Exhibit 4.1.1PAHC HOLDINGS CORPORATIONas IssuerandHSBC BANK USA, NATIONAL ASSOCIATIONas Trustee and as Collateral Agent FIRST SUPPLEMENTAL INDENTUREDated as of May 17, 2005toINDENTUREDated as of February 10, 2005 $29,000,000 Principal Amount of 15% Senior Secured Notes due 2010of PAHC Holdings Corporation
 

 
     FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of May 17,2005, between PAHC Holdings Corporation (the “Issuer”) and HSBC Bank USA, NationalAssociation, as Trustee (the “Trustee”). All capitalized terms not otherwise definedherein shall have the meaning assigned to them in the Indenture (as defined herein).W I T N E S S E T H:     WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture, dated asof February 10, 2005 (as such may be amended and supplemented from time to time, the“Indenture”), providing for the issuance of $29,000,000 aggregate principal amount of 15%Senior Secured Notes due 2010 of PAHC Holdings Corporation (the “Notes”), including theissuance of the Exchange Notes; and     WHEREAS, pursuant to the Registration Rights Agreement, the Issuer filed a RegistrationStatement on Form S-4 (File No. 333-123614) with the Securities and Exchange Commission (the“Commission”) on March 28, 2005 under the Securities Act of 1933, as amended (the“Act”), as amended by Amendment No. 1 thereto as filed with the Commission on April 13,2005 (such Registration Statement, as so amended, being hereinafter referred to as the“Registration Statement”), in connection with the Issuer’s offer to exchange (the“Exchange Offer”) the aggregate principal amount of the unregistered Initial Notes for alike principal amount of Exchange Notes, as registered under the Act pursuant to the RegistrationStatement; and     WHEREAS, the Registration Statement was declared effective by the Commission on April 18, 2005and, pursuant to the Registration Rights Agreement, the Exchange Offer was consummated on May 16,2005; and     WHEREAS, Section 9.01 of the Indenture provides that the Issuers and the Trustee may executethis First Supplemental Indenture without notice to or the consent of any Holder to provide forissuance of the Exchange Notes; and     WHEREAS, the execution and delivery of this First Supplemental Indenture and the ExchangeNotes in the form of Exhibit B to the Indenture have been authorized by resolutions of the Board ofDirectors of the Issuer; and     WHEREAS, the Issuer authorizes the Trustee to cancel the Initial Notes and to authenticate theExchange Notes in replacement therefor; and     WHEREAS, all conditions and requirements necessary to make this First Supplemental Indentureand the Exchange Notes the valid obligations of the Issuer have been performed and fulfilled by theapplicable parties hereto and the execution and delivery hereof and thereof have been in allrespects duly authorized by the applicable parties hereto;     NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit ofthe others and for the equal and ratable benefit of the Holders of the Notes, as follows:
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     1. Definitions. (a) Capitalized terms used herein without definition shall have themeanings assigned to them in the Indenture.     (b) For all purposes of this First Supplemental Indenture, except as otherwise hereinexpressly provided or unless the context otherwise requires: (i) the terms and expressions usedherein shall have the same meanings as corresponding terms and expressions used in the Indenture;and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in thisFirst Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to anyparticular section hereof.     2. Exchange Offer — Initial Notes for Exchange Notes. Promptly following theexecution and delivery of this First Supplemental Indenture, the Trustee shall, upon the writtenorder of the Issuer, in the form of an Officer’s Certificate of the Issuer, authenticate anddeliver Exchange Notes substantially in the form of Exhibit B to the Indenture in replacement ofInitial Notes whose Holders have accepted the Exchange Offer and exchanged their Notes inaccordance therewith, and upon delivery of certificates representing the Initial Notes to theTrustee for cancellation, the Trustee shall cancel such Initial Notes.     3. Acceptance by Trustee. The Trustee accepts this First Supplemental Indenture andagrees to execute the trust created by the Indenture as hereby supplemented, but only upon theterms and conditions set forth in the Indenture, including the terms and provisions defining andlimiting the liabilities and responsibilities of the Trustee, which terms and provisions shall inlike manner define and limit its liabilities and responsibilities in the performance of the trustcreated by the Indenture as hereby supplemented.     4. Supplemental Indenture Part of Indenture; Ratification of Indenture. This FirstSupplemental Indenture is executed and shall be construed as an indenture supplemental to theIndenture and, as provided in the Indenture, this First Supplemental Indenture forms a partthereof. Except as otherwise expressly provided for in this First Supplemental Indenture, all ofthe terms and conditions of the Indenture are hereby ratified and shall remain unchanged andcontinue in full force and effect.     5. Trustees Makes No Representation. The recitals contained in this FirstSupplemental Indenture shall be taken as the statements made solely by the Issuer, and the Trusteeshall have no liability or responsibility for their correctness, and, without limiting thegenerality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for orwith respect to any of (i) the validity or sufficiency of this First Supplemental Indenture or anyof the terms or provisions hereof, (ii) the proper authorization hereof by the Issuer by corporateaction or otherwise, (iii) the due execution hereof by the Issuer or (iv) the consequences (director indirect and whether deliberate or inadvertent) of any amendment herein provided for, and theTrustee makes no representation with respect to any such matters.     6. Effective Date. This First Supplemental Indenture shall become effective upon theexecution and delivery hereof by the Issuer and the Trustee.     7. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, ANDCONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
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STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK, WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OFTHE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.     8. Counterparts. This First Supplemental Indenture may be signed in any number ofcounterparts, each of which shall be an original, with the same effect as if the signatures theretoand hereto were upon the same instrument.     9. Effect of Headings. The Section headings herein are for convenience only and shallnot affect the construction thereof.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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**SIGNATURES**     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to beduly executed, all as of the date written above.      PAHC HOLDINGS CORPORATION