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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
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