Exhibit 10.27.5**AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND CONSENT**          **THIS AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND CONSENT**(this“Amendment”), dated as of February 9, 2005, is entered into by and among **PHIBRO ANIMALHEALTH CORPORATION**, a New York corporation (“Parent”), **PHIBRO ANIMAL HEALTH U.S., INC.**, aDelaware corporation (“PAHUS”), **PHIBRO ANIMAL HEALTH HOLDINGS, INC.**, a Delaware corporation(“Holdings”), **PRINCE AGRIPRODUCTS, INC.**, a Delaware corporation (“Prince”),**PHIBRO-TECH, INC.**(“PTI”; together with Parent, PAHUS, Holdings, and Prince, the“Borrowers”), the lenders from time to time party to the Loan and Security Agreementreferenced below (each a “Lender” and collectively, the “Lenders”), **WELLS FARGOFOOTHILL, INC.**, a California corporation, as the arranger and administrative agent for the Lenders(“Agent”; and together with the Lenders, collectively the “Lender Group”), in lightof the following:**W****I****T****N****E****S****S****E****T****H**          **WHEREAS**, Borrowers and the Lender Group are parties to that certain Loan and SecurityAgreement, dated as of October 21, 2003 (as amended, restated, supplemented, or otherwise modifiedfrom time to time, the “Loan Agreement”);          **WHEREAS,**Borrowers have advised the Lender Group that (a) the stockholders of Parent, otherthan the holders of Parent’s Series C Preferred Stock, intend to contribute their shares of eachclass of Parent’s Stock to PAHC Holdings Corporation, a Delaware corporation (“PAHCHoldings”) in exchange for a like number of shares of each class of PAHC Holdings’ Stock havingthe same designations, relative rights, privileges and limitations as the shares of such class ofParent’s Stock (except to the extent that PAHC Holdings is a Delaware corporation and Parent is aNew York corporation), and (b)(i)(A) Parent intends to issue to Jefferies & Co., Inc. or one ormore affiliates thereof (“Jefco”) 2,640 shares of Series D Preferred Stock, (B) PAHCHoldings intends to purchase all of Parent’s Series D Preferred Stock using the proceeds of theissuance of certain 15% senior secured notes due February 1, 2010 and issued by PAHC Holdings (the“PAHC Notes”), (C) Parent intends to redeem all of its Series C Preferred Stock using theproceeds from the sale of its Series D Preferred Stock, and (D) PAHC Holdings intends to contributethe Series D Preferred Stock of Parent to the capital of Parent, or (ii) without Parent issuing anyshares of Series D Preferred Stock, Parent intends to redeem all of its Series C Preferred Stock byusing the proceeds of the issuance of the PAHC Notes contributed to the capital of Parent by PAHCHoldings (the foregoing clausesa and b are referred to herein as the“PAHC Holdings Transaction”);          **WHEREAS**, Borrowers have requested certain amendments to the Loan Agreement; and          **WHEREAS**, subject to the terms and conditions herein, Agent and Lenders have agreed to consentto the PAHC Holdings Transaction and to amend the Loan Agreement as set forth herein.
 

