Exhibit 4.7


 


Addendum
to Stockholders Agreement


 


This
Addendum to Stockholders Agreement is made as of the 28th day of April 2009 (this “Addendum”),
by 3i Group plc, a company incorporated in England and Wales (the “Purchaser”) pursuant to Section 2.3 of the
Stockholders Agreement (the “Stockholders Agreement”), dated as
of March 12, 2008, by and among Phibro Animal Health Corporation, a New York corporation (the “Company”)
and certain stockholders of the Company. Capitalized terms used herein without definition shall have the meanings given to them
in the Stockholders Agreement.


 


In
consideration of the Sale of Stock to the Purchaser and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Purchaser hereby agrees as follows:


 


1.        The
Purchaser hereby joins in and agrees to be bound by each and all of the provisions of the Stockholders Agreement as a Stockholder
thereunder. The Purchaser further agrees to execute and deliver all other documents and instruments and take all other actions
required under or pursuant to the Stockholder Agreement or as reasonably required by the Company in connection herewith.


 


2.        The
Purchaser hereby represents and warrants that (i) each representation and warranty contained in Article VII of the Stockholders
Agreement (other than the representation and warranty in Section 7.1(g)) is true and correct with respect to the Purchaser as
of the date hereof, as if such representations and warranties were incorporated herein and (ii) it is purchasing the Stock for
investment for its own account, not as a nominee or agent, and, except as set forth below, not with a view to the resale or distribution
of any part thereof; and (iii) the Schedule to this Addendum sets forth an accurate list of the number and type of all Stock owned
by it (or, in respect of the warrant to purchase Stock issued by the Company to 3i Quoted Private Equity plc on 3 March 2009,
which warrant was assigned by 3i Quoted Private Equity plc to the Purchaser as of the date hereof (the “Warrant”),
to be owned by it following the execution and delivery by the Company of a new Warrant in the name of the Purchaser).


 


The
Purchaser intends to transfer all of the Stock owned by it to Mayflower L.P. (an affiliated limited partnership established in
Jersey) in due course provided that Mayflower L.P. shall execute and deliver to the Company an addendum to the Stockholders Agreement
in connection with such transfer substantially in the form of Exhibit A of the Stockholders Agreement, which shall include a representation
that it is acquiring the Stock for investment for its own account, not as a nominee or agent, and not with a view to the resale
or distribution of any part thereof.


 


IN
WITNESS WHEREOF, the Purchaser has caused this Addendum to be executed and delivered to each of the Company and the Stockholders
as of the date first above written.


 


	 	3i
    Group plc
	 	 
	 	By:	/s/ Jonathan Murphy
	 	 	Name:	Jonathan Murphy
	 	 	Title:	Deputy Company Secretary


 




    	 



    	2



    

 


	PHIBRO ANIMAL HEALTH CORPORATION	 
	 	 	 
	By:	/s/ David C. Storbeck	 
	 	Name:	David C. Storbeck	 
	 	Title:	Vice President, Treasurer	 


 




    	 



    	3



    

 


SCHEDULE


 


	Type of Security	 	Number
	 	 	 
	Common Shares	 	20,610,000
	 	 	 
	Warrant	 	in respect of 2,134,021 Common Stock