Exhibit 4.1.6
SIXTH SUPPLEMENTAL INDENTURE ("Sixth Supplemental Indenture"), dated as of
June 25, 2004, among Phibro Animal Health Corporation, a New York corporation
(f/k/a Philipp Brothers Chemicals, Inc.) (the "Company"), each of the Guarantors
named herein (including each Guarantor whose guarantee is confirmed by, or
becomes effective pursuant to, this Sixth Supplemental Indenture), as
guarantors, and JPMorgan Chase Bank, as successor to The Chase Manhattan Bank,
as Trustee (the "Trustee"). All capitalized terms not otherwise defined herein
shall have the meaning assigned to them in the Indenture (as defined herein).
WHEREAS, pursuant to a certain Indenture, dated as of June 11, 1998, among
the Company, the Guarantors named therein and the Trustee (as amended and as
otherwise in effect on the date hereof, the "Indenture"), the Company issued its
9 7/8% Senior Subordinated Notes due 2008, Series A and Series B (the "Notes");
and
WHEREAS, in accordance with the Indenture, the Company has obtained the
written consent of the Holders of at least a majority in aggregate principal
amount of the outstanding Notes to certain amendments (the "Amendments") to the
Indenture as set forth in this Sixth Supplemental Indenture;
WHEREAS, pursuant to Sections 9.02 and 12.16 of the Indenture, the Company
and the Guarantors, when authorized by resolution of their respective Boards of
Directors, and the Trustee, together, with the written consent of the Holders of
at least a majority in aggregate principal amount of the Notes then outstanding,
are authorized to amend or supplement the Indenture as set forth in this Sixth
Supplemental Indenture;
WHEREAS, the Company, each of the Guarantors and the Trustee desire and
have agreed to execute and deliver this Sixth Supplemental Indenture as herein
provided and all conditions and requirements necessary to make this Sixth
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, for and in consideration of the premises contained herein,
it is mutually covenanted and agreed for the benefit of all Holders of the Notes
as follows:
Section 1. The Indenture is hereby amended as set forth below in this
Section 1:
(a) Section 6.01(iii). Section 6.01(iii) of the Indenture is further
amended by adding after the words "Odda Smeltaverk SA" and before the
semicolon the following: ", and further provided that if the inclusion of
LC Holdings SA and La Cornubia SA in any such covenant, agreement or
warranty in the term `Restricted Subsidiary' would result in such failure,
then the term `Restricted Subsidiary' shall exclude L.C. Holdings SA and
La Cornubia SA".
(b) Section 6.01(iv). Section 6.01(iv) of the Indenture is further
amended by adding the words "and also other than LC Holdings SA and La
Cornubia SA" following
the words "Odda Smeltaverk SA" appearing therein.
(c) Section 6.01(v). Section 6.01(v) of the Indenture is amended by
adding the words "and also other than LC Holdings SA and La Cornubia SA"
following the words "Odda Smeltaverk SA" appearing therein.
Section 2. The Company and the Guarantors agree that the Trustee is
permitted, and each of them hereby authorizes the Trustee, to place a notation
about this Sixth Supplemental Indenture on the Notes in accordance with the
provisions of Section 9.05 of the Indenture.
Section 3. The Trustee accepts this Sixth 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 provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and limit
its liabilities and responsibilities in the performance of the trust created by
the Indenture as hereby supplemented.
Section 4. This Sixth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, this Sixth Supplemental Indenture forms a part thereof. Except as
otherwise expressly provided for in this Sixth 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.
Section 5. The recitals contained in this Sixth Supplemental Indenture
shall be taken as the statements made solely by the Company 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 Sixth Supplemental Indenture or any of the terms
or provisions hereof, (ii) the proper authorization hereof by the Company and
the Guarantors by corporate action or otherwise, (iii) the due execution hereof
by the Company 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.
Section 6. This Sixth Supplemental Indenture shall become effective upon
the execution and delivery hereof by the Company, the Guarantors and the
Trustee.
Section 7. THIS SIXTH 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, WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 8. This Sixth Supplemental Indenture may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto
and hereto were upon the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, all as of the date first written above.
PHIBRO ANIMAL HEALTH CORPORATION,
a New York corporation
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: President
CP CHEMICALS, INC.,
a New Jersey corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
PRINCE AGRIPRODUCTS, INC.,
a Delaware corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
PHIBROCHEM, INC.,
a New Jersey corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
PHIBRO CHEMICALS, INC.,
a New York corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
WESTERN MAGNESIUM CORP.,
a California corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
PHIBRO ANIMAL HEALTH HOLDINGS, INC.,
a Delaware corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
PHIBRO ANIMAL HEALTH U.S., INC.,
a Delaware corporation, as Guarantor
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
JPMORGAN CHASE BANK, as Trustee
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Authorized Officer
