Exhibit 10.4


 


Execution
Version 


 


AMENDMENT NO. 3 TO THE CREDIT AGREEMENT


 


AMENDMENT NO. 3 (this
“Amendment”), dated as of April 19, 2013, relating to (i) the Credit Agreement (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), dated as of August 31, 2010, among
PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), each lender from time to time party
thereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (the
“Administrative Agent”) and (ii) the Guaranty (the “Guaranty”) dated as of August 31,
2010 among the Guarantors party thereto (the “Guarantors”), and the Administrative Agent, is by and among
the Borrower, the Guarantors the Lenders and Administrative 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 Loan Documents to be amended from time to time;


 


WHEREAS, the Lenders party hereto constitute
all of the Lenders under the Credit Agreement;


 


NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein contained, the parties hereto hereby agree as follows:


 


SECTION
1.     Amendments.  In reliance upon the representations and warranties of
the Borrower set forth in Section 2 below and subject to the conditions precedent set forth in Section 3 of this
Amendment, the Credit Agreement is amended as follows:


 


(a)
          Section 1.01 of the Credit Agreement is hereby amended by deleting
the definition of “Economic Sanctions Laws.”


 


(b)
          The following definitions are hereby added to Section 1.01 of
the Credit Agreement in the appropriate alphabetical location:


 


“Amendment No. 3” means
Amendment No. 3 to this Agreement dated as of April 19, 2013.


 


“Amendment No. 3 Effective
Date” means April 19, 2013, the date on which all conditions precedent set forth in Section 3 of Amendment No. 3 are
satisfied.


 


“Commodity Exchange Act”
means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such
Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is
or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Guarantor’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined
after giving effect to Section 11.19, any other keepwell, support, or other agreement for the benefit of such Guarantor and any
and all guarantees of such Guarantor’s Swap Obligations by other Loan


 




    	 



    	 



    

 


Parties) at the time the Guaranty of such
Guarantor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to
swaps for which such Guaranty or security interest is or becomes illegal.


 


“Sanction(s)”
means any international economic sanction administered or enforced by the United States government (including without
limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant
sanctions authority.


 


“Specified Loan Party”
means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior
to giving effect to Section 11.19).


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


(c)
          The definition of “Applicable Fee Rate” is deleted
and replaced by the following:


 


“Applicable Fee Rate”
means, at any time, the Applicable Fee Rate referenced in the definition of “Applicable Rate.”


 


(d)
          The definition of “Applicable Rate” is deleted
and replaced by the following: 


 


“Applicable Rate” means (i) from the Amendment No. 3 Effective Date until the first Business
Day that immediately follows the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b),
2.50% per annum for LIBOR Daily Floating Rate Loans and LIBOR Periodic Rate Loans, 1.50% per annum for Prime Rate Loans, 1.50%
per annum for Letter of Credit Fees and 0.50% per annum for Applicable Fee Rate, and (ii) thereafter, the applicable percentage
per annum set forth below determined by reference to the Senior Secured Funded Debt to EBITDA Ratio as set forth in the most recent
Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):


 


	Applicable Rate	
	 	 	Senior	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Secured Funded	 	 	LIBOR Daily	 	 	 	 	 	Letter of	 	 	 	 
	Pricing	 	Debt to	 	 	Floating/Periodic	 	 	Prime Rate	 	 	Credit	 	 	Applicable	 
	Level	 	EBITDA Ratio	 	 	Rate Loans	 	 	Loans	 	 	Fees	 	 	Fee Rate	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	 	< 1.25:1	 	 	 	2.50	%	 	 	1.50	%	 	 	1.50	%	 	 	0.50	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2	 	 	≥ 1.25:1	 	 	 	2.75	%	 	 	1.75	%	 	 	1.50	%	 	 	0.50	%



 




