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<SEC-DOCUMENT>0000950123-03-011158.txt : 20031007
<SEC-HEADER>0000950123-03-011158.hdr.sgml : 20031007
<ACCEPTANCE-DATETIME>20031007140622
ACCESSION NUMBER:		0000950123-03-011158
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20031002
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031007

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PHIBRO ANIMAL HEALTH CORP
		CENTRAL INDEX KEY:			0001069899
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL INORGANIC CHEMICALS [2810]
		IRS NUMBER:				131840497
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-64641
		FILM NUMBER:		03931146

	BUSINESS ADDRESS:	
		STREET 1:		ONE PARKER PLZ
		CITY:			FORT LEE
		STATE:			NJ
		ZIP:			07024
		BUSINESS PHONE:		2019446020

	MAIL ADDRESS:	
		STREET 1:		ONE PARKET PLZ
		CITY:			FORT LEE
		STATE:			NJ
		ZIP:			07024

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPP BROTHERS CHEMICALS INC
		DATE OF NAME CHANGE:	19980908
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y90449e8vk.txt
<DESCRIPTION>PHIBRO ANIMAL HEALTH CORPORATION
<TEXT>
<PAGE>

================================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM 8-K

                       ----------------------------------


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported) October 2, 2003






                        PHIBRO ANIMAL HEALTH CORPORATION
             (Exact name of registrant as specified in its charter)


          New York                    333-64641             13-1840497
- -----------------------------     ------------------   ----------------------
(State or other jurisdiction       (Commission File       (IRS Employer
     of incorporation)                 Number)       Identification Number)


                                One Parker Plaza
                           Fort Lee, New Jersey 07024
- -------------------------------------------------------------------------------

              (Address of principal executive offices) (Zip Code)

                                 (201) 944-6020
- -------------------------------------------------------------------------------

              (Registrant's telephone number, including area code)


================================================================================


<PAGE>

Item 5. Other Events and Regulation FD Disclosure.

     Phibro Animal Health Corporation (the "Company"), formerly Philipp Brothers
Chemicals, Inc., which previously issued a press release announcing a consent
solicitation with respect to its 9 7/8% Senior Subordinated Notes Due 2008 (the
"Existing Notes"), issued a press release on October 2, 2003 announcing that it
had received and accepted the requisite consents from the holders of a majority
of the Existing Notes, and that the proposed amendments to the indenture
governing the Existing Notes set forth in the Company's Consent Solicitation
Statement dated September 24, 2003 have become effective.


     A copy of the press release is attached as Exhibit 99.1 to this Report, and
a copy of the supplemental indenture to the indenture governing the Existing
Notes, effecting the amendments described in the Consent Solicitation Statement
is attached as Exhibit 99.2 to this Report.


     Nothing in this Report shall  constitute an offer to purchase or sell, or a
solicitation of an offer to purchase or sell, any securities of the Company.


     This Report includes statements that constitute forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. These statements are subject to risks and uncertainties.
Forward-looking statements include information concerning possible or assumed
future results of operations of the Company and its affiliates. These statements
may relate to, but are not limited to, information and assumptions about capital
and other expenditures, dividends, financing plans, capital structure, cash
flow, pending legal and regulatory proceedings and claims, including
environmental matters, future economic performance, operating income, cost
savings, management's plans, goals and objectives for future operations and
growth. These forward-looking statements generally are accompanied by words such
as "intend," "anticipate," "believe," "estimate," "expect," "should" or similar
expressions. It should be understood that these forward-looking statements are
necessarily estimates reflecting the best judgment of the Company's senior
management, not guarantees of future performance. They are subject to a number
of assumptions, risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in the forward-looking
statements. Important assumptions relating to the forward-looking statements
include, among others, assumptions regarding demand for the Company's products,
the expansion of product offerings geographically or through new applications,
the timing and cost of planned capital expenditures, competitive conditions and
general economic conditions. These assumptions could prove inaccurate.
Forward-looking statements also involve risks and uncertainties, which could
cause actual results that differ materially from those contained in any
forward-looking statement. Many of these factors are beyond the Company's
ability to control or predict. Such factors include, but are not limited to, the
following: the Company's substantial leverage and potential inability to service
its debt; the Company's dependence on distributions from its subsidiaries; risks
associated with the Company's international operations and significant foreign
assets; the Company's dependence on its Israeli operations; competition in each
of the Company's markets; potential environmental liability; potential
legislation affecting the use of medicated feed additives; extensive regulation
by numerous government authorities in the United States and other countries; the
Company's reliance on the continued operation and sufficiency of its
manufacturing facilities; the Company's reliance upon unpatented trade secrets;
the risks of legal proceedings and general litigation expenses; potential
operating hazards and uninsured risks; the risk of work stoppages; the Company's
dependence on key personnel; and other factors discussed in the Company's
filings with the U.S. Securities and Exchange Commission.


