Common use of Credit Agreement; Guarantee and Collateral Agreement Clause in Contracts

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative Agent. In the event that any one or more Persons have not executed and delivered an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s consent and its execution and delivery of an Addendum).

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, Agreement or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) that is a Subsidiary of the Borrower, if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1A have not executed and delivered an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s consent and its execution and delivery of an Addendum). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agent, Holdings, the Borrower and each Person listed that is a Lender on Schedule 1.1Athe Closing Date, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, (iii) Intellectual Property Security Agreements executed by the Borrower and any applicable Guarantor and (iv) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have not executed and delivered an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the “Non-Executing Persons Persons” (subject to each such Designated Lender’s consent and its execution and delivery of an Addendum).

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Guarantor, Restricted Subsidiary and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, orexecuted and delivered by the Agents, in Holdings and the case of the LendersBorrower, (ii) an Addendum, executed and delivered by each Agent, the Borrower and each Person Lender listed on Schedule 1.1A1.1, (iiiii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Guarantor, Subsidiary Guarantor and (iiiiv) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have an Addendum has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1 on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1 (the "Non-Executing Persons Persons") which have not so executed and delivered an Addendum (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1 shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1A have not executed and delivered an Addendum this Agreement on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Syndication Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Syndication Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the “Non-Executing Persons Persons”) which have not so executed and delivered this Agreement (subject to each such Designated Lender’s consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, orexecuted and delivered by the Agents, in Holdings and the case of the LendersBorrowers, (ii) an Addendum, executed and delivered by each Agent, the Borrower and each Person Lender listed on Schedule 1.1A1.1, (iiiii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower Borrowers and each Guarantor, Subsidiary Guarantor and (iiiiv) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have an Addendum has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1 on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower Borrowers and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1 (the "Non-Executing Persons Persons") which have not so executed and delivered an Addendum (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1 shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, Agreement or, in the case of the LendersLenders (but not the Agents), an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower Borrower, each Guarantor and each Guarantor, the Collateral Agent and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1A have not executed and delivered this Agreement or an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “"Non-Executing Person”"), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Syndication Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Syndication Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A, (ii) each Note requested by a Lender, the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement Loan Party, and (iv) in the Mexican Stock Pledge circumstances referred to in Section 5.1(c)(ii), the Escrow Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana the Borrower and the Administrative Agent. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”"DESIGNATED LENDERS") to assume, in the aggregate, all of the Commitments that would have been held by the NonPersons listed on Schedule 1.1A (the "NON-Executing Persons EXECUTING PERSONS") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The ----------------------------------------------------- Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower Borrowers and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower Borrowers and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Initial Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower Borrowers and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, Agreement or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A1.1(a), (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1(a) have not executed and delivered an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “"Non-Executing Person”"), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1(a) shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agentthe Agents, Holdings, the Borrower and each Person listed on Schedule 1.1A1.1, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower Borrower, each Subsidiary Guarantor and each Guarantor, any Specified Non-Wholly Owned Subsidiary and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1 on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1 (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1 shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A1.1, (ii) each Note requested by a Lender, the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1 on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “Designated Lenders”) to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1 (the “Non-Executing Persons Persons”) which have not so executed and delivered this Agreement (subject to each such Designated Lender’s consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1 shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Syndication ---------------------------------------------------- Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, (iii) the Subordination Agreement, executed and delivered by the Administrative Agent, AWA and Holdings and (iv) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1A have not executed and delivered an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “"Non-Executing Person”"), the -------------------- condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Syndication Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of ------------------ the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent Agents shall have received (i) this Agreement, orexecuted and delivered by the Agents, in Holdings and the case of the LendersBorrower, (ii) an Addendum, executed and delivered by each Agent, the Borrower and each Person Lender listed on Schedule 1.1A1.1, (iiiii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Guarantor, Subsidiary Guarantor and (iiiiv) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have an Addendum has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1 on the date scheduled to be the Stage One Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent Agents shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1 (the "Non-Executing Persons Persons") which have not so executed and delivered an Addendum (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1 shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The ---------------------------------------------------- Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Non-Persons listed on Schedule 1.1A (the "Non- Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Guarantor and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) which is a Subsidiary of the Borrower, if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1A have not executed and delivered an Addendum this Agreement on the date scheduled to be the Closing Date (each such Person being referred to herein as a “"Non-Executing Person”"), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, or, in the case of the Lenders, an Addendum, executed and delivered by each the Administrative Agent, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Subsidiary Guarantor and (iii) an Acknowledgment and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons have this Agreement has not been duly executed and delivered an Addendum by each Person listed on Schedule 1.1A on the date scheduled to be the Closing Date (each such Person being referred to herein as a “Non-Executing Person”)Date, the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Persons listed on Schedule 1.1A (the "Non-Executing Persons Persons") which have not so executed and delivered this Agreement (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendumthis Agreement). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.

Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent shall have received (i) this Agreement, Agreement or, in the case of the Lenders, an Addendum, executed and delivered by the Administrative Agent, each AgentHexalon Entity, the Borrower and each Person listed on Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Guarantor, Guarantor and (iii) an Acknowledgment Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein) ), if any, that is not a party to the Guarantee and Collateral Agreement and (iv) the Mexican Stock Pledge Agreement, executed and delivered by Innophos Mexico Holdings, LLC, Innophos Mexicana and the Administrative AgentLoan Party. In the event that any one or more Persons listed on Schedule 1.1A have not executed and delivered an Addendum on the date scheduled to be the Closing Date (each such Person being referred to herein as a “"Non-Executing Person”"), the condition referred to in clause (i) above shall nevertheless be deemed satisfied if on such date the Borrower and the Administrative Agent shall have designated one or more Persons (the “"Designated Lenders”") to assume, in the aggregate, all of the Commitments that would have been held by the Non-Executing Persons (subject to each such Designated Lender’s 's consent and its execution and delivery of an Addendum). Schedule 1.1A shall automatically be deemed to be amended to reflect the respective Commitments of the Designated Lenders and the omission of the Non-Executing Persons as Lenders hereunder.