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Any increase or decrease in the Applicable
Rate resulting from a change in the Senior Secured Funded Debt to EBITDA Ratio shall become effective as of the first
Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided,
however, that (i) if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the
request of the Required Lenders, Pricing Level 2 shall apply in respect of the Facility as of the first Business Day after
the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect
until the date on which such Compliance Certificate is delivered (and thereafter the pricing level otherwise determined in
accordance with this definition shall apply) and (ii) if the Senior Secured Funded Debt to EBITDA Ratio as set forth in a
Compliance Certificate delivered pursuant to Section 6.02(b) is determined to have been incorrect, then the Applicable Rate
for the relevant period shall be adjusted retroactively to reflect the pricing which would have been applied in accordance
with this definition for such period based on the corrected Senior Secured Funded Debt to EBITDA Ratio, and any additional
interest or fees owing as a result of such readjustment shall be payable within ten (10) Business Days following demand
therefor by the Administrative Agent.


 


(e)
          The definition of “Change in Law” is deleted and
replaced by the following:


 


“Change in Law”
means the occurrence, after the Amendment No. 3 Effective Date, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted or issued.


 


(f)
          The definition of “Excluded Taxes” is deleted and
replaced by the following:


 


“Excluded
Taxes” means, with respect to any Agent, any Lender, the L/C Issuer or any other recipient of any payment to be
made by or on account of any obligation of any Loan Party hereunder or under any other Loan Documents, (a) taxes imposed on
or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes),
by a jurisdiction (or any political subdivision thereof) as a result of such recipient being organized or having its
principal office in such jurisdiction or, in the case of any Lender, in having its applicable Lending Office in such
jurisdiction, (b) any taxes in the nature of the branch profits tax within the meaning of Section 884 of the Code imposed by
any jurisdiction described in clause (a), (c) other than an assignee pursuant to a request by the Borrower under Section
11.13, any United States federal withholding tax that is imposed on amounts payable to such Person pursuant to any Laws in
effect at the time such Person becomes a party hereto (or designates a new Lending Office), except to the extent that such
Person (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from any Loan Party with respect to such withholding tax pursuant to Section 3.01(a)(ii) or (c), (d) any
withholding tax that is attributable to such Person’s failure to comply with Section 3.01(e) hereto, and (e) any United
States federal withholding tax that would not have


 




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been imposed but for a failure by a Lender (or any
financial institution through which any payment is made to such Lender) to comply with the procedures, certifications, information
reporting, disclosure, or other related requirements of newly enacted Sections 1471-1474 of the Code and any amended or successor
version that is substantively comparable.


 


(g)
          The definition of “Guarantors is deleted and replaced
by the following:


 


“Guarantors”
means, collectively (a) the Subsidiaries of the Borrower listed on Schedule 6.12 and each other Subsidiary of the Borrower
that shall be required to, or at the election of the Borrower does, execute and deliver a guaranty or guaranty supplement
pursuant to Section 6.12 and (b) with respect to the payment and performance by each
Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower. 


 


(h)
          The definition of “LIBOR” is deleted and replaced
by the following:


 


“LIBOR” means
the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR
rate available, as published by Reuters (or other commercially available source providing quotations of LIBOR as selected by the
Administrative Agent from time to time if the rate published by Reuters is not available) as determined for each banking day at
approximately 11:00 a.m. London time two (2) Business Days prior to the date of determination.


 


(i)
           The definition of “Maturity Date” is deleted
and replaced by the following:


 


“Maturity Date”
means April 30, 2018.


 


(j)
           The definition of “Obligations” is hereby
amended by inserting the parenthetical “(other than, with respect to any Guarantor that is a Specified Loan Party,
Excluded Swap Obligations of such Guarantor)” immediately after the words “or Secured Hedge
Agreement.”


 


(k)
          Section 1.03 of the Credit Agreement is hereby amended by adding
the following clause (d):


 


(d)      
    For purposes of calculating compliance with any covenant in Article VII that limits the maximum
amount of any Investment, Restricted Payment or Indebtedness, all utilization of the “baskets” contained or
referenced in, or contained or referenced in a definition directly or indirectly used in, Article VII from and after the
Closing Date and prior to the Amendment No. 3 Effective Date shall be excluded in calculating the utilization of such
“baskets.”


