Exhibit
4.5


 


 



 


PHIBRO
ANIMAL HEALTH CORPORATION,


 


THE
GUARANTORS

named herein


 


and


 


HSBC
BANK USA, NATIONAL ASSOCIATION, as Trustee


 





 



 


THIRD
SUPPLEMENTAL INDENTURE


 


Dated
as of March 6, 2013


 





 



 


91⁄4%
Senior Notes due 2018


 


 



 




    	 



    	 



    

 


THIRD
SUPPLEMENTAL INDENTURE


 


THIRD
SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”),
dated as of March 6, 2013, among Phibro Animal Health Corporation (the “Issuer”),
each of the Guarantors named herein, as Guarantors, and HSBC Bank USA, National Association, as Trustee (the “Trustee”).
All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Indenture (as defined herein).


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to a certain Indenture, dated as of July 9, 2010 (as such may be amended and supplemented from time to time, the “Indenture”),
among the Issuer, the Guarantors named therein and the Trustee, the Issuer issued its 91⁄4% Senior Notes due 2018 (the “Notes”)
in the aggregate principal amount of $300,000,000; and


 


WHEREAS,
the Indenture establishes certain conditions, as set forth in Section 4.13 thereof, under which Restricted Subsidiaries would be
required to guarantee the obligations of the Issuer under the Indenture and the Notes, with Section 4.13 providing (among other
things) that if, after the Issue Date, the Issuer or any Restricted Subsidiary shall acquire or create another Subsidiary (other
than a Foreign Subsidiary or a Subsidiary that has been designated an Unrestricted Subsidiary), then the Issuer shall cause such
Restricted Subsidiary to execute and deliver to the Trustee (i) a supplemental indenture in form and substance satisfactory to
the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations
under the Notes and the Indenture and (ii) a notation of guarantee in respect of its Note Guarantee; and


 


WHEREAS,
on December 20, 2012, OmniGen Research, LLC, an Oregon limited liability company (“OmniGen”),
became a Subsidiary of Prince Agri Products, Inc., a Delaware corporation and Restricted Subsidiary and, by virtue thereof, constitutes
a Restricted Subsidiary that is not a Foreign Subsidiary; and


 


WHEREAS,
the Issuer has determined that OminGen is required to comply with Section 4.13 of the Indenture and execute a supplemental indenture
under which OminGen will be bound by the Guarantee contemplated thereby; and


 


WHEREAS,
pursuant to Sections 8.01(4) and (9) of the Indenture, the Issuer and the Trustee may amend, waive or supplement the Indenture,
the Note Guarantee or the Notes without prior notice to or consent of any Holder to (i) add Note Guarantees with respect to the
Notes, including any Subsidiary, and (ii) make any change that does not materially adversely affect the rights of any Holder under
the Indenture; and


 


WHEREAS,
this Third Supplemental Indenture amends or supplements the Indenture and also the Notation of Guarantee in the form attached as
Exhibit G thereto to add OminGen
as an additional Guarantor under the Indenture and as additional signatory to the Notation of Guarantee, and, accordingly satisfies
the criteria of Section 8.01 of the Indenture; and


 




    	 



    	 



    

 


WHEREAS,
the Issuer, each of the Guarantors existing prior to the date hereof, OminGen and the Trustee desire and have agreed to execute
and deliver this Third Supplemental Indenture as herein provided and all conditions and requirements necessary to make this Third
Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled and
the execution and delivery hereof have been in all respects duly authorized by all necessary parties;


 


NOW,
THEREFORE, in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders
as follows:


 


1.            Additional
Guarantor.


 


(a)          OminGen
hereby agrees to be bound by the Indenture, as amended by this Third Supplemental Indenture and as hereafter amended in accordance
with the terms of the Indenture, to the same extent as though the Indenture were incorporated and fully set forth in this Third
Supplemental Indenture; and, by virtue thereof, hereby becomes a Guarantor for all purposes.


 


(b)          Without
limiting the generality of subsection (a) above, OminGen (with each other Guarantor), by execution of this Third Supplemental Indenture,
jointly and severally, unconditionally joins in and becomes bound by the Note Guarantee as set forth in Section 10.01 of the Indenture.