 
          **NOW, THEREFORE,**for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree to amend the Loan Agreement as follows:**1.****DEFINITIONS****.**Capitalized terms used herein and not otherwise definedherein shall have the meanings ascribed to them in the Loan Agreement, as amended hereby.**2.****AMENDMENT TO LOAN AGREEMENT****.**     (a) Section 1.1 of the Loan Agreement is hereby amended by deleting the definitions of““Board of Directors”, “Change of Control”, and “Permitted Distributions”and replacing them with the following definitions, respectively:          ““Board of Directors” means the board of directors (or comparablemanagers) of PAHC Holdings or any committee thereof duly authorized to act on behalfof the board of directors (or comparable managers).”          ““Change of Control” means that (a) any “person” or “group” (within themeaning of Sections 13(d) and 14(d) of the Exchange Act), other than PermittedHolders, becomes the beneficial owner (as defined in Rule 13d-3 under the ExchangeAct), directly or indirectly, of 10%, or more, of the Stock of PAHC Holdings havingthe general voting power under ordinary circumstances to vote for the election of amajority of the members of the Board of Directors, or (b) a majority of the membersof the Board of Directors do not constitute Continuing Directors, (c) PAHC Holdingsceases to own, directly or indirectly, and control 100% of the outstanding Stock ofParent, or (d) Parent ceases to own, directly or indirectly, and control 100% of theoutstanding Stock of Borrowers (other than Parent), or (e) except for theconsummation of the PMC Sale Transactions or Permitted Reorganization Transactions,any Borrower or Guarantor ceases to own, directly or indirectly, and control 100% ofthe outstanding Stock of each of its Subsidiaries, or such lesser percentageownership of each of the Foreign Subsidiaries owned and extant as of the ClosingDate, or (f) the occurrence of an Indenture Change of Control.”          ““Continuing Director” means (a) any member of the Board of Directorswho was a director (or comparable manager) of Parent on the Closing Date, and (b)any individual who becomes a member of the Board of Directors after the Closing Dateif such individual was appointed or nominated for election to the Board of Directorsby a majority of the Continuing Directors, by the Noteholders Representative, byPermitted Holders, or by Palladium, but excluding any such individual originallyproposed for election in opposition to the directors of Parent in office at theClosing Date in an actual or threatened election contest relating to the election ofthe directors (or comparable managers) of Parent and whose initial assumption ofoffice resulted from such contest or the settlement thereof.”
 

 
          ““Permitted Distributions” means the payment, in cash, of dividends ordistributions of capital stock (a) made by any Borrower to any other Borrower, (b)made by any Guarantor to a Borrower, (c) made by any Borrower to a Guarantor, (d)made to a Borrower or a Guarantor by a Non-Obligor, (e) made by Non-Obligor to anyother Non-Obligor, (f) made to Palladium as set forth in the PMC Sale Transactions;provided that such PMC Sale Transactions occur on or before December 31, 2003, (g)made by Parent to repurchase the capital stock of PAHC Holdings (including options,warrants or other rights to acquire such capital stock) from departing or deceaseddirectors, officers and employees of the PAHC Holdings and its Subsidiaries pursuantto the terms of an employee benefit plan, employee agreement or shareholdersagreement by utilizing the cash proceeds of those insurance policies listed onExhibit P-1 plus an amount not to exceed $500,000 in the aggregate for allsuch repurchases, (h) so long as no Event of Default shall have occurred and iscontinuing, or would result therefrom, and Excess Availability is greater than$5,000,000 immediately prior to such payment and immediately after giving effect tosuch payment, made by Parent to PAHC Holdings in an aggregate amount not exceed$4,513,000 in any fiscal year solely for PAHC Holdings to make the regularlyscheduled interest payments on the PAHC Holdings Notes, and (i) so long as no Eventof Default shall have occurred and is continuing, or would result therefrom, made byParent to PAHC Holdings in an aggregate amount not exceed $500,000 in any fiscalyear.”     (b) Section 1.1 of the Loan Agreement is hereby amended by adding thefollowing definitions in alphabetical order:          ““PAHC Holdings” means PAHC Holdings Corporation, a Delawarecorporation.”          ““PAHC Holdings Notes” means those certain 15% senior secured notes dueFebruary 1, 2010 issued by PAHC Holdings in the aggregate principal amount of$29,000,000.”     (c) Schedule 5.8(b) to the Loan Agreement is hereby deleted in its entiretyand replaced with the attached Exhibit B.**3.****CONSENT****.**Subject to the satisfaction of each of the conditions andcovenants set forth herein, the Lender Group consents to the PAHC Holdings Transaction.**4.****CONDITIONS PRECEDENT TO THIS AMENDMENT****.**The satisfaction of each ofthe following shall constitute conditions precedent to the effectiveness of this Amendment and eachand every provision hereof:     (a) Agent shall have received this Amendment, duly executed by the parties hereto,and the same shall be in full force and effect;
 