 


(l)
           Section 3.03 of the Credit Agreement is hereby amended by
deleting such section in its entirety and replacing it with the following:


 


3.03. Inability to Determine
Rates.


 


If in connection with any
request for a LIBOR Periodic Rate Loan or a conversion to or continuation thereof that (a) the Administrative Agent
determines that (i) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the
applicable amount and Interest Period of such LIBOR Periodic Rate Loan or (ii) adequate and reasonable means do not exist for
determining the LIBOR Periodic Rate for


 




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any requested Interest Period with respect to a proposed
LIBOR Periodic Rate Loan or in connection with an existing or proposed LIBOR Daily Floating Rate Loan, or (b) the Required Lenders
determine that for any reason the LIBOR Periodic Rate for any requested Interest Period with respect to a proposed LIBOR Periodic
Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly
so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Periodic Rate Loans
or LIBOR Daily Floating Rate Loans shall be suspended (to the extent of the affected LIBOR Periodic Rate Loans, LIBOR Daily Floating
Rate Loans or Interest Periods) until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.
Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBOR
Periodic Rate Loans or LIBOR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request (to the
extent of the affected LIBOR Periodic Rate Loans, LIBOR Daily Floating Rate Loans or Interest Periods) into a request for a Committed
Borrowing of Prime Rate Loans in the amount specified therein.


 


(m)    
     Section 5.22 of the Credit Agreement is hereby amended by replacing the title with
“Anti-Money Laundering and Sanctions” and deleting clause (c) in its entirety and replacing it with the
following:


 


(c)
          Except as otherwise authorized by OFAC, no Loan Party, none
of its Subsidiaries and, to the knowledge of senior management of each Loan Party, none of its Affiliates and none of
the respective officers, directors, brokers or agents of such Loan Party, such Subsidiary or such Affiliate acting or
benefiting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any
contribution of funds, goods or services to or for the benefit of any Embargoed Person, (ii) deals in, or otherwise engages
in any transaction related to, any property or interests in property blocked pursuant to any applicable Sanctions or (iii)
engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the applicable prohibitions set forth in any Sanctions. No Loan Party is located, organized or
resident in a Designated Jurisdiction.


 


(n)
         Section 7.11 of the Credit Agreement is hereby amended by deleting
clause (c) in its entirety and replacing it with the following:


 


(c)       Minimum
EBITDA. Permit Consolidated EBITDA for any four quarter period ending during any fiscal year set forth below to be less
than the amount set forth opposite such fiscal year below:


 


	Fiscal Year Beginning:	 	Consolidated EBITDA:	 
	 	 	 	 
	July 1, 2012	 	$	55,000,000	 
	July 1, 2013	 	$	58,000,000	 
	July 1, 2014	 	$	65,000,000	 
	July 1, 2015	 	$	66,000,000	 
	July 1, 2016	 	$	75,000,000	 
	July 1, 2017	 	$	78,000,000	 



 


(o)
          Article VII of the Credit Agreement is hereby amended by adding
the following Section 7.19:


 




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7.19. Sanctions.


 


Directly or indirectly, use the
proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture
partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated
Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation
by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger,
Administrative Agent, L/C Issuer or otherwise) of Sanctions.


 


(p)
          Section 8.03 of the Credit Agreement is hereby amended by adding
the following at the end of the second paragraph:


 


Excluded Swap Obligations with respect to any Guarantor
shall not be paid with amounts received from such Guarantor, but appropriate adjustments shall be made with respect to payments
from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.


 


(q)
          Section 9.06 of the Credit is hereby amended by deleting the
second paragraph in its entirety and replacing it with the following:


 


Any resignation by Bank of America as
Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon such resignation,
Bank of America shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make LIBOR Daily Floating Rate Loans or fund risk participations in
Un-reimbursed Amounts pursuant to Section 2.03(c)). Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties
of the retiring L/C Issuer and (ii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C
Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit; provided,
however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C
Issuer.


