Exhibit 4.4


 


Execution Copy


 


 



 


PHIBRO ANIMAL HEALTH CORPORATION,


 


THE GUARANTORS

named herein


 


and


 


HSBC BANK USA, NATIONAL ASSOCIATION, as
Trustee


 





 



 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of January 31, 2011


 





 



 


91⁄4% Senior Notes due 2018


 


 





    	 



    	 



    

 





SECOND SUPPLEMENTAL INDENTURE


 


SECOND SUPPLEMENTAL INDENTURE (this “Second
Supplemental Indenture”), dated as of January 31, 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 of $275,000,000; and


 


WHEREAS, pursuant to Sections 8.01(8) of the
Indenture, the Issuer and the Trustee may amend, waive or supplement the Indenture without prior notice to or consent of any Holder
to provide for the issuance of Additional Notes in accordance with the provisions set forth in the Indenture; and


 


WHEREAS, this Second
Supplemental Indenture supplements the Indenture to provide for the issuance of Additional Notes, and, accordingly satisfies the
criteria of Section 8.01 of the Indenture; and


 


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


 


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


 


1.            Issuance
of Additional Notes.  The Indenture is hereby supplemented to provide for the issuance of Additional Notes in the
aggregate principal amount of $25,000,000 having identical terms and conditions to the Notes issued pursuant to Article
Two.


 


2.            Acceptance
by Trustee.  The Trustee accepts this Second 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 created by the Indenture as
hereby supplemented.


 


3.            Supplemental
Indenture Part of Indenture; Ratification of Indenture.  This Second Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the


 




    	 



    	 



    

 


Indenture and, as provided in the Indenture, this Second Supplemental
Indenture forms a part thereof. Except as otherwise expressly provided for in this Second 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.


 


4.            Trustee
Makes No Representation The recitals contained in this Second 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 Second 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.


 


5.            Conflict
with Trust Indenture Act.  If any provision of this Second 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 Second
Supplemental Indenture, the provision of the TIA shall control. If any provision of this Second 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 Second Supplemental Indenture, as the case may be.


 


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


 


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


 


8.            Governing
Law.  THIS SECOND 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.


 


9.            Counterparts.
 The parties hereto may sign multiple counterparts of this Second Supplemental Indenture. Each signed counterpart shall
be deemed an original, but all of them together represent one and the same agreement.


 


10.          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 Second 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 Second Supplemental Indenture
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	 	HSBC BANK USA, NATIONAL ASSOCIATION,
	 	as Trustee
	 	 	 	 
	 	By:	 	/s/ Herawattee Alli
	 	 	Name:	Herawattee Alli
	 	 	Title:	Vice President


  






    	Signature Page to Second Supplemental Indenture
S-2