     Undue reliance should not be placed on forward-looking statements, which
speak only as of the date of this Report.


     All subsequent written and oral forward-looking statements attributable to
the Company or any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to


                                       2

<PAGE>

in this Report and any other cautionary statements that may accompany such
forward-looking statements. The Company does not undertake any obligation to
release publicly any revisions to these forward-looking statements to reflect
events or circumstances after the date of this document or to reflect the
occurrence of unanticipated events, unless the securities laws require the
Company to do so.


Item 7. Financial Statements and Exhibits




      (c) Exhibits



            99.1 Press Release, dated October 2, 2003
            99.2 Fourth Supplemental Indenture














                                       3
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      PHIBRO ANIMAL HEALTH CORPORATION


Dated: October 2, 2003                By: /s/ Jack C. Bendheim
                                          --------------------------------------
                                          Jack C. Bendheim,
                                          Chairman of the Board and President


                                      By: /s/ Gerald K. Carlson
                                          --------------------------------------
                                          Gerald K. Carlson,
                                          Chief Executive Officer


                                      By: /s/ Richard G. Johnson
                                          -------------------------------
                                          Richard G. Johnson,
                                          Chief Financial Officer


                                       4


<PAGE>



                                 Exhibit Index

Exhibit No.         Description

99.1                Press Release, dated October 2, 2003
99.2                Fourth Supplemental Indenture




                                       5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>y90449exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>



                                                                    Exhibit 99.1

- --------------------------------------------------------------------------------

For release: IMMEDIATELY

     For additional information contact: Richard G. Johnson, Chief Financial
Officer, or Steven L. Cohen, General Counsel -- (201) 944-6020

                   PHIBRO ANIMAL HEALTH CORPORATION ANNOUNCES
                     RECEIPT OF APPROVAL TO AMEND INDENTURE

     Fort Lee, New Jersey, October 2, 2003 -- Phibro Animal Health Corporation
(the "Company"), formerly Philipp Brothers Chemicals, Inc., which previously
announced a consent solicitation with respect to its 9 7/8% Senior Subordinated
Notes Due 2008 (the "Existing Notes"), announced today that it has received and
accepted the requisite consents from the holders of a majority of the Existing
Notes. The Company commenced the consent solicitation last Wednesday, September
24, 2003, in conjunction with the private offering of $105 million of senior
secured notes due 2007. The proposed amendments to the indenture governing the
Existing Notes set forth in the Company's Consent Solicitation Statement dated
September 24, 2003 have become effective.

     The Company is a leading diversified global manufacturer and marketer of a
broad range of animal health and nutrition products, specifically medicated feed
additives ("MFAs") and nutritional feed additives, which the Company sells
throughout the world predominantly to the poultry, swine and cattle markets.
MFAs are used preventively and therapeutically in animal feed to produce healthy
livestock. The Company is also a specialty chemicals manufacturer and marketer,
serving numerous markets.

Forward-Looking Statements

     This news release contains statements that, to the extent that they are not
recitations of historical fact, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E
of the Securities Exchange Act of 1934. Such forward-looking information
involves risks and uncertainties that could cause actual results to differ
materially from those expressed in any such forward-looking statements. These
risks and uncertainties include, but are not limited to, the Company's
substantial leverage and potential inability to service its debt; the Company's
dependence on distributions from its subsidiaries; risks associated with the
Company's international operations and significant foreign assets; the Company's
dependence on its Israeli operations; competition in each of the Company's
markets; potential environmental liability; potential legislation affecting the
use of medicated feed additives; extensive regulation by numerous government
authorities in the United States and other countries; the Company's reliance on
the continued operation and sufficiency of our manufacturing facilities; the
Company's reliance upon unpatented trade secrets; the risks of legal proceedings
and general litigation expenses; potential operating hazards and uninsured
risks; the risk of work stoppages; the Company's dependence on key personnel;
and other factors discussed in the Company's filings with the U.S. Securities
and Exchange Commission.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>y90449exv99w2.txt
<DESCRIPTION>4TH SUPPLEMENTAL INDENTURE
<TEXT>
<PAGE>


                                                                    Exhibit 99.2

     FOURTH SUPPLEMENTAL INDENTURE ("Fourth Supplemental Indenture"), dated as
of October 1, 2003, 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 Fourth 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 (the "Original
Indenture"), the Company issued its 9 7/8% Senior Subordinated Notes due 2008,
Series A and Series B (the "Notes"); and

     WHEREAS, the Original Indenture was amended by a certain First Supplemental
Indenture, dated as of January 15, 1999, among the Company, the Guarantors named
therein and the Trustee (the "First Supplemental Indenture"), in order to, among
other things, effect the exchange of the Exchange Notes in replacement of the
Initial Notes; and

     WHEREAS, the Original Indenture was further amended by a certain Second
Supplemental Indenture, dated as of March 19, 2003, among the Company, the
Guarantors named therein and the Trustee (the "Second Supplemental Indenture"),
in order to, among other things, effect certain amendments relating to two
Subsidiaries of the Company, Odda Holdings SA and Odda Smeltaverk SA; and

     WHEREAS, the Original Indenture was further amended by a certain Third
Supplemental Indenture, dated as of March 19, 2003, among the Company, the
Guarantors named therein and the Trustee (the "Third Supplemental Indenture";
the Original Indenture, as amended by the First Supplemental Indenture, the
Second Supplemental Indenture and the Third Supplemental Indenture, and as
otherwise in effect on the date hereof, the "Indenture") in order, among other
things, to reflect each of Phibro Animal Health Holdings, Inc., a Delaware
corporation, and Phibro Animal Health U.S., Inc., a Delaware corporation, as a
Guarantor under the Indenture and 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 Fourth 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 Fourth
Supplemental Indenture;

     WHEREAS, the Company, each of the Guarantors and the Trustee desire and
have agreed to execute and deliver this Fourth Supplemental Indenture as herein
provided and all conditions and requirements necessary to make this Fourth
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled and


<PAGE>
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 1.01. Section 1.01 (Definitions) of the Indenture is hereby
     amended by deleting the following definitions set forth therein in entirety
     and replacing them with the following definitions:

          "Asset Sale" means (i) any sale, lease, conveyance or other
     disposition by the Company or any Restricted Subsidiary of any assets
     (including by way of a sale and leaseback) other than in the ordinary
     course of business or (ii) the issuance or sale of Capital Stock of any
     Restricted Subsidiary, in the case of each of (i) and (ii), whether in a
     single transaction or a series of related transactions, to any Person
     (other than to the Company or a Restricted Subsidiary and other than
     directors' qualifying shares) for Net Proceeds in excess of $250,000. The
     (i) disposition of property of the Company or any of its Restricted
     Subsidiaries that, in the reasonable judgment of the Company, is no longer
     useful in the conduct of the business of the Company and its Restricted
     Subsidiaries, (ii) a Permitted Investment in a Permitted Joint Venture of
     the Company, (iii) the MRT Sale and (iv) the PMC Sale Transactions shall
     not constitute an Asset Sale.

          "Designated Senior Debt" means (i) the Indebtedness under the Credit
     Facility, (ii) the US Notes, the Dutch Notes and the related Guarantees,
     and (iii) any other Senior Debt permitted to be incurred under this
     Indenture the principal amount of which is $15.0 million or more (including
     to a syndicate of lenders or an agent thereof) at the time of the
     designation of such Senior Debt as "Designated Senior Debt" by the Company
     in a written instrument delivered to the Trustee.

          "Permitted Liens" means (i) Liens on assets or property of the Company
     that secure Senior Debt and Liens on assets or property of a Guarantor that
     secure Senior Debt; (ii) Liens securing Indebtedness of a Person existing
     at the time that such Person is merged into or consolidated with the
     Company or a Restricted Subsidiary; provided, however, that such Liens were
     in existence prior to the contemplation of such merger or consolidation and
     do not extend to any assets other than those of such Person; (iii) Liens on
     property acquired by the Company or a Restricted Subsidiary; provided,
     however, that such Liens were in existence prior to the contemplation of
     such acquisition and do not extend to any property other than that of the
     Person merged into or consolidated with the Company or such Restricted
     Subsidiary; (iv) Liens in respect of Interest Rate Agreement Obligations
     and Currency Agreement Obligations permitted under this Indenture;(v) Liens
     in favor of the Company or any Restricted Subsidiary; (vi)