 


2.            Notation
of Guarantee.  The Issuer and the Guarantors,
including OminGen, agree that the Trustee is permitted, and each of them hereby authorizes the Trustee, to place a notation about
this Third Supplemental Indenture on the Notes in accordance with the provisions of Section 8.05 of the Indenture; provided that
nothing herein shall limit the generality and applicability of Section 4.13 of the Indenture.


 


3.            Acceptance
by Trustee.  The Trustee accepts this
Third Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby supplemented, but only upon the
terms and conditions set forth in the Indenture, including the terms and conditions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and conditions shall in like manner define and limit its liabilities and responsibilities
in the performance of the trust created by the Indenture as hereby supplemented.


 


4.            Supplemental
Indenture Part of Indenture; Ratification of Indenture.
 This Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and,
as provided in the Indenture, this Third Supplemental Indenture forms a part thereof. Except as otherwise expressly provided for
in this Third Supplemental Indenture, all of the terms and conditions of the Indenture are hereby ratified and shall remain unchanged
and continue in full force and effect.


 


5.            Trustee
Makes No Representation The recitals contained
in this Third Supplemental Indenture shall be taken as the statements made solely by the Issuer and the Guarantors, including OminGen,
and the Trustee shall have no liability or responsibility for their


 




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correctness,
and, without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of (i) the validity or sufficiency of this Third Supplemental Indenture or any of the terms or provisions hereof,
(ii) the proper authorization hereof by the Issuer and the Guarantors (including OmniGen) by corporate action or otherwise, (iii)
the due execution hereof by the Issuer and the Guarantors (including OmniGen) or (iv) the consequences (direct or indirect and
whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to
any such matters.


 


6.            Conflict
with Trust Indenture Act.  If any provision
of this Third Supplemental Indenture limits, qualifies or conflicts with any provision of the TIA that is required under the TIA
to be part of and govern any provision of this Third Supplemental Indenture, the provision of the TIA shall control. If any provision
of this Third Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision
of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Third Supplemental Indenture, as
the case may be.


 


7.            Successors.
 All agreements of the Issuer in this Third Supplemental Indenture shall bind its successors. All agreements of the Trustee in this
Third Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this Third Supplemental Indenture shall
bind its successors, except as otherwise provided in Section 11.11 of the Indenture.


 


8.            Effective
Date.  This Third Supplemental Indenture shall
become effective upon the execution and delivery hereof by the Issuer, the Guarantors (including OmniGen) and the Trustee.


 


9.            Governing
Law.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED IN
THE STATE OF NEW YORK.


 


10.          Counterparts.
 The parties hereto may sign multiple counterparts of this Third Supplemental Indenture. Each signed counterpart shall be deemed
an original, but all of them together represent one and the same agreement.


 


11.          Effect
of Headings.  The Section headings herein
are for convenience only and shall not affect the construction thereof.


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed all as of the date and year
first written above.


 


	 	Issuer:
	 	 
	 	PHIBRO ANIMAL HEALTH CORPORATION
	 	 	 
	 	By:	/s/ David C. Storbeck
	 	 	Name:	  David C. Storbeck
	 	 	Title:	  Vice President
	 	 	 
	 	Guarantors:
	 	 
	 	PRINCE AGRI PRODUCTS, INC.
	 	PHIBROCHEM, INC.
	 	PHIBRO ANIMAL HEALTH HOLDINGS, INC.
	 	PHIBRO CHEMICALS, INC. 
	 	WESTERN MAGNESIUM CORP.
	 	C.P. CHEMICALS, INC.
	 	PHILIPP BROTHERS CHEMICALS, INC.
	 	PHIBROWOOD, LLC 
	 	PHIBRO-TECH, INC.
	 	OMNIGEN RESEARCH, LLC
	 	FIRST DICE ROAD COMPANY, A CALIFORNIA LIMITED 
	 	PARTNERSHIP
	 	 	By: WESTERN MAGNESIUM CORP.,

Its General Partner
	 	 	 
	 	By:	/s/ David C. Storbeck
	 	 	Name:	  David C. Storbeck
	 	 	Title:	  Vice President


 


Signature Page to Third Supplemental
Indenture


 




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	 	HSBC
    BANK USA, NATIONAL ASSOCIATION,

    as Trustee
	 	 	 
	 	By:	/s/
    Herawattee Alli
	 	 	Name:	  Herawattee Alli
	 	 	Title:	  Vice President


 


Signature Page to Third Supplemental
Indenture


 






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