section 5.4 with respect to their annual audited and monthly, internally-prepared financial statements delivered to Agent and Lenders are hereby reiterated by the undersigned with respect to the most recent annual audited and monthly financial statements of the undersigned delivered to the Agent and Lenders pursuant to Section 6.1(a) of the Agreement;

     (b) No violation or breach of any of the affirmative covenants set forth in Section 6.1 of the Agreement has occurred and is continuing;

     (c) No violation or breach of any of the negative covenants set forth in Section 6.2 of the Agreement has occurred and is continuing;

     (d) No Default or Event of Default under or within the meaning of the Agreement has occurred and is continuing;

     (e) The financial statements of Borrowers and its Consolidated Subsidiaries delivered to you with this letter are true, correct and complete and have been prepared in accordance with GAAP; and

     (f) The financial covenant information set forth in Schedule 1 to this letter is true and correct.

		Very truly yours,
		VIRBAC CORPORATION
		By:
		Name:
		Title:
		PM RESOURCES, INC.
		By:
		Name:
		Title:
		ST. ▇▇▇ LABORATORIES, INC.
		By:
		Name:
		Title:
		FRANCODEX LABORATORIES, INC.
		By:
		Name:
		Title:
		VIRBAC AH, INC.
		By:
		Name:
		Title:
		DELMARVA LABORATORIES, INC.
		By:
		Name:
		Title:

Schedule 1
To Compliance Certificate
(The Certificate attached hereto is as of                     )

     Capitalized terms used herein shall have the meanings set forth in the Loan Agreement dated as of June 29, 2006 among Virbac Corporation, PM Resources, Inc., St. ▇▇▇ Laboratories, Inc., Francodex Laboratories, Inc., Virbac AH, Inc., and Delmarva Laboratories, Inc., as Borrowers, First Bank, as agent, and the lenders named therein (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Subsection references herein relate to the subsections of the Agreement.

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.		Goodwill and Other Intangible Assets Impairment		$
6.		Consolidated EBITDA (Sum of A.1 through A.5)		$
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 6.1(o)(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.6 above)		$
2.		Scheduled Principal Payments on Senior Consolidated Debt		$
3.		Principal Payments on Subordinated Debt		$
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 1.00
7.		Minimum Required Consolidated Debt Service Coverage
		Ratio per Section 6.1(o)(ii)		1.15 to 1.00

EXHIBIT E

STANDBY LETTER OF CREDIT APPLICATION
AND AGREEMENT

		International Operations ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇		Telephone: Fax: SWIFT: Telex:		▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇

APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT
FOR ON-LINE INPUT, USE TAB KEY. DO NOT USE ENTER KEY
Date:				USE SPACE BAR TO FILL IN CHECK BOXES		LC No.
Please issue an irrevocable standby letter of credit (a “Credit’’) substantially conforming with this Application and forward same to Beneficiary or to your correspondent by the means indicated below. In issuing the Credit, First Bank (“Bank”) is expressly authorized to make such changes in the terms herein below set forth as Bank, in its sole discretion, may deem advisable, provided that such changes shall not vary the principal terms hereof. This Application is subject to the terms and conditions set forth in this Application, Bank’s standard terms for letters of credit, as well as the terms and conditions of all documents executed in connection with the Credit, INCLUDING THE STANDBY LETTER OF CREDIT AGREEMENT EXECUTED BY APPLICANT IN FAVOR OF BANK (THE “AGREEMENT”). *********

	Please forward by  o  Overnight Courier   o Full cable (operative)
	ADVISING BANK			FOR ACCOUNT OF (Account Party or Applicant)
	(if Beneficiary’s bank is not Bank’s correspondent, Bank will use its correspondent)
	BENEFICIARY			AMOUNT(Currency Code and Amount)
				Drafts to be presented on or before (Expiration Date)
				At the counters of First Bank [& Trust] address above
				If Autorenewable, Final Expiration Date
	Available by drafts at sight on you, or your correspondent at your option or you may waive draft requirement, and accompanied by the following document(s). Documents required: