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St. Louis, Missouri
August 22, 2005
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FOR VALUE
RECEIVED, on September 30, 2006 the undersigned, VIRBAC
CORPORATION, a Delaware corporation (formerly known as
Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri
corporation, ST. JON 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 banking corporation (“Bank”),
the principal sum of Fifteen Million Dollars ($15,000,000.00), or
such lesser sum as may then be outstanding hereunder. The aggregate
principal amount which Bank shall be committed to have outstanding
hereunder at any one time shall not exceed the lesser of
(i) Fifteen Million Dollars ($15,000,000.00), or (ii) the
“Borrowing Base” (as defined in the Loan Agreement (as
hereinafter defined)), which amount may be borrowed, paid,
reborrowed 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 Bank interest
on the principal amount from time to time outstanding hereunder
prior to maturity from the date disbursed until paid at the rate or
rates per annum required by the Loan Agreement. All accrued and
unpaid interest with respect to each principal disbursement made
hereunder shall be payable on the dates set forth in
Section 3.6 of the Loan Agreement and at the maturity of this
Note, whether by reason of acceleration or otherwise. After the
maturity of this Note, whether by reason of acceleration or
otherwise, interest shall accrue and be payable on demand on the
entire outstanding principal balance hereunder 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. 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 office of Bank situated at 135 North Meramec, Clayton,
Missouri 63105, or at such other place as the holder hereof shall
designate in writing. Interest shall be computed on an actual day,
360-day year basis.
Bank 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. Bank’s books and records showing the account between
Bank and 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 the
Note referred to in that certain Credit Agreement dated as of
September 7, 1999 made by and between Borrowers and Bank (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. All
capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Loan
Agreement.
This Note is
secured by that cert
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