                                       2
<PAGE>

     Liens existing or created on the Issue Date; (vii) Liens securing the Notes
     or the Guarantees; (viii) Liens to secure Attributable Debt that is
     permitted to be incurred pursuant to Section 4.23; (ix) leases or subleases
     granted to others that do not materially interfere with the ordinary course
     of business of the Company and its Restricted Subsidiaries; (x) Liens
     arising from filing Uniform Commercial Code financing statements regarding
     leases; (xi) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods; (xii) Liens to secure obligations arising from
     statutory, regulatory, contractual or warranty requirements of the Company
     or any of its Restricted Subsidiaries, including the performance of
     statutory obligations, surety or appeal bonds or performance bonds, or
     landlords', carriers', warehousemen's, mechanics', suppliers',
     materialmen's or other like Liens, in any case incurred in the ordinary
     course of business and rights to offset and set off; (xiii) Liens for
     taxes, assessments or governmental charges or claims that are not yet
     delinquent or that are being contested in good faith by appropriate
     proceedings promptly instituted and diligently concluded; provided that any
     reserve or other appropriate provision as shall be required in conformity
     with GAAP shall have been made therefor; (xiv) Liens securing Indebtedness
     incurred to amend, modify, renew, refund, replace or refinance Indebtedness
     that has been secured by a Lien permitted under this Indenture, provided
     that (a) any such Lien not extend to or cover any assets or property not
     securing the Indebtedness so refinanced and (b)the Refinancing Indebtedness
     secured by such Lien shall have been permitted to be incurred under this
     Indenture; (xv) Liens on assets of Foreign Subsidiaries securing
     Indebtedness permitted by this Indenture and (xvi) Liens arising in
     connection with the placement by the Company or any Restricted Subsidiary
     of the Company, as the case may be, of a reasonable amount of cash (as
     determined in good faith by such Person's board of directors) in escrow
     against any obligations permitted by Section 4.12(b)(xvi).

     b. Section 1.01. Section 1.01 of the Indenture is hereby amended by adding
     the definitions to Section 1.01 in the corresponding alphabetical order:

        "Dutch Notes" means Senior Secured Notes due 2007 of Philipp Brothers
     Netherlands III BV (the "Dutch Issuer").

        "MRT Sale" means the sale of payment of transaction expenses of
     approximately $14 million in cash, subject to certain escrow arrangements
     and post-closing adjustments.

        "Palladium Preferred Stock" means the Series B Redeemable Participating
     Preferred Stock and the Series C Redeemable Participating Preferred Stock
     of the Company owned by Palladium Equity Partners II, LP and certain of its
     affiliates.

        "PMC Sale Transactions" the following transactions and payments,
     including payments required pursuant to the documents evidencing such
     transactions: (i) the transfer of ownership to the Palladium Investors of
     The Prince Manufacturing Company ("PMC") (which would be valued at
     approximately $21


                                       3
<PAGE>


     million); (ii) the reduction of the preferred stock of the Palladium
     Investors to $15.2 million (as of September 30, 2003); (iii) the
     termination of any obligation of the Company or any Restricted Subsidiary
     of the Company in respect of the $2.25 million annual management advisory
     fee (subject to reinstatement if these transactions are not consummated on
     or before December 31, 2003); (iv) a separate cash payment to the Palladium
     Investors of $10 million; (v) payments by PMC to the Company for central
     support services for the next three years of $1 million, $0.5 million and
     $0.2 million, respectively; (vi) supply arrangements between the Company
     and PMC with respect to manganous oxide and red iron oxide; (vii) customary
     representations, warranties and indemnities by the Company, and provisions
     for closing working capital balance adjustments, settlement of intercompany
     accounts owed to PMC, a closing fee payable to Palladium and the agreement
     of the Company to pay or reimburse the Palladium Investors for their
     reasonable out-of-pocket expenses; and (viii) the establishment by the
     Company of a $1 million escrow or other credit support for two years to
     secure its net working capital and foregoing indemnification obligations,
     and indemnification of the Palladium Investors, payable after the maturity
     of the Notes, for a portion, at the rate of $0.65 for every dollar, of the
     amount they receive in respect of the disposition of PMC less than $21
     million, up to a maximum payment by the Company of $4 million. The economic
     terms set forth above are subject to the terms upon which intercompany
     accounts would be settled, the amount of minimum working capital of PMC to
     be agreed upon and the amount of the closing fee payable to the Palladium
     Investors.