 


(r)
          Article XI of the Credit Agreement is hereby amended by adding
the following Section 11.19:


 


11.19. Keepwell.


 


The Borrower hereby absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to
such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its
Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such
liability that can be hereby incurred without rendering the Borrower’s obligations and undertakings under this Section voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount) and without limitation
of the foregoing, the Borrower hereby absolutely, unconditionally and irrevocably


 




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guarantees the payment and performance by each Specified
Loan Party of its obligations under its Guaranty with respect to all Swap Obligations. The obligations and undertakings of the
Borrower under this Section shall remain in full force and effect until the monetary Obligations have been indefeasibly paid and
performed in full. The Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee
of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party
for all purposes of the Commodity Exchange Act.


 


(s)
          Schedule 2.01 to the Credit Agreement is hereby deleted in its
entirety and replaced with Schedule 2.01 attached hereto.


 


(t)
          Schedule 11.02 to the Credit Agreement is hereby amended by
deleting the notice information with respect to Borrower and replacing it with the following:


 


PHIBRO ANIMAL HEALTH CORPORATION


Glenpointe Centre East, 3rd Floor


300 Frank W. Burr Blvd., Ste 21


Teaneck, NJ 07666-6712


Attention: David C. Storbeck


Telephone: (201) 329-7300


Telecopier: (201) 329-7399


Electronic Mail: David.Storbeck@pahc.com


Website Address: http://www.pahc.com


U.S. Taxpayer Identification Number: 13-1840497


 


(u)
         Exhibit D to the Credit Agreement is hereby amended by deleting
Sections III. A. and III.B. in their entirety and replacing themwith the following:


 


		A.	Consolidated EBITDA made
during the four most recent fiscal quarters: $_______



 


		B.	Minimum permitted Consolidated EBITDA for each four quarter
period ending during any fiscal year set forth below:



 


	Fiscal Year Beginning	 	 	 
	July 1, 2012	 	$	55,000,000	 
	July 1, 2013	 	$	58,000,000	 
	July 1, 2014	 	$	65,000,000	 
	July 1, 2015	 	$	66,000,000	 
	July 1, 2016	 	$	75,000,000	 
	July 1, 2017	 	$	78,000,000	 



 


Excess (deficient) for covenant compliance


	(Line III.A  – III.B): 	$______ 


 


(v)
         Section 1 of the Guaranty is hereby deleted in its entirety
and replaced with the following:


 


1.           Guaranty.
The Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty
of collection,


 




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prompt payment when due, whether at stated
maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the
Obligations whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the
Borrower to the Secured Parties, and whether arising under the Credit Agreement or under any other Loan Document, or under
any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments,
refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Secured
Parties in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and
liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case
commenced by or against the Guarantor or the Borrower under the Debtor Relief Laws, and including interest that accrues after
the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, subject to the
proviso in this sentence, the “Guaranteed Obligations”); provided that the Guaranteed Obligations shall
exclude any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,
and any successor statute (the “Commodity Exchange Act”) (the “Swap Obligations”) if, and to the
extent that, all or a portion of this Guaranty, or the grant by the Guarantor of a security interest to secure, such Swap
Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the
Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the
Commodity Exchange Act (determined after giving effect to Section 2 hereof and any and all guarantees of the
Guarantor’s Swap Obligations by the Borrower and any other Guarantor) at the time this Guaranty, or a grant by the
Guarantor of a security interest becomes effective with respect to such Swap Obligation; provided that if a Swap Obligation
arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap
Obligation that is attributable to swaps for which this Guaranty or security interest becomes illegal (such excluded Swap
Obligations, the “Excluded Swap Obligations”). The Administrative Agent’s books and records showing
the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding
upon the Guarantor for the purpose of establishing the amount of the Guaranteed Obligations and conclusive absent manifest
error. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed
Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity,
enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to
the Guaranteed Obligations which might otherwise constitute a defense (other than a defense of payment in full of
the Guaranteed Obligations) to the obligations of the Guarantor under this Guaranty, and the Guarantor hereby irrevocably
waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.


