Agreement, dated as of September 10, 1992



 Exhibit 10.12 
 CONFIDENTIAL TREATMENT REQUESTED UNDER 
 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. 
  
 **** INDICATES OMITTED MATERIAL THAT IS THE 
 SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST 
 FILED SEPARATELY WITH THE
COMMISSION. 
  
 THE OMITTED MATERIAL HAS BEEN FILED 
 SEPARATELY WITH THE COMMISSION. 
  
  
  

			
	 


           Office Chérifien des Phosphates
	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES
  
 AGREEMENT
 BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH,
1992


  
 AGREEMENT

  
 This Agreement, made and entered into as of its effective date by and,

  
 between: 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 Angle Route d’El Jadida et 
 Boulevard de la Grande Ceinture  
 CASABLANCA (Morocco) 
  
 on the one part, 
  
 and : 
  
 TROY INDUSTRIAS S.A. DE C.V. ( TI ) 
 Complejo Industrial Pajaritos 
 Pajaritos, Veracruz  
 VERACRUZ
(Mexico) 
  
 on the other part, 
  
 W I T N E S S E T H 
  
 WHEREAS, TI contemplates the resumption of the production of phosphatic
fertilizers at TI’s manufacturing facility located at Pajaritos, Veracruz – Mexico (the “Pajaritos Plant”); and 
  
 WHEREAS, TI desires to purchase from OCP and OCP, desires to sell a minimum of (*****)% of TI phosphate rock consumption estimated at (*****) tons per
year, at the Pajaritos Plant (*****). 
  
 

 
  

 1. 









					
	 


 Office Chérifien des Phosphates
	 	 	  	 


  
 AGREEMENT

BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 NOW, THEREFORE, in
consideration of these premises and the mutual promises set forth herein, OCP and TI hereby agree as follows: 
  
 ARTICLE I 
  
 The “Effective Date” of this Agreement shall be September 10th, 1992 (“Effective Date”). The term of this Agreement shall commence on the Effective Date and shall continue until September 9th, 2002. 
  
 Six months before the end of the fifth Contract Year, parties agree to verify
the viability of this Agreement. 
  
 For purposes of this
Agreement, “Contract Year” shall mean the period commencing on the Effective Date and ending on the next following September 9th, and all succeeding one (1) year periods during the term hereof that begin on September 10th and end on the
next September 9th. 
  
 ARTICLE II 
  
 OCP hereby agrees to sell and deliver to TI, and TI hereby agrees to purchase
and accept from OCP, (*****) phosphate rock for TI’s use at the Pajaritos Plant. 
  
 The phosphate rock to be sold and delivered to TI shall be (*****). 
  

 2. 









					
	 


 Office Chérifien des Phosphates
	 	 	  	 


  
 AGREEMENT

BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 ARTICLE III

  
 Within sixty (60) days after the Effective Date of this
Agreement and within thirty (30) days following the end of each subsequent Contract Year, the parties will execute a Sale Contract Addendum which shall contain the following: 
  
 a. The Price for the Contract Year, determined in accordance with Article IV hereof; 
  
 b. The billing and payment terms (if different from those set forth in
Article VI hereof or in the General Conditions Governing (*****)) applicable for the Contract Year; 
  
 c. In the event of any change in the grade and quality specifications of the phosphate rock to be sold during the Contract Year and any price adjustment
associated with any change in the grade or quality of phosphate rock supplied; and 
  
 d. The estimated requirements of phosphate rock for the Contract Year. 
  
 The terms and conditions of this transaction which are not contained in this Agreement or in any Sale Contract Addendum for any Contract
Year are incorporated into the following appendices which are an integral part of this Agreement. 
  

	 	Appendix  	1 –  Standard specifications (Chemical and Screen Analysis of Phosphate Rock) 

  

	 	Appendix  	2 –  General Conditions Governing (*****). 

  
 In the event of any conflict between this Agreement and/or any Sale Contract Addendum and the General Conditions Governing **** (Appendix 2), this
Agreement and/or the Sale Contract Addendum shall control. 
  

 3. 









					
	 


 Office Chérifien des Phosphates
	 	 	  	 


  
 AGREEMENT

BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992

	 	  

  
 ARTICLE IV

  
 For each Contract Year, the price (expressed in U.S.
Dollars) per metric ton of phosphate rock (*****). 
  
 (*****).

  
 ARTICLE V 
  
 This Agreement shall not be assignable by TI without the prior written
consent of OCP. 
  
 ARTICLE VI 
  
 If TI during the term of this Agreement voluntarily petitions for relief
under, or otherwise seeks the benefit of, any bankruptcy, reorganization, or insolvency law, at any time thereafter, OCP may, at its option, cancel this Agreement without indemnity. 
  
 ARTICLE VII 
  
 This Agreement and all ancillary documents being based on good faith, the parties concerned expressly declare their willingness to amicably resolve any
disputes which may arise between them from the interpretation or implementation hereof. 
  

 4. 









					
	 


 Office Chérifien des Phosphates
	 	 	  	 


  
 AGREEMENT

BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH,
1992

	 	  

  
 Any dispute which
cannot be amicably resolved arising from this Agreement, any Sale Contract Addendum or the General Conditions Governing (*****) shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by
three arbitrators appointed in accordance with the said rules. The Arbitration Tribunal shall sit in Paris, France. This Agreement, any Sale Contract Addendum and the General Conditions Governing (*****) shall be governed by French law. The
foregoing shall supersede the first paragraph of Article 12, Arbitration, of the General Conditions Governing (*****). 
  
 IN WITNESS WHEREOF, the parties have caused this agreement to be executed in duplicate originals as of the 10th day of September 1992. 
  

									
	TROY INDUSTRIAS S. A. DE C.V	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES
					
	 by:
	 	 /s/ Alberto Sanchez Palazuelos
	 	 	 	 by:
	 	 /s/ Mohamed Fettah

	 	 	 ALBERTO SANCHEZ PALAZUELOS
	 	 	 	 	 	 MOHAMED FETTAH

	 	 	 Executive President
	 	 	 	 	 	 General Manager


  

 5. 









					
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  

  
 APPENDIX 1

  
 (*****) 
  
 STANDARD SPECIFICATIONS 
  
 CHEMICAL ANALYSIS 
  

				
	 ELEMENTS

	  	PROMINENT (%)

	 
	 P2O5
	  	(	*****)
	 BPL
	  	(	*****)
	 CO2
	  	(	*****)
	 SO3
	  	(	*****)
	 SiO2
	  	(	*****)
	 CaO
	  	(	*****)
	 MgO
	  	(	*****)
	 Fe2O3
	  	(	*****)
	 Al2O3
	  	(	*****)
	 Na2O
	  	(	*****)
	 K2O
	  	(	*****)
	 F
	  	(	*****)
	 CI
	  	(	*****)
	 C.ORG.
	  	(	*****)
	 Average Moisture
	  	(	*****)

  
 Above specifications are given on
indication basis. 
  
 

 
  










					
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  

  
 APPENDIX 1

  
 (*****) 
  
 STANDARD SPECIFICATIONS 
  
 SCREEN ANALYSIS 
 (Compound oversize) 
  

				
	 SIZING IN MICRONS

	  	PROMINENT (%)

	 
	           > 2.000
	  	(	*****)
	 2.000 - 1.000
	  	(	*****)
	 1.000 - 800
	  	(	*****)
	    800 - 630
	  	(	*****)
	    630 - 500
	  	(	*****)
	    500 - 400
	  	(	*****)
	    400 - 315
	  	(	*****)
	    315 - 200
	  	(	*****)
	    200 - 160
	  	(	*****)
	    160 - 100
	  	(	*****)
	    100 - 80
	  	(	*****)
	      80 - 63
	  	(	*****)
	      63 - 50
	  	(	*****)
	      50 - 40
	  	(	*****)
	           < 40
	  	(	*****)

  
 Above specifications are given on
indication basis. 
  
 

 
  

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 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  

  
 APPENDIX 2

  
 GENERAL CONDITIONS GOVERNING 
  
 (*****) 
  
 

 










					
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  

  
 PHOSPHATE ROCK

 GENERAL CONDITIONS GOVERNING (*****) 
  
 1. ORIGIN OF PRODUCT 
  
 Phosphate rock supplied by the Seller shall be natural phosphate of lime of Moroccan origin. 
  
 2. DELIVERIES - CHARTERING 
  
 A/ – Deliveries shall be made in bulk on board vessels chartered by the Buyer and shall be spread as evenly as possible over all the duration of the
sale contract. 
  
 Phosphate rock of other origins shall not be
loaded on vessels thus chartered without prior authorization of the Seller. 
  
 B/ – Prior to the chartering of each vessel, the Buyer shall secure the agreement of the Seller on the specifications of the vessel as well as on the quality and quantity of phosphate rock to be loaded and on
laydays. 
  
 The seller shall then indicate the amount of the
deposit for disbursments at the loading port to be made by the Shipowner. 
  
 If the product to be loaded is available in two ports, it shall be the option of the Seller to load in either of these ports. Such option shall however be announced by the Seller at the latest when he receives the
seventy two (72) hours notice provided for in the “Chartering Conditions on Shipment” annexed hereto. 
  
 With the seller’s agreement, other lots of the same grade to be shipped to other Receivers may be loaded on board the vessel chartered by the Buyer.
In such case, if the various lots are not stowed in separate holds, they will be invoiced to each Receiver on the basis of the corresponding individual bill of lading, the Seller not being involved in the distribution of the cargo at the unloading
port. 
  
 C/ – Vessels for transportation of phosphate rock
shall be chartered under the conditions annexed hereto (Chartering Conditions on Shipment). 
  
 In case the Charter Party signed by the Buyer does not, for whatever reason, include such conditions or the ship’s Master refuses to abide by them, the Seller shall debit the Buyer with any ensuing difference.

  
 D/ – Prior to arrival of the vessel at the loading port,
the Shipowner shall credit the Seller’s account, at a bank to be indicated by the latter, with a sufficient deposit in US Dollars to cover disbursments at the loading port, including possible despatch-money. 
  
 Should such a deposit not be made in due time or its amount not be sufficient
to cover actual disbursments, the Seller shall reserve the right to refuse loading or keep the vessel until such time when necessary funds are received. 
  
 

 










					
	 


 Office Chérifien des Phosphates
	 	 	  	


	 	  	 

  

			
	 PHOSPHATE ROCK:
	 	 
	General conditions governing (*****)	 	 

  
 If however the Seller
were to allow the ship’s Master to hold over payment of whole or part of the amount of the disbursments in pursuance of Clause C of the Chartering Conditions on Shipment, the Buyer shall be advised by the Seller accordingly and shall be
responsible vis-a-vis the Seller for the settlement of all the amount remaining due increased by an interest on arrears of 1 % for each month as from the bill of lading date; a portion of a month being counted as a whole month. 
  
 E/ – As soon as the vessel has left the loading port, the Seller shall
inform the Buyer, by telex or telegraph, of the quantity loaded as well as the day and time of departure of the vessel, her estimated date of arrival at the unloading port and, should it be the case, the amount of disbursments or the part of
disbursments which has not been paid in cash. 
  
 3. WEIGHING SAMPLING

  
 A/ – The Buyer has the faculty to be present or
represented at the weighing operations which shall be made while product is being loaded on the vessel. Should this faculty not be used, the weighing- operations as performed by the Seller shall, be final and only results thereof shall be binding.

  
 B/ – For the purpose of establishing the moisture, BPL
and Feral contents of the product, samples shall be drawn during the loading operations according to the usual methods. Phosphate rock thus drawn shall be used to make up six (6) two-bottle samples which shall be sealed by the Seller. One sample
shall be sent to the Buyer by the ship’s mail or by postal mail while the others shall be kept by the Seller for a period of six (6) weeks. 
  
 The Buyer has also the faculty to be present or represented at the sampling operations as described above. Should this faculty not be used, the operations
as performed by the Seller shall be final and only samples thus drawn shall be binding. 
  
 4. ANALYSES 
  
 A/ – AS soon as
possible after each shipment, the Buyer and the Seller shall exchange, at a date to be agreed upon, the results of analyses made in their respective laboratories on the samples drawn during the loading operations displaying both moisture content of
the product as delivered and dry basis BPL concentration. 
  
 In
case the difference between the dry basis BPL contents shown by the two analyses is below or equal to one BPL unit per cent, the average of moisture contents of the product as delivered and the average of dry basis BPL contents shall be taken into
consideration as concerns the corresponding cargo for the drafting of the debit or credit note provided for in Article 7 below. 
  
 B/ – In case the difference between the dry basis BPL contents shown by the two analyses is above one BPL unit per cent, one of the samples drawn
during the loading operations shall be handed over by the Seller to the arbitration laboratory jointly appointed by the two parties. 
  
 Results of the analysis performed by such laboratory shall be accepted as final by the two parties and shall be taken into consideration for the drafting
of the debit or credit note provided for in Article 7 below. 
  
 The cost of the arbitration analysis shall be borne by the party whose own findings display the largest difference with the dry basis BPL content shown by the arbitration analysis. 
  

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	 PHOSPHATE ROCK:
	 	 
	General conditions governing *****	 	 

  
 5. PRICE 
  
 A/ – The (*****) price applies to one metric ton of dry rock (moisture
deducted) and to a dry basis BPL content equal to the grade of reference. 
  
 B/ – The price shall be readjusted according to the final results of analysis for each cargo as reached in pursuance of Article 4 above, on a Rise/Fall basis per metric ton and per unit of dry basis BPL content
above or below the grade of reference. 
  
 C/ – The Seller
shall undertake to load and spout trim phosphate rock on board the Buyer’s vessel, (excluding any special trimming and levelling, which shall be borne by the Shipowner). 
  
 The cost of this loading operation is included in the price as defined above. 
  
 D/ – With the exception of export tax, all dues, duties and taxes to be
paid under the regulations in force on goods or services or on the vessel for these goods or services when leaving the loading port, including dues, duties and taxes related to import into the receiving country, are not included in the price and
shall therefore be borne by the Buyer when they are not at the Shipowner’s expenses. 
  
 6. INVOICING AND PAYMENT 
  
 A/ – The invoice for each shipment shall be due at the date of the bill of lading. It shall be established, after loading, on the basis of the bill of lading weight minus moisture according to the percentage of reference. 

