Exhibit 10.2


 


Execution
Version


 


AMENDMENT NO. 1 TO THE CREDIT AGREEMENT


 


AMENDMENT NO. 1, dated as of December 23,
2010 (this “Amendment”), among PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (the “Borrower”),
BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT,
dated as of August 31, 2010, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Credit
Agreement”) among the Borrower, each lender from time to time party thereto (collectively, the “Lenders”
and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Collateral Agent.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


WHEREAS, Section 11.01 of the Credit Agreement
permits the Credit Agreement to be amended from time to time;


 


NOW, THEREFORE, in consideration of the premises
and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.      Amendments.


 


As of the Amendment Effective Date (as defined
below), the Credit Agreement shall be amended as follows:


 


(a)        Section 7.02(2) is hereby
replaced in its entirety with the following:


 


“(2) (A) Indebtedness evidenced by the Senior
Notes outstanding on the date hereof, and (B) Additional Notes (as defined in the Senior Notes Document) up to an aggregate principal
amount of $25.0 million, and the guarantees in respect thereof;”


 


(b)        Section 7.02(15) is hereby
amended by an insertion as indicated:


 


“(15) unsecured Indebtedness of the Borrower
or any of its Subsidiaries under Credit Facilities and under clause (2)(B) above in an aggregate amount at any time outstanding
not to exceed (I) the greater of (x) $100.0 million and (y) the sum of (a) 85% of the book value of the receivables of the Borrower
and the Subsidiaries plus (b) 65% of the book value of inventory of the Borrower and the Subsidiaries, in each case, calculated
on a consolidated basis and in accordance with GAAP minus (II) the Aggregate Commitments at such time.”


 




    	 



    	-2-



    

 


Section 2.      Representations
and Warranties.


 


The Borrower represents and warrants to the
Lenders as of the date hereof and the Amendment Effective Date (as defined below) that:


 


(a)        Before and after giving effect to this
Amendment, the representations and warranties of the Borrower and each other Loan Party contained in Article V of the Credit
Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith,
are true and correct in all material respects on and as of such date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material aspects as of such earlier
date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements of the Borrower and its Subsidiaries furnished pursuant
to Section 6.01(a) and Section 6.01(b), respectively, of the Credit Agreement.


 


(b)        At the time of and before and after giving
effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


Section 3.      Conditions
to Effectiveness.


 


This Amendment shall become effective as of
the date (the “Amendment Effective Date”) that the Administrative Agent (or its counsel) shall have received
from the Borrower, the Administrative Agent and each Lender a counterpart of this Amendment signed on their behalf. The
Administrative Agent shall notify the Borrower of the Amendment Effective Date promptly after such date.


 


Section 4.      Counterparts.


 


This Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be
deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart
of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart
hereof.


 


Section 5.      Applicable
Law.


 


THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 6.      Headings.


 


The headings of this Amendment are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.


 




    	 



    	-3-



    

 


Section 7.      Effect of Amendment.


 


Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies
of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision
of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. This Amendment, and the terms and provisions hereof, constitute the entire agreement among the parties
pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject
matter hereof. Upon the effectiveness of this Amendment, (a) each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement shall
mean and refer to the Credit Agreement as amended by this Amendment and (b) each reference in the Loan Documents to the “Credit
Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the
Credit Agreement shall mean and refer to the Credit Agreement as amended by this Amendment.


 


[remainder of page intentionally left blank]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 


	 	PHIBRO ANIMAL HEALTH CORPORATION


 


	 	By:	 	/s/ David C. Storbeck
	 	 	Name:	David C. Storbeck
	 	 	Title:	Vice President Finance & Treasurer


 


[Credit Agreement Amendment No. 1]


 




    	 



    	 



    

 


	 	BANK OF AMERICA, N.A., as Administrative 

Agent and Collateral Agent


 


	 	By:	 	/s/ George S. Carey
	 	 	Name:	George S. Carey
	 	 	Title:	Assistant Vice President


 


	 	BANK OF AMERICA, N.A., as a Lender 

and L/C Issuer


 


	 	By:	 	/s/ Stacey A. Hamilton Sandler
	 	 	Name:	Stacey A. Hamilton Sandler
	 	 	Title:	Senior Vice President


 


[Credit Agreement Amendment No. 1]


 




    	 



    	 



    

 


	 	COOPERATIEVE CENTRALE RAIFFEISEN-

BOERENLEENBANK B.A., “RABOBANK
    NEDER-

LAND”, NEW YORK BRANCH, 

as a Lender


 


	 	By:	 	/s/ Stephen Gilbert
	 	 	Name:  Stephen Gilbert
	 	 	Title:	Vice President
	 	 	 	 
	 	By:	 	/s/ Brett Delfino
	 	 	Name:	Brett Delfino
	 	 	Title:	Executive Director


 


[Credit Agreement Amendment No. 1]


 




    	 



    	 



    

 


	 	CITIZENS BANK OF PENNSYLVANIA,
	 	as a Lender


 


	 	By:	 	/s/ Frank J.Kelly
	 	 	Name:	Frank J. Kelly
	 	 	Title:	Senior Vice President


 


[Credit Agreement Amendment No. 1]