Phibro Animal Health Corp – ‘10-K’ for 6/30/01 – EX-4.1.1

On:  Thursday, 10/11/01   ·   For:  6/30/01   ·   Accession #:  891092-1-500762   ·   File #:  333-64641

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         90    504K 
 2: EX-3.1      Composite Certificate of Incorporation                28    111K 
 3: EX-4.1.1    Supplemental Indenture                                 3     14K 
 4: EX-10.1.1   First Amendment to Agreement                           6     34K 
 5: EX-10.27    Management and Advisory Services Agreement             7     32K 
 6: EX-21       List of Subsidiaries                                   2     10K 

EX-4.1.1   —   Supplemental Indenture
Exhibit Table of Contents

EX-4.1.1
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                                                                   Exhibit 4.1.1

   SUPPLEMENTAL INDENTURE ("Supplemental Indenture"), dated as of November
30, 2000, among Philipp Brothers Chemicals, Inc., a New York corporation (the   
"Company"), each of the Guarantors named herein, as guarantors, and The Chase   
Manhattan Bank, as Trustee (the "Trustee").                                     

   WHEREAS, the Company, the Guarantors named therein and the Trustee have
heretofore executed and delivered to the Trustee an Indenture dated as of June  
11, 1998 (the "Indenture");                                                     

WHEREAS, Section 4.22 of the Indenture provides that each Restricted
Subsidiary of the Company (other than a Foreign Subsidiary) which, after the    
date of the Indenture (if not then a Guarantor), becomes a Restricted Subsidiary
is to execute and deliver an indenture supplemental to the Indenture and thereby
become a Guarantor which shall be bound by the guarantee of the Notes (the      
"Guarantee") in the form set forth in Exhibit F of the Indenture (without such  
future Guarantor being required to execute and deliver the Guarantee appearing  
on the Notes);                                                                  

WHEREAS, the execution and delivery of this Supplemental Indenture, 
respectively, have been authorized by resolution of the respective Boards of    
Directors and shareholders of the undersigned Guarantors;                       

      NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of the others and for the equal and ratable benefit of the      
Holders of the Securities, as follows:                                          

ARTICLE ONE 

NEW GUARANTORS

SECTION 1.01. New Guarantors.                           

    Each of Phibro Animal Health U.S., Inc., a Delaware corporation ("Phibro
Health U.S."), and Phibro Animal Health Holdings, Inc., a Delaware corporation  
("Phibro Health Holdings", and together with Phibro Health U.S., "New           
Guarantors"), each being a Restricted Subsidiary, by executing this Supplemental
Indenture and the Guarantee, hereby becomes a Guarantor and shall be bound by   
the Indenture and by the Guarantee.                                             

 ARTICLE TWO

 MISCELLANEOUS

          SECTION 2.01. Execution of Supplemental Indenture; Modification of
Original Indenture.                                                             

This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture and, as provided in the Indenture, this 
Supplemental Indenture forms a part thereof.                                    

EX-4.1.1
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      Except as otherwise expressly provided for in this 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 2.02. Concerning the Trustee.                   

  The recitals contained herein, shall be taken as the statements of the
Company and the New Guarantors and the Trustee assumes no responsibility for the
correctness of same. The Trustee makes no representations as to the validity or 
sufficiency of this Supplemental Indenture.                                     

SECTION 2.03. Counterparts.                             

      This Supplemental Indenture may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of    
such counterparts shall together constitute but one and the same instrument.    

SECTION 3.03. Governing Law.                            

This Supplemental Indenture shall be governed by and construed in   
accordance with the laws of the State of New York.                              

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EX-4.1.1
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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.          

                                PHILIPP BROTHERS CHEMICALS, INC.

       By: /s/
                                        ________________________________
             Name:
              Title:

                                PHIBRO ANIMAL HEALTH U.S., INC.,
                              as Guarantor

       By: /s/
                                        ________________________________
             Name:
              Title:

                                    PHIBRO ANIMAL HEALTH HOLDINGS, INC.,
                              as Guarantor

       By: /s/
                                        ________________________________
             Name:
              Title:

                                    THE CHASE MANHATTAN BANK, as Trustee

       By: /s/
                                        ________________________________
             Name:
              Title:

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/11/01
For Period End:		6/30/01							NT 10-K
		11/30/00		1					8-K
		6/11/98		1
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