CREDIT AGREEMENT Dated as of August 31, 2010 among PHIBRO ANIMAL HEALTH CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead...Credit Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 31, 2010, among PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
PHIBRO ANIMAL HEALTH CORPORATION, THE GUARANTORS named herein and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 9, 2010 9¼% Senior Notes due 2018 CROSS-REFERENCE TABLEIndenture • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
INDENTURE, dated as of July 9, 2010, among PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation, as issuer (the “Issuer”), the Guarantors (as hereinafter defined) and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
AMENDED AND RESTATED TERM LOAN AGREEMENT by and among PHIBRO ANIMAL HEALTH CORPORATION as Borrower, THE GUARANTORS named herein, and BFI CO., LLC as Lender, Dated as of June 24, 2010Term Loan Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
THIS TERM LOAN AGREEMENT (this “Agreement”), is entered into as of June 24, 2010, by and among, BFI CO., LLC, a Delaware limited liability company (“Lender”), PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), and the Guarantors (as hereinafter defined).
Executive Income Deferred Compensation AgreementDeferred Compensation Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New Jersey
AGREEMENT, made and entered into this First day of March, 1990, by and between Philipp Brothers Chemicals, Inc., a Corporation duly organized and existing under the laws of the State of New Jersey, and having its usual place of business at 1 Parker Plaza, Fort Lee, NJ, (hereinafter sometimes called the “Corporation”), and James Herlands, currently residing at 115 Central Park West, New York, NY (hereinafter call “Executive”),
PHIBRO ANIMAL HEALTH CORPORATION, THE GUARANTORS named herein and HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 25, 2011 9¼% Senior Notes due 2018 FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of January 25, 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).
AMENDMENT NO. 3 TO THE CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of April 19, 2013, relating to (i) the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of August 31, 2010, among PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), each lender from time to time party thereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (the “Administrative Agent”) and (ii) the Guaranty (the “Guaranty”) dated as of August 31, 2010 among the Guarantors party thereto (the “Guarantors”), and the Administrative Agent, is by and among the Borrower, the Guarantors the Lenders and Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
SUPPLEMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
THIS SUPPLEMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Supplement”), is entered into as of January 29, 2013, by and among MAYFLOWER L.P., a limited partnership registered in Jersey, Channel Islands (registered no. LP282) (“Lender”), and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), and the other parties listed on the signature page hereto (the “Guarantors”).
WAIVER AND AMENDMENT NO. 2 TO THE CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
This WAIVER AND AMENDMENT NO. 2 (this “Amendment”), dated as of August 11, 2011, relating to the Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of August 31, 2010, among PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), each lender from time to time party thereto (collectively, the “Lenders ”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer (the “Administrative Agent”), is by and among Borrower, the Lenders and Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Addendum to Stockholders AgreementAddendum to Stockholders Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
This Addendum to Stockholders Agreement is made as of the 28th day of April 2009 (this “Addendum”), by 3i Group plc, a company incorporated in England and Wales (the “Purchaser”) pursuant to Section 2.3 of the Stockholders Agreement (the “Stockholders Agreement”), dated as of March 12, 2008, by and among Phibro Animal Health Corporation, a New York corporation (the “Company”) and certain stockholders of the Company. Capitalized terms used herein without definition shall have the meanings given to them in the Stockholders Agreement.
AMENDMENT NO. 1 TO THE CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
AMENDMENT NO. 1, dated as of December 23, 2010 (this “Amendment”), among PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders listed on the signature pages hereto, to the CREDIT AGREEMENT, dated as of August 31, 2010, as amended, supplemented, amended and restated or otherwise modified from time to time (the “Credit Agreement”) among the Borrower, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Collateral Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
AMENDMENT TO EMPLOYMENT OFFER LETTEREmployment Offer Letter • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
This Amendment to the Employment Offer Letter by and between PHIBRO ANIMAL HEALTH CORPORATION (the “Company”) and LARRY L. MILLER (the “Executive”) dated May 2, 2008, as amended December 21, 2009 (the “Agreement”), is effective December 15, 2011.
CLARIFYING AMENDMENT TO EMPLOYMENT OFFER LETTEREmployment Offer Letter • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
This Clarifying Amendment to the Employment Offer Letter by and between PHIBRO ANIMAL HEALTH CORPORATION (the “Company”) and Larry L. Miller (the “Executive”) dated May 2, 2008 (the “Agreement”) is effective December 21, 2009.
PHIBRO ANIMAL HEALTH CORPORATION STOCKHOLDERS AGREEMENT March 12, 2008Stockholders Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
This Stockholders Agreement (this “Agreement”), is entered into as of March 12, 2008 (the ‘‘Effective Date”), by and among Phibro Animal Health Corporation, a New York corporation (the “Company”), the holders of shares of the Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company set forth on Schedule A hereto and each other stockholder of the Company who becomes a party hereto in accordance herewith (each, a “Stockholder” and collectively, the “Stockholders”), and Jack C. Bendheim (“Bendheim”) as to Section 9.18 only.
SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
THIS SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), is entered into as of February 11, 2013, by and among MAYFLOWER L.P., a limited partnership registered in Jersey, Channel Islands (registered no. LP282) (“Lender”), and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), and the other parties listed on the signature page hereto (the “Guarantors”).
Credit Limit Agreement in Foreign Currency Current Loan Account (CLA)Credit Limit Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
Addendum to Stockholders AgreementAddendum to Stockholders Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
This Addendum to Stockholders Agreement is made as of the 16 day of June 2009 (this “Addendum”), by Mayflower L.P., a limited partnership registered in Jersey (the “Purchaser”) pursuant to Section 2.3 of the Stockholders Agreement (the “Stockholders Agreement”), dated as of March 12, 2008, by and among Phibro Animal Health Corporation, a New York corporation (the “Company”) and certain stockholders of the Company. Capitalized terms used herein without definition shall have the meanings given to them in the Stockholders Agreement.
AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
THIS AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), is entered into as of January 18, 2011, by and among MAYFLOWER L.P., a limited partnership registered in Jersey, Channel Islands (registered no. LP282) (“Lender”), and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), and the other parties listed on the signature page hereto (the “Guarantors”).
SUPPLEMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
THIS SUPPLEMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Supplement”), is entered into as of February 4, 2013, by and among BFI CO., LLC, a Delaware limited liability company(“Lender”), and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”), and the other parties listed on the signature page hereto (the “Guarantors”).
UNPROTECTED leASE agreement Made and entered into in Petach Tikva, this 26th day of the month of January, 2011Lease Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products
Whose address for the purposes of this Lease is in the Western Industrial Zone, Beit Shemesh, POB 372, and after delivery of the possession of the Leased Premises pursuant to the provisions of this Agreement – c/o Mr. Moshe Goren, Bearer of ID No. 068862232 Of 48 HaGefen Street, Kidron
AMENDED AND RESTATED TERM LOAN AGREEMENT by and among PHIBRO ANIMAL HEALTH CORPORATION as Borrower, THE GUARANTORS named herein, and MAYFLOWER L.P. as Lender, Dated as of June 24, 2010Term Loan Agreement • March 10th, 2014 • Phibro Animal Health Corp • Grain mill products • New York
THIS AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Agreement”), is entered into as of June 24, 2010, by and among MAYFLOWER L.P., a limited partnership registered in Jersey, Channel Islands (registered no. LP282) (“Lender”), and, on the other hand, PHIBRO ANIMAL HEALTH CORPORATION, a New York corporation (“Borrower”) and the Guarantors (as hereinafter defined).