              "US Notes" means Senior Secured Notes due 2007 of the Company.

     c.  Section 4.10. Section 4.10 (Limitation on Restricted Payments) of the
     Indenture is hereby amended by inserting the following clauses (ix) and (x)
     in Section 4.10(b):

              "(ix) the PMC Sale Transactions; and

              (x) the designation of MRT Holdings, LLC, MRT, Prince MFG, LLC and
          PMC as Unrestricted Subsidiaries."

     d.  Section 4.10. Section 4.10 of the Indenture is hereby amended by
     deleting Section 4.10(c) in entirety and replacing it with the following:
     "(c) For purposes of Section 4.10(a)(iii), the Permitted Payments referred
     to in clauses (i) and (v) above shall be included in the aggregate amount
     of Restricted Payments made since the Issue Date, and any other Permitted
     Payments described above shall be excluded."

     e.  Section 4.11. Section 4.11 (Limitation on Transactions with Affiliates)
     of the Indenture is hereby amended by deleting "and" before "(v)" and
     inserting the following additional provision in Section 4.11(b):

              "and (vi)  the PMC Sale Transactions".

                                       4
<PAGE>
     f.  Section 4.12. Section 4.12 (Limitation on Incurrence of Indebtedness)
of the Indenture is hereby amended by deleting Section 4.12(b)(xiv) in entirety
and replacing it with the following:

              "(xiv) Indebtedness of the Company or any Restricted Subsidiary in
          addition to that described in clauses (i) through (xiii) above and
          clauses (xv) and (xvi) below, and any amendments, modifications,
          renewals, refundings, replacements or refinancings of such
          Indebtedness, so long as the aggregate principal amount of all such
          Indebtedness incurred pursuant to this clause (xiv) does not exceed
          $5.0 million at any one time outstanding."

     g.  Section 4.12. Section 4.12 of the Indenture is hereby amended by
deleting "and" after "(;)" in clause (xiii) and inserting the following clauses
(xv) and (xvi) in Section 4.12(b):

              "(xv)  $105 million aggregate principal amount of the US Notes and
          Dutch Notes and the related Guarantees; and

              (xvi) Indebtedness arising from agreements of the Company or a
          Restricted Subsidiary providing for the guarantee, indemnification,
          adjustment of purchase or sales price or similar obligations, in each
          case, incurred in connection with the disposition or exchange of any
          business, assets or Subsidiary or consideration therefor, other than
          guarantees of Indebtedness incurred by any Person acquiring all or any
          portion of such business, assets or Subsidiary for the purpose of
          financing such acquisition; provided that the maximum aggregate
          liability in respect of such Indebtedness shall at no time exceed the
          gross proceeds actually received by the Company and its Restricted
          Subsidiaries in connection with such disposition."

     h.  Section 4.13. Section 4.13 (Limitation on Dividends and Other Payment
Restrictions Affecting Restricted Subsidiaries) of the Indenture is hereby
amended by replacing "and" with "," before "(i)" and inserting the following:

              "and (j) the US Notes and Dutch Notes, the indenture governing
          such US Notes and Dutch Notes, the related Guarantees and security and
          collateral agreements."

     i.  Section 4.14. Section 4.14 (Limitation on Designation of Unrestricted
Subsidiaries) of the Indenture is hereby amended by inserting the following:

              "(d) Notwithstanding the foregoing, the designation of MRT
          Holdings, LLC, Prince MFG, LLC and PMC as Unrestricted Subsidiaries
          shall be permitted without complying with Section 4.14(a); provided,
          that MRT Holdings, LLC, Prince MFG, LLC and PMC shall be deemed to be
          redesignated as Restricted Subsidiaries on January 1, 2004 if the PMC

                                       5

<PAGE>


              Sale Transactions shall not have been consummated on or prior to
          such date."

     j.  Section 4.20. Section 4.20 (Limitation on Guarantees of Indebtedness by
Subsidiaries) of the Indenture is hereby amended by inserting the following:

              "Notwithstanding the foregoing, Restricted Subsidiaries of the
          Company may guarantee the US Notes and the Dutch Notes without
          complying with this Section 4.20."

     k.  Section 12.04. Section 12.04 (Release of a Guarantor) of the Indenture
     is hereby amended deleting Section 12.04(a) in entirety and replacing it
     with the following:

              "(a) So long as no Event of Default shall have occurred and be
          continuing upon (i) the sale or disposition (whether by merger, stock
          purchase, asset sale or otherwise) of a Guarantor (or all or
          substantially all of the assets of any such Guarantor or 50% or more
          of the Capital Stock of any such Guarantor) to an entity which is not
          a Subsidiary of the Company, which transaction is otherwise in
          compliance with this Indenture or (ii) the designation of any
          Guarantor as an Unrestricted Subsidiary in compliance with this
          Indenture, such Guarantor shall be deemed released from all its
          obligations under its Guarantee of the Notes and under this Indenture;
          provided, however, that any such termination shall occur only to the
          extent that all obligations of such Guarantor under all its Guarantees
          of, and under all of its pledges of assets or other security interests
          which secure, any Indebtedness of the Company shall also terminate
          upon such release, sale or transfer. Upon the release of any Guarantor
          from its Guarantee pursuant to the provisions of the Indenture, each
          other Guarantor not so released shall remain liable for the full
          amount of principal of, and interest on, the Notes as and to the
          extent provided in this Indenture."

     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 Fourth Supplemental Indenture on the Notes in accordance with the
provisions of Section 9.05 of the Indenture.

     Section 3.  The Trustee accepts this Fourth 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 Fourth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Indenture and, as provided in the
Indenture, this Fourth

                                       6

<PAGE>




Supplemental Indenture forms a part thereof. Except as otherwise expressly
provided for in this Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture shall become effective upon
the execution and delivery hereof by the Company, the Guarantors and the
Trustee.

     Section 7.  THIS FOURTH 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 Fourth 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]


                                       7
<PAGE>




                                   SIGNATURES

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

                                        PHIBRO ANIMAL HEALTH
                                        CORPORATION,
                                        a New York corporation


                                        By:  /s/ Richard G. Johnson
                                            -------------------------------
                                        Name:     Richard G. Johnson
                                        Title:    Chief Financial Officer


                                        C.P. CHEMICALS, INC.,
                                        a New Jersey corporation, as Guarantor


                                        By:  /s/ David C. Storbeck
                                            --------------------------------
                                        Name:     David C. Storbeck
                                        Title:    Chief Financial Officer


                                        PRINCE AGRIPRODUCTS, INC.,
                                        a Delaware corporation, as Guarantor


                                        By:     /s/ David C. Storbeck
                                            --------------------------------
                                        Name:     David C. Storbeck
                                        Title:    Chief Financial Officer


                                        PHIBROCHEM, INC.,
                                        a New Jersey corporation, as Guarantor


                                       By:     /s/ David C. Storbeck
                                            --------------------------------
                                       Name:      David C. Storbeck
                                       Title:     Chief Financial Officer

<PAGE>


                                        PHIBRO CHEMICALS, INC.,
                                        a New York corporation, as Guarantor

                                        By:     /s/ David C. Storbeck
                                            --------------------------------
                                        Name:        David C. Storbeck
                                        Title:       Chief Financial Officer


                                        WESTERN MAGNESIUM CORP.,
                                        a California corporation, as Guarantor

                                        By:     /s/ David C. Storbeck
                                            --------------------------------
                                        Name:        David C. Storbeck
                                        Title:       Chief Financial Officer


                                        THE PRINCE MANUFACTURING COMPANY,
                                        an Illinois corporation, as Guarantor


                                        By:     /s/ David C. Storbeck
                                            --------------------------------
                                        Name:        David C. Storbeck
                                        Title:       Chief Financial Officer


                                        PHIBRO ANIMAL HEALTH HOLDINGS, INC.,
                                        a Delaware corporation, as Guarantor

                                        By:     /s/ David C. Storbeck
                                            --------------------------------
                                        Name:        David C. Storbeck
                                        Title:       Chief Financial Officer


                                        PHIBRO ANIMAL HEALTH U.S., INC.,
                                        a Delaware corporation, as Guarantor


                                        By:     /s/ David C. Storbeck
                                            --------------------------------
                                        Name:        David C. Storbeck
                                        Title:       Chief Financial Officer

<PAGE>


                                       JPMORGAN CHASE BANK, as Trustee


                                        By:     /s/ James P. Freeman
                                            --------------------------------
                                        Name:        James P. Freeman
                                        Title:       Authorized Officer




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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