Exhibit 10.11


 


SUPPLEMENT TO 


AMENDED AND RESTATED TERM LOAN
AGREEMENT


 


THIS SUPPLEMENT TO
AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Supplement”), is entered into as of January 29, 2013, by and
among MAYFLOWER L.P., a limited partnership registered in Jersey, Channel Islands (registered no. LP282) (“Lender”),
and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), and the other
parties listed on the signature page hereto (the “Guarantors”).


 


WHEREAS, reference
is hereby made to that certain Amended and Restated Term Loan Agreement dated as of June 24, 2010 (as heretofore or hereafter amended,
the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Loan Agreement);


 


WHEREAS, the Loan Agreement
establishes certain conditions, as set forth in Section 6.12 thereof, under which Restricted Subsidiaries would be required to
guarantee the obligations of the Borrower under the Loan Agreement, with Section 6.12 providing (among other things) that if, after
the Effective Date, the Borrower 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 Borrower shall cause such Restricted
Subsidiary to execute and deliver to Lender a supplemental to the Guaranty or any other guarantee in form and substance satisfactory
to Lender pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of Obligations;


 


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, this Supplement
amends or supplements the Loan Agreement and the Guaranty set forth in Section 17.1 of the Loan Agreement to add OminGen as an
additional Guarantor under the Loan Agreement, and, accordingly satisfies the criteria of Section 6.12 of the Loan Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree that, effective as of the date hereof:


 


1.            (a)          OminGen
hereby agrees to be bound by the Loan Agreement, as amended by this Supplement and as hereafter amended in accordance with the
terms of the Loan Agreement, to the same extent as though the Loan Agreement were incorporated and fully set forth in this Supplement;
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 Supplement, jointly
and severally, unconditionally joins in and becomes bound by the Guaranty as set forth in Section 17.1 of the Loan Agreement.


 


2.            Except
as expressly provided herein, all terms and conditions of the Loan Agreement shall continue in full force and effect.


 


3.            This
Supplement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original,


 




    	 



    	 



    

 


and all of which, when taken together,
shall constitute but one and the same Supplement. Delivery of an executed counterpart of this Supplement by electronic transmission
shall be equally as effective as delivery of an original executed counterpart of this Supplement. Any party delivering an executed
counterpart of this Supplement by electronic transmission also shall deliver an original executed counterpart of this Supplement,
but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Supplement.


 


4.            This
Supplement, together with the Loan Agreement and the other Loan Documents, reflects the entire understanding of the parties with
respect to the transactions contemplated hereby and thereby and shall not be contradicted or qualified by any other agreement,
oral or written, before the date hereof.


 


[Signature page to follow.]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Supplement to Amended and Restated Term Loan Agreement to be executed and delivered as of the date first above written.


 


	 	PHIBRO ANIMAL HEALTH CORPORATION,
	 	as Borrower


 


	 	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
	 	By: PRINCE AGRI PRODUCTS, INC.,
	 	Its Sole Member
	 	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


  


	 	MAYFLOWER L.P.,
	 	as Lender


 


	 	By:	/s/ C S Burnhams





	 	 	Name: C S Burnhams
	 	 	Title:   Authorised Signatory





 


[SIGNATURE PAGE TO SUPPLEMENT TO AMENDED
AND RESTATED TERM LOAN AGREEMENT]