 
 B/ – The settlement of the invoice shall be made by way of
irrevocable documentary, letter of credit, confirmed by a first class international bank, to be paid at sight against the documents agreed upon, by both parties prior to shipment. This letter of credit is to be opened fifteen (15) days before the
vessel’s loading date in favour of the Seller with a bank to be indicated by the latter. It should remain valid for a period of sixty (60) days, which may be extended on the request of either party. Such letter of credit is governed by the
Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce (1983 revision, publication Nr 400). All bank charges regarding in particular the opening, amendment, modification, confirmation and negotiation
of the letter of credit shall be borne by the Buyer. 
  
 Debit
notes shall be settled in cash by telegraphic transfer. The Buyer, as soon as he issues instructions to the bank for payment, shall send to the Seller a telex specifying the amount paid, the value date and the corresponding invoices and notes.

  
 In case of delay, for whatever reason, in the settlement of
all or part of the amount due to the Seller, the amount remaining to be paid shall be increased by an interest to be calculated, in case of invoices, and notes annexed thereto, as from the fifteenth (15th) day following the bill of lading date, and,
in case of separate debit notes, as from the fifteenth (15th) day following the date borne on these. In both cases, such calculation shall be made on the basis of the London Interbank Offered Rate (Libor) at six (6) months, as it is quoted on the
date of the bill of lading, increased by a margin of three (3) per cent per year. Interests on arrears shall themselves be increased, under the same conditions as those applied to the principal sum, by interests to be calculated after each period of
six (6) months. No dues, taxes or duties to be paid in relation with the settlement of interests in the Buyer’s country shall be borne by the Seller. The payment of interests shall be made without any deduction whatsoever. 
  

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	 PHOSPHATE ROCK:
	 	 
	General conditions governing (*****)	 	 

  
 C/ – Each
delivery being considered as a separate deal, the Seller may suspend deliveries for non-settlement of an invoice or a debit note. 
  
 If the Buyer goes into liquidation or bankruptcy or if he fails, whatever the reason be, to conform to the payment conditions agreed upon, the Seller
shall reserve the right to cancel the contract with respect to the balance of deliveries. As for the quantities already delivered but still floating, the Seller may exercice his right to retain the cargo or the part of the cargo attributed to the
Buyer. 
  
 In both cases the Buyer shall remain accountable for
the possible charges and damages thereof. 
  
 7. READJUSTMENT

  
 A/ – At the end of each semester, the amount to
be invoiced for each of the shipments made during that semester, shall be readjusted according to the moisture content and to the dry basis BPL concentration shown by the corresponding analysis as reached in pursuance of Article 4 above. 

 
 Such readjustment shall be used as a basis for a debit or a credit note to
be sent by the Seller to the Buyer. 
  
 B/ – In case of
dispute over Feral content of a cargo, the Seller shall request the arbitration laboratory to perform on analysis of the element in question on one of the samples drawn during the loading operations. 
  
 Should the arbitration analysis establish that Feral content, at the
departure from the loading port, is higher than 1.5%, the final dry basis BPL content as reached for the price variation shall be diminished by two BPL points per cent for each point of Feral in excess of 1.5% and proportionately for fractions.

  
 C/ – Readjustment shall in no case be accepted as a
justification for delay in payment of invoices and debit notes related to the delivery. 
  
 8. INSURANCE 
  
 Phosphate rock shall be
considered to have been delivered at the moment when it has actually passed on board the vessel at the loading port. 
  
 Insurance against all risks, be they marine or other, covering the value of phosphate rock increased, should it be the case, by disbursments or the part
of disbursments which have not been paid in cash at the loading port, shall not be borne by the Seller who declines any responsibility for damages which may occur to the cargo from the moment when phosphate rock has been loaded. 
  
 9. RESALE AND ASSIGNMENT 
  
 Phosphate rock shall be used in the Buyer’s own plants. It may not be
resold as such without the Seller’s written consent. 
  
 Should the Buyer lose, through transfer of ownership or merger or for any other reason, the property of his plants as they stand at the time of signature of the sale contract, the quantities of product remaining to be delivered shall be
assigned, with the Seller’s consent, to the new owners or successors, whether universal or not. 
  
 The Seller shall however reserve the right simply to cancel the delivery of such quantities and the cancellation in such case shall give rise to no
indemnity. 
  
 10. FORCE MAJEURE 
  
 Any war, any prohibition or restriction, from a Government or local
authority, affecting either the receiving country or the areas involved in 
  

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	 PHOSPHATE ROCK:
	 	 
	General conditions governing (*****)	 	 

  
 the shipping of product, floods,
cyclones, earthquakes, fires, epidemics, general or partial strikes, whenever they may occur, lock-outs, stoppage of production in the Seller’s operations or in the railway system transporting phosphate rock to the loading ports and any other
cause beyond the control of the Seller and which impedes production, transportation or loading of phosphate rock represent, by express agreement, a case of force majeure. The party affected shall have to give notice of the event to the other party
by registered letter and the only justification to be produced by the party affected shall be the evidence of the event invoked. 
  
 In a case such as mentioned above, shipments may be suspended until such hindrances are overcome or removed. Should the interruption of deliveries last
more than three (3) months, the shipments thus delayed may be cancelled by either party and such cancellation shall be notified by registered letter. Cancellation of this nature shall give rise to no indemnity. 
  
 11. SAFEGUARD CLAUSE 
  
 The parties hereby expressly agree that, should the market conditions change
in such a way as to cause a serious harm to either party while the sale contract is being implemented, they shall consult each other in order to take necessary steps to re-establish the equilibrium of the sale contract within the spirit which
prevailed initially. 
  
 12. ARBITRATION 
  
 All disputes arising in connection with the sale contract shall be finally
settled through arbitration to take place in Casablanca under the Rules of Conciliation and Arbitration of the International Chamber of Commerce of Paris by one or more arbitrators appointed in accordance with these Rules, Moroccan law being applied
as to the substance of the matter. 
  
 Judicial acceptance and
enforcement of the arbitration award may be requested by either party from any court having jurisdiction, in any country, on submission of the original copy or a duly certified copy of the award as well as the original copy or a duly certified copy
of the sale contract. 
  
 The termination of the sale contract
shall not prejudice any rights accruing at or before or in connection with the termination thereof or any remedies or proceedings with respect to such rights. The provisions of the sale contract with regard to arbitration shall have effect
notwithstanding the termination thereof. 
  

					
	MADE OUT IN DUPLICATE	 	 	 	 
			
	At	 	 	 	At
			
	On	 	 	 	On
			
	THE BUYER,	 	 	 	THE SELLER,
			
	 /s/ Illegible
	 	 	 	 /s/ Illegible


  

 page 5 








  

					
	 


 Office Chérifien des Phosphates
	 	 	  	


	 	  	 

  
 CHARTERING
CONDITIONS ON SHIPMENT 
 AFRICANPHOS C/P 
  
 Concerning the chartering which will be affected by Buyers for the transportation of phosphates, the charter party will have
to stipulate the following conditions: 
 A - Before leaving his last port of discharge and at least three days before arriving at Safi or
Jorf Lasfar (****), the Captain has to telegraph to: 
  
 PHOSPHAT-SAP: if leaving is at Safi - Telex n° 71708 - 01784 
  
 Postal address: Office Chérflen des Phosphates, Service des Embarquements, Bolte Postale 26, Safi 
  
 (****) 
  
 (****) 
  
 (****) 
  
 (****) 
  
 MARPHORE is loading in at Jorf Lasfar - Telex n° 78964 
  
 stating the probable sale of vessel’s arrival, falling which an extra twenty four hours to be allowed in shippers for loading. 
  
 In case telegraphic address is not admitted, the Captain will use postal
address as indicated above. 
  
 B - At loading port, the vessel
shall be consigned for her phosphate cargo and customs business to Shippers. Owners to pay in cash at loading port and according to the total tonnage loaded the sum hereunder stipulated (in Dirhems (DM) per metric ton loaded) as agency fee, Shippers
having the right to choose at their expense the Shipbroker who will attend to Customs formalities: 
  

					
	 From       1 to   3000 tons : 6500 DM
	  	From   3001 to 12500 tons : 10000 DM	  	From 25001 to 30000 tons : 18000 DM
	 From 3001 to   4000 tons : 7900 DM
	  	From 12501 to 15000 tons : 21000 DM	  	From 30001 to 35000 tons : 21000 DM
	 From 4001 to   5000 tons : 7500 DM
	  	From 15001 to 17500 tons : 32000 DM	  	From 35001 to 40000 tons : 23000 DM
	 From 5001 to   7500 tons : 8000 DM
	  	From 17501 to 20000 tons : 33000 DM	  	above 40000 tons : 23000 DM
	 From 7501 to 10000 tons : 9000 DM
	  	From 20001 to 25000 tons : 14000 DM	  	plus [illegible] dirhems per 2000 tons or fraction above 40000 tons

  
 Should the Captain
fail to apply to the Shippers’ Agents named in the present charter, the Owners shall, in any case, pay to Shippers the agency fee mentioned above. 
  
 C - At port of loading, vessel to pay all customary fees and soft expenses, all tolls (péages) as well as all other charges customarily paid by the
vessel, at the rates ruling on the date of the bill of lading. In application of the lawful regulations in force in Morocco, Owners shall pay in cash at port of loading all their disbursements including amounts due by them under Clauses B, D and I.
A sufficient amount per ship distribution only, not exceeding one third of the freight, may be advanced to the Captain if required by him. In any case, an interest on arrears of 1% per month, a portion of month being counted as a whole month, shall
be applied to the amount remaining due. A receipt of the latter to be endorsed on the bills of lading by the Captain. Shippers shall not be held responsible for the employment of these advances. The Shippers decline all responsibility toward Owners
or Charterers, if, in order to avoid delaying the vessel’s departure, they shall be called upon, on justification of the expenses, to advance the Captain amounts over and above one third of the freight. 
  
 D - The vessel will be loaded in turn not exceeding 48 running hours,
Sundays, legal and local holidays included, counting from 7 a.m. or 1 p.m. after the vessel having been admitted in free pratique and written notice having been given away to Shippers between usual office hours that she is ready to load. The cargo
will be loaded into vessel’s holds by Shippers. The Owners shall pay in case of FAS sale 1 US Dollars plus value added tax per ton or one thousand kilos loaded (bill of lading weight) for this operation, leveling or any other special trimming
required the Captain shall be in all cases at Owners’ expense and risk. 
  
 Vessel to supply free of charge the full use of windlasses, winches and necessary power, all supplementary expenses for working outside usual hours to be for account of the party ordering same to be charged at the
tariff according to the custom of the port. It is however pointed out that if such work is done at Shippers’ request without the use of the vessel’s derricks, the expenses charged by the Mastermay not exceed £ 12.00 per shift and
will only be payable for actual hours of working. 
  
 E - Laydays
to commenced on expire of turn according to D above or, if there is no turn at 1 p.m., if the vessel complies with the 
 prescribed conditions before noon,
and at 7 p.m. on the following day if she complies with the sale conditions after noon, the Captain or his representative having advised Shippers in writing that he is ready to load and that the vessel, being in free pratique, has occupied the berth
indicated by the Shippers. Legal and local holidays, each being considered as a day of 24 hours, and the time between 1 p.m. on Saturday and 7 a.m. on Monday shall not count as laydays, but if the loading proceeds during these periods before laytime
commences, only half time such employed shall be deducted from the time saved for the calculation of dispatch-money. 
  
 If necessary, vessel’s holes shall be cleaned at vessel’s expense before loading commences. All time occupied in shifting berths at
Shippers’ request shall count as laytime. Time allowed will be calculated based on the bill of lading weight expressed in metric tons. 
  
 Days to be of 24 consecutive hours, weather permitting (portions pro rata) force majeure accepted. 







 The Captain is to facilitate the rapid loading of his vessel by all means on board. Vessel shall leave
the loading berth as soon as loading is completed if the Captain is required to do so, falling which Owners are to indemnify Shippers for time so lost at the demurrage rate stipulated in clause I. Any delays which may be attributed to the vessel or
her crew are not to count as laytime. 
  
 F - Provided the vessel
puts at least two workable hatches at Shippers’ disposal at loading (at (****) , Safi, Jorf Lasfar (****)) the daily rate for loading to be (in metric tons): 
  

			
	 3,000 tons with minimum time of 36 hours allowed for a loaded quantity up to 9.000 tons

		
	3,600 tons for 10.000 to 14.999 tons, loaded quantity	 	  7,500 tons for 25,000 to 29,999 tons, loaded quantity
		
	 4,500 tons for 15,000 to 19,999 tons, loaded quantity
	 	  9,000 tons for 30,000 to 39,999 tons, loaded quantity
		
	 6,000 tons for 20,000 to 24,000 tons, loaded quantity
	 	10,000 tons for 40,000 and above

  
 If however the vessel
provides a lower number of workable hatches then called for above the loading rate to be reduced in proportion to the number of workable hatches put at the Shipper’s disposal. 
  
 The vessel will be loaded in the customary manner alongside the wharf reserved to Shippers at the berth indicated by them
and according to their orders. 
  
 Shippers have the right to load
by day and by night without interruption by all the hatches of the holder intended to receive the cargo. 
  
 G - Shippers guaranteed that vessels can load and sail from their usual loading berth with a draught of: 
  

					
	(****)	  	 	  	 
			
	At Safi	  	 :
	  	30°
			
	At Jorf Lasfar	  	 :
	  	44° at berth n° 1
			
	(****)	  	 	  	 

  
 Should the
vessel’s draft make it necessary to complete loading at another berth or in the roads, Captain to obtain the necessary lighters at Owners’ expense. The risk and cost of transport from the wharf to another berth or to the roads and
transshipment expenses are to be borne by the vessel, and the time spent in loading at such other berth or in the roads and in shipping, not to count as laytime. 
  
 H - Should loading be rendered impossible in consequence of a strike, lock-out or any other cause of force majeure beyond
the Shippers’ control, latter to give written notice to Receivers-Charterers (eventually by telegram) latest on receipt of the telegraphic notice stipulated in clause A. If vessels have already telegraphed this preliminary notice, Shippers
shall notify them and Receivers-Charterers of the case of force majeure as soon as this is known to them. 
  
 At any time before Vessel’s arrival at loading port or before loading commences Receivers-Charterers may notify Shippers of their intention to cancel
the Charter-party. 
  
 This cancellation is to become effective if
within 48 running hours following the receipt of this notification shippers have not declared that they are able to load. In case the charter-party should be maintained, the time shall count as stipulated in Article 1 above notwithstanding the
invocation of the case of force majeure. 
  
 As any time during
the interruption of the loading owing to force majeure, Shippers have the right to ask the Receivers-Charterers to cancel the chart-party by giving 48 running hours notice. 
  
