Exhibit 10.1.1

        FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL
                    EXPENDITURE LINE AND SECURITY AGREEMENT

      THIS FIRST  AMENDMENT TO AMENDED AND RESTATED  REVOLVING  CREDIT,  CAPITAL
EXPENDITURE LINE AND SECURITY AGREEMENT (the "Agreement") is entered into on the
28th day of September,  2001, effective as of June 30, 2001 by and among PHILIPP
BROTHERS CHEMICALS, INC., a corporation organized under the laws of the State of
New York,  ("Borrower"),  Phibro-Tech,  Inc., a corporation  organized under the
laws of the State of Delaware,  C P Chemicals,  Inc.,  a  corporation  organized
under the laws of the State of New Jersey, The Prince  Manufacturing  Company, a
corporation  organized under the laws of the State of  Pennsylvania,  The Prince
Manufacturing  Company,  a corporation  organized under the laws of the State of
Illinois,  Prince Agriproducts,  Inc., a corporation organized under the laws of
the  State  of  Delaware,  Mineral  Resource  Technologies,  L.L.C.,  a  limited
liability  company  organized  under  the  laws of the  State of  Delaware,  MRT
Management  Corp.,  a  corporation  organized  under  the  laws of the  State of
Delaware,  Koffolk, Inc., a corporation organized under the laws of the State of
Delaware, Phibro-Chem, Inc., a corporation organized under the laws of the State
of New Jersey, PhibroChemicals,  Inc., a corporation organized under the laws of
the State of New York,  Western  Magnesium Corp., a corporation  organized under
the laws of the State of  California,  Phibro  Animal Health  Holdings,  Inc., a
corporation organized under the laws of Delaware, and Phibro Animal Health U.S.,
Inc., a corporation organized under the laws of Delaware (each a "Guarantor" and
collectively  "Guarantors"),  the financial  institutions which are now or which
hereafter become a party hereto (collectively,  the "Lenders" and individually a
"Lender") and PNC BANK,  NATIONAL  ASSOCIATION,  a national banking  association
("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").

                                    RECITALS

      Whereas,  on August 19, 1998,  PNC,  the  Borrower and certain  Guarantors
entered into a Revolving  Credit,  Acquisition Term Loan and Security  Agreement
(as such has been amended, supplemented and/or restated until November 28, 2000,
the  "Original  Loan  Agreement"),  pursuant to which certain  Lenders  extended
various credit facilities in favor of the Borrower;

      Whereas,  on November 29, 2000,  Borrower,  Guarantors and Lenders amended
and  restated  the  Original  Loan  Agreement  and  entered  into an Amended and
Restated Revolving Credit,  Capital  Expenditure Line and Security Agreement (as
may be amended, supplemented and/or restated, the "Loan Agreement"), pursuant to
which the Lenders extended various credit  facilities in the aggregate amount of
$85,000,000 in favor of the Borrower; and

      Whereas, Borrower,  Guarantors and Lenders have agreed to modify the terms
of the Loan Agreement as set forth in this Agreement.

      Now, therefore, in consideration of Lender's continued extension of credit
and the agreements contained herein, the parties agree as follows:

                                    AGREEMENT

1)    ACKNOWLEDGMENT  OF  BALANCE.  Borrower  acknowledges  that the most recent
      statement of account sent to Borrower with respect to the  Obligations  is
      correct.

2)    MODIFICATIONS. The Loan Agreement be and hereby is modified as follows:

      (A) The following  definitions contained in Section 1.2 are hereby deleted
      and new definitions are substituted therefor to read as follows:

            "Fixed  Charge  Coverage  Ratio"  shall mean the ratio of (a) EBITDA
            (excluding all EBITDA  (positive or negative) of Agtrol U.S. for the
            fiscal  year  ending  June  30,  2001)  minus  domestic   Unfinanced
            Capitalized Expenditures, domestic cash taxes, domestic cash royalty
            or earn out  payments  with  respect to Obligors  due to Pfizer Inc.
            under the Asset  Purchase  Agreement,  and domestic  cash  dividends
            permitted  by the terms of Section 7.7  hereof,  all made during the
            period being  tested,  to (b) all


<PAGE>

            domestic  scheduled   principal  and  interest  payments  (less  any
            domestic cash interest  income) on all domestic Funded  Indebtedness
            during the period being tested.

