INNOPHOS, INC. AND THE GUARANTOR PARTY HERETO 8.875% SENIOR SUBORDINATED NOTES DUE 2014Indenture • November 23rd, 2005 • Innophos Investment Holdings, 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 Investment Holdings, 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 Investment Holdings, 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 Investment Holdings, 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”).
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • November 23rd, 2005 • Innophos Investment Holdings, 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.
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 Investment Holdings, 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
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 Investment Holdings, 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 SALEPurchase and Sale Agreement • November 23rd, 2005 • Innophos Investment Holdings, 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 Investment Holdings, Inc.
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”).
SUPPLY AGREEMENTSupply Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
THIS SUPPLY AGREEMENT, dated as of June 18, 1998, by and between COLGATE PALMOLIVE COMPANY, a Delaware, U.S. corporation (“Colgate”) and Inmobiliaria Hills, S.A. de C.V., a Mexican corporation (“IH”), and RHONE-POULENC de Mexico, S.A. de C.V., a Mexican corporation (“RP”).
GUARANTEE AND COLLATERAL AGREEMENT made by INNOPHOS HOLDINGS, INC., INNOPHOS, INC. and certain of its Subsidiaries in favor of BEAR STEARNS CORPORATE LENDING INC., as Administrative Agent Dated as of August 13, 2004Guarantee and Collateral Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 13, 2004, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Bear Stearns Corporate Lending Inc., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks, financial institutions and other entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of August 13, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Innophos, Inc., a Delaware corporation (the “Borrower”), the several banks, financial institutions and other entities from time to time parties to the Credit Agreement (the “Lenders”), Bear, Stearns & Co. Inc. and UBS Securities LLC, as joint lead arrangers and joint bookrunners (in such capacity, the “Arrangers”), Bear Stearns Corporate Lending Inc. and UBS Securities LLC, as co-syndication agents (in such capacity, the “
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 ofCollective Bargaining Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc.
AMENDED AND RESTATED PURIFIED WET PHOSPHORIC ACID SUPPLY AGREEMENTPurified Wet Phosphoric Acid Supply Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • Virginia
This Agreement made this 23rd day of March, 2000, by and between Rhodia Inc., a Delaware corporation (“Rhodia”), and PCS Purified Phosphates, a Virginia general partnership formerly known as Albright & Wilson Company (“Partnership”).
PURCHASING AGREEMENTPurchasing Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc.
INNOPHOS, INC. (“BUYER”) hereby agrees to purchase from MISSISSIPPI LIME COMPANY (“SELLER”), and SELLER hereby agrees to sell to said BUYER the following products for shipment to the destinations designated hereunder:
EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 13, 2004, by and between Innophos, Inc., a Delaware corporation (the “Company”), and Randolph Gress (“Executive”).
Office Chérifien des Phosphates GROUPE OFFICE CHERIFIEN DES PHOSPHATES AGREEMENT BETWEEN OCP AND TI DATED SEPTEMBER 10TH, 1992Agreement Between Ocp and Ti • November 23rd, 2005 • Innophos Investment Holdings, Inc.
INTERIM AGREEMENT BETWEEN RHODIA INC. NASHVILLE PLANT NASHVILLE, TENNESSEE AND LOCAL UNION NO. 912 INTERNATIONAL UNION OF OPERATING ENGINEERS AFL-CIOInterim Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc.
It is hereby agreed by and between Rhodia Inc., for its Nashville, Tennessee plant, and its Local Union No. 912 of the International Union of Operating Engineers, AFL-CIO, that this Agreement shall become and is effective at 3:00 p.m. on April 20, 2004.
COLLECTIVE LABOR CONTRACTCollective Labor Contract • November 23rd, 2005 • Innophos Investment Holdings, Inc. • Veracruz
COLLECTIVE LABOR CONTRACT FOR THE COMPETITIVENESS AND PROFITABILITY OF THE PRODUCTIVE FACTORS, ENTERED INTO BY THE WORKERS UNION FOR THE CHEMICAL, PETROCHEMICAL, CARBON CHEMICAL, SIMILAR AND RELATED INDUSTRIES OF THE MEXICAN REPUBLIC, WITH DOMICILE IN INSURGENTES SUR AVE. NUMBER 756, COLONIA DEL VALLE, ZIP CODE 03100, MEXICO CITY, AND INHOPOS FOFATADOS DE MÉXICO, S. DE R. L. DE C.V. WITH DOMICILE IN COMPLEJO INDUSTRIAL PAJARITOS COATZACOALCOS. VERACRUZ, ZIP CODE 96830.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 13, 2004 by and among (i) Innophos Holdings, Inc., a Delaware corporation (the “Company”), (ii) each of the Persons listed on Schedule I attached hereto (collectively, the “Bain Group”) and (iii) each other Person listed on the signature pages hereto (each such other Person listed on the signature pages hereto, the Bain Group and each other Person who from time to time becomes a party hereto by executing and delivering a joinder in the form attached hereto as Exhibit A are collectively referred to herein as the “Stockholders” and each as a “Stockholder”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 9 hereof.
FIRST AMENDMENT Dated as of February 2, 2005Credit Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
This FIRST AMENDMENT (this “Amendment”) is entered into among INNOPHOS, INC., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement referred to below (the “Lenders”) and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity the “Administrative Agent”).
ADVISORY AGREEMENTAdvisory Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of August 13, 2004 by and between Innophos, Inc., a Delaware corporation (the “Company”), Innophos Holdings, Inc. a Delaware corporation and the sole stockholder of the Company (“Holdings”), and Bain Capital, LLC, a Delaware limited liability company (“Bain”).
STOCKHOLDERS AGREEMENTStockholders Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of August 13, 2004 by and among (i) Innophos Holdings, Inc., a Delaware corporation (the “Company”), (ii) each of the Persons listed on Schedule I attached hereto (collectively, the “Bain Group”) and (iii) each of the other Persons listed on the signature pages attached hereto (each such other Person listed on the signature pages attached hereto, the Bain Group and each other Person who from time to time becomes a party hereto by executing and delivering a joinder substantially in the form attached hereto as Exhibit A are collectively referred to herein as the “Stockholders” and each as a “Stockholder”).
COLLECTIVE AGREEMENT MADE EFFECTIVE THIS FIRST DAY OF MAY, 2003 AT PORT MAITLAND, ONTARIO BETWEEN RHODIA CANADA INC. PORT MAITLAND PLANT (herein after called “The Company”) OF THE FIRST PART AND THE UNITED STEELWORKERS OF AMERICA (herein after called...Collective Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc.
OPERATIONS AGREEMENTOperations Agreement • November 23rd, 2005 • Innophos Investment Holdings, Inc. • New York
THIS OPERATIONS AGREEMENT, made as of the 18th day of June, 1998 by and between MISSION HILLS, S.A. de C.V. , a Mexican corporation (“MH”) and Inmobiliaria Hills, S.A. de C.V., a Mexican corporation (“IH”) and RHONE-POULENC de MEXICO, S.A. de C.V., a Mexican corporation (“RP”).
