Execution Copy
AMENDMENT TO
STOCKHOLDERS AGREEMENT
AMENDMENT, dated as of December 26, 2003 (this "Amendment"), to the
Stockholders Agreement, dated as of November 30, 2000 (the "Stockholders
Agreement"), by and among PHIBRO ANIMAL HEALTH CORPORATION (formerly known as
Philipp Brothers Chemicals, Inc.), a New York partnership (the "Company"),
PALLADIUM EQUITY PARTNERS II, L.P. a Delaware limited partnership ("PEP II"),
PALLADIUM EQUITY PARTNERS II-A, L.P., a Delaware limited partnership ("PEP
II-A"), and PALLADIUM EQUITY INVESTORS II, L.P., a Delaware limited partnership
("▇▇▇ ▇▇" and together with PEP II and PEP II-A, the "Investor Stockholders"),
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (together with the Company and the Investor Stockholders,
the "Parties" and singularly a "Party").
This Amendment is executed and delivered in connection with that certain
Purchase and Sale Agreement, dated as of December 26, 2003, by and among the
Company, Prince Mfg LLC, a Delaware limited liability company (the "Prince
Stockholder"), The Prince Manufacturing Company, an Illinois corporation, the
Investor Stockholders, and Prince Mineral Company, Inc. The Parties desire to
amend the terms of the Stockholders Agreement as hereinafter set forth.
Accordingly, the Parties hereby agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Stockholders Agreement.
2. Amendments to the Stockholders Agreement.
2.1 Section 1.1 of the Stockholders Agreement is hereby amended to include
the following additional defined terms:
"Bond Offering" means the sale of the Units consisting of the Senior
Secured Notes due 2007 to be issued by the Company and the Senior Secured Notes
issued by Philipp Brothers Netherlands III BV described in the Offering Circular
dated October 10, 2003.
"Palladium Transactions" means the transactions contemplated by the
Purchase and Sale Agreement.
"Purchase and Sale Agreement" means the Purchase and Sale Agreement, dated
as of December 26, 2003, by and among the Company, Prince Mfg LLC, a Delaware
limited liability company, The Prince Manufacturing Company, an Illinois
corporation, the Investor Stockholders, and Prince Mineral Company, Inc.
"Senior Credit Facility" means the Loan and Security Agreement, dated as
of October 21, 2003, by and among the Company, Phibro Animal Health U.S., Inc.,
Phibro Animal Health Holdings, Inc., Prince Agriproducts, Inc., Phibro-Tech,
Inc., the lenders from time to time
party thereto, and ▇▇▇▇▇ Fargo Foothill, Inc., a California corporation, as the
arranger and administrative agent for the Lenders, as amended by Amendment No. 1
thereto.
2.2 Schedule 2.3 to the Stockholders Agreement is hereby amended to
include (a) the Palladium Transactions, (b) the offer and sale of up to $105
million of senior secured notes due 2007 issued by the Company and Philipp
Brothers Netherlands III BV pursuant to the Note Offering and the registered
senior secured notes contemplated to be issued in exchange therefor, and (c) the
Senior Credit Facility.
2.3 Section 2.3(iv) of the Stockholders Agreement is hereby amended to
insert the phrase "(including the Equity Value Amount (as defined in the
Restated Certificate)" after the phrase "Series C Preferred Stock" set forth
therein.
2.4 Section 4.5 of the Stockholders Agreement is hereby amended by
deleting the figure "$45,000,000" therein and substituting for such figure the
figure "$15,200,000".
3. No Other Changes. Except as expressly provided herein, no term or
provision of the Stockholders Agreement shall be amended, modified or
supplemented, and each term and provision of the Stockholders Agreement is
hereby ratified and shall remain in full force and effect.
4. Governing Law. The validity, performance, construction and effect of
this Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to principles of
conflicts of law.
5. Counterparts. This Amendment may be executed by the parties hereto in
any number of separate counterparts (including telecopier), and all of said
counterparts taken together shall be deemed to constitute the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
PHIBRO ANIMAL HEALTH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
PALLADIUM EQUITY PARTNERS II, L.P.
By: PALLADIUM EQUITY PARTNERS II, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member
PALLADIUM EQUITY PARTNERS II-A, L.P.
By: PALLADIUM EQUITY PARTNERS II, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member
PALLADIUM EQUITY INVESTORS II, L.P.
By: PALLADIUM EQUITY PARTNERS II, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Managing Member
STOCKHOLDER
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
