<PAGE>
Exhibit 10.1(b)
SUBSCRIPTION AND EXCHANGE AGREEMENT
The undersigned
individuals and trusts are shareholders of preferred and
common shares (the "PAHC
Shares") of Phibro Animal Health Corporation, a New
York corporation ("PAHC"), as
shown on Exhibit "A" annexed hereto (the
"Shareholders"). The
Shareholders desire to exchange all PAHC Shares for
shares
of PAHC Holdings Corporation,
a Delaware corporation ("HoldCo"), on the
following terms and
conditions:
1. Each of the Shareholders hereby subscribes for shares of
preferred
and common stock of HoldCo
(the "Stock"), in the number set forth opposite such
Shareholder's name on Exhibit
"A" and, in exchange therefor, hereby transfers,
assigns and conveys to HoldCo
all right, title and interest in and to the same
number and class of shares of
PAHC owned by such Shareholder, as set forth
opposite such Shareholder's
name on Exhibit "A". Upon execution hereof, each
share of PAHC owned by such
Shareholder shall be deemed cancelled and no longer
outstanding, and represent
only the right, upon delivery to HoldCo of all
certificates for such
Shareholder's PAHC shares, accompanied by duly executed
stock powers, the right to
receive certificates for such Stock and, upon
issuance thereof, such Stock
shall be duly and validly issued, fully paid and
non-assessable.
2. Each of the Shareholders are parties to and bound by the terms
of a
certain Stockholders
Agreement dated December 7, 1984 of PAHC (formerly
Philipp
Brothers Chemicals, Inc.)
(the "PAHC Agreement #1") with respect to shares of
Class B common stock of PAHC;
and Jack C. Bendheim and Marvin S. Sussman are
parties to and bound by the
terms of a certain Stockholders Agreement dated
December 29, 1987 of PAHC
(formerly Philipp Brothers Chemicals, Inc.) (the "PAHC
Agreement #2" and, together
with PAHC Agreement #1, the "Stockholders
Agreements") with respect to
shares of Class B common stock of PAHC. Each
Shareholder and PAHC hereby
waives any and all rights such Shareholder may have
with respect to the transfer
and exchange of PAHC shares contemplated by
paragraph 1 hereof. Each
Shareholder and HoldCo agrees that the Stock of HoldCo
received as provided in
paragraph 1 hereof shall be subject to all of the terms
and conditions of the
Stockholders Agreements to which such Shareholder shall
be
a signatory, in all respects;
and that wherever the words "Philipp Brothers
Chemicals, Inc." or the
"Corporation" shall appear in such agreements, such
words shall be deemed to
apply to HoldCo. Each Shareholder acknowledges that
such Shareholder has been
furnished with copies of the Stockholders Agreements
to which such Shareholder
shall be a signatory.
3. Each Shareholder hereby represents and warrants (severally and
not
jointly) to HoldCo that such
Shareholder is the sole record and beneficial
holder of the number and
class of the PAHC shares set forth opposite such
Shareholder's name on Exhibit
"A", free and clear of any and all liens, pledges,
restrictions, options, rights
of first refusal, encumbrances, charges, proxies,
powers of attorney,
agreements or claims of any kind whatsoever, other than
the
provisions of such of the
Stockholders Agreements to which such Shareholder
shall be a signatory
(collectively "Liens"), and that such Shareholder has
the
right and power to convey and
this agreement will convey to HoldCo lawful and
valid t