 
     (b) Agent shall have received the reaffirmation and consent of each Guarantor, attached heretoas Exhibit A, duly executed and delivered by an authorized official of such Guarantor;     (c) Agent shall have received a copy of the indenture and each of the other materialagreements entered into in connection with the issuance of the PAHC Notes, each of which shall bein form and substance satisfactory to Agent;     (d) The representations and warranties in the Loan Agreement and the other Loan Documentsshall be true and correct in all material respects on and as of the date hereof, as though made onsuch date (except to the extent that such representations and warranties relate solely to anearlier date), and except for changes permitted by the Loan Documents;     (e) No Default or Event of Default shall have occurred and be continuing on the date hereof oras of the date of the effectiveness of this Amendment; and     (f) No injunction, writ, restraining order, or other order of any nature prohibiting, directlyor indirectly, the consummation of the transactions contemplated herein shall have been issued andremain in force by any Governmental Authority against Borrowers, Guarantors, or the Lender Group.**6. GOVERNING LAW.**THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THELAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEWYORK.**7.****ENTIRE AMENDMENT; EFFECT OF AMENDMENT****.**This Amendment, and the termsand provisions hereof, constitute the entire agreement among the parties pertaining to the subjectmatter hereof and supersedes any and all prior or contemporaneous amendments relating to thesubject matter hereof. Except for the amendments to the Loan Agreement expressly set forth inSection 2 hereof and the consent set forth in Section 3 hereof, the Loan Agreementand other Loan Documents shall remain unchanged and in full force and effect. To the extent anyterms or provisions of this Amendment conflict with those of the Loan Agreement or other LoanDocuments, the terms and provisions of this Amendment shall control. This Amendment is a LoanDocument. Except as expressly set forth herein, the execution, delivery, and performance of thisAmendment shall not operate as a waiver of or as an amendment of, any right, power, or remedy ofthe Lender Group as in effect prior to the date hereof. The agreements set forth herein arelimited to the specifics hereof, shall not apply with respect to any facts or occurrences otherthan those on which the same are based, shall not excuse future non-compliance under the LoanAgreement, and shall not operate as a consent to any further or other matter, under the LoanDocuments.**8.****COUNTERPARTS; TELEFACSIMILE EXECUTION****.**This Amendment may be executedin any number of counterparts, all of which taken together shall constitute one and the sameinstrument and any of the parties hereto may execute this Amendment by signing any suchcounterpart. Delivery of an executed counterpart of this Amendment by telefacsimile shall beequally as effective as delivery of an original executed counterpart of this Amendment. Any
 

 
party delivering an executed counterpart of this Amendment by telefacsimile also shall deliveran original executed counterpart of this Amendment, but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effect of this Amendment.**9.****MISCELLANEOUS****.**     (a) Upon the effectiveness of this Amendment, each reference in the Loan Agreementto “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the LoanAgreement shall mean and refer to the Loan Agreement as amended by this Amendment.     (b) Upon the effectiveness of this Amendment, each reference in the Loan Documentsto the “Loan Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring tothe Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.[Signature page follows.]
 

 
          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as ofthe date first written above.       **PHIBRO ANIMAL HEALTH CORPORATION,**  a New York corporation       By: /s/ Richard G. Johnson       Title: Chief Financial Officer       **PHIBRO ANIMAL HEALTH U.S., INC.,**  a Delaware corporation       By: /s/ David C. Storbeck       Title: Vice President       **PHIBRO ANIMAL HEALTH HOLDINGS, INC.,**  a Delaware corporation       By: /s/ David C. Storbeck       Title: Vice President       **PRINCE AGRIPRODUCTS, INC.,**  a Delaware corporation       By: /s/ David C. Storbeck       Title: Vice President       **PHIBRO-TECH, INC.,**  a Delaware corporation       By: /s/ David C. Storbeck       Title: Vice President       **WELLS FARGO FOOTHILL, INC.,**  a California corporation, as Agent and a Lender       By: /s/ Vincent J. Egan       Title: Vice President
 