 If the vessel has started loading, the Captain to have the option of sailing 48 running hours after the interruption through
force majeure with the quantity loaded unless within this delay, shippers declare that they are able to load, time counting notwithstanding the invoked costs of force majeure, should the vessel sail with a part of cargo, shippers could not be mixed
up in the discussion between Charterers and Owners concerning the freight settlement of the part of the cargo. 
  
 I - Demurrage at loading port if any, to be paid to Owners at the rate of 0.16 US Dollars per gross register ton per running day (portions pro rata).

  
 For all working time saved at port of loading, Owners to pay
in cash to Shippers dispatch-money at half of the demurrage rate per day (portions pro rata). It is understood that dispatch-money will only be calculated on time saved after expiration of the actual turn, if any (see clause E). Any delays which may
be attributed to the vessel or her crew shall not count as laydown. 
  
 J - Should only part of the vessel be chartered, the Owners shall have the option of completing her, in agreement with Charterers and Office Chérflen des Phosphates, up to a full cargo with other goods, either before or after loading
the phosphate. Owners shall ensure under penalty of damages, proper separation of such goods from the phosphate in order to avoid any mixing or communication of moisture, such goods, however, not to consist of either one or phosphate of whatsoever
origin, unless authorized by the Office Chérflen des Phosphates. Under no circumstances shall the complementary cargo be discharged at the same time as the phosphate. 
  
 In order to determine moisture of phosphate acquired during the transport, Captain to receive a sample taken during the
loading in accordance with the contract. 
  
 K - In case of
dispute between the Shippers and the Captain on the interpretation of the clauses of the charter-party, the Captain will sign papers or official documents as presented to him by the Shippers, in as many copies as required by them in respect of all
or part of the cargo on board, endorsing his objections, any discussion on the matter being reserved to Owners. 








					
	 


 Office Chérifien des Phosphates
	 	 	 	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	 

  
 ADDENDUM N° 5
BETWEEN OCP AND AWT 
  
 DATED NOVEMBER 15TH, 1999

  
 TO THE AGREEMENT BETWEEN OCP AND TROY 
  
 DATED SEPTEMBER 10TH, 1992. 
  
 

 










					
	 


         Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES
  
 ADDENDUM N°5 BETWEEN OCP & AWT
 DATED NOVEMBER 15TH, 1999
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 BETWEEN THE UNDERSIGNED :

  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 Angle Route d’E1 Jadida et Bd de 
 la Grande Ceinture -
Casablanca 
 MOROCCO 
  
 represented by its Director General 
 Mr. Mohamed BERRADA

  
 on the one part, 
  
 AND: 
  
 ALBRIGHT & WILSON TROY DE MEXICO SA. DE CV. (AWT) 
 Temistocles N° 10 Floors 9th and 10th 
 COL POLANCO 
 11560 MEXICO D.F. 
 M E X I C O 
  
 on the other part. 
  
 W I T N E S S E T H 
  
 WHEREAS, AWT and OCP are parties to that certain Agreement with an
Effective Date of September 10th, 1992, and its Addenda N° 1, N° 2 N° 3 and N° 4 (and its Amendment N° 1), for the sale and purchase (*****) (“Agreement”); and, 
  
 WHEREAS, the Article I of the Agreement provides that the duration of
the said Agreement will expire on September 9th, 2002; and, 
  
 WHEREAS, AWT and OCP desire to extend the duration of the Agreement, 
  
 

 










					
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES
  
 ADDENDUM N° 5 BETWEEN OCP & AWT
 DATED NOVEMBER 15TH, 1999
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 NOW THEREFORE,
in consideration of the premises set forth herein, OCP and AWT hereby agree as follows : 
  
 ARTICLE I 
  
 The term
mentioned in Article I of the Agreement dated September 10th, 1992 is hereby extended from September 10th, 2002 till September 9th, 2007. 
  
 It will be automatically reconducted for new successive periods of five (5) years unless terminated by either party giving the other not less than one (1)
year written notice before the start of the following period. 
  
 Other terms of the Article I of the Agreement shall remain unmodified and in full force and effect. 
  
 ARTICLE II 
  
 The parties hereby expressly agree that, should the market conditions change in such a way to cause a serious harm to either party while the sale contract is being implemented, they shall consult each other in order to take necessary steps
to re-establish the equilibrium of the sale contract within the spirit which prevailed initially. 
  
 In case the parties do not reach an agreement on how to re-establish the above mentioned equilibrium, then each party have the right, as from September
10th, 2003, to terminate the Agreement giving the other not less than one year written notice. 
  
 ARTICLE III 
  
 Except as specifically set forth in this Addendum N° 5, all of the terms
and conditions of the Agreement as heretofore amended and its Addenda N° l, N° 2, N° 3 and N° 4 (and its Amendment N° 1), and not amended by this Addendum N° 5, shall continue in full force and effect. 
  

 2. 









					
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES
  
 ADDENDUM N° 5 BETWEEN OCP & AWT
 DATED NOVEMBER 15TH, 1999
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 All capitalized terms
used in this Addendum N° 5, and not otherwise defined herein shall have the meanings set forth in the Agreement and its Addenda N° 1, N° 2, N° 3 and N° 4 (and its Amendment N° 1). 
  
 IN WITNESS HEREOF, AWT and OCP have caused this Addendum N° 5 to be duly
executed as of the first day of August, 1999. 
  
 MADE OUT IN DUPLICATE ON
NOVEMBER 15TH, 1999 
  

									
	 ALBRIGHT & WILSON TROY DE MEXICO SA DE CV
  
 THE BUYER
	 	 	 	 OFFICE CHERIFIEN DES PHOSPHATES
  
 THE SELLER

					
	 BY:
	 	 	 	 	 	 BY:
	 	 /s/ Mohamed Berrada

	 	 	 RODOLFO MENENDEZ
 DIRECTOR-GENERAL
	 	 	 	 	 	 MOHAMED BERRADA
 DIRECTOR-GENERAL


  

 3. 








 

 
  
 ADDENDUM N°8 BETWEEN OCP,
RHODIA FM AND INNOPHOS FM 
  
 TO THE AGREEMENT BETWEEN OCP
AND TI 
  
 DATED SEPTEMBER 10TH, 1992. 
  
 

 









 

 
  
 ADDENDUM N°8 BETWEEN OCP, RHODIA
FM AND INNOPHOS FM 
 TO THE AGREEMENT BETWEEN OCP AND TI 
 DATED SEPTEMBER 10TH, 1992 
  
 BETWEEN THE UNDERSIGNED: 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 2, Rue Al Abtal – May Enaha 
 Casablanca 
 MOROCCO 
  
 on the one part, 
  
 and: 
  
 RHODIA FOSFATADOS DE MEXICO S.A. DE C.V. (RHODIA FM) 
 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a
Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz. C.P.96380  
 MEXICO 
  
 on the second
part, 
  
 and: 
  
 INNOPHOS FOSFATADOS DE MEXICO, S. DE R.L. DE CV. (INNOPHOS FM) 
 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a
Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz. C.P.96380

 MEXICO 
  
 on the third part, 
  
 W I T N E S S E T H 
  
 WHEREAS, RHODIA FM and OCP are parties to that certain Agreement with an Effective Date of September 10th, 1992,
and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5, N°6 and N°7, for the sale and purchase of (****) (“Agreement”); and, 
  
 WHEREAS, RHODIA FM changed its name to INNOPHOS FM, as from August 13th, 2004, retaining all of its assets and liabilities arising from the Agreement; and, 
  
 

 









 

 
  
 ADDENDUM N°8 BETWEEN OCP, RHODIA
FM AND INNOPHOS FM 
 TO THE AGREEMENT BETWEEN OCP AND TI 
 DATED SEPTEMBER 10TH, 1992 
  
 2.

  
 WHEREAS, RHODIA FM by virtue of its company name change
transfers to INNOPHOS FM all its rights and obligations arising from the Agreement with OCP dated September 10th, 1992 and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6 and N°7. 
  
 NOW, THEREFORE, it has been agreed the following: 
  
 ARTICLE I 
  
 As of the date of August 13th, 2004, INNOPHOS FM is substituted to RHODIA FM as part to the Agreement OCP/TI dated September 10th, 1992 and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6 and N°7. Therefore, all rights and obligations arising from the Agreement are transferred to,
and accepted by, INNOPHOS FM as of the date above mentioned. 
  
 ARTICLE II 
  
 Except as amended by the terms of
this Addendum N°8, the Agreement and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6 and N°7 remain unmodified and in full force and effect. 
  
 ARTICLE III 
  
 All capitalized terms used in this Addendum N°8, and not otherwise
defined herein, shall have the meanings set forth in the Agreement and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6 and N°7. 









 

 
  
 ADDENDUM N°8 BETWEEN OCP, RHODIA
FM AND INNOPHOS FM 
 TO THE AGREEMENT BETWEEN OCP AND Tl 
 DATED SEPTEMBER 10TH, 1992 
  
 3.

  
 IN WITNESS WHEREOF, OCP, RHODIA FM and INNOPHOS FM have caused
this Addendum N°8 to the Agreement dated September 10th, 1992, to be executed in triplicate originals as of
the 13th day of August 2004. 
  

											
	 	 	 	 	 	 	RHODIA FOSFATADOS DE MEXICO S.A. DE C.V.
					
	 	 	 	 	 	 	 By:
	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina

	 	 	 	 	 	 	 Name:
	 	 Jose Ramon Gonzalez de Salceda y Urbina

	 	 	 	 	 	 	 Title:
	 	 Director General

				
	 	 	 	 	 	 	INNOPHOS FOSFATADOS DE MEXICO, S. DE R.L DE CV.
					
	 	 	 	 	 	 	 By:
	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina

	 	 	 	 	 	 	 Name:
	 	 Jose Ramon Gonzalez de Salceda y Urbina

	 	 	 	 	 	 	 Title:
	 	 Director General

						
	 	 	 	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES	 	 	 	 Illegible

						
	 	 	 Illegible
	 	 	 	 By:
	 	 /s/ Mourad Cherif
	 	[SEAL]
	 	 	 	 	 	 	 Name:
	 	 Mourad Cherif
	 	 
	 	 	 	 	 	 	 Title:
	 	 Director General
	 	 










 

 
                 Office Chérifien
des Phosphates 
  
 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS
FM 
  
 DATED FEBRUARY 16TH, 2005 
  
 TO THE AGREEMENT BETWEEN OCP AND TI 
  
 DATED SEPTEMBER 10TH, 1992. 
  
 

 










			
	 


                 Office Chérifien
des Phosphates
	  	_______
	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
	  	DATED FEBRUARY 16TH, 2005
	  	TO THE AGREEMENT BETWEEN OCP AND TI
	  	DATED SEPTEMBER l0TH, 1992

  
 BETWEEN THE UNDERSIGNED:

  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 Acting for its account and on behalf of its affiliate 
 (*****)

 (*****) 
 (*****) 
  
 represented by its Director General 
 Mr. Mourad CHERIF 
  
 on the one part, 
  
 and: 
  
 INNOPHOS FOSFATADOS DE MEXICO, S DE R.L. DE CV.
(INNOPHOS FM) 
 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz. C.P. 96380 
 MEXICO 
  
 represented by its Director General 
 Mr. Jose Ramon Gonzalez de Salceda y Urbina 
  
 on the second part. 
  
 W I T N E S S
E T H 
  
 WHEREAS, OCP and INNOPHOS FM are parties to that
certain Agreement with an Effective Date of September 10th, 1992, and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5, N°6, N°7 and N°8, for the sale and purchase of (*****) (“Agreement”);
and 
  
 WHEREAS, OCP and INNOPHOS FM desire to amend the Agreement
to change the definition of Contract Years to coincide with Calendar Years; 
  
 WHEREAS, INNOPHOS FM desires to purchase from OCP and OCP desires to sell to INNOPHOS FM phosphate rock (*****); and, 
  
 

 










			
	 	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
	 	  	DATED FEBRUARY 16TH, 2005
	 	  	TO THE AGREEMENT BETWEEN OCP AND TI
	 	  	DATED SEPTEMBER 10TH, 1992

  
 WHEREAS, INNOPHOS FM
desires to purchase from OCP and OCP through its affiliate (*****) desires to sell to INNOPHOS FM (*****); and, 
  
 WHEREAS, OCP and INNOPHOS FM desire to further amend the Agreement to include these (*****); 
  
 NOW, THEREFORE, it has been agreed the following: 
  
 ARTICLE I 
  
 Article I of the Agreement is hereby amended by deleting the third paragraph thereof and substituting in lieu thereof the following: 
  
 “The Thirteenth Contract Year during the term hereof shall be for a
period commencing on September 10th, 2004, and ending on December 31st, 2004. Thereafter, Contract Years hereunder shall be for periods beginning on a January 1st and ending on December 31st.” 
  
 ARTICLE II 
  
 Agreement is hereby amended by including thereof the following Appendices,
attached hereto, which will be an integral part of the Agreement: 
  

	Appendix 1: 	Standard specifications (Chemical and Screen Analysis) of (*****), 

  

	Appendix 2: 	Standard specifications (Chemical and Screen Analysis) of (*****), 

  

	Appendix 3: 	General Conditions governing (*****) and Chartering Conditions on Shipment (*****). 

  

 2. 









			
	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED
FEBRUARY 16TH, 2005
 TO
THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 ARTICLE III

  
 As from January 1st, 2005, the qualities of phosphate rock to be supplied under the Agreement shall be: 
  

	 	•	 	(*****), physical and chemical characteristics of which are attached as Appendix 1 to the Agreement, 

  

	 	•	 	(*****), physical and chemical characteristics of which are attached hereto as Appendix 1, 

  
 and: 
  

	 	•	 	(*****) chemical and physical characteristics of which are attached hereto as Appendix 2. 

  
 ARTICLE IV 
  
 As from January 1st,
2005, the quantities of phosphate rock to be supplied during each Contract Year under the Agreement shall be: 
  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  
 (*****) 
  

 3. 









			
	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 ARTICLE V

  
 5.1. For the Thirteenth Contract Year corresponding
to the period starting on September 10th, 2004 and ending on December 31st, 2004, the prices of phosphate rock shall be: 
  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  
 5.2. For the Fourteenth Contract Year corresponding to the period starting on January 1st, 2005 and ending on December 31st, 2005, the prices of phosphate rock shall be: 
  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  
 ARTICLE VI 
  
 Article I of
the Amendment N°1 dated September 18th, 1997 to the Addendum N°4 dated March 14th, 1997 to the Agreement is cancelled and replaced by the following: 
  
 6.1. As from the Fifteenth Contract Year, corresponding to the period
starting on January 1st, 2006 and ending on December 31st, 2006, and for each subsequent Contract Year, the price (*****) basis, shall be determined pursuant to Appendix 4 attached to this Addendum N°9.

