Exhibit 4.3


 


Execution Copy


 


 











 


PHIBRO ANIMAL HEALTH CORPORATION,


 


THE GUARANTORS

named herein


 


and


 


HSBC BANK USA, NATIONAL ASSOCIATION, as
Trustee 


_________________________


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of January 25, 2011 


_________________________


 


91⁄4% Senior Notes due 2018


  







 






 




    	 



    	 



    

 


FIRST SUPPLEMENTAL INDENTURE 


 


FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”), dated as of January 25, 2011, 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 $275,000,000; and


 


WHEREAS, pursuant to Section 8.02 of the
Indenture, the Issuer when authorized by resolution of its Board of Directors, and the Trustee, together, with the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (the “Requisite Consents”),
are authorized to amend or supplement the Indenture as set forth in this First Supplemental Indenture; and


 


WHEREAS, the Issuer and the Trustee desire
and have agreed to execute and deliver this First Supplemental Indenture as herein provided and all conditions and requirements
necessary to make this First 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;
and


 


WHEREAS, the Issuer has solicited consents
of the holders of the Notes to certain amendments (the “Proposed Amendments”) to the Indenture which require
the Requisite Consents in order to effect; and


 


WHEREAS, the Issuer has received the Requisite
Consents to effect the Proposed Amendments under the Indenture; and


 


WHEREAS, the Issuer has been authorized by
its Board of Directors to enter into this First Supplemental Indenture;


 


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


 


		1.	The Indenture is hereby amended as set forth below in this Section 1:



 


(a)           The paragraph defining
“Permitted Indebtedness” in Section 4.06 of the Indenture is hereby amended as indicated below:


 




    	 



    	 



    

 


		(i)	Clause (1) is hereby amended by adding “and under clause (15) below” after the “Indebtedness
of the Issuer and any Restricted Subsidiary under the Credit Facilities” so that clause (1) reads in its entirety as follows:



 


		“(1)	Indebtedness of the Issuer and any Restricted Subsidiary under the Credit Facilities and under
clause (15) below in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $100.0 million less,
to the extent a permanent repayment and/or commitment reduction is required under a Credit Facility as a result of such application,
the aggregate amount of Net Available Proceeds applied to repayments under the Credit Facilities in accordance with Section 4.09
and (y) the sum of (i) 85% of the book value of the accounts receivable of the Issuer and the Restricted Subsidiaries plus (ii)
65% of the book value of inventory of the Issuer and the Restricted Subsidiaries, in each case, calculated on a consolidated basis
and in accordance with GAAP;”



 


		(ii)	Clause (13) is amended to strike the word “and” from the end of such clause.



 


		(iii)	The following new clause (15) is hereby added after clause (14) and the period at the end of clause (14) is hereby changed
to “; and”:



 


		“(15)	Additional Notes up to an aggregate principal amount of $25.0 million, and the Note Guarantees in respect thereof.”



 


		(iv)	Clause (10) is amended in its entirety to read as follows, to reflect the addition of such clause (15):



 


		“(10)	 Refinancing Indebtedness with respect to Indebtedness
incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above, or this clause (10) or clause (15) below;”



 


(b)           Both references to “clauses
(1) through (14)” in the last paragraph of Section 4.06 are hereby changed to “clauses (1) through (15)”.


 


2.             Notation
of Notes.  The Issuer and the Guarantors agree that the Trustee is permitted, and each of them hereby authorizes the
Trustee, to place a notation about this First Supplemental Indenture on the Notes in accordance with the provisions of Section
8.05 of the Indenture.


 


3.             Acceptance
by Trustee.  The Trustee accepts this First 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 


 




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4.             Supplemental
Indenture Part of Indenture;  Ratification of Indenture. This First Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Indenture and, as provided in the Indenture, this First Supplemental Indenture forms a part
thereof. Except as otherwise expressly provided for in this First 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 First Supplemental Indenture shall be taken as the statements made
solely by the Issuer and the Guarantors and the Trustee shall have no liability or responsibility for their 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 First Supplemental Indenture or any of the terms or provisions hereof, (ii)
the proper authorization hereof by the Issuers and the Guarantors by corporate action or otherwise, (iii) the due execution hereof
by the Issuers and the Guarantors 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 First 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 First Supplemental Indenture, the provision
of the TIA shall control. If any provision of this First 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 First Supplemental Indenture, as the case may be.


 


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


 


8.             Effective
Date.  This First Supplemental Indenture shall become effective upon the execution and delivery hereof by the Issuer, the Guarantors
and the Trustee.


 


9.             Governing
Law.  THIS FIRST 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 First 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 First 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.
	 	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 First Supplemental Indenture
S-1



    	 



    

 


	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 
	 	By:	/s/ Herawattee Alli
	 	 	Name:   Herawattee Alli
	 	 	Title:     Vice President


  




    	Signature Page to First Supplemental Indenture
S-2