 


(w)         The
following Section 2 is hereby added to the Guarantyand the subsequent paragraphs are renumbered accordingly:


 


2.           Keepwell.
Each Qualified ECP Guarantor (as defined below) at the time the guarantee under this Guaranty by any Specified Guarantor (as defined
below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any
Swap Obligation, hereby jointly and severally, absolutely,


 




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unconditionally and irrevocably undertakes to provide
such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified
Guarantor from time to time to honor all of its obligations under this Guaranty and the other Transaction Documents in respect
of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Guaranty voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified
ECP Guarantor under this Section shall remain in full force and effect until the monetary Secured Obligations have been indefeasibly
paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to
constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each
Specified Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof (i) “Qualified ECP Guarantor”
shall mean, at any time,each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible
contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract
participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act and (ii) “Specified Guarantor”
shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined
prior to giving effect to this Section 2).


 


SECTION 2.     Representations
and Warranties.  The Borrower hereby represents, warrants and acknowledges the following:


 


(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)
          After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.


 


SECTION 3.     Conditions
Precedent to Effectiveness.  This Amendment shall become effective as of the date when each of the following conditions precedent
is satisfied:


 


(a)
          The Administrative Agent’s receipt of the following,
each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each, if
applicable, properly executed by a Responsible Officer of the signing Loan Party, each dated the date hereof (or, in the case
of certificates of governmental officials, a recent date before the date hereof) and each in form and substance reasonably
satisfactory to the Administrative Agent and each of the Lenders:


 


(1)
          executed counterparts to this Amendment from the Borrower and
each of the Lenders;


 




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(2)
          a Note executed by the Borrower in favor of each Lender that
has requested a Note at least two Business Days prior to the date hereof;


 


(3)
          (A) a certificate as to the good standing of each
Loan Party as of a recent date, from the Secretary of State of the state of its organization or a similar Governmental
Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the date hereof and certifying (I) to the
effect that (w), other than with respect to Borrower and OmniGen Research, LLC (“OmniGen”), such
Loan Party’s certificate or articles of incorporation or formation, by-laws or limited liability company agreement
(or other equivalent organizational documents), as applicable, have not been amended since the Closing Date and are in full
force and effect on the date hereof, (x), with respect to Borrower and OmniGen, attached thereto are true and complete copies
of the certificate or articles of incorporation or formation (certified as of a recent date by the Secretary of State of
the state of its organization and that such certificate or articles are in full force and effect), by-laws or limited
liability company agreement, as applicable, of such Loan Party and that such certificate or articles of incorporation or
formation, by-laws or limited liability company agreement are in full force and effect on the date hereof, and (y) attached
thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers or member, as
the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such
Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and
effect, and (II) as to the incumbency and specimen signature of each officer executing the Amendment or any other Loan
Document in connection therewith on behalf of any Loan Party and signed by another officer as to the incumbency and specimen
signature of the Responsible Officer executing the certificate pursuant to this clause (B);


 


(4)
          a certificate signed by the chief executive officer and the
chief financial officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement
have been satisfied and (B) that there has been no event or circumstance since the date of the latest balance sheet furnished pursuant
to Section 6.01 of the Credit Agreement that has had or would be reasonably expected to have, either individually or in the aggregate,
a Material Adverse Effect;


 


(5)
          a favorable opinion of Golenbock Eiseman Assor Bell &
Peskoe LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance
reasonably satisfactory to the Administrative Agent;


 


(6)
          copies of UCC, United States Patent and Trademark Office and
United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing
all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and
documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party
is organized or maintains its principal place of business and such other searches that are required by the Perfection Certificate
or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be
covered by the Collateral Documents (other than Permitted Encumbrances);


 


(7)
          a completed “Life-of-Loan” Federal Emergency Management
Agency Standard Flood Hazard Determination for each real property encumbered by a Mortgage


 




    	-10-



    	 



    

 


and if such real property is located in a special flood
hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and
the applicable Loan Party and (ii) certificates of insurance evidencing the flood insurance required to be maintained under Section
6.07(b) of the Credit Agreement;


 


(8)
          with respect to each Mortgage, an amendment thereof (each a
“Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the
recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns
as shall be required in connection with the recording or filing thereof under applicable law; and


 


(9)
          date down endorsements to the existing Mortgage Policies, or,
to the extent such date down endorsement is not available in the particular jurisdiction, a new Mortgage Policy, which shall reasonably
assure the Administrative Agent as of the date thereof that the Mortgage, as amended by the Mortgage Amendment, is a valid and
enforceable first priority lien on such Mortgaged Property free and clear of all liens except for Permitted Encumbrances.