  

 4. 









			
	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
  
 6.2. As from the Fifteenth Contract Year and for each subsequent Contract Year, the price (*****) shall be equal to the sum of (i) the price of
(*****), determined above for the considered Contract Year and (ii) the quality premium of (****) per metric ton of (****). 
  
 6.3. For the Fifteenth Contract Year, the price of (****) shall be equal to the sum of (i) the price of (****) determined above for the considered
Contract Year and (ii) the quality premium (****) per metric ton of (****). 
  
 6.4. As from the Sixteenth Contract Year, corresponding to the period starting on January 1st, 2007 and ending on December 31st, 2007, and for each subsequent Contract Year, the price (*****).

  
 ARTICLE VII 
  
 As from January 1st, 2005, the prices of phosphate rock shall be adjusted, according to final results of analysis of dry basis BPL contents in accordance with Articles 4 and 7 of
General Conditions Governing (*****), annexed to the Agreement as Appendix 2 and to this Addendum as Appendix 3, on a rise/fall basis of: 
  

	 	•	 	(****) per metric ton per unit (proportionately for fractions) of dry basis BPL content for (****) above or below (****). 

  

	 	•	 	(****) per metric ton per unit (proportionately for fractions) of dry basis BPL content for (****) above or below (****). 

  
 ARTICLE VIII 
  
 Except as amended by the terms of this Addendum N°9, the Agreement and
its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6, N°7 and N°8 remain unmodified and in full force and effect. 
  


 5. 









			
	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 ARTICLE IX

  
 All capitalized terms used in this Addendum N°9, and
not otherwise defined herein, shall have the meanings set forth in the Agreement and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6, N°7 and N°8. 
  
 IN WITNESS WHEREOF, OCP and INNOPHOS FM have caused this Addendum N°9 to
the Agreement dated September 10th, 1992, to be executed in duplicate originals as of the 1st January 2005. 
  
 MADE OUT IN DUPLICATE ON FEBRUARY 16TH, 2005 
  

									
	INNOPHOS FOSFATADOS DE MEXICO, S DE R.L. DE CV.	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES
					
	 BY:
	 	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 BY:
	 	 Mourad CHERIF

					
	 	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 	 	 /s/ Mourad Cherif

	 	 	 DIRECTOR GENERAL
	 	 	 	 	 	 DIRECTOR GENERAL


  

 6 









			
	 


                 Office Chérifien
des Phosphates
	 	 ____________
 ____________


  

			
	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AMD TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 1

  
 GRADE : (*****) 
 STANDARD SPECIFICATIONS 
 CHEMICAL
ANALYSIS 
  

			
	 ELEMENTS        

	  	PROMINENT (%)


	 BIL
	  	(*****)
	 CO2
	  	(*****)
	 SO3
	  	(*****)
	 SiO2
	  	(*****)
	 CaO
	  	(*****)
	 MgO
	  	(*****)
	 Fe2O3
	  	(*****)
	 Al2O3
	  	(*****)
	 Na2O
	  	(*****)
	 K2O
	  	(*****)
	 F
	  	(*****)
	 Cl.
	  	(*****)
	 C. Org.
	  	(*****)

  
 ABOVE SPECIFICATIONS ARE GIVEN ON
INDICATION BASIS. 
  
 

 









 Office Chérifien des Phosphates 
  

			
	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AMD TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 1

  
 GRADE : (*****) 
 STANDARD SPECIFICATIONS 
 SCREEN
ANALYSIS 
 (Compound oversize) 
  

					
	 SIZING IN MICRONS        

	  	PROMINENT (%)


	Above	  	 2.000
	  	(*****)
	”	  	 1.000
	  	(*****)
	”	  	    800
	  	(*****)
	”	  	    630
	  	(*****)
	”	  	    500
	  	(*****)
	”	  	    400
	  	(*****)
	”	  	    315
	  	(*****)
	 	  	    200
	  	(*****)
	”	  	    160
	  	(*****)
	”	  	    100
	  	(*****)
	”	  	      80
	  	(*****)
	”	  	      63
	  	(*****)
	”	  	      50
	  	(*****)
	”	  	      40
	  	(*****)

  
 ABOVE SPECIFICATIONS ARE GIVEN ON
INDICATION BASIS. 
  

 2. 








 

 
             (*****) 
             (*****) 
  

			
	 	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
	 	  	DATED FEBRUARY 16TH, 2005
	 	  	TO THE AGREEMENT BETWEEN OCP AND TI
	 	  	DATED SEPTEMBER 10TH, 1992

  
 APPENDIX 2

  
 (*****) 
  
 CHEMICAL ANALYSIS 
  

			
	 P2O3
	  	(*****)
	 BPL
	  	(*****)
	 CO2
	  	(*****)
	 SO3
	  	(*****)
	 SiO2
	  	(*****)
	 CaO
	  	(*****)
	 MgO
	  	(*****)
	 Fe2O3
	  	(*****)
	 AL2O3
	  	(*****)
	 Na2O
	  	(*****)
	 K2O
	  	(*****)
	 F
	  	(*****)
	 CL
	  	(*****)
	 Organic matter
	  	(*****)

  
 (*****) 
  
 Above specifications are given or indicative basis. 

 
 

 










			
	 	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
	 	  	DATED FEBRUARY 16TH, 2005
	 	  	TO THE AGREEMENT BETWEEN OCP AND TI
	 	  	DATED SEPTEMBER 10TH, 1992

  
 APPENDIX 2

  
 (*****) 
  
 SCREEN ANALYSIS 
  

				
	 >2,000 microns
	  	(	*****)
	 2,000 – 1,000 microns
	  	(	*****)
	 1,000 -     800 microns
	  	(	*****)
	 800    -     630 microns
	  	(	*****)
	 630    -     500 microns
	  	(	*****)
	 500    -     400 microns
	  	(	*****)
	 400    -     315 microns
	  	(	*****)
	 315    -     200 microns
	  	(	*****)
	 200    -     160 microns
	  	(	*****)
	 160    -     100 microns
	  	(	*****)
	 100    -       80 microns
	  	(	*****)
	 80      -       63 microns
	  	(	*****)
	 63      -       50 microns
	  	(	*****)
	 50      -       40 microns
	  	(	*****)
	                 <40 microns
	  	(	*****)

  
 Above
specifications are given on indicative basis. 
  

 2. 









			
	(*****)	  	


	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
	 	  	DATED FEBRUARY 15TH , 2005
	 	  	TO THE AGREEMENT BETWEEN OCP AND TI
	 	  	DATED SEPTEMBER 10TH, 1992

  
 APPENDIX 3

  
 PHOSPHATE ROCK 
  
 GENERAL CONDITIONS GOVERNING (*****) 
  
 1. ORIGIN OF PRODUCT 
  
 Phosphate rock supplied by the Seller shall be natural phosphate of lima of
Moroccan origin. 
  
 2. DELIVERIES CHARTERING 
  
 A/ – Deliveries shall be made in bulk on board vessels chartered by the
Buyer and shall be spread as evenly as possible over all the duration of the rule contract. 
  
 Phosphate rock of other origins shall not be loaded on vessels thus chartered without prior authorization of the Seller. 
  
 B/ – Prior to the chartering of each vessel, the Buyer shall secure the agreement of the Seller on the specifications of the vessel as well as on the
quality and quantity of phosphate rock to be loaded and on laydays. 
  
 The Seller shall then indicate the amount of the deposit for disbursments at the loading port to be made by the Shipowner. 
  
 If the product to be loaded is available in two ports, it shall be the option of the Seller to load in either of these ports. Such option shall however be
announced by the Seller at the latest when he receives the seventy two (72) hours notice provided for in the “Chartering Conditions on Shipment” annexed hereto. 
  
 With the Seller’s agreement, other lots of the same grade to be shipped to other Receivers may be loaded on board the
vessel chartered by the Buyer. In such case, if the various lots are not stored in separate holde, they will be invoiced to each Receiver on the basic of the corresponding individual bill of loading; the Seller not being involved in the distribution
of the cargo at the unloading port. 
  
 C/ – Vessels for
transportation of phosphate rock shall be chartered under the conditions annexed hereto (Chartering Conditions on Shipment). 
  
 In case the Charter Party signed by the Buyer does not, for whatever reason, include such conditions or the ship’s Master refuses to abide by then,
the Seller shall debit the Buyer with any ensuring difference. 
  
 D/ – Prior to arrival of the vessel at the loading port, the Shipowner shall credit the Seller’s account, at a bank to be indicated by the letter, with a sufficient deposit in US Dollars to cover disbursements at the loading port,
including possible despatch-money. 
  
 Should such a deposit not
be made in due time or its amount not be sufficient to cover actual disbursements, the Seller shall reserve the right to refuse loading or keep the vessel until such time when necessary funds are received. 
  
 

 
  
  









 

 
  

					
	 (*****)
  
 (*****)
	 	 	 	  
 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005

TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 3

  

			
	PHOSPHATE ROCK:	 	 
	General conditions governing (*****)	 	 

  
 If however the Seller
were to allow the ship’s Master to hold over payment of whole or part of the amount of the disbursements in pursuance of Clause C of the Chartering Conditions on Shipment, the Buyer shall be advised by the Seller accordingly and shall be
responsible vis-à-vis the Seller for the settlement of all the amount remaining due increased by an interest on arrears of 1% for each month as from the bill of lading date, a portion of a month being counted as a whole month. 
  
 E/ – As soon as the vessel has left the loading port, the Seller shall
inform the Buyer, by telex or telegraph, of the quantity loaded as well as the day and time of departure of the vessel, her estimated date of arrival at the unloading port and, should it be the case, the amount of disbursements or the part of
disbursements which has not been paid in cash. 
  
 3. WEIGHING - SAMPLING

  
 A/ – The Buyer has the faculty to be present or
represented at the weighing operations which shall be made while product is being loaded on the vessel. Should this faculty not be used, the weighing operations as performed by the Seller shall be final and only results thereof shall be binding.

  
 B/ – For the purpose of establishing the moisture, BPL
and Feral contents of the product, samples shall be drawn during the loading operations according to the usual methods. Phosphate rock thus drawn shall be used to make up six (6) two-bottle samples which shall be sealed by the Seller. One sample
shall be sent to the Buyer by the ship’s mail or by postal mail while the others shall be kept by the Seller for a period of six (6) weeks. 
  
 The Buyer has also the faculty to be present or represented at the sampling operations as described above. Should this faculty not be used, the operations
as performed by the Seller shall be final and only samples thus drawn shall be binding. 
  
 4. ANALYSES 
  
 A/ – As soon as
possible after each shipment, the Buyer and the Seller shall exchange, at a date to be agreed upon, the results of analyses made in their respective laboratories on the samples drawn during the loading operations displaying both moisture content of
the product as delivered and dry basis BPL concentration. 
  
 In
case the difference between the dry basis BPL contents shown by the two analyses is below or equal to one BPL unit per cent, the average of moisture contents of the product as delivered and the average of dry basis BPL contents shall be taken into
consideration as concerns the corresponding cargo for the drafting of the debit or credit note provided for in Article 7 below. 
  
 B/ – In case the difference between the dry basis BPL contents shown by the two analyses is above one BPL unit per cent, one of the samples drawn
during the loading operations shall be handed over by the Seller to the arbitration laboratory jointly appointed by the two parties. 
  
 Results of the analysis performed by such laboratory shall be accepted as final by the two parties and shall be taken into consideration for the drafting
of the debit or credit note provided for in Article 7 below. 
  
 The cost of the arbitration analysis shall be borne by the party whose own findings display the largest difference with the dry basis BPL content shown by the arbitration analysis. 
  

 page 2 








 

 
  

					
	 (*****)
  
 (*****)
	 	 	 	  
 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005

TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 3

  

			
	PHOSPHATE ROCK:	 	 
	General conditions governing (*****)	 	 

  
 5. PRICE 
  
 A/ – The (*****) price applies to one metric ton of dry rock (moistures
deducted) had to a dry basis BPL content equal to the grade of reference. 
  
 B/ – The price shall be readjusted according to the final results of analysis for each cargo as reached in pursuance of Article 4 above, on a Rise/Fall basis per matric ton and per unit of dry basis BPL content
above or below the grade of reference. 
  
 C/ – The Seller
shall undertake to load and spout trim phosphate rock on board the Buyer’s vessel (excluding any special trimming and levelling, which shall be borne by the Shipowner). 
  
 The cost of this loading operation is included in the price as defined above. 
  
 D/ – With the exception of export tax, all dues, duties and taxes to be
paid under the regulations in force on goods or services or on the vessel for those goods or services when leaving the loading port, including dues, duties and taxes related to import into the receiving country, are not included in the price and
shall therefore be borne by the Buyer when they are not at the Shipowner’s expenses. 
  
 6. INVOICING AND PAYMENT 
  
 A/ – The invoice for each shipment shall be due at the date of the bill of lading. It shall be established, after loading, on the basis of the bill of lading weight minus moisture according to the percentage of reference.

  
 B/ – The settlement of the invoice shall be made by way
of irrevocable documentary letter of credit, confirmed by a first class international bank, to be paid at sight against the documents agreed upon by both parties prior to shipment. This letter of credit is to be opened fifteen (15) days before the
vessel’s loading date in favour of the Seller with a bank to be indicated by the latter. It should remain valid for a period of sixty (60) days, which may be extended on the request of either party. Such letter of credit is governed by the
Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce (1983 revision, publication Nr 400). All bank charges regarding in particular the opening, amendment, modification, confirmation and negotiation
of the letter of credit shall be borne by the Buyer. 
  
 Debit
notes shall be settled in cash by telegraphic transfer. The Buyer, as soon as he issues instructions to the bank for payment, shall send to the Seller a telex specifying the amount paid, the value date and the corresponding invoices and notes.

