EMPLOYMENT AGREEMENT by and between ROBERT E. JONES and PHOSPHATE HOLDINGS, INC. and MISSISSIPPI PHOSPHATES CORPORATIONEmployment Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Mississippi
The Compensation described above shall be paid in one lump sum payment and (unless provided otherwise herein), it must be paid no later than the fifteenth day of the third calendar month following the date of termination of the Executive’s employment. All of the Employee Benefits payable, other than health coverage, must be paid or reimbursed no later than December 31, of the second year following the year of termination of the Executive’s employment. Nothing in this subsection 7(b)(ii) or elsewhere in this Section 7, shall not be construed or deemed to supersede any Employee Benefits or to reduce or limit Employee Benefits otherwise payable to Executive upon termination, provided that no duplication of any Employee Benefits shall occur as a result hereof.
CHANGE IN CONTROL AGREEMENT BETWEEN PHOSPHATE HOLDINGS, INC. AND STEPHEN F. WEHMANNChange in Control Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Mississippi
THIS AGREEMENT, is by and between PHOSPHATE HOLDINGS, INC., a Delaware corporation (the “Corporation”), and STEPHEN F. WEHMANN (the “Executive”) and is effective on the date established pursuant to Section 15 of this Agreement (the “Effective Date”).
RIGHTS AGREEMENT between PHOSPHATE HOLDINGS, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of December 5, 2007Rights Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Delaware
RIGHTS AGREEMENT, dated as of December 5, 2007 (the “Agreement”), by and between Phosphate Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
DAP SALES CONTRACT between MISSISSIPPI PHOSPHATES CORPORATION and TRANSAMMONIA, INC. Dated: December 5, 2006Dap Sales Contract • October 14th, 2008 • Phosphate Holdings, Inc. • New York
CONTRACT (this “Contract”) made this 5th day of December, 2006 between Mississippi Phosphates Corporation, a Mississippi Corporation with offices at 100 Webster Circle, Suite 4, Madison, MS 39110 (“Seller or “MPC”) and Transammonia, Inc., a Delaware corporation, with offices at 4211 W. Boy Scout Boulevard, Suite 600, Tampa, Florida 33607-5757 (“TA”).
FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 14th, 2008 • Phosphate Holdings, Inc.
THIS FOURTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of December 20, 2007 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PHOSPHATE HOLDINGS, INC., a Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation (collectively, the “Borrowers”), the lenders identified on the signature pages thereto (the “Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
PHOSPHATE HOLDINGS, INC. STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Mississippi
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (the “Agreement”) is made as of [date] between Phosphate Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (the “Participant”) pursuant to the terms and conditions of the Phosphate Holdings, Inc. 2008 Stock Option and Stock Appreciation Right Plan (the “Plan”). A copy of the Plan is being furnished to the Participant concurrently with the execution of this Agreement which shall be deemed a part of this Agreement as if fully set forth herein. By the execution of this Agreement, the Participant acknowledges receipt of a copy of the Plan. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.
AMENDMENT NO 2 TO THE AGREEMENT DATED AS OF JANUARY 1, 2006 BETWEEN OFFICE CHERIFIEN DES PHOSPHATES, (OCP) AND MISSISSIPPI PHOSPHATES CORPORATION (MPC)2 of Agreement • October 14th, 2008 • Phosphate Holdings, Inc.
WHEREAS, OCP and MPC are parties to that certain Agreement with an effective date of January 1st, 2005, for the sale and purchase of all of MPC’s requirements of phosphate rock at its Pascagoula Plant (“Agreement”); and
AGREEMENT DATED AS OF JANUARY 1st, 2005 BETWEEN OFFICE CHÉRIFIEN DES PHOSPHATES, a state owned entity of the Kingdom of Morocco (as the Seller) and MISSISSIPPI PHOSPHATES CORPORATION a Delaware corporation (as the Buyer)Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • New York
WHEREAS, pursuant to the terms of this Agreement, MPC desires to purchase from OCP, and OCP desires to sell to MPC, all of MPC’s requirements of phosphate rock at its phosphate fertilizer manufacturing facility located at Pascagoula, Mississippi (the “Pascagoula Plant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of this day of , 20 , by and between Phosphate Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ADDENDUM NO. 2 TO CHARTER PARTY DATED JUNE 24, 1999 BETWEEN A/S KLAVENESS CHARTERING AND MISSISSIPPI PHOSPATES CORPORATIONPhosphate Holdings, Inc. • October 14th, 2008
It is hereby mutually agreed and understood that the duration of the contract dated June 24, 1999, including Addendum No. 1 dated February 23, 2005, has been extended until December 31, 2008, and that the remaining quantity of about 688.000 MT of phosphate rock shall be shipped fairly evenly spread in lots of 52/54.000 MT between January 1 and December 31, 2008. It is further agreed and understood that during calendar 2008, subject quantity shall be shipped in alternation with shipments under the new CoA between Baumarine AS and Mississippi Phosphates Corporation dated August 30, 2007.
