Exhibit 10.1(b)
SUBSCRIPTION AND EXCHANGE AGREEMENT
The undersigned individuals and trusts are shareholders of preferred and
common shares (the "PAHC Shares") of Phibro Animal Health Corporation, a New
York corporation ("PAHC"), as shown on Exhibit "A" annexed hereto (the
"Shareholders"). The Shareholders desire to exchange all PAHC Shares for shares
of PAHC Holdings Corporation, a Delaware corporation ("HoldCo"), on the
following terms and conditions:
1. Each of the Shareholders hereby subscribes for shares of preferred
and common stock of HoldCo (the "Stock"), in the number set forth opposite such
Shareholder's name on Exhibit "A" and, in exchange therefor, hereby transfers,
assigns and conveys to HoldCo all right, title and interest in and to the same
number and class of shares of PAHC owned by such Shareholder, as set forth
opposite such Shareholder's name on Exhibit "A". Upon execution hereof, each
share of PAHC owned by such Shareholder shall be deemed cancelled and no longer
outstanding, and represent only the right, upon delivery to HoldCo of all
certificates for such Shareholder's PAHC shares, accompanied by duly executed
stock powers, the right to receive certificates for such Stock and, upon
issuance thereof, such Stock shall be duly and validly issued, fully paid and
non-assessable.
2. Each of the Shareholders are parties to and bound by the terms of a
certain Stockholders Agreement dated December 7, 1984 of PAHC (formerly Philipp
Brothers Chemicals, Inc.) (the "PAHC Agreement #1") with respect to shares of
Class B common stock of PAHC; and Xxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxx are
parties to and bound by the terms of a certain Stockholders Agreement dated
December 29, 1987 of PAHC (formerly Philipp Brothers Chemicals, Inc.) (the "PAHC
Agreement #2" and, together with PAHC Agreement #1, the "Stockholders
Agreements") with respect to shares of Class B common stock of PAHC. Each
Shareholder and PAHC hereby waives any and all rights such Shareholder may have
with respect to the transfer and exchange of PAHC shares contemplated by
paragraph 1 hereof. Each Shareholder and HoldCo agrees that the Stock of HoldCo
received as provided in paragraph 1 hereof shall be subject to all of the terms
and conditions of the Stockholders Agreements to which such Shareholder shall be
a signatory, in all respects; and that wherever the words "Philipp Brothers
Chemicals, Inc." or the "Corporation" shall appear in such agreements, such
words shall be deemed to apply to HoldCo. Each Shareholder acknowledges that
such Shareholder has been furnished with copies of the Stockholders Agreements
to which such Shareholder shall be a signatory.
3. Each Shareholder hereby represents and warrants (severally and not
jointly) to HoldCo that such Shareholder is the sole record and beneficial
holder of the number and class of the PAHC shares set forth opposite such
Shareholder's name on Exhibit "A", free and clear of any and all liens, pledges,
restrictions, options, rights of first refusal, encumbrances, charges, proxies,
powers of attorney, agreements or claims of any kind whatsoever, other than the
provisions of such of the Stockholders Agreements to which such Shareholder
shall be a signatory (collectively "Liens"), and that such Shareholder has the
right and power to convey and this agreement will convey to HoldCo lawful and
valid title in and to the PAHC shares free and clear of any and all Liens.
4. Each Shareholder acknowledges that the Stock is not registered
under the Securities Act of 1933, as amended ("Act"), that HoldCo shall not have
any obligation to so register any of the Stock, and that the Stock must be held
indefinitely unless the Stock is subsequently registered under the Act or an
exemption from such registration is available. Each Shareholder hereby severally
(and not jointly) represents and warrants to HoldCo that such Shareholder is
acquiring the Stock for such Shareholder's own interest and account, for
investment purposes only, and without a view toward the sale or distribution
thereof within the meaning of the Act.
5. Each Shareholder acknowledges that such Shareholder has been
afforded access to all information which such Shareholder has requested and/or
deemed relevant to such Shareholder's decision to acquire the Stock and that
neither the PAHC or HoldCo nor anyone acting on its behalf has made any
representation or warranty to such Shareholder which have induced or persuaded
such Shareholder to subscribe for and acquire such Stock.