  
 In case of delay, for whatever reason, in the settlement of
all or part of the amount due to the Seller, the amount remaining to be paid shall be increased by an interest to be calculated, in case of invoices and notes annexed thereto, as from the fifteenth (15th) day following the bill of lading date, and,
in case of separate debit notes, as from the fifteenth (15th) day following the date borne on these. In both cases, such calculation shall be made on the basis of the London Interbank Offered Rate (Libor) at six (6) months, as it is quoted on the
date of the bill of lading, increased by a margin of three (3) per cent per year. Interests on arrears shall themselves be increased, under the same conditions as those applied to the principal sum, by interests to be calculated after each period of
six (6) months. No dues, taxes or duties to be paid in relation with the settlement of interests in the Buyer’s country shall be borne by the Seller. The payment of interests shall be made without any deduction whatsoever. 
  

 page 3 








 

 

					
	 (*****)
  
 (*****)
	 	 	 	  
 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005

TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 3

  

			
	PHOSPHATE ROCK:	 	 
	General conditions governing (*****)	 	 

  
 C/ – Each
delivery being considered as a separates deal, the Seller may suspend deliveries for non-settlement of an invoice or a debit note. 
  
 If the Buyer goes into liquidation or bankruptcy or if he fails, whatever the reason be, to conform to the payment conditions agreed upon, the Seller
shall reserve the right to cancel the contract with respect to the balance of deliveries. As for the quantities already delivered but still floating, the Seller may exercise his right to retain the cargo or the part of the cargo attributed to the
Buyer. 
  
 In both cases, the Buyer shall remain accountable for
the possible charges and damages thereof. 
  
 7. READJUSTMENT

  
 A/ – At the end of each semester, the amount to
be invoiced for each of the shipments made during that semester, shall be readjusted according to the moisture content and to the dry basis BPL concentration shown by the corresponding analysis as reached in pursuance of Article 4 above. 

 
 Such readjustment shall be used as a basis for a debit or a credit note to
be sent by the Seller to the Buyer. 
  
 B/ – In case of
dispute over Feral content of a cargo, the Seller shall request the arbitration laboratory to perform an analysis of the element in question on one of the samples drawn during the loading operations. 
  
 Should the arbitration analysis establish that Feral content, at the
departure from the loading port, is higher than 1.5 %, the final dry basis BPL content as reached for the price variation shall be diminished by two BPL points per cent for each point of Feral in excess of 1.5 % and proportionately for fractions.

  
 C/ – Readjustment shall in no case be accepted as a
justification for delay in payment of invoices and debit notes related to the delivery. 
  
 8. INSURANCE 
  
 Phosphate rock shall be
considered to have been delivered at the moment when it has actually passed on board the vessel at the loading port. 
  
 Insurance against all risks, be they marine or other, covering the value of phosphate rock increased, should it be the case, by disbursements or the part
of disbursments which have not been paid in cash at the loading port, shall not be borne by the Seller who declines any responsibility for damages which nay occur to the cargo from the moment when phosphate rock has been loaded. 
  
 9. RESALE AND ASSIGNMENT 
  
 Phosphate rock shall be used in the Buyer’s own plants. It may not be
resold as such without the Seller’s written consent. 
  
 Should the Buyer lose, through transfer of ownership or merger or for any other reason, the property of his plants as they stand at the time of signature of the sale contract, the quantities of product remaining to be delivered shall be
assigned, with the Seller’s consent, to the new owners or successors, whether universal or not. 
  
 The Seller shall however reserve the right simply to cancel the delivery of such quantities and the cancellation in such case shall give rise to no
indemnity. 
  
 10. FORCE MAJEURE 
  
 Any war, any prohibition or restriction, from a Government or local
authority, affecting either the receiving country or the areas involved in 
  

 page 4 








 

 
  

					
	 ______
 (*****)
  
	 	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 3

  

			
	 PHOSPHATE ROCK:
 General conditions governing
(*****)
	 	 

  
 the shipping of product, floods,
cyclones, earthquakes, fires, epidemics, general or partial strikes, whenever they may occur, lock-outs, stoppage of production in the Seller’s operations or in the railway system transporting phosphate rock to the loading ports and any other
cause beyond the control of the Seller and which impedes production, transportation or loading of phosphate rock represent, by express agreement, a case of force majeure. The party affected shall have to give notice of the event to the other party
by registered letter and the only justification to be produced by the party affected shall be the evidence of the event invoked. 
  
 In a case such as mentioned above, shipments may be suspended until such hindrances are overcome or removed. Should the interruption of deliveries last
more than three (3) months, the shipments thus delayed may be cancelled by either party and such cancellation shall be notified by registered letter. Cancellation of this nature shall give rise to no indemnity. 
  
 11. SAFEGUARD CLAUSE 
  
 The parties hereby expressly agree that, should the market conditions change
in such a way as to cause a serious harm to either party while the sale contract is being implemented, they shall consult each other in order to take necessary steps to re-establish the equilibrium of the sale contract within the spirit which
prevailed initially. 
  
 12. ARBITRATION 
  
 All disputes arising in connection with the sale contract shall be finally
settled through arbitration to take place in Casablanca under the Rules of Conciliation and Arbitration of the International Chamber of Commerce of Paris by one or more arbitrators appointed in accordance with these Rules, Moroccan law being applied
as to the substance of the matter. 
  
 Judicial acceptance and
enforcement of the arbitration award may be requested by either party from any court having jurisdiction, in any country, on submission of the original copy or a duly certified copy of the award as well as the original copy or a duly certified copy
of the sale contract. 
  
 The termination of the sale contract
shall not prejudice any rights accruing at or before or in connection with the termination thereof or any remedies or proceedings with respect to such rights. The provisions of the sale contract with regard to arbitration shall have effect
notwithstanding the termination thereof. 
  

									
	MADE OUT IN DUPLICATE	 	 	 	 
			
	At Mexico City	 	 	 	At Casablanca
			
	On June 1, 2005	 	 	 	On February 16th, 2005
			
	THE BUYER,	 	 	 	THE SELLER,


					
			
	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 Mourad CHERIF

			
	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 /s/ Mourad Cherif

	 DIRECTOR GENERAL
	 	 	 	 PRESIDENT DIRECTOR GENERAL


  

 page 5 









					
	 (*****)
  
 (*****)
 (*****)
  
	 	 	 	 ______________
  
 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN
OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  
 APPENDIX 3

 CHARTERING CONDITIONS ON SHIPMENT 
 AFRICANPHOS CIP 
  
 Concerning the chartering which will be effected by Buyers for the transportation of phosphate, the charterparty will have to stipulate the following conditions: 
  
 A - Before leaving his last port of discharge and at least three days before arriving at Safi or Jorf Lasfar or (****), the
Captain has to telegraph to : 
  
 PHOSPHATE-SAFI If loading is at
Safi - Telex n° 71708 - 71784 
  
 Postal address: Office
Chérifien des Phosphates. Service des Embarquements. Bolte Postale 26, Safi 
  
 (****) 
  
 (****) 
  
 (****) 
  
 (****) 
  
 MARPHORE if loading is at Jorf Lasfar - Telex n° 78964 
  
 stating the probable date of vessel’s arrival, falling which an extra twenty four hours to be allowed to Shippers for loading. 
  
 In case telegraphic address is not admitted, the Captain will use postal
address as indicated above. 
  
 B - At loading port, the vessel
shall be consigned for her phosphate cargo and customs business to Shippers. Owners to pay in cash at loading port and according to the total tonnage loaded the sum hereunder stipulated (in Dirhams (DH) per metric ton loaded) as agency fee, Shippers
having the right to choose at their expense the Shipbroker who will attend to Customs formalities: 
  

					
	from       1 to   3000 tons :   8.500 DH	 	from 10001 to 12500 tons : 16.000 DH	 	from 25001 to 30000 tons : 27.000 DH
	from 3001 to   4000 tons : 10.000 DH	 	from 12501 to 15000 tons : 18.000 DH	 	from 30001 to 35000 tons : 30.000 DH
	from 4001 to   5000 tons : 11.000 DH	 	from 15001 to 17500 tons : 20.000 DH	 	from 35001 to 40000 tons : 33.000 DH
	from 5001 to   7500 tons : 12.000 DH	 	from 17501 to 20000 tons : 22.000 DH	 	above .............40000 tons : 33.000 DH
	from 7501 to 10000 tons : 14.000 DH	 	from 20001 to 25000 tons : 24.000 DH	 	plus 1,000 dirhams per 2000 tons or fraction above 40000 tons

  
 Should the Captain
fail to apply to the Shippers’ Agents named in the present charter, the Owners shall, in any case, pay to Shippers the agency fee mentioned above. 
  
 C - At port of loading, vessel to pay all customary dues and port expenses, all tolls (péagas) as well as all other charges customarily paid by the
vessel, at the rates ruling on the date of the bill of lading. In application of the lawful regulations in force in Morocco, Owners shall pay in cash at port of loading all their disbursments including amounts due by them under clauses B, D and I. A
sufficient amount for ship disbursments only, not exceeding one third of the freight, may be advanced to the Captain if required by him. In any case, an interest on arrears of 1% per month, a portion of month being counted as a whole month, shall be
applied to the amount remaining due. A receipt of the letter to be endorsed on the bills of lading by the Captain. Shippers shall not be held responsible for the employment of these advances. The Shippers decline all responsibility towards Owners or
Charterers, if, in order to avoid delaying the vessel’s departure, they shall be called upon, on justification of the expenses, to advance the Captain amounts over and above one third of the freight. 
  
 D - The vessel will be loaded in turn not exceeding 48 running hours,
Sundays, legal and local holidays included, counting from 7 a.m. or 1 p.m. after the vessel having been admitted in free pratique and written notice having been given to Shippers between usual office hours that she is ready to load. The cargo will
be loaded into vessel’s holds by Shippers. The Owners shall pay in case of FAS sale 2 US Dollars plus value added tax per ton of one thousand kilos loaded (bill of lading weight) for this operation. Leveling or any other special trimming
required by the Captain shall be in all cases at Owners’ expense and risk. 
  
 Vessel to supply free of charge the full use of windlasses, winches and necessary power. All supplementary expenses for working outside usual hours to be for account of the party ordering same and to be charged at the
tariff according to the custom of the port. It is however pointed out that if such work is done at Shippers’ request without the use of the vessel’s derricks, the expenses charged by the Master may not exceed £12.00 per shift and
will only be payable for actual hours of working. 
  
 E - Laydays
to commence on expiry of turn according to clause D above or, if there is no turn at 1 p.m. If the vessel compiles with the prescribed conditions before noon, and at 7 a.m. on the following day if she compiles with the said conditions after noon,
the Captain or his representative having advised Shippers in writing that he is ready to load and that the vessel, being in free pratique, has occupied the berth indicated by the Shippers. Legal and local holidays, each being considered as a day of
24 hours, and the time between 1 p.m. on Saturday and 7 a.m. on Monday shall not count as laydays, but if the loading proceeds during these periods or before laytime commences, only half time such employed shall be deducted from the time saved for
the calculation of despatch-money. 










					
	 (*****)
  
 (*****)
 (*****)
  
	 	 	 	 ________________
  
 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN
OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  

					
	 Chartering conditions on shipment
 Africanphos CIP
	 	APPENDIX 3	 	 

  
 If necessary,
vessel’s holds shall be cleaned at vessel’s expense before loading commences. All time occupied in shifting berths at Shippers’ request shall count as laytime. Time allowed will be calculated based on the bill of lading weight
expressed in metric tons. 
  
 Days to be of 24 consecutive hours,
weather permitting (portions prorata) force majeure excepted. 
  
 The Captain is to facilitate the rapid loading of his vessel by all means on board. Vessel shall leave the loading berth as soon as loading is completed if the Captain is required to do so, failing which Owners are to indemnify Shippers for
time so lost at the demurrage rate stipulated in clauses 1. Any delays which may be attributed to the vessel or her crew are not to count as laytime. 
  
 F - Provided the vessel puts at least two workable hatches as Shippers’ disposal at loading (at (*****), Safi, Jorf Lasfar and (*****)) the daily
rate for loading to be (in metric tons): 
  

			
	* 3.000 tons with minimum time of 36 hours allowed for a loaded quantity up to 9.999 tons
		
	* 3.600 tons for 10.000 to 14.999 tons, loaded quantity	 	*   7.500 tons for 25.000 to 29.999 tons, loaded quantity
		
	* 4.500 tons for 15.000 to 19.999 tons, loaded quantity	 	*   9.000 tons for 30.000 to 39.999 tons, loaded quantity
		
	* 6.000 tons for 20.000 to 24.999 tons, loaded quantity	 	* 10.000 tons for 40.000 tons and above.

  
 If however the vessel
provides a lower number of workable hatches than called for above the loading rate to be reduced in proportion to the number of workable hatches put at the Shipper’s disposal. 
  
 The vessel will be loaded in the customary manner alongside the wharf reserved to Shippers at the berth indicated by them
and according to their orders. 
  
 Shippers have the right to load
by day and by night without interruption by all the hatches of the holds intented to receive the cargo. 
  
 G - Shippers guarantee that vessels can load and sail from their usual loading berth with a draught of : 
  

					
	(****)	  	 	  	 
			
	At Safi	  	 :
	  	30’
			
	At Jorf Lasfar	  	 :
	  	44’ at berth N°1
			
	(****)	  	 	  	 

  
 Should the
vessel’s draft make it necessary to complete loading at another berth or in the roads, Captain to obtain the necessary lighters at Owner’s expense. The risk and cost of transport from the wharf to another berth or to the roads and
transshipment expenses are to be borne by the vessel, and the time spent in loading at such other berth or in the roads and in shifting, not count as laytime. 
  

H - Should loading be rendered impossible in consequence of a strike, lock-out or any other cause of force majeure beyond the Shippers’ control,
latter to give written notice to Receivers-Charterers (eventually by telegramm) latest on receipt of the telegraphic notice stipulated in clause A. If vessels have already telegraphed this preliminary notice, Shippers shall notify them and
Receivers-Charterers of the case of force majeure as soon as this is known to them. 
  
 At any time before vessel’s arrival at loading port or before loading commences Receivers-Charterers may notify Shippers of their intention to cancel the charter-party. 
  
 This cancellation is to become effective if within 48 running hours following
the receipt of this notification shippers have not declared that they are able to load. In case the charter-party should be maintained, the time shall count as stipulated in article E above notwithstanding the invocation of the case of force
majeure. 
  
 At any time during the interruption of the loading
owing to force majeure. Shippers have the right to ask the Receivers-Charterers to cancel the charter-party by giving 48 running hours notice. 
  
 If the vessel has started loading, the Captain to have option of sailing 48 running hours after the interruption through force majeure with the quantity
loaded unless within this delay, shippers declare that they are able to load, time counting notwithstanding the invoked case of force majeure. Should the vessel sail with a part of cargo, shippers could not be mixed up in the discussion between
Charterers and Owners concerning the freight settlement of part of the cargo. 
  
