Exhibit
10.12


 


SECOND
AMENDMENT TO


AMENDED
AND RESTATED TERM LOAN AGREEMENT


 


THIS
SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), is entered into as of February
11, 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,
the parties hereto are parties to a certain Amended and Restated Term Loan Agreement dated as of June 24, 2010, as amended by that
certain Amendment to Amended and Restated Term Loan Agreement dated as of January 18, 2011 (as amended and/or supplemented, the
“Loan Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to them in
the Loan Agreement); and


 


WHEREAS,
the parties hereto mutually desire to amend the Loan Agreement as set forth below;


 


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.            The
definition of the term “Maturity Date” set forth in Section 1.1 of the Loan Agreement is amended to read in its entirety
as follows:


 


“Maturity
Date” means December 31, 2016.


 


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


 


3.            Contemporaneously
herewith, Borrower is making a payment to the lender of a loan extension fee in the amount of one hundred eighty thousand dollars
($180,000.00) in immediately available funds to Lender's Account.


 


4.            This
Amendment 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 Amendment. Delivery of an executed counterpart of this Amendment by electronic transmission shall be equally as effective
as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment
by electronic transmission also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.


 


5.            This
Amendment, 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.]


 




    	 



    	 



    

  


IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment 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/ Jack C. Bendheim
	 	Name: Jack C. Bendheim
	 	Title:   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 SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT]