EXHIBIT 10.1.3
EXECUTION COPY
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL
EXPENDITURE LINE AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT, CAPITAL
EXPENDITURE LINE AND SECURITY AGREEMENT (the "Agreement") is entered into on the
8th day of August, 2003 by and among PHIBRO ANIMAL HEALTH CORPORATION (formerly
known as Philipp Brothers Chemicals, Inc.), a corporation organized under the
laws of the State of New York, ("Borrower"), Phibro-Tech, Inc., a corporation
organized under the laws of the State of Delaware, C P Chemicals, Inc., a
corporation organized under the laws of the State of New Jersey, The Prince
Manufacturing Company, a corporation organized under the laws of the State of
Illinois (as an individual entity and as successor by merger to The Prince
Manufacturing Company, a corporation organized under the laws of the State of
Pennsylvania), Prince Agriproducts, Inc., a corporation organized under the laws
of the State of Delaware, Mineral Resource Technologies, Inc., a corporation
organized under the laws of the State of Delaware (successor by merger of
Mineral Resource Technologies, L.L.C. which merged into MRT Management Corp.),
Phibro-Chem, Inc., a corporation organized under the laws of the State of New
Jersey, PhibroChemicals, Inc., a corporation organized under the laws of the
State of New York, Western Magnesium Corp., a corporation organized under the
laws of the State of California, Phibro Animal Health Holdings, Inc., a
corporation organized under the laws of Delaware, and Phibro Animal Health U.S.,
Inc., a corporation organized under the laws of Delaware (each a "Guarantor" and
collectively "Guarantors"), the financial institutions which are now or which
hereafter become a party hereto (collectively, the "Lenders" and individually a
"Lender") and PNC BANK, NATIONAL ASSOCIATION, a national banking association
("PNC"), as agent for Lenders (PNC, in such capacity, the "Agent").
RECITALS
Whereas, on August 19, 1998, PNC, the Borrower and certain Guarantors
entered into a Revolving Credit, Acquisition Term Loan and Security Agreement
(as such has been amended, supplemented and/or restated until November 28, 2000,
the "Original Loan Agreement"), pursuant to which certain Lenders extended
various credit facilities in favor of the Borrower;
Whereas, on November 29, 2000, Borrower, Guarantors and Lenders amended
and restated the Original Loan Agreement and entered into an Amended and
Restated Revolving Credit, Capital Expenditure Line and Security Agreement (as
may be amended, supplemented and/or restated, the "Loan Agreement"), pursuant to
which the Lenders extended various credit facilities in the aggregate amount of
$85,000,000 in favor of the Borrower;
Whereas, on September 28, 2001, Borrower, Guarantors and Lenders agreed to
modify the terms of the Loan Agreement as set forth in the First Amendment to
Amended and Restated Revolving Credit, Capital Expenditure Line and Security
Agreement;
Whereas, on October 23, 2002, Borrower, Guarantors and Lenders agreed to
modify the terms of the Loan Agreement as set forth in the Second Amendment to
Amended and Restated Revolving Credit, Capital Expenditure Line and Security
Agreement;
Whereas, Borrower, Guarantors and Lenders have agreed to further modify
the terms of the Loan Agreement as set forth in this Agreement.
Now, therefore, in consideration of Lender's continued extension of credit
and the agreements contained herein, the parties agree as follows:
AGREEMENT
1) ACKNOWLEDGMENT OF BALANCE. Borrower acknowledges that the most recent
statement of account sent to Borrower with respect to the Obligations is
correct.
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2) MODIFICATIONS. The Loan Agreement and the Other Documents be and hereby
are modified as follows:
(A) The name "Philipp Brothers Chemicals, Inc." throughout the Loan
Agreement and the Other Documents is hereby deleted and replaced with the
name "Phibro Animal Health Corporation (formerly known as Philipp Brothers
Chemicals, Inc.)".
3) ACKNOWLEDGMENTS. Borrower acknowledges and represents that:
(A) the Loan Agreement and Other Documents, as amended hereby, are in full
force and effect without any defense, claim, counterclaim, right or claim of
set-off;
(B) to the best of its knowledge, no default by the Agent or Lenders in
the performance of their duties under the Loan Agreement or the Other Documents
has occurred;
(C) all representations and warranties of the Borrower contained herein
and in the Other Documents are true and correct in all material respects as of
this date, except for any representation or warranty that specifically refers to
an earlier date and except to the extent that the Agent and the Lenders have
been notified by the Borrower that any representation or warranty is not correct
and the Required Lenders have explicitly waived in writing compliance with such
representation or warranty (which waiver is hereby granted) and except for
changes not prohibited by the terms of the Loan Agreement;
(D) Borrower has taken all necessary corporate or company action to
authorize the execution and delivery of this Agreement; and
(E) this Agreement is a modification of an existing obligation and is not
a novation.
4) PRECONDITIONS. The Borrower shall deliver to the Agent the following: (a)
an executed Third Amendment to Amended and Restated Revolving Credit,
Capital Expenditure Line and Security Agreement, (b) evidence that the
Borrower has filed all necessary documentation with regard to the changing
of its name from Philipp Brothers Chemicals, Inc. to Phibro Animal Health
Corporation in its State of incorporation and in all jurisdiction which it
is qualified to do business and (c) an executed resolution of the Borrower
authorizing the transaction described herein. It is understood and agreed
that Borrower shall pay all fees and costs incurred by Lenders in entering
into this Agreement and the other documents executed in connection
herewith, including but not limited to all reasonable attorney fees and
expenses of Lenders' counsel.
5) MISCELLANEOUS. This Agreement shall be construed in accordance with and
governed by the laws of the State of New Jersey, without reference to that
state's conflicts of law principles. This Agreement and the Other
Documents constitute the sole agreement of the parties with respect to the
subject matter hereof and thereof and supersede all oral negotiations and
prior writings with respect to the subject matter hereof and thereof. No
amendment of this Agreement, and no waiver of any one or more of the
provisions hereof shall be effective unless set forth in writing and
signed by the parties hereto. The illegality, unenforceability or
inconsistency of any provision of this Agreement shall not in any way
affect or impair the legality, enforceability or consistency of the
remaining provisions of this Agreement or the Other Documents. This
Agreement and the Other Documents are intended to be consistent. However,
in the event of any inconsistencies among this Agreement and either the
Loan Agreement or any of the Other Documents, the terms of this Agreement,
then the Loan Agreement, shall control. This Agreement may be executed in
any number of counterparts and by the different parties on separate
counterparts. Each such counterpart shall be deemed an original, but all
such counterparts shall together constitute one and the same agreement.
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6) DEFINITIONS. The terms used herein and not otherwise defined or modified
herein shall have the meanings ascribed to them in the Loan Agreement. The
terms used herein and not otherwise defined or modified herein or defined
in the Loan Agreement shall have the meanings ascribed to them by the
Uniform Commercial Code as enacted in New Jersey.
IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the
day and year first above written.
BORROWER:
ATTEST: PHIBRO ANIMAL HEALTH CORPORATION
(formerly known as Philipp Brothers Chemicals, Inc.)
BY: /s/ David C. Storbeck By: /s/ Richard G. Johnson
--------------------------------------- --------------------------------------------------
David C. Storbeck, Assistant Secretary Richard G. Johnson, Vice President
One Parker Plaza
Fort Lee, N.J. 07024
GUARANTORS:
ATTEST: PHIBRO-TECH, INC.
BY: /s/ David C. Storbeck By: /s/ W. Dwight Glover
-------------------------------------- --------------------------------------------------
David C. Storbeck, Vice President W. Dwight Glover, President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: C P CHEMICALS, INC.
BY: /s/ David C. Storbeck By: /s/ Jack C. Bendheim
-------------------------------------- --------------------------------------------------
David C. Storbeck, Vice President Jack C. Bendheim, President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: THE PRINCE MANUFACTURING COMPANY (IL)
(as an individual entity and as successor by merger to
The Prince Manufacturing Company, a corporation
organized under the laws of the State of Pennsylvania,)
BY: /s/ David C. Storbeck By: /s/ Marvin Sussman
-------------------------------------- --------------------------------------------------------------
David C. Storbeck, Vice President Marvin Sussman, President
One Prince Plaza
P.O. Box 1009
Quincy, Il. 62306
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ATTEST: PRINCE AGRIPRODUCTS, INC.
BY: /s/ David C. Storbeck By: /s/ Marvin Sussman
-------------------------------------------- --------------------------------------------------------
David C. Storbeck, Vice President Marvin Sussman, President
One Prince Plaza
P.O. Box 1009
Quincy, Il. 62306
ATTEST: Mineral Resource Technologies, Inc.
(successor by merger of Mineral Resource Technologies, L.L.C.
which merged into MRT Management Corp.)
BY: /s/ Hugh Shannonhouse By: /s/ David C. Storbeck
-------------------------------- -------------------------------------------------------------
Hugh Shannonhouse, President David C. Storbeck, Vice President
2700 Research Forest Drive
Suite 150
The Woodlands, TX 77381
ATTEST: PHIBRO-CHEM, INC.
BY: /s/ David C. Storbeck By: /s/ Jack C. Bendheim
-------------------------------------------- ---------------------------------------------------------
Davic C. Storbeck, Vice President Jack C. Bendheim, President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: PHIBROCHEMICALS, INC.
BY: /s/ David C. Storbeck By: /s/ Jack C. Bendheim
-------------------------------------------- ---------------------------------------------------------
David C. Storbeck, Vice President Jack C. Bendheim, President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: WESTERN MAGNESIUM CORP.
BY: /s/ David C. Storbeck By: Jack C. Bendheim
-------------------------------------------- --------------------------------------------------------
David C. Storbeck, Vice President Jack, C. Bendheim, President
One Parker Plaza
Fort Lee, N.J. 07024
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ATTEST: PHIBRO ANIMAL HEALTH HOLDINGS, INC.
BY: /s/ David C. Storbeck By:/s/ Marvin Sussman
-------------------------------------------- --------------------------------------------------
David C. Storbeck, Vice President Marvin Sussman, President
One Parker Plaza
Fort Lee, N.J. 07024
ATTEST: PHIBRO ANIMAL HEALTH U.S., INC.
BY: /s/ David C. Storbeck By:/s/ Marvin Sussman
-------------------------------------------- --------------------------------------------------
David C. Storbeck, Vice President Marvin Sussman, President
One Parker Plaza
Fort Lee, N.J. 07024
LENDERS:
ATTEST: PNC BANK, NATIONAL ASSOCIATION, as Lender and as
Agent
By:__________________________________________________
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Name: Michelle Stanley-Nurse
Title: Vice President
Address: 70 East 55th Street, 14th Floor
New York, New York 10022
Commitment Percentage: 41.1764705882%
BANK OF AMERICA, N. A., as Lender
By: /s/ Edmundo E. Kahn
-------------------------------------------------
Name: Edmundo E. Kahn
Title: Vice President
Address: 335 Madison Avenue
6th Floor
New York, New York 10017
Commitment Percentage: 29.4117647059%
GENERAL ELECTRIC CAPITAL CORPORATION, as
Lender
By: /s/ Susan Timmerman
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Name: Susan Timmerman
Title: Sr. Risk Manager
Address: 401 Merritt 7
Norwalk, CT 06854
Commitment Percentage: 29.4117647059%
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