            "Interest Coverage Ratio" shall mean Consolidated EBITDA of Borrower
            on a consolidated  basis (including all direct and indirect domestic
            and  foreign   Subsidiaries)  divided  by  interest  on  all  Funded
            Indebtedness of the Borrower on a consolidated  basis (including all
            direct and indirect domestic and foreign Subsidiaries). For purposes
            of all calculations under this definition,  EBITDA shall exclude all
            EBITDA  (positive or negative)  of Agtrol  International  and Agtrol
            U.S. for the fiscal year ending June 30, 2001.

3)    CONSENTS. Lenders hereby consent to:

      (A) the merger of Koffolk, Inc., a corporation organized under the laws of
      the State of Delaware,  with and into Phibro Animal  Health U.S.,  Inc., a
      corporation organized under the laws of Delaware; and

      (B) the  merger  of  Mineral  Resource  Technologies,  L.L.C.,  a  limited
      liability company organized under the laws of the State of Delaware,  with
      and into MRT Management  Corp., a corporation  organized under the laws of
      Delaware;   provided   that  the  Borrower   shall  have   delivered   all
      documentation related thereto.

4)    ACKNOWLEDGMENTS. Borrowers acknowledge and represent that:

      (A) the Loan Agreement and other Loan Documents, as amended hereby, are in
      full force and effect without any defense, claim,  counterclaim,  right or
      claim of set-off;

      (B) to the best of their knowledge,  no default by the Agent or Lenders in
      the performance of their duties under the Loan Agreement or the other Loan
      Documents has occurred;

      (C) all  representations  and warranties of the Borrower  contained herein
      and in the other  Loan  Documents  are true and  correct  in all  material
      respects as of this date,  except for any  representation or warranty that
      specifically  refers to an earlier  date and except to the extent that the
      Agent  and the  Lenders  have  been  notified  by the  Borrower  that  any
      representation  or warranty is not correct and the  Required  Lenders have
      explicitly  waived  in  writing  compliance  with such  representation  or
      warranty  (which  waiver is hereby  granted)  and except for  changes  not
      prohibited by the terms of the Loan Agreement;

      (D)  Borrowers  have taken all  necessary  corporate or company  action to
      authorize the execution and delivery of this Agreement; and

      (E) this Agreement is a modification of an existing  obligation and is not
      a novation.

5)    PRECONDITIONS.  The Borrower shall deliver the following:  (a) an executed
      First  Amendment  to  Amended  and  Restated  Revolving  Credit,   Capital
      Expenditure Line and Security Agreement,  (b) commitment fee in the amount
      of $75,000 payable to the Lenders,  and (c) all  documentation  related to
      Subsection 3(A) above. It is understood and agreed that Borrower shall pay
      all fees and costs incurred by Lenders in entering into this Agreement and
      the other  documents  executed in connection  herewith,  including but not
      limited to all reasonable attorney fees and expenses of Lenders' counsel.

6)    MISCELLANEOUS.  This Agreement  shall be construed in accordance  with and
      governed by the laws of the State of New Jersey, without reference to that
      state's  conflicts of law  principles.  This  Agreement and the other Loan
      Documents constitute the sole agreement of the parties with respect to the
      subject matter hereof and thereof and supersede all oral  negotiations and
      prior writings with respect to the subject  matter hereof and thereof.  No
      amendment  of  this  Agreement,  and no  waiver  of any one or more of the
      provisions  hereof  shall be  effective  unless set forth in  writing  and
      signed  by  the  parties  hereto.  The  illegality,   unenforceability  or
      inconsistency  of any  provision  of this  Agreement  shall not in any way
      affect  or impair  the  legality,  enforceability  or  consistency  of the
      remaining  provisions of this Agreement or the other Loan Documents.  This
      Agreement  and the other Loan  Documents  are  intended to be  consistent.
      However, in the event of any inconsistencies  among this Agreement and any


                                       2
<PAGE>

      of the  Loan  Documents,  the  terms  of this  Agreement,  then  the  Loan
      Agreement,  shall control. This Agreement may be executed in any number of
      counterparts and by the different parties on separate  counterparts.  Each
      such counterpart  shall be deemed an original,  but all such  counterparts
      shall together constitute one and the same agreement.