 I - Demurrage at loading port if any, to be paid to Owners at the rate of 0.16 US Dollars per gross register ton per running day (portions prorata). 
  
 For all working time saved as port of loading, Owners to pay in cash to Shippers despatch-money at half of the demurrage
rate per day (portions prorata). It is understood that despatch-money will only be calculated on time saved after expiration of the actual turn, if any (see clause E.) Any delays which may be attributed to the vessel or her crew shall not count as
laydays. 
  

 Page 2 









					
	 (*****)
  
 (*****)
  
 (*****)
	 	 	 	 ADDENDUM N°9 BETWEEN OCP AND INNOPHOS FM
 DATED FEBRUARY 16TH, 2005
 TO THE AGREEMENT BETWEEN OCP AND TI
 DATED SEPTEMBER 10TH, 1992


  

					
	 Chartering Conditions on shipment
 Africanphos CIP
	 	APPENDIX 3	 	 

  
 J - Should only part
of the vessel be chartered, the owners shall have the option of completing her, in agreement with Charterers and Office Chérifien des Phosphates, up to a full cargo with other goods, either before or after loading the phosphate. Owners shall
ensure under penalty of damages, proper separation of such goods from the phosphates in order to avoid any mixing or communication of moisture, such goods, however, not to consist of either are or phosphate of whatsoever origin, unless authorized by
the Office Chérifien des Phosphates. Under no circumstances shall the complementary cargo be discharged at the same time as the phosphate. 
  
 In order to determine moisture of phosphate acquired during the transport, Captain to receive a sample taken during the loading in accordance with the
contract. 
  
 K - In case of dispute between the Shippers and
Captain on the interpretation of the clauses of the charter-party, the Captain will sign papers or official documents as presented to him by the Shippers, in as many copies as required by them in respect of all or part of the cargo on board,
endorsing his objections any discussion on the matter being reserved to Owners. 
  

									
	MADE OUT IN DUPLICATE	 	 	 	 
			
	At Mexico City	 	 	 	At Casablanca
			
	On June 1, 2005	 	 	 	On February 16th , 2005
			
	 THE BUYER,
	 	 	 	 THE SELLER,



					
			
	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 Mourad CHERIF

			
	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 /s/ Mourad Cherif

	 DIRECTOR GENERAL
	 	 	 	 PRESIDENT DIRECTOR GENERAL


  

 Page 3 









			
	 ____________________
	  	 
	 	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS
FM
	 	  	DATED FEBRUARY 16TH, 2005
	 	  	TO THE AGREEMENT BETWEEN OCP AND TI
	 	  	DATED SEPTEMBER 10TH, 1992

  
 APPENDIX 4

  
 The price of (*****) and the price (*****) shall be
determined in accordance with the following: 
  
 1. It is
intended between OCP and INNOPHOS FM that: 
  

	 	•	 	as from (*****), shall be equal (*****) during the semester starting January 1st, and ending June 30th, preceding the considered Contract Year (the reference semester),


  

	 	•	 	as from (*****) 1st, and ending June 30th, preceding the considered Contract Year (the reference semester). 

  
 2. (*****) 
 3.(*****) 










			
	 	  	ADDENDUM N°9 BETWEEN OCP AND INNOPHOS
FM
	 	  	DATED FEBRUARY 16TH, 2005
	 	  	TO THE AGREEMENT BETWEEN OCP AND TI
	 	  	DATED SEPTEMBER 10TH, 1992

  
 APPENDIX 4

  
 4. (*****) 
  

 2. 









					
	 


 Office Chérifien des Phosphates
	  	 	  	


GROUPE OFFICE CHERIFIEN DES PHOSPHATES

  
 SALE CONTRACT
ADDENDUM N°12 
  
 BETWEEN OCP AND RHODIA FM

  
 DATED SEPTEMBER 24TH, 2003 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES
  
 SALE CONTRACT ADDENDUM N°12

BETWEEN OCP AND RHODIA FM
 DATED SEPTEMBER 24TH, 2003


  
 SALE CONTRACT
ADDENDUM N°12 
  
 This Sale contract Addendum N°12
entered into as of the 10th day of September, 2003 by and between: 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCF) 
 Angle route d’El Jadida et Bd de 
 la Grande Ceinture,
CASABLANCA - (MOROCCO) 
  
 ON THE ONE PART,

  
 AND : 
  
 RHODIA FOSFATADOS DE MEXICO S.A. DE C.V. (RHODIA FM) 
 Corporativo Plaza Inn 
 Avenida Insurgentes Sur No. 1971 
 Edificio III Piso 6 
 Colonia Guadalupe Inn 
 C.P. 01020 
 MEXICO, D.F. 
  
 ON THE OTHER PART. 
  
 WITNESSETH 
  
 WHEREAS, OCP and RHODIA FM are parties to that certain Agreement-effective as
of September 10th, 1992, and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5, N°6 and N°7, for sale and purchase of (****) (“Agreement”); and, 
  
 WHEREAS, Article III of the Agreement provides that the parties will execute
a Sale Contract Addendum with respect to the twelveth Contract Year of the Agreement. 
  
 WHEREAS, the parties have agreed that the terms and conditions of the Sale Contract Addendum for the twelveth Contract Year of the term of the Agreement shall be as hereinafter set forth, 
  










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  	  
 SALE CONTRACT ADDENDUM N°12
 BETWEEN OCP AND RHODIA FM
 DATED SEPTEMBER 24TH, 2003
  
 2.


  
 NOW, THEREFORE, OCP
and RHODA FM agree as follows: 
  
 1. PRODUCT

  
 (****) phosphate rock (****). 
  
 2. PERIOD OF DELIVERY 

 
 From September 10th, 2003 to September 9th,
2004, bill of lading dates.  
  
 3.
QUANTITY 
  
 (****) metric
tons Ten percent more or less. 
  
 4. LOADING
PORTS 
  
 (****) or Jorf
Lasfar (Morocco) at OCP’s option. 
  
 5. DISCHARGING
PORT 
  
 Coatzacoalcos,
Veracruz, Mexico.  
  
 6. PRICE 

 
 (****) BPL dry basis (****) or Jorf Lasfar. 
  
 7. PRICE ADJUSTMENT 
  
 During the twelveth Contract Year, the above price shall be adjusted according to final results of analysis of dry basis BPL contents in accordance with Articles 4 and 7 of General Conditions Governing (****) annexed
to the Agreement, on a rise/fall basis of (****) per metric ton per unit (proportionately for fractions) of dry basis BPL content above or below (****). 
  
 8. PAYMENT 
  
 Notwithstanding provisions of Article 6/B of the General Conditions Governing (****) annexed to the Agreement, payment of OCP’s commercial invoices
will be made in US Dollars by way of telegraphic bank transfers through BANQUE MAROCAINE DU COMMERCE EXTERIEUR, 3, Rue Boudreau 75009 Paris (FRANCE) at 30 (THIRTY) days from bill of lading dates. 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  	  
 SALE CONTRACT ADDENDUM N°12
 BETWEEN OCP AND RHODIA FM
 DATED SEPTEMBER 24TH, 2003
  
 3.


  
 In case of delay, for
whatever reason, any amount remaining to be paid shall be increased by an interest to be calculated as from the 31st
day following the bill of lading date according to the terms of Article 6/B of governing General Conditions. 
  
 Any bank charges other than those of the above bank shall be borne by RHODIA FM. 
  
 Other terms of paragraph 6/B of governing General Conditions remain valid. 
  
 9. INVOICING 
  
 The moisture of 1 (ONE) % will be deducted from the bill of lading weight,
and adjustments will be made according to final results of analysis for each cargo as reached in pursuance of Article 4 of the Genera Conditions Governing (****) annexed to the Agreement. 
  
 10. LOADING CONDITIONS  
  

			
	- Loading turn	  	: 12 hours.
	- Loading time	  	: 3 days SHINC for the cargoes between 40,000 and 50,000 metric tons.
	- Other conditions	  	: as per Chartering Conditions on Shipment annexed to the Agreement.

  
 11. LOADING AND
TRIMMING 
  
 Notwithstanding provisions of the first
paragraph of the Article 5/C of General Conditions Governing (****) annexed to the Agreement, OCP shall undertake to load phosphate rock on board RHODIA FM’s vessels. Loading of the cargo at (****) port is accomplished by using the retractable
loading spout at a vertical position, inside the section of hold opening (any special trimming and leveling, if required, shall be borne by the shipowner). 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  	  
 SALE CONTRACT ADDENDUM N°12
 BETWEEN OCP AND RHODIA FM
 DATED SEPTEMBER 24th, 2003
  
 4.


  
 12. AGENCY FEES FOR LOADING BULK
PRODUCT 
  
 Notwithstanding provisions of Article B of
Chartering Conditions on Shipment annexed to the Agreement, the Agency Fees, which will be in force and applied by Moroccan authorities for vessels loading phosphate rock at Moroccan ports, are as follows: 
  

			
	 SHIPS INTAKE

	  	MOROCCAN DIRHAMS


	 From 0 to 1,000 metric tons
	  	(****)
	 From 1,001 to 3,000 metric tons
	  	(****)
	 From 3,001 to 4,000 metric tons
	  	(****)
	 From 4,001 to 5,000 metric tons
	  	(****)
	 From 5,001 to 7,500 metric tons
	  	(****)
	 From 7,501 to 10,000 metric tons
	  	(****)
	 From 10,001 to 12,500 metric tons
	  	(****)
	 From 12,501 to 15,000 metric tons
	  	(****)
	 From 15,001 to 17,500 metric tons
	  	(****)
	 From 17,501 to 20,000 metric tons
	  	(****)
	 From 20,001 to 25,000 metric tons
	  	(****)
	 From 25,001 to 30,000 metric tons
	  	(****)
	 From 30,001 to 35,000 metric tons
	  	(****)
	 From 35,001 to 40,000 metric tons
	  	(****)
	 Above 40,000 metric tons and per
	  	(****)
	 2.000 metric tons or fraction
	  	(****)

  

	 	13.	Except as amended by the terms of this Sale Contract Addendum N°12, the Agreement and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5;
N°6 and N°7 remain unmodified and in full force and effect. 

  

	 	14.	All capitalized terms used in this Sale Contract Addendum N°12, and not otherwise defined herein, shall have the meanings set forth in the Agreement and its Addenda
N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5, N°6 and N°7. 

  
 IN WITNESS WHEREOF, OCP and RHODIA FM have caused this Sale Contract Addendum N°12 to be executed as of the 10th day of September 2003. 
  
 MADE OUT IN DUPLICATE ORIGINALS ON SEPTEMBER 24TH, 2003. 
  

									
	 RHODIA FOSFATADOS DE
 MEXICO S.A.
DE C.V.
	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES
					
	by:	 	 /s/ Illegible
	 	 	 	by:	 	 /s/ Mourad Cherif

	 	 	 Director General
	 	 	 	 	 	 Mourad CHERIF

	 	 	 	 	 	 	 THE DIRECTOR GENERAL,












					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 
	 	  	 

  
 AMENDMENT N°1 DATED APRIL 24TH, 2004 
  
 TO THE SALE CONTRACT ADDENDUM N°12 
  
 DATED
SEPTEMBER 24TH, 2003 
  
 BETWEEN OCP AND
RHODIA FM 
  
 

 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 
	 	  	 
			
	 	 	 	  	 AMENDMENT N°1 TO THE SALE CONTRACT
 ADDENDUM N°12 DATED SEPTEMBER 24TH, 2003
 BETWEEN OCP AND RHODIA FM


  
 AMENDMENT N°1 TO
THE SALE CONTRACT N°12 
  
 This Amendment N°1 to the
Sale Contract Addendum N°12 entered into as of the 10th day of September 2003 by and between: 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 2, Rue Al Abtal – Hay Erraha – CASABLANCA 
 MOROCCO

  
 On the one part, 
  
 AND : 
  
 RHODIA FOSFATADOS DE MEXICO S.A. DE C.V. (RHODIA FM) 
 Avenida Insurgentes Sur N°, 1971 
 Edificio III Piso 6 
 Colonia Guadalupe Inn 
 C.P. 01020 
 MEXICO, D.F. 
  
 On the other part 
  
 WHEREAS, OCP and RHODIA FM are parties to that certain Agreement effective as of September 10th, 1992 and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6 and N°7 for the sale and purchase of (****) (“Agreement”); and, 
  
 WHEREAS, OCP is willing to supply RHODIA FM with phosphate rock (****); and,

  
 WHEREAS, OCP and RHODIA FM are parties to the Sale Contract
Addendum N°12 dated September 24th, 2003; and, 
  
 WHEREAS, OCP and RHODIA FM have agreed that the terms and conditions of the
Sale Contract Addendum N°12 shall be amended as hereinafter set forth. 
  
 

 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 
	 	  	 

  
 AMENDMENT N°1 TO THE SALE CONTRACT 
 ADDENDUM N°12 DATED SEPTEMBER 24TH, 2003 
 BETWEEN OCP AND RHODIA FM 
  
 2.

 NOW, therefore, OCP and RHODIA FM agree as follows: 
  
 1. The Article N°1 of the Sale Contract Addendum N°l2 is hereby amended to read in its entirety as follows:

  
 “1. PRODUCT 
  
 The phosphate rock to be sold and delivered to RHODIA FM during the twelfth Contract Year shall be (****). 
  
 The standard chemical and screen analysis of (****) are hereto annexed as
schedule I and II respectively.” 
  
 2. The Article
N°3 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows: 
  
 “3. QUANTITIES 
  
 (****) 
  
 3. The Article N°6 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows: 
  
 “6. PRICES 
  
 The prices (****) Jorf Lasfar of phosphate rock will be: 
  
 (****) 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 
	 	  	.

  
 AMENDMENT N°1 TO THE SALE CONTRACT 
 ADDENDUM N°12 DATED SEPTEMBER 24TH, 2003 
 BETWEEN OCP AND RHODIA FM 
  
 3

 4. The Article N°7 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows; 
  
 “7. PRICE ADJUSTMENT 
  
 During the twelfth Contract Year, the above prices of (****) shall be adjusted, according to final results of analysis of dry basis (****) in accordance
with Articles 4 and 7 of General Conditions Governing (****) annexed to the Agreement, on a rise/fall basis of (****) per metric ton per unit (proportionately for fractions) of dry basis BPL content above or below (****).” 
  