6. Each Shareholder represents and warrants that such Shareholder has
the knowledge and experience in financial and business matters to be capable of
evaluating the merits and risks of such Shareholder's investment in HoldCo, and
such Shareholder is and will be able to bear the economic risk of the investment
in the Stock acquired by such Shareholder. Each Shareholder has received an
Offering Circular with respect to HoldCo's offering of $26.0 million of its
senior secured notes due 2010.
7. Each Shareholder agrees that each certificate representing the
Stock to be issued to such Shareholder hereunder will bear a legend in
substantially the following form:
The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended. They have been acquired for investment
and not with a view to the resale or distribution thereof within the meaning of
such Act. These shares may not be sold, mortgaged, pledged, hypothecated or
otherwise transferred unless they are registered under the Act or an exemption
from such registration is available.
The shares represented by this certificate shall be subject to all of the
terms and conditions of certain Stockholders Agreement dated December 7, 1984 of
Philipp Brothers Chemicals, Inc. and the terms and conditions of certain
Stockholders Agreement dated December 29, 1987 of Philipp Brothers Chemicals,
Inc., both of said Stockholders Agreements being applicable to the shares
represented by this certificate by reason of the terms and conditions of a
certain Subscription and Exchange Agreement dated as of February 9, 2005.
Holdco hereby agrees to be bound by all of the terms of that certain
Stockholders Agreement dated as of November 30, 2000 by and among PAHC,
Palladium Equity Partners II, L.P. and certain affiliates, Xxxx X. Xxxxxxxx and
Xxxxxx X. Xxxxxxx, as amended, as a Voting Stockholder (as therein defined).
8. Each Shareholder agrees that HoldCo may place stop transfer
instructions with its transfer agent, restricting the transfer thereof except in
compliance with the terms of this agreement, and such of the Stockholders
Agreements to which such Shareholder shall be a signatory.
9. This agreement may be executed in two or more counterparts, all of
which shall constitute one and the same agreement.
Dated: As of February 10, 0000
Xxx Xxxx, Xxx Xxxx
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
PAHC HOLDINGS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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PHIBRO ANIMAL HEALTH CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
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[signatures continued on following page]
Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx, as
Trustees of the following trusts:
Xxxxxx Xxxxxxxx 03-27-92 Trust
Xxxxxx Xxxxxxxx 08-01-90 Trust
Xxxxxx Xxxxxxxx 03-27-92 Trust
Xxxxxx Xxxxxxxx 08-01-90 Trust
Xxxxxxxx Xxxxxxxxx 03-27-92 Trust
Xxxxxxxx Xxxxxxxx 08-01-90 Trust
Xxxxxxxx Xxxxxxxx 03-27-92 Trust
Xxxxxxxx Xxxxxxxx 08-01-90 Trust
Xxxxx X. Xxxxxxx 03-27-92 Trust
Xxxxx Xxxxxxxx 08-01-90 Trust
Xxxx Xxxxxxxx 03-27-92 Trust
Xxxx Xxxxxxxx 00-00-00 Xxxxx
Xxxxx Xxxxxxxx 03-27-92 Trust
Xxxxx Xxxxxxxx 08-01-90 Trust
Xxx Xxxxxxxx 03-12-93 Trust
Xxxxxx Xxxxxxxx 02-04-94 Trust
Xxxxxx Xxxxxxxx 12/30/96 Trust
Xxxxxx Xxxxxxxx 12/30/96 Trust
Xxxx Xxxxxxxx 02/02/98 Trust
Xxxxxxx Xxxxxxxxx 02/02/00 Trust
Xxxxxxx X. Xxxxxxxx 12/26/01 Trust
Xxxxxxx X. Xxxxxxxx 12/26/01 Trust
Xxx X. Xxxxxxxx 12/26/01 Trust
Xxxxxx X. Xxxxxxxxx 12/26/01 Trust
Xxxxxx X. Xxxxxxxx 12/26/01 Trust
Xxxxxx Xxxxxxx 12/20/02 Trust
Xxxxx X. Xxxxxxxx 08/01/03 Trust
Xxxxxxx X. Xxxxxxxxx 01/06/04 Trust
Xxxxxxx X. Xxxxxxxx 04/19/04 Trust
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
