0001193125-07-061161 Sample Contracts

TERMINATION OF ADVISORY AGREEMENT
Termination of Advisory Agreement • March 22nd, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products

This TERMINATION OF ADVISORY AGREEMENT (this “Termination”) is made as of November 7, 2006 by and among Innophos Holdings, Inc., a Delaware corporation (“Holdings”), Innophos, Inc., a Delaware corporation (the “Company”) and Bain Capital LLC (“Bain”). The Company, Holdings and Bain are collectively referred to herein as the “Parties.” Except as otherwise indicated herein, capitalized terms used herein have the respective meanings given such terms in the Advisory Agreement.

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SECOND AMENDMENT Dated as of October 27, 2006
Credit Agreement • March 22nd, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products • New York

This SECOND AMENDMENT (this “Amendment”) is entered into between INNOPHOS, INC., a Delaware corporation (the “Borrower”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”).

AMENDMENT TO THE STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 22nd, 2007 • Innophos Holdings, Inc. • Wholesale-chemicals & allied products

THIS AMENDMENT dated as of November 1, 2006 (the “Amendment”) to the Stockholders Agreement dated as of August 13, 2004 (the “Stockholders Agreement”) by and among Innophos Holdings, Inc., a Delaware corporation (the “Company”) and the other parties signatory thereto (the “Stockholders”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Stockholders Agreement.

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