Exhibit 4.8


 


Addendum
to Stockholders Agreement


 


This
Addendum to Stockholders Agreement is made as of the 16 day of June 2009 (this “Addendum”),
by Mayflower L.P., a limited partnership registered in Jersey (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; (ii) it is purchasing 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; (iii) it
is a partnership advised by 3i Investments plc (company number 03975789), an indirect subsidiary of 3i Group plc, and is therefore
a Related Party for the purposes of the Stockholders Agreement; and (iv) 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 Group plc dated 3 March 2009, which warrant was assigned by 3i Group 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).


 


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.


 


	 	Mayflower L.P. (acting by its Manager, 3i

    Investments plc)
	 	 
	 	By:	/s/
    Alan Mackay
	 	 	Name:	Alan Mackay
	 	 	Title:	Authorised Signatory


 




    	 



    	2



    

 


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


 




    	 



    	3



    

 


SCHEDULE


 


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


 




    	 



    	 



    

 


Phibro
Animal Health Corporation


65
Challenger Road


Ridgefield
Park, NJ 07660


For
the attention of: General Counsel


 


BFI
Co., LLC


65
Challenger Road


Ridgefield
Park, NJ 07660


For
the attention of: Jack C. Bendheim


 


16
June 2009


 


Dear
Sirs,


 


Notice
of Assignment of Stockholders Agreement


 


We
refer to the stockholders agreement between 3i Quoted Private Equity plc (“3i QPE”), Phibro Animal Health Corporation
(the “Company”), BFI Co., LLC and Jack C. Bendheim dated 12 March 2008 (the “Stockholders Agreement”).


 


The
shares held by 3i QPE in Phibro was transferred to 3i Group plc on 28 April 2009 and 3i QPE assigned all its rights, title, interest
and benefit in and to the Stockholders Agreement to 3i Group plc with effect from that date. 3i Group plc transferred these shares
in Phibro to Mayflower L.P. on 16 June 2009. In accordance with Section 9.4 of the Stockholders Agreement, 3i Group plc assigned
all its rights, title, interest and benefit in and to the Stockholders Agreement to Mayflower L.P with effect from that date.


 


In
future, you should deal solely with Mayflower L.P. in respect of the Stockholders Agreement. The Stockholders Agreement shall
continue on its existing terms in all other respects. Notice details for Mayflower L.P. are:


 


		Address:	16
                                         Palace Street

                                         London SW1E 5JD

                                         United Kingdom



 


		Fax:	+44 207
                                         928 0058



 


		Attention:	Alan
                                         Mackay



 


Please
sign and return the enclosed copy of this letter to acknowledge receipt of this notice.


 


	Yours faithfully
	 
	/s/ Alan Mackay
	for and on behalf of 3i Group plc


  




    	 



    	2



    

 


Copies
to:


 


Phibro
Animal Health Corporation


65
Challenger Road


Ridgefield
Park, NJ 07660


For
the attention of: Chief Executive Officer


 


BFI
Co., LLC


65
Challenger Road


Ridgefield
Park, NJ 07660


For
the attention of: Daniel Bendheim


 




    	 



    	3



    

 


We
hereby acknowledge receipt of the notice of assignment in respect of the Stockholders Agreement


  


	/s/ David C. Storbeck	 







For and on behalf of Phibro Animal Health Corporation


 


Date:  6/16/09