 
**Exhibit A**REAFFIRMATION AND CONSENT          All capitalized terms used herein but not otherwise defined herein shall have the meaningsascribed to them in that certain **AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND CONSENT**(the “Amendment”), dated as of February ___, 2005. The undersigned each hereby (a)represents and warrants to the Lender Group that the execution, delivery, and performance of thisReaffirmation and Consent are within its corporate powers, have been duly authorized by allnecessary corporate action, and are not in contravention of any law, rule, or regulation, or anyorder, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmentalauthority, or of the terms of its charter or bylaws, or of any material contract or undertaking towhich it is a party or by which any of its properties may be bound or affected; (b) consents to theexecution, delivery, and performance of the Amendment; (c) acknowledges and reaffirms itsobligations owing to the Lender Group under the Loan Documents to which it is a party; and (d)agrees that each of the Loan Documents to which it is a party is and shall remain in full force andeffect in accordance with the terms thereof. Although the undersigned has been informed of thematters set forth herein and has acknowledged and agreed to same, it understands that the LenderGroup has no obligations to inform it of such matters in the future or to seek its acknowledgementor agreement to future consents or amendments, and nothing herein shall create such a duty.Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile shall beequally as effective as delivery of an original executed counterpart of this Reaffirmation andConsent. Any party delivering an executed counterpart of this Reaffirmation and Consent bytelefacsimile also shall deliver an original executed counterpart of this Reaffirmation and Consentbut the failure to deliver an original executed counterpart shall not affect the validity,enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation andConsent shall be governed by the laws of the State of New York.[Signature page follows.]
 

 
     **IN WITNESS WHEREOF,**the parties hereto have caused this Reaffirmation and Consent Agreement tobe executed by their respective officers thereunto duly authorized, as of the date first abovewritten.       **PHIBROCHEM, INC.**, a New Jersey corporation       By: /s/ David C. Storbeck       Name: David C. Storbeck        Title: Vice President            **WESTERN MAGNESIUM CORP.**, a California corporation       By: /s/ David C. Storbeck       Name: David C. Storbeck       Title: Vice President            **CP CHEMICALS, INC.**, a New Jersey corporation       By: /s/ David C. Storbeck       Name: David C. Storbeck       Title: Vice President            **PHIBRO CHEMICALS, INC.**, a New York corporation       By: /s/ David C. Storbeck       Name: David C. Storbeck       Title: Vice President     
S-1

 
**EXHIBIT B**
 

 
**Schedule 5.8(b)****Capitalization of Borrowers**         **Issued and Outstanding Shares of**  **Capital Stock****Name of Borrower** **Title of Class** **Number of Shares****Phibro Animal Health Corporation** Class A Common  12,600   Class B Common  11,888.5   A Preferred  5,207        **Subsidiaries of Phibro Animal HealthCorporation**      *Domestic*             Prince Agriproducts, Inc. Common  1 Phibrochem, Inc. Common  1 Phibro Animal Health Holdings, Inc. Common  100 Phibro Chemicals, Inc. Common  100 Western Magnesium Corp. Common  1 C P Chemicals, Inc. Common  2,500 Prince MFG, LLC* LLC Interests           *Foreign*             Ferro Metal and Chemical Corporation Limited Ordinary  572,500 Koffolk (1949), Ltd. Voting Shares  375,395,340   Non-Voting Shares  60,000 Odda Holdings AS (in bankruptcy)**             **Subsidiaries of C P Chemicals, Inc.**      *Domestic*             Phibro-Tech, Inc. Class A Common  3,200   Class B Common  71.67        **Subsidiaries of Phibro Animal HealthHoldings, Inc.**      *Domestic*             Phibro Animal Health U.S., Inc. Common  100 
 