 


(b)
          All fees required to be paid to the Administrative Agent and
the Arranger on or before the date hereof shall have been paid.


 


(c)
          The Borrower shall have paid to the Administrative Agent for
the ratable account of each Lender, a payment equal to 0.40% of the aggregate amount of such Lender’s Commitments on or before
the date hereof.


 


(d)
          The Borrower shall have paid all reasonable, documented out-of-pocket
costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (and
any previously contemplated amendments, waivers, forbearances or documents of similar import), including the reasonable fees and
out-of-pocket expenses of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent, with respect thereto.


 


(e)
          The maturity date of the Mayflower Term Loan shall have been
extended to December 31, 2016 or a later date on terms and conditions satisfactory to the AdministrativeAgent.


 


SECTION
4.     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 Administrative Agent 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. Administrative Agent hereby agrees to
furnish a fully executed counterpart of this Amendment to Borrower and shall notify Borrower of the effective date of this
Amendment promptly after such date.


 




    	-11-



    	 



    

 


SECTION 5.     Reaffirmation. 
Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants
and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as
in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of
the Obligations under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant
to the Collateral Documents.


 


SECTION 6.     Headings.
 The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of
this Amendment or any provisions hereof.


 


SECTION 7.     Execution
in Counterparts.  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart
by telecopier or email (in .pdf or .tif) shall be effective as delivery of a manually executed counterpart.


 


SECTION 8.     Governing
Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


[Remainder of page intentionally left blank]


 




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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


 


	 	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
	 	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


 


[Credit Agreement Amendment No. 3]


 




    	 



    	 



    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent


 


	 	By:	/s/ Charlene Wright-Jones
	 	 	Name:   Charlene Wright-Jones
	 	 	Title:     Vice President


 


	 	BANK OF AMERICA, N.A., as a Lender
	 	and L/C Issuer


 


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


 


[Credit Agreement Amendment No. 3]


 




    	 



    	 



    

 


	 	COOPERATIEVE CENTRALE RAIFFEISEN-
	 	BOERENLEENBANK B.A., “RABOBANK NEDER-
	 	LAND”, NEW YORK BRANCH,
	 	as a Lender


 


	 	By:	/s/ Michalene Donegan
	 	 	Name:	Michalene Donegan
	 	 	Title:	Executive Director
	 	 	 	 
	 	By:	/s/ Betty Janelle
	 	 	Name:	Betty Janelle
	 	 	Title:	Managing Director


 


[Credit Agreement Amendment No. 3]


 




    	 



    	 



    

 


	 	CITIZENS BANK OF PENNSYLVANIA,
	 	as a Lender


 


	 	By:	/s/ M. Kelly Goggin
	 	 	Name:	M. Kelly Goggin
	 	 	Title:	Senior Vice President


 


[Credit Agreement Amendment No. 3]


 




    	 



    	 



    

 


Schedule
2.01 


 


COMMITMENTS


AND APPLICABLE PERCENTAGES


 


	 	 	Revolving Credit	 	 	Revolving Credit	 
	Lender	 	Commitment	 	 	Applicable
    Percentage	 
	Bank of America, N.A.	 	$	53,300,000	 	 	 	53.300000000	%
	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch	 	$	26,700,000	 	 	 	26.700000000	%
	Citizens Bank of Pennsylvania	 	$	20,000,000	 	 	 	20.000000000	%
	Total	 	$	100,000,000	 	 	 	100.000000000	%