definiens: ; all capitalized t erms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement ), pursuant to which the Sellers agreed to sell to the Purchase r and the Purchaser agreed to purchase from the Sel lers, the Transferred Assets relating to the U.S. Business, t he Canadian Business and the Mission Hills Business and the Transferred Shares with respect to the Coatza Busin ess of the Sellers, all as more particularly set fo rth in the Purchase Agreement ; WHEREAS, [COMPANY] U.S., PCS Sales ( USA ), Inc., a corp oration organized under the laws of the State of Delaware ( ), and PCS Nitrogen Fertilizer, L.P., a Delaware limited partnership ( ) have ente red into an Amended and Restated Acid Purchase Agreemen t, dated as of March 23, 2000 ( as in effect on the date hereof ) ( the ), pursuant to which PCS agreed to sell to [COMPANY] U.S. and [COMPANY] U.S. agre ed to purchase from PCS certain quantities of P 2O5 and [COMPANY] U.S. agreed to sell to PCS and PCS agre ed to purchase from [COMPANY] U.S. a portion of the sulphuric acid re quired to produce phosphoric acid at the phosphoric acid production facility of PCSN located at Geismar, Lou isiana ( the ) ; WHEREAS, the PCS Agreement was assigned to the Purc haser as part of the Transferred Assets and the Purchase Agreement contemplates that [COMPANY] U.S. an d the Purchaser shall enter into a supply agreement relating to the supply of sulphuric acid by [COMPANY] U.S. to the Purchaser for resupply by the Purchaser in accordance with the obligations of the Purchaser un der Section 7 of the PCS Agreement ; and WHEREAS, [COMPANY] U.S. is willing to supply such sulp huric acid to the Purchaser on the terms and conditions set forth herein