7)    DEFINITIONS.  The terms used herein and not otherwise  defined or modified
      herein shall have the meanings ascribed to them in the Loan Agreement. The
      terms used herein and not otherwise  defined or modified herein or defined
      in the Loan  Agreement  shall have the  meanings  ascribed  to them by the
      Uniform Commercial Code as enacted in New Jersey.

IN WITNESS  WHEREOF,  the undersigned  have signed and sealed this Agreement the
day and year first above written.

BORROWER:

ATTEST:                                PHILIPP BROTHERS CHEMICALS, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

GUARANTORS:

ATTEST:                                PHIBRO-TECH, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

ATTEST:                                C P CHEMICALS, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

ATTEST:                                THE PRINCE MANUFACTURING COMPANY (PA)

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           700 Lehigh Street
                                           Bowmanstown, P.A. 18030


                                       3
<PAGE>

ATTEST:                                THE PRINCE MANUFACTURING COMPANY (IL)

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Prince Plaza
                                           P.O. Box 1009
                                           Quincy, Il. 62306

ATTEST:                                PRINCE AGRIPRODUCTS, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Prince Plaza
                                           P.O. Box 1009
                                           Quincy, Il. 62306

ATTEST:                                MINERAL RESOURCE TECHNOLOGIES, L.L.C.

                                       By:  MRT MANAGEMENT CORP.,
                                            as Managing Member

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           120 Interstate North Parkway East
                                           Suite 440
                                           Atlanta, G.A. 30339

ATTEST:                                MRT MANAGEMENT CORP.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           120 Interstate North Parkway East
                                           Suite 440
                                           Atlanta, G.A. 30339

ATTEST:                                KOFFOLK, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

ATTEST:                                PHIBRO-CHEM, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024


                                       4
<PAGE>

ATTEST:                                PHIBROCHEMICALS, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

ATTEST:                                WESTERN MAGNESIUM CORP.

BY: /s/ Joseph M. Katzenstein          By: /s/ David C. Storbeck
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       David C. Storbeck, Vice President
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

ATTEST:                                PHIBRO ANIMAL HEALTH HOLDINGS, INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ Marvin S. Sussman
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       Marvin S. Sussman, Chief
                                           Executive Officer
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

ATTEST:                                PHIBRO ANIMAL HEALTH  U.S., INC.

BY: /s/ Joseph M. Katzenstein          By: /s/ Marvin S. Sussman
    --------------------------------       ---------------------------------
    Joseph M. Katzenstein, Secretary       Marvin S. Sussman, Chief
                                           Executive Officer
                                           One Parker Plaza
                                           Fort Lee, N.J. 07024

LENDERS:

ATTEST:                                PNC BANK, NATIONAL ASSOCIATION,
                                       as Lender and as Agent

                                       By: /s/ Michelle Stanley-Nurse
                                           -------------------------------------
                                           Name:  Michelle Stanley-Nurse
                                           Title:  Vice President

                                           Address: Two Tower Center Boulevard
                                                East Brunswick, New Jersey 08816

                                           Commitment Percentage: 41.1764705882%


                                       5
<PAGE>

                                       BANK OF AMERICA, N. A., as Lender

                                       By: /s/ Edmundo E. Kahn
                                           -------------------------------------
                                           Name: Edmundo E. Kahn
                                           Title: Vice President
                                           Address: 335 Madison Avenue
                                                    6th Floor
                                                    New York, New York 10017
                                           Commitment Percentage: 29.4117647059%

                                       GENERAL ELECTRIC CAPITAL CORPORATION, as
                                       Lender

                                       By: /s/ Moira Duncan
                                           -------------------------------------
                                           Name: Moira Duncan
                                           Title Senior Risk Manager
                                           Address: 980 Washington Street,
                                                    Suite 123
                                                    Dedham, MA 02026

                                           Commitment Percentage: 29.4117647059%