 
         **Issued and Outstanding Shares of**  **Capital Stock****Name of Borrower** **Title of Class** **Number of Shares***Foreign*             Philibro Animal Health de Argentina S.R.L. Quotas  100 Phibro Animal Health Pty Limited (Australia) Ordinary Shares  2 Phibro Animal Health Ltd. (Canada) Shares  100 Phibro Animal Health Holdings, Inc. ChileLimitada Quotas  10,100 Phibro Animal Health de Costa Rica Ltda Quotas  10 Phibro Corporation Limited (Hong Kong) Shares  10,000 Phibro Japan Company Limited Shares  200 Phibro Corporation (M) Sdn Bhd Ordinary Shares  1,000 PB Animal Health de Mexico S. de R.L. de C.V. Quotas  2 Phibro Animal Health (Proprietary) Limited(South Africa) Shares  1,000 Philibro Animal Health de Venezuela S.R.L. Quotas  690 PAH Management Company Limited Ordinary Shares  1 Philipp Brothers Netherlands I B.V. Registered Shares  182        **Subsidiaries of Prince MFG, LLC**      The Prince Manufacturing Company* Common  900   Preferred  1,900        **Subsidiaries of Phibro-Tech, Inc.**      L.C. Holdings S.A. Shares  15,619        **Subsidiaries of Phibrochem, Inc.**      Phibro Animal Health (Belgium) SPRL Shares  1        **Subsidiaries of Philipp Brothers NetherlandsI B.V.**      Philipp Brothers Netherlands II B.V. Registered Shares  182        **Subsidiaries of Philipp Brothers NetherlandsII B.V.**      Philipp Brothers Netherlands III B.V. Registered Shares  180 Phibro Saude Animal International Ltda Quotas  1,000        **Subsidiaries of Philipp Brothers NetherlandsIII B.V.**      Phibro Animal Health (Belgium) SPRL Shares  749 
 

 
         **Issued and Outstanding Shares of**  **Capital Stock****Name of Borrower** **Title of Class** **Number of Shares**       **Subsidiaries of L.C. Holdings S.A.**      La Cornubia S.A. Shares  69,994        **Subsidiaries of Koffolk (1949) Ltd.**      Kofimex Ltd. Shares  829,903 Planalquimica Industrial Ltda. Shares  5,328,589 Wychem Limited Shares  800,000 Agrozan, Ltd. Shares  30,867,405        **Subsidiaries of Ferro Metal and ChemicalCorporation Limited**      Ferro Metal and Chemical Company Limited Ordinary Shares  100 D.G. Bennett Chemicals Limited Ordinary Shares  10,020        ***Subsidiaries of Odda Holdings AS***             Odda Smelteverk AS (in bankruptcy)** Shares  35,000  * Subject to the Liens of Agent in accordance with Sections 3.2(e) and 3.2(f) of the LoanAgreement. ** In bankruptcy and not subject to Liens of Agent.
 

 
**Schedule 5.8(b) (continued)**     A Shareholders Agreement initially entered into by Phibro-Tech, Inc. (“Phibro-Tech”) and threeexecutives of Phibro-Tech, including James O. Herlands (the “Executives”) provides, among otherthings, for restrictions on their shares as to voting, dividends, liquidation and transfer rights.The Shareholders Agreement also provides that upon the death of an Executive or termination of anExecutive’s employment, Phibro-Tech must purchase the Executive’s shares at their fair marketvalue, as determined by a qualified appraiser. In the event of a Change of Control (as defined),the Executive has the option to sell his shares to Phibro-Tech at such value. The ShareholdersAgreement, as amended in connection with the sale by PAHC Holdings Corporation (“PAHC”) of $29.0million of its 15% Senior Secured Notes due 2010, provides, that, upon the consent of Phibro-Tech,the Executives and the Company, the Executives’ shares of Phibro-Tech Common Stock may be exchangedfor a number of shares of the PAHC’s Common Stock, which may be non-voting Common Stock, having anequivalent value, and upon any such exchange such shares of PAHC’s Common Stock will become subjectto the Shareholders Agreement.