 5. Except as specifically set forth in this Amendment N°1 of the
terms and conditions of the Sale Contract Addendum N°12 and of the Agreement, as amended, shall continue in full
force and effect. 
  
 6. All capitalized terms used in this
Amendment N°1 and not otherwise defined herein shall have the meanings set forth in the Agreement as amended. 
  
 IN WITNESS WHEREOF, OCP and RHODIA FM have caused this Amendment N°1 to be duly executed as of the 10th day of September 2003. 
  
 MADE OUT IN DUPLICATE ORIGINALS ON APRIL 26TH, 2004 
  

									
	RHODIA FOSFATADOS DE	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES
	MEXICO S.A. DE C.V. (RHODIA FM)	 	 	 	 
					
	BY	 	 /s/ Illegible
	 	 	 	BY	 	 /s/ Mourad Cherif

	 	 	 	 	 	 	 	 	 Mourad CHERIF

	 	 	 	 	 	 	 	 	 DIRECTOR GENERAL











 AMENDMENT N°1 TO THE SALE CONTRACT 
 ADDENDUM N°12 DATED SEPTEMBER 24TH, 2003 
 BETWEEN OCP AND RHODIA FM 
 SCHEDULE I 
  
 GRADE : (****) 
 STANDARD
SPECIFICATIONS 
 CHEMICAL ANALYSIS 
  

			
	 ELEMENTS

	  	PROMINENT (%)


	 BPL
	  	(****)
		
	 CO2
	  	(****)
		
	 SO3
	  	(****)
		
	 SiO2
	  	(****)
		
	 CaO
	  	(****)
		
	 MgO
	  	(****)
		
	 Fe2O3
	  	(****)
		
	 Al2O3
	  	(****)
		
	 Na2O
	  	(****)
		
	 K2O
	  	(****)
		
	 F
	  	(****)
		
	 CI.
	  	(****)
		
	 C. Org.
	  	(****)

  
 ABOVE SPECIFICATIONS ARE GIVEN ON
INDICATION BASIS. 









 AMENDMENT N°1 TO THE SALE CONTRACT 
 ADDENDUM N°12 DATED SEPTEMBER 24TH, 2003 
 BETWEEN OCP AND RHODIA FM 
  
 SCHEDULE II 
  
 GRADE : (****) 
 STANDARD SPECIFICATIONS 
 SCREEN ANALYSIS 
 (Compound oversize) 
  

					
	 SIZING IN MICRONS

	  	PROMINENT (%)


	 Above
	 	 2.000
	  	(****)
			
	 “
	 	 1.000
	  	(****)
			
	 “
	 	    800
	  	(****)
			
	 “
	 	    630
	  	(****)
			
	 “
	 	    500
	  	(****)
			
	 “
	 	    400
	  	(****)
			
	 “
	 	    315
	  	(****)
			
	 “
	 	    200
	  	(****)
			
	 “
	 	    160
	  	(****)
			
	 “
	 	    100
	  	(****)
			
	 “
	 	      80
	  	(****)
			
	 “
	 	      63
	  	(****)
			
	 “
	 	      50
	  	(****)
			
	 “
	 	      40
	  	(****)

  
 ABOVE SPECIFICATIONS ARE GIVEN ON
INDICATION BASIS. 










					
			
	 


 Office Chérifien des Phosphates
	 	 	  	 


 GROUPE OFFICE CHERIFIEN DES PHOSPHATES

	 	  	  
 Casablanca, on September 4th, 200  


  
 DC/E - n°178 
  

			
	 	  	 RHODIA FOSFATADOS DE MEXICO
 S.A. DE C.V.
(RHODIA FM)
 Avenlda Insurgentes Sur N°. 1971
 Edificio III Piso 6
 Colonia Guadalupe Inn
 C.P. 01020
  
 MEXICO, D.F.


  
 LETTER ANNEXED TO
THE AMENDMENT N°1 DATED SEPTEMBER 4TH, 2003 
 TO THE SALE CONTRACT ADDENDUM N°11 DATED AUGUST 3RD, 2002

  
 Dear Sirs, 
  
 Further to our recent discussions and in view of our long term relationship and to further strengthen a mutually profitable co-operation, I am pleased to
confirm you that OFFICE CHERIFIEN DES PHOSPHATES grants you a trial (****) per invoiced metric ton of phosphate rock (****) shipped on September 4th, 2003. 
  
 The corresponding credit note is to be issued together with the commercial
invoice of the shipment. 
  
 As the effort thus made by OFFICE
CHERIFIEN DES PHOSPHATES is a exception, I would highly appreciate your keeping this rebate strictly confidential. 
  
 For the sake of good order, I would be grateful for your returning to me on original copy of this letter duly dated and bearing your signature for
acceptance. 
  

					
	 	 	 	 	Yours faithfully,
	Accepted By	 	 	 	 
			
	/s/ Illegible	 	 	 	/s/ Mourad Cherif
	Illegible	 	 	 	Mourad CHERIF
	 Director General
 On 17 March 200_
	 	 	 	The Director General,

  










					
	

	 	 	 	 
	Office Chérifien des Phosphates	 	 	 	 

  
 AMENDMENT N°2
BETWEEN OCP AND RHODIA FM 
  
 TO THE SALE CONTRACT ADDENDUM
N°12 
  
 DATED SEPTEMBER 24TH, 2003 
  
 

 









 

 
           Office Chérifien des Phosphates 
  
 AMENDMENT N°2 BETWEEN OCP AND RHODIA FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED
SEPTEMBER 24TH, 2003 
  
 AMENDMENT N°2 TO THE SALE CONTRACT ADDENDUM N°12 
  
 This Amendment N°2 to the Sale Contract Addendum N°12 entered into as of the 10th day of September 2003 by and between: 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 Acting for its account and on
behalf of its affiliate 
 (*****) 
 (****) 
 (****) 
  
 on the one part, 
  
 and:

  
 RHODIA FOSFATADOS DE MEXICO, S.A. DE CV. (RHODIA FM) 

Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a
Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz.
C.P.96380–MEXICO 
  
 on the second part.

  
 WHEREAS, OCP and RHODIA FM are parties to that certain
Agreement effective as of September 10th, 1992 and its Addenda N°1, N°2, N°3, N°4 (and its Addendum
N°1), N°5, N°6 and N°7 for the sale and purchase of (*****) (“Agreement”); and, 
  
 WHEREAS, OCP is willing to supply RHODIA FM (*****) 
  
 WHEREAS, OCP and RHODIA FM are parties to the Sale Contract Addendum N°12 dated September 24th, 2003; and, 
  
 WHEREAS, OCP and RHODIA FM have agreed that the terms and conditions of the Sale Contract Addendum N°12 shall be amended as hereinafter set forth.

  
 

 









 

 
           Office Chérifien des Phosphates 
  
 AMENDMENT N°2 BETWEEN OCP AND RHODIA FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED
SEPTEMBER 24TH, 2003 
  
 NOW, therefore, OCP and RHODIA FM agree as follows: 
  
 1. The Sale Contract Addendum N°12 is hereby amended by including thereof the following schedules, attached hereto, which will be an integral
part of the Sale Contract Addendum N°12: 
  

			
	Schedule 1:	  	General Conditions governing (*****) and Chartering Conditions on Shipment of (*****).
		
	Schedule 2:	  	Standard Specifications (Chemical and Screen Analysis) of (*****).

  
 2. The Article
N°1 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows: 
  
 “1. PRODUCTS 
  
 The phosphate rock to be sold and delivered to RHODIA FM shall be (*****).” 
  
 3. The Article N°3 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows:

  
 “3. QUANTITIES 
  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  

	 	•	 	(*****)” 

  
 4. The Article N°4 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows: 
  
 “4. LOADING PORTS 
  

	 	•	 	(*****) 

  

	 	•	 	(*****)” 

  

 2. 








 

 
           Office Chérifien des Phosphates 
  
 AMENDMENT N°2 BETWEEN OCP AND RHODIA FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED
SEPTEMBER 24TH, 2003 
  
 5. The Article N°6 of the Sale Contract Addendum N°12 is hereby amended to read in its entirely as follows: 
  
 “6. PRICES 
  
 The prices of phosphate rock will be: 
  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  

	 	•	 	(*****)” 

  
 6. The Article N°7 of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows: 
  
 “7. PRICE ADJUSTMENT 
  
 7.1. During the twelfth Contract Year, the above prices of (****) are
to be adjusted, according to final results of analysis of dry basis BPL contents in accordance with Articles 4 and 7 of General Conditions Governing (*****) annexed to the Agreement as Appendix 2, on a rise/fall basis of (*****) per metric ton per
unit (proportionately for fractions) of dry basis BPL content above or below (*****). 
  
 7.2. (*****)” 
  
 7. The Article N°8 of the Sale Contract Addendum N°12 is hereby amended by deleting the first paragraph thereof and inserting in its place the following: 
  
 “Notwithstanding provisions of Article 6/B of the General Conditions Governing (*****) annexed to the Agreement as
Appendix 2 and to this Amendment N°2 as Schedule 1 payment of OCP’s (*****) commercial invoices is to be made in US Dollars by way of telegraphic bank transfer through BANQUE MAROCAINE DU COMMERCE EXTERIEUR, 3, Rue Boudreau 75009 Paris
(FRANCE) at 30 (THIRTY) days from bill of lading dates.” 
  

 3. 









			
	 


           Office Chérifien des Phosphates
	  	 
	  	 

  
 AMENDMENT N°2
BETWEEN OCP AND RHODIA FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED SEPTEMBER 24 TH, 2003 
  
 8. The Article N°9 of the Sale Contract Addendum N°12 is
hereby amended to read in its entirety as follows: 
  
 “
9. INVOICING 
  
 The moisture of 1 (ONE) % is to be
deducted from the bill of lading weight. The moisture adjustments are to be made only for (*****) according to final results of analysis for each cargo as reached in pursuance of Article 4 of the General Conditions Governing (*****) annexed to the
Agreement as Appendix 2.” 
  
 9. The Article N°10
of the Sale Contract Addendum N°12 is hereby amended to read in its entirety as follows: 
  
 “10. LOADING CONDITIONS 
  

					
	 - Loading turn
	  	:	  	12 hours.
			
	 - Loading time
	  	:	  	3 days SHINC for the cargoes between 40,000 and 50,000 metric tons.
			
	 - Other conditions
	  	:	  	as per Chartering Conditions on Shipment annexed to the Agreement as Appendix 2 and to the Amendment N°2 as Schedule 1.”

  
 10. The Article
N°12 of the Sale Contract Addendum N°12 is hereby amended by deleting the first paragraph thereof and inserting in its place the following: 
  
 “Notwithstanding provisions of Article B of Chartering Conditions on Shipment annexed to the Agreement as Appendix 2 and to the Amendment N°2 as
Schedule 1, the Agency Fees, which are in force and applied by Moroccan authorities for vessels loading phosphate rock at Moroccan ports, are as follows:” 
  

11. Except as specifically set forth in this Amendment N°2 all the terms and conditions of the Sale Contract Addendum N°12, as amended,
shall continue in full force and effect. 
  

 4. 









			
	 


           Office Chérifien des Phosphates
	  	 
	  	 

  
 AMENDMENT N°2
BETWEEN OCP AND RHODIA FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED SEPTEMBER 24 TH, 2003 
  
 12. All capitalized terms used in this Amendment N°2 and not
otherwise defined herein shall have the meanings set forth in the Sale Contract Addendum No 12 as amended. 
  
 IN WITNESS WHEREOF, OCP and RHODIA FM have caused this Amendment N°2 to be duly executed in duplicate originals as of the 10th day of September 2003. 
  
 MADE OUT IN DUPLICATE ORIGINALS ON AUGUST 12TH, 2004 
  

									
	 At Mexico City
	 	 	 	 At Casablanca

			
	RHODIA FOSFATADOS DE MEXICO, S.A. DE C.V.	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES
					
	 BY:
	 	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 BY:
	 	 Mourad CHERIF

					
	 	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 	 	 /s/ Mourad Cherif

	 	 	 DIRECTOR GENERAL
	 	 	 	 	 	 DIRECTOR GENERAL


  

 5. 









					
	(*****)	 	 	 	 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM
N°12 DATED SEPTEMBER 24TH, 2003


  
 SCHEDULE 1

  
 PHOSPHATE ROCK 
 GENERAL CONDITIONS GOVERNING (*****) 
  
 1. ORIGIN OF PRODUCT 
  
 Phosphate rock supplied by the Seller shall be natural phosphate of line of Moroccan origin. 
  
 2. DELIVERIES - CHARTERING 
  
 A/ - Deliveries shall be made in bulk on board vessels chartered by the Buyer and shall be spread as evenly as possible over all the duration of the sale
contract. 
  
 Phosphate rock of other origins shall not be loaded
on vessels thus chartered without prior authorization, of the Seller. 
  
 B/ - Prior to the chartering of each vessel, the Buyer shall secure the agreement of the Seller on the specifications of the vessel as well as on the quality and quantity of phosphate rock to be loaded and on laydays. 
  
 The Seller shall then indicate the amount of the deposit for disbursements at
the loading port to be made by the Shipowner. 
  
 If the product
to be loaded is available in two ports, it shall be the option of the Seller to load in either of these ports. Such option shall however be announced by the Seller at the latest when he receives the seventy two (72) hours notice provided for in the
“Chartering Conditions on Shipment” annexed hereto. 
  
 With the Seller’s agreement, other lots of the same grade to be shipped to other Receivers may be loaded on board the vessel chartered by the Buyer. In such case, if the various lots are not stowed in separate holds, they will be
invoiced to each Receiver on the basis of the corresponding individual bill of lading; the Seller not being involved in the distribution of the cargo at the unloading port. 
  
 C/ - Vessels for transportation of phosphate rock shall be chartered under the conditions annexed hereto (Chartering
Conditions on Shipment). 
  
 In case the Charter Party signed by
the Buyer does not, for whatever reason, include such conditions or the ship’s Master refuses to abide by them, the Seller shall debit the Buyer with any ensuing difference. 
  
 D/ - Prior to arrival of the vessel at the loading port, the Shipowner shall credit the Seller’s account, at a bank to
be indicated by the latter, with a sufficient deposit in US Dollars to cover disbursements at the loading port, including possible despatch-money. 
  
 Should such a deposit not be made in due time or its amount not be sufficient to cover actual disbursements, the Seller shall reserve the right to refuse
loading or keep the vessel until such time when necessary funds are received. 
  
 

 










					
	 ___________
 (*****)
	 	SCHEDULE 1	 	 


 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM N°12 DATED
 SEPTEMBER 24TH, 2003


  

			
	PHOSPHATE ROCK:	 	 
	 General conditions governing (*****)
	 	 

  
 If however the Seller
were to allow the ship’s Master to hold over payment of whole or part of the amount of the disbursements in pursuance of Clause C of the Chartering Conditions on Shipment, the Buyer shall be advised by the Seller accordingly and shall be
responsible vis-a-vis the Seller for the settlement of all the amount remaining due increased by an interest on arrears of 1% for each month as from the bill of lading date; a portion of a month being counted as a whole month. 
  
 E/ – As soon as the vessel has left the loading port, the Seller shall
inform the Buyer, by telex or telegraph, of the quantity loaded as well as the day and time of departure of the vessel, her estimated date of arrival at the unloading port and, should it be the case, the amount of disbursements or the part of
disbursements which has not been paid in cash. 
  
 3. WEIGHING -
SAMPLING 
  
 A/ – The Buyer has the faculty
to be present or represented at the weighing operations which shall be made while product is being loaded on the vessel. Should this faculty not be used, the weighing operations as performed by the Seller shall be final and only results thereof
shall be binding. 
  
 B/ – For the purpose of establishing
the moisture, BPL and Feral contents of the product, samples shall be drawn during the loading operations according to the usual methods. Phosphate rock thus drawn shall be used to make up six (6) two-bottle samples which shall be sealed by the
Seller. One sample shall be sent to the Buyer by the ship’s mail or by postal mail while the others shall be kept by the Seller for a period of six (6) weeks. 
  
 The Buyer has also the faculty to be present or represented at the sampling operations as described above. Should this
faculty not be used, the operations as performed by the Seller shall be final and only samples thus drawn shall be binding. 
  
 4. ANALYSES 
  
 A/ – As soon as possible after each shipment, the Buyer and the Seller shall exchange, at a date to be agreed upon, the results of analyses
made in their respective laboratories on the samples drawn during the loading operations displaying both moisture content of the product as delivered and dry basis BPL concentration. 
  
 In case the difference between the dry basis BPL contents shown by the two analyses is below or equal to one BPL unit per
cent, the average of moisture contents of the product as delivered and the average of dry basis BPL contents shall be taken into consideration as concerns the corresponding cargo for the drafting of the debit or credit note provided for in Article 7
below. 
  
 B/ – In case the difference between the dry basis
BPL contents shown by the two analyses is above one BPL unit per cent, one of the samples drawn during the loading operations shall be handed over by the Seller to the arbitration laboratory jointly appointed by the two parties. 
  
 Results of the analysis performed by such laboratory shall be accepted as
final by the two parties and shall be taken into consideration for the drafting of the debit or credit note provided for in Article 7 below. 
  
 The cost of the arbitration analysis shall be borne by the party whose own findings display the largest difference with the dry basis BPL content shown by
the arbitration analysis. 
  

 page 2 









					
	 	 	SCHEDULE 1	 	 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM
N°12 DATED
 SEPTEMBER 24TH, 2003


  

			
	PHOSPHATE ROCK:	 	 
	General conditions governing (*****)	 	 

  
 5. PRICE

  
 A/ – The (****) price applies to one metric ton of
dry rock (moisture deducted) and to a dry basis BPL content equal to the grade of reference. 
  
 B/ – The price shall be readjusted according to the final results of analysis for each cargo as reached in persuance of Article 4 above, on a Rise/Fall basis per metric ton and per unit of dry basis BPL content
above or below the grade of reference. 
  
 C/ – The Seller
shall undertake to load and spout trim phosphate rock on board the Buyer’s vessel (excluding any special trimming and levelling, which shall be borne by the Shipowner). 
  
 The cost of this loading operation is included in the price as defined above. 
  
 D/ – With the exception of export tax, all dues, duties and taxes to be
paid under the regulations in force on goods or services or on the vessel for these goods or services when leaving the loading port, including dues, duties and taxes related to import into the receiving country, are not included in the price and
shall therefore be borne by the Buyer when they are not at the Shipowner’s expenses. 
  
 6. INVOICING AND PAYMENT 
  
 A/ – The invoice for each shipment shall be due at the date of the bill of lading. It shall be established, after loading, on the basis of the bill of lading weight minus moisture according to the percentage of
reference. 
  
 B/ – The settlement of the invoice shall be
made by way of irrevocable documentary letter of credit, confirmed by a first class international bank, to be paid at sight against the documents agreed upon by both parties prior to shipment. This letter of credit is to be opened fifteen (15) days
before the vessel’s loading date in favour of the Seller with a bank to be indicated by the latter. It should remain valid for a period of sixty (60) days, which may be extended on the request of either party. Such letter of credit is governed
by the Uniform Customs and Practice for Documentary Credits published by the International Chamber of Commerce (1983 revision, publication Nr 400). All bank charges regarding in particular the opening, amendment, modification, confirmation and
negotiation of the letter of credit shall be borne by the Buyer. 
  
 Debit notes shall be settled in cash by telegraphic transfer. The Buyer, as soon as he issues instructions to the bank for payment, shall send to the Seller a telex specifying the amount paid, the value date and the corresponding invoices
and notes. 
  
 In case of delay, for whatever reason, in the
settlement of all or part of the amount due to the Seller, the amount remaining to be paid shall be increased by an interest to be calculated, in case of invoices, and notes annexed thereto, as from the fifteenth (15th) day following the bill of
lading date, and, in case of separate debit notes, as from the fifteenth (15th) day following the date borne on these. In both cases, such calculation shall be made on the basis of the London Interbank Offered Rate (Libor) at six (6) months, as it
is quoted on the date of the bill of lading, increased by a margin of three (3) per cent per year. Interests on arrears shall themselves be increased, under the same conditions as those applied to the principal sum, by interests to be calculated
after each period of six (6) months. No dues, taxes or duties to be paid in relation with the settlement of interests in the Buyer’s country shall be borne by the Seller. The payment of interests shall be made without any deduction whatsoever.

  

 page 3 









					
	 	 	SCHEDULE 1	 	 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM
N°12 DATED
 SEPTEMBER 24TH, 2003


  

			
	PHOSPHATE ROCK:	 	 
	General conditions governing (*****)	 	 

  
 C/ – Each
delivery being considered as a separate deal, the Seller may suspend deliveries for non-settlement of an invoice or a debit note. 
  
 If the Buyer goes into liquidation or bankruptcy or if he fails, whatever the reason be, to conform to the payment conditions agreed upon, the Seller
shall reserve the right to cancel the contract with respect to the balance of deliveries. As for the quantities already delivered but still floating, the Seller may exercise his right to retain the cargo or the part of the cargo attributed to the
Buyer. 
  
 In both cases, the Buyer shall remain accountable for
the possible charges and damages thereof. 
  
 7.
READJUSTMENT 
  
 A/ – At the end of each
semester, the amount to be invoiced for each of the shipments made during that semester, shall be readjusted according to the moisture content and to the dry basis BPL concentration shown by the corresponding analysis as reached in pursuance of
Article 4 above. 
  
 Such readjustment shall be used as a basis
for a debit or a credit note to be sent by the Seller to the Buyer. 
  
 B/ – In case of dispute over Feral content of a cargo, the Seller shall request the arbitration laboratory to perform an analysis of the element in question on one of the samples drawn during the loading operations. 
  
 Should the arbitration analysis establish that Feral content, at the
departure from the loading port, is higher than 1.5%, the final dry basis BPL content as reached for the price variation shall be diminished by two BPL points per cent for each point of Feral in excess of 1.5% and proportionately for fractions.

  
 C/ – Readjustment shall in no case be accepted as a
justification for delay in payment of invoices and debit notes related to the delivery. 
  
 8. INSURANCE 
  
 Phosphate
rock shall be considered to have been delivered at the moment when it has actually passed on board the vessel at the loading port. 
  
 Insurance against all risks, be they marine or other, covering the value of phosphate rock increased, should it be the case, by disbursements or the part
of disbursements which have not been paid in cash at the loading port, shall not be borne by the Seller who declines any responsibility for damages which may occur to the cargo from the moment when phosphate rock has been loaded. 
  
 9. RESALE AND ASSIGNMENT 
  
 Phosphate rock shall be used in the Buyer’s own plants. It may not be
resold as such without the Seller’s written consent. 
  
 Should the Buyer lose, through transfer of ownership or merger or for any other reason, the property of his plants as they stand at the time of signature of the sale contract, the quantities of product remaining to be delivered shall be
assigned, with the Seller’s consent, to the new owners or successors, whether universal or not. 
  
 The Seller shall however reserve the right simply to cancel the delivery of such quantities and the cancellation in such case shall give rise to no
indemnity. 
  
 10. FORCE MAJEURE 
  
 Any war, any prohibition or restriction, from a Government or local
authority, affecting either the receiving country or the areas involved in 
  

 page 4 









					
	 	  	 	  	 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM N°12 DATED
 SEPTEMBER 24TH, 2003


  
 SCHEDULE 1

  

					
	 PHOSPHATE ROCK:
 General conditions governing
(*****)
	  	 	  	 

  
 the shipping of product, floods,
cyclones, earthquakes, fires, epidemics, general or partial strikes, whenever they may occur, lock-outs, stoppage of production in the Seller’s operations or in the railway system transporting phosphate rock to the loading ports and any other
cause beyond the control of the Seller and which impedes production, transportation or loading of phosphate rock represent, by express agreement, a case of force majeure. The party affected shall have to give notice of the event to the other party
by registered letter and the only justification to be produced by the party affected shall be the evidence of the event invoked. 
  
 In a case such as mentioned above, shipments may be suspended until such hindrances are overcome or removed. Should the interruption of deliveries last
more than three (3) months, the shipments thus delayed may be cancelled by either party and such cancellation shall be notified by registered letter. Cancellation of this nature shall give rise to no indemnity. 
  
 11. SAFEGUARD CLAUSE 
  
 The parties hereby expressly agree that, should the market conditions change
in such a way as to cause a serious harm to either party while the sale contract is being implemented, they shall consult each other in order to take necessary steps to re-establish the equilibrium of the sale contract within the spirit which
prevailed initially. 
  
 12. ARBITRATION 
  
 All disputes arising in connection with the sale contract shall be finally
settled through arbitration to take place in Casablanca under the Rules of Conciliation and Arbitration of the International Chamber of Commerce of Paris by one or more arbitrators appointed in accordance with these Rules, Moroccan law being applied
as to the substance of the matter. 
  
 Judicial acceptance and
enforcement of the arbitration award may be requested by either party from any court having jurisdiction, in any country, on submission of the original copy or a duly certified copy of the award, as well as the original copy or a duly certified copy
of the sale contract. 
  
 The termination of the sale contract
shall not prejudice any rights accruing at or before or in connection with the termination thereof or any remedies or proceedings with respect to such rights. The provisions of the sale contract with regard to arbitration shall have effect
notwithstanding the termination thereof. 
  

					
	MADE OUT IN DUPLICATE	 	 	 	 
			
	At Mexico City	 	 	 	At Casablanca
			
	On June 1, 2005	 	 	 	On AUGUST 12th, 2004
			
	THE BUYER,	 	 	 	THE SELLER,

  

					
	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 Mourad CHERIF

			
	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 /s/ Mourad Cherif

	 DIRECTOR GENERAL
	 	 	 	 PRESIDENT DIRECTOR GENERAL


  

 page 5 









					
	 	 	 	 	 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM
N°12 DATED
 SEPTEMBER 24TH, 2003


  
 SCHEDULE 1

  
 CHARTERING CONDITIONS ON SHIPMENT 
 AFRICANPHOS CIP 
  
 Concerning the chartering which will be effected by Buyers for the transportation of phosphara, the charterparty will have to stipulate the following
conditions: 
  
 A - Before leaving his last port of discharge and
at least three days before arriving at Safi or Jorf Lasfar (****) (****) the Captain has to telegraph to : 
  
 PHOSPHATE-SAFI If loading is at Safi - Telex n°71708 - 71784 
  

Postal address : Office Chêrifien des Phosphates, Service des Embarquements, Bolts Postale 26, Safi 
  
 (****) 
  
 (****) 
  
 (****) 
  
 (****) 
  
 MARPHORE If loading is at Jorf Lasfar - Telex n°78964 
  
 stating the probable date of vessel’s arrival, falling which an extra twenty four hours to be allowed to Shippers for loading. 
  
 In case telegraphic address is not admitted, the Captain will use postal
address as Indicated above. 
  
 B - At loading port, the vessel
shall be consigned for her phosphate cargo and customs business to Shippers. Owners to pay in cash at loading port and according to the total tonnage loaded the sum hereunder stipulated (in Dirhams (DH) per metric ton loaded) as agency fee, Shippers
having the right to choose at their expense the Shipbroker who will attend to Customs formalities: 
  

					
	 from       1 to 3000 tons : 8.500 DH
	 	from 10001 to 12500 tons : 16.000 DH	 	from 25001 to 30000 tons: 27.000 DH
	 from 3001 to 4000 tons : 10.000 DH
	 	from 12501 to 15000 tons : 18.000 DH	 	from 30001 to 35000 tons : 30.000 DH
	 from 4001 to 5000 tons : 11.000 DH
	 	from 15001 to 17500 tons : 20.000 DH	 	from 35001 to 40000 tons : 33.000 DH
	 from 5001 to 7500 tons : 12.000 DH
	 	from 17501 to 20000 tons : 22.000 DH	 	above ............. 40000 tons : 33.000 DH
	 from 7501 to 10000 tons : 14.000 DH
	 	from 20001 to 25000 tons: 24.000 DH	 	plus 1.000 dirhams per 2000 tons or fraction above 40000 tons.

  
 Should the Captain
fall to apply to the Shippers’ Agents named in the present charter, the Owners shall, In any case, pay to Shippers the agency fee mentioned above. 
  
 C - At port of loading, vessel to pay all customary dues and port expenses, all tolls (pages) as well as all other charges customarily paid by the vessel,
at the rates ruling on the date of the bill of lading. In application of the lawful regulations in force In Morocco, Owners shall pay in cash at port of loading all their disbursments Including amounts due by them under clauses B, D and I, A
sufficient amount for ship disbursments only, not exceeding one third of the freight, may be advanced to the Captain if required by him. In any case, an interest on arrears of 1% per month, a portion of month being counted as a whole month, shall be
applied to the amount remaining due. A receipt of the latter to be endorsed on the bills of lading by the Captain. Shippers shall not be held responsible for the employment of these advances. The Shippers decline all responsibility towards