Holding S Clause Samples

Holding S. A. all its interest in JDM for a price, subject to the provisions of this section, equal to the positive account balance of D.B.C. Holding in JDM at the time of such purchase.

Holding S. A. ------------------- Franklin Holdings, S.A. 59.5% Jacques Dessange Management, S.A. ____% Benjamin Des▇▇▇▇▇ ____% Bernard Sago▇ ____% Michel Couvin ____% Daniel Conte ____%

Holding S. A.S. France Corporation Polaris France Holdco SNC 100.00% ▇▇

Holding S. A.S. France Corporation Polaris France 100.00% No 37. KLIM Europe Sarl Switzerland Sarl Polaris Sales Europe Sarl 100.00% No

Holding S. A. or its affiliates, without such Subsidiary contemporaneously providing a Guaranty of the Existing Notes in violation of Section 10.5(b) of the Existing Note Purchase Agreement, (iii) the Company permitting CHS Europe S.à ▇.▇. (“CHS Europe”) to become obligated as a borrower under a Primary Bank Facility pursuant to that certain Uncommitted Line of Credit Agreement, dated as of March 7, 2013, between CHS Europe and Sovereign Bank, N.A., as amended, without such Subsidiary contemporaneously providing a Guaranty of the Existing Notes in violation of Section 10.5(b) of the Existing Note Purchase Agreement, (iv) the Company permitting CHS Singapore Trading Company Pte. Ltd. (“CHS Singapore”) to become obligated as a borrower under a Primary Bank Facility pursuant to that certain Facility Letter, dated February 21, 2013, among CHS Singapore, the Company and Australia and New Zealand Banking Group Limited, as amended, without such Subsidiary contemporaneously providing a Guaranty of the Existing Notes in violation of Section 10.5(b) of the Existing Note Purchase Agreement and (v) the Company failing to provide notice within five days of a Responsible Officer becoming aware of the existence of the Event of Default referenced in clauses (a)(i), (ii), (iii) and (iv) in violation of Section 7.1(d) of the Existing Note Purchase Agreement and (b) Section 11(f) of the Existing Note Purchase Agreement resulting from the Company being in default in the performance of analogous provisions set forth in clause (a) above under each of the Existing Note Agreements (as defined below). The Waivers contained herein shall not extend beyond the terms expressly set forth herein, nor shall it impair any right or power accruing to any Noteholder with respect to any other Default or Event of Default that occurs after the date hereof. Nothing contained herein shall be deemed to imply any willingness of any Noteholder to agree to, or otherwise prejudice any rights of such Noteholder with respect to, any similar waiver that may be requested by the Company.

Holding S àr.l. has been duly notified of the existence of the pledge and the Pledged Interests may not be disposed of in any way without the prior written consent of WFCF.”

Holding S. A. ------------------- Franklin Holdings, S.A. 59.5% Jacques Dessange Management, S.A. ____% Benjamin Des▇▇▇▇▇ ____% Bernard Sago▇ ____% Michel Couvin ____% Daniel Conte ____% 18PAGE EXHIBIT E SUBLICENSE AGREEMENT Sublicensee Information: Name: THERMODESS, S.A.S. ("Sublicensee") Address: ________________ ________________ ________________ Telephone No.: ________________ Fax No. ________________ Effective Date: ________ __, 1996 ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ (▇▇▇▇▇▇▇▇▇ its Departements d'Outre-Mer (D.O.M)., but excluding all other Territories d'Outre-Mer (T.O.M.) and ▇▇▇▇▇ jurisdictions) BACKGROUND

Holding S. A.S. France SAS Polaris France S.A.S. 100.00% ***

Holding S. A. France La Cornubia S.A. France Phibro Chemicals, Inc. New York Odda Holdings AS Norway Odda Smelteverk AS. Norway ------------------ (1) All shares owned by Philipp Brothers Netherlands III B.V. other than one share owned by PhibroChem, Inc.