INNOPHOS, INC. AND THE GUARANTOR PARTY HERETO 8.875% SENIOR SUBORDINATED NOTES DUE 2014Indenture • November 23rd, 2005 • Innophos, Inc. • New York
INDENTURE, dated as of August 13, 2004, among Innophos, Inc., a Delaware corporation, the Guarantor (as defined) and Wachovia Bank, National Association, as trustee.
REGISTRATION RIGHTS AGREEMENT Dated as of August 13, 2004 by and among INNOPHOS, INC. THE GUARANTOR LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. UBS SECURITIES LLCRegistration Rights Agreement • November 23rd, 2005 • Innophos, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated August 3, 2004 (the “Purchase Agreement”), by and among the Company, the Guarantor and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of August 13, 2004 (the “Indenture”), among the Company, the Guarantor and Wachovia Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as defined below).
REGISTRATION RIGHTS AGREEMENT Dated as of February 10, 2005 by and between INNOPHOS INVESTMENTS HOLDINGS, INC. and BEAR, STEARNS & CO. INC.Registration Rights Agreement • November 23rd, 2005 • Innophos, Inc. • New York
This Agreement is made pursuant to the Purchase Agreement, dated February 7, 2005 (the “Purchase Agreement”), by and between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of February 10, 2005 (the “Indenture”), between the Company and Wachovia Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as defined below).
CREDIT AGREEMENT among INNOPHOS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, BEAR STEARNS CORPORATE LENDING INC., and UBS SECURITIES LLC, as Co-Syndication Agents, NATIONAL CITY BANK, as Documentation Agent, and BEAR...Credit Agreement • November 23rd, 2005 • Innophos, Inc. • New York
CREDIT AGREEMENT, dated as of August 13, 2004, among INNOPHOS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers and joint bookrunners (in such capacity, the “Lead Arrangers”), BEAR STEARNS CORPORATE LENDING INC. and UBS SECURITIES LLC, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), NATIONAL CITY BANK, as documentation agent (in such capacity, the “Documentation Agent”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).
October 18, 2006Letter Agreement • November 14th, 2006 • Innophos, Inc. • Wholesale-chemicals & allied products • New York
As you know, Innophos, Inc. (“Innophos” or the “Company”) has explored a number of strategic alternatives including an initial public offering (an “IPO”) of Equity Securities of Innophos Holdings, Inc. or its successor (as the case may be, “Parent”). This letter agreement (this “Agreement”) sets forth, among other things, the special incentive arrangements for which you will be eligible in connection with your continued employment and cooperation in the event of an IPO. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in paragraph 4 below.
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • November 23rd, 2005 • Innophos, Inc. • New York
This DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2004, by and among Randolph Gress (the “Executive”), and Innophos, Inc., a Delaware corporation (the “Company”). Any capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in Section 4 hereof.
Office Chérifien des Phosphates GROUPE OFFICE CHERIFIEN DES PHOSPHATES AGREEMENT BETWEEN OCP AND TI DATED SEPTEMBER 10TH, 1992The Agreement • November 23rd, 2005 • Innophos, Inc.
CONFIDENTIAL TREATMENT REQUESTED UNDER **** INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. FOURTH MODIFYING...Purchase and Sale Agreement • November 23rd, 2005 • Innophos, Inc.
SOLE.- That the legal capacity of its special legal representative to sign this Agreement is proved according to the Notarial Power number 8,746 dated as of May 26th, 2003, granted before Notary Public No. 14 of the City of Coatzacoalcos, Ver., Attorney Enrique de Jesús Aguilar Urcelay, same that has not been modified or revoked.
SUPPLY CONTRACT Soda Ash (Sodium Carbonate, Anhydrous) High Purity Dense Grade for Domestic Locations Standard Grade Dense Soda Ash for Export LocationsSupply Contract • November 23rd, 2005 • Innophos, Inc.
THIS SUPPLY CONTRACT, dated as of February 29, 1996, between OCI Chemical Corporation, a Delaware corporation (herein, together with its successors and assigns, “Seller”), and Rhone-Poulenc Inc., a New York corporation (herein, together with its successors and permitted assigns, “Buyer”):
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • November 23rd, 2005 • Innophos, Inc. • New York
AGREEMENT OF PURCHASE AND SALE, dated as of June 10, 2004, among Rhodia Inc., a Delaware corporation (“Rhodia U.S.”), Rhodia Canada Inc., a corporation organized under the laws of Canada (“Rhodia Canada”), Rhodia de Mexico S.A. de C.V., a corporation organized under the laws of Mexico (“Rhodia Mexico”, and together with Rhodia U.S. and Rhodia Canada, the “Asset Sellers”, and each individually, an “Asset Seller”), Rhodia Overseas Ltd, a corporation organized under the laws of The United Kingdom, Rhodia Consumer Specialties Limited, a corporation organized under the laws of The United Kingdom (“Rhodia Consumer Specialties” and, together with Rhodia Overseas Ltd, the “Share Sellers”, and, each individually, a “Share Seller”), Rhodia, S.A. (“Parent”) and Phosphates Acquisition, Inc., a corporation organized under the laws of Delaware (the “Purchaser”).
INNOPHOS INVESTMENTS HOLDINGS, INC. Floating Rate Senior Notes due 2015 Purchase Agreement February 7, 2005 BEAR, STEARNS & CO. INC.Purchase Agreement • November 23rd, 2005 • Innophos, Inc. • New York
Innophos Investments Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Bear, Stearns & Co. Inc. (the “Initial Purchaser”) $120,000,000 in aggregate principal amount of Floating Rate Senior Notes due 2015 (the “Initial Notes”), subject to the terms and conditions set forth herein. The Notes (as defined) will be issued pursuant to an indenture (the “Indenture”), to be dated the Closing Date (as defined), between the Company and Wachovia Bank, National Association, as trustee (the “Trustee”).
AGREEMENT BETWEEN INNOPHOS INC. WATERWAY PLANT CHICAGO, ILLINOIS And HEALTH CARE, PROFESSIONAL, TECHNICAL, OFFICE, WAREHOUSE, AND MAIL ORDER EMPLOYEES UNION LOCAL NO. 743 AFFILIATED WITH THE INTERNATIONAL BROTHERHOOD OF TEAMSTERS For the Period ofAgreement • November 23rd, 2005 • Innophos, Inc.
INNOPHOS, INC. THE GUARANTOR LISTED ON SCHEDULE I HERETO Purchase Agreement August 3, 2004 BEAR, STEARNS & CO. INC. UBS SECURITIES LLCPurchase Agreement • November 23rd, 2005 • Innophos, Inc. • New York
The Initial Notes are being issued and sold in connection with the acquisition by the Company of certain assets of Rhodia, Inc., Rhodia Canada Inc., and Rhodia de Mexico S.A. de C.V. and the outstanding capital stock of certain of Rhodia, S.A.’s Mexican subsidiaries (the “Acquisition”), pursuant to a purchase agreement dated as of June 10, 2004, and as may be amended in accordance with Section 14(s) hereof after the date hereof (the “Acquisition Agreement”), among Rhodia Inc., Rhodia Canada Inc., Rhodia de Mexico S.A. de C.V., Rhodia Overseas Ltd., Rhodia Consumer Specialties Limited, Rhodia, S.A. and Phosphates Acquisition, Inc. Upon the consummation of the Acquisition, all of the Company’s outstanding capital stock will be owned by Innophos Holdings, Inc. (“Holdings”). In order to pay for the Acquisition and the related fees and expenses, the Company expects (i) to enter into a new senior credit facility (the “New Senior Credit Facility”) pursuant to a credit agreement among the Comp
LIMITED LIABILITY COMPANY AGREEMENT OF INNOPHOS MEXICO HOLDINGS, LLCLimited Liability Company Agreement • November 23rd, 2005 • Innophos, Inc. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Innophos Mexico Holdings, LLC is entered into by Innophos, Inc., as sole member (the “Member”).
LOAN AND SECURITY AGREEMENT by and among INNOPHOS, INC., INNOPHOS CANADA, INC. as Borrowers and THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY HERETO WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative and Collateral Agent and WACHOVIA CAPITAL...Loan and Security Agreement • May 27th, 2009 • Innophos, Inc. • Wholesale-chemicals & allied products
AMENDED AND RESTATED ACID PURCHASE AGREEMENT AMONG RHODIA, INC., PCS SALES (USA), INC. AND PCS NITROGEN FERTILIZER L.P.Acid Purchase Agreement • November 23rd, 2005 • Innophos, Inc. • New York
Measurement of P2O5 sold and purchased shall be actual tank car shipping weights as determined by PCSN’s certified rail scales, less tank car heels. P2O5 content of outgoing shipments shall be determined by mutually acceptable analysis.
EXHIBIT A to LOAN AND SECURITY AGREEMENT ASSIGNMENT AND ACCEPTANCE AGREEMENTLoan and Security Agreement • May 7th, 2010 • Innophos, Inc. • Wholesale-chemicals & allied products
TRANSITION SERVICES AGREEMENT (CRANBURY)Transition Services Agreement • November 23rd, 2005 • Innophos, Inc. • New York
TRANSITION SERVICES AGREEMENT, dated as of August 13, 2004 (this “Agreement”), between Rhodia Inc., a Delaware corporation (“Rhodia U.S.”), and Innophos, Inc. (f/k/a Phosphates Acquisition, Inc.), a Delaware corporation (the “Purchaser”).