ANHYDROUS AMMONIA SALES CONTRACTSales Contract • October 14th, 2008 • Phosphate Holdings, Inc. • New York
This Contract is entered effective 1st day of January, 2007, by and between Mississippi Phosphates Corporation, a Delaware, USA, corporation with offices at 601 Industrial Road, Pascagoula, Mississippi 39567, hereinafter referred to as “Buyer”, and Transammonia, Inc., a Delaware, USA, corporation with offices at 4211 West Boy Scout Blvd, Suite 600, Tampa, Florida 33607-5757, hereinafter referred to as “Seller”.
ICEC PURCHASE CONTRACT NO. P50899Phosphate Holdings, Inc. • October 14th, 2008 • Delaware
On this 1st day of August, 2006 Seller has agreed to sell to Buyer [***], and Buyer has agreed to buy from Seller [***], Buyer agrees to use its best efforts [***] Seller’s Commodity [***]. Additionally, Buyer agrees not to [***], which will not be unreasonably withheld.
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 14th, 2008 • Phosphate Holdings, Inc.
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of August 23, 2006 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PHOSPHATE HOLDINGS, INC., a Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation (collectively, the “Borrowers”), the lenders identified on the signature pages thereto (the “Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 14th, 2008 • Phosphate Holdings, Inc.
THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of February 27, 2006 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PHOSPHATE HOLDINGS, INC., a Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation (collectively, the “Borrowers”), the lenders identified on the signature pages thereto (the “Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 14th, 2008 • Phosphate Holdings, Inc.
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of May 5, 2008 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PHOSPHATE HOLDINGS, INC., a Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation (collectively, the “Borrowers”), the lenders identified on the signature pages thereto (the “Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
AMENDMENT NO 1 TO THE AGREEMENT DATED AS OF JANUARY 1, 2005 BETWEEN OFFICE CHERIFIEN DES PHOSPHATES, (OCP) AND MISSISSIPPI PHOSPATES CORPORATION (MPC)The Agreement • October 14th, 2008 • Phosphate Holdings, Inc.
WHEREAS, OCP and MPC are parties to that certain Agreement with an effective date of January 1st, 2005, for the sale and purchase of all of MPC’s requirements of phosphate rock at its Pascagoula Plant (“Agreement”).
SECOND AMENDED, RESTATED AND SUBSTITUTED REVOLVING CREDIT NOTEPhosphate Holdings, Inc. • October 14th, 2008 • North Carolina
This Second Amended, Restated and Substituted Revolving Credit Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of March 24, 2005, as amended (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among the undersigned, as Borrowers, the various financial institutions named therein or which hereafter become a party thereto (each individually a “Lender” and collectively, “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC”), as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Credit Agreement.
EMPLOYMENT AGREEMENT by and between TIMOTHY R. CANTRELL and PHOSPHATE HOLDINGS, INC. and MISSISSIPPI PHOSPHATES CORPORATIONEmployment Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • Mississippi
THIS EMPLOYMENT AGREEMENT is entered into on June 30, 2008 and is effective as of the 5th day of May, 2008 (“Effective Date”), by and between PHOSPHATE HOLDINGS, INC., a Delaware corporation (“PHI”), MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation and wholly owned subsidiary of PHI (“MPC”), and TIMOTHY R. CANTRELL (“Executive”). PHI and MPC may be referred to collectively as “Employer.”
THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • North Carolina
THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of March 23, 2007 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PHOSPHATE HOLDINGS, INC., a Delaware corporation, and MISSISSIPPI PHOSPHATES CORPORATION, a Delaware corporation (collectively, the “Borrowers”), the lenders identified on the signature pages thereto (the “Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.
TERM NOTETerm Note • October 14th, 2008 • Phosphate Holdings, Inc.
This Term Note is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of March 24, 2005, as amended (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) by and among the undersigned, as Borrowers, the various financial institutions named therein or which hereafter become a party thereto (each individually a “Lender” and collectively, “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC”), as agent for Lenders (in such capacity, “Agent”). Capitalized terms not otherwise defined herein shall have the meanings provided in the Credit Agreement.
REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH PHOSPHATE HOLDINGS, INC. AND MISSISSIPPI PHOSPHATES CORPORATION (BORROWERS) MARCH 24, 2005Security Agreement • October 14th, 2008 • Phosphate Holdings, Inc. • North Carolina
Revolving Credit and Security Agreement dated as of March 24, 2005 among PHOSPHATE HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the other Persons identified on the signature pages hereto as a Borrower and any other Person which may become a Borrower hereunder pursuant to Section 7.12 (together with the Company, the “Borrowers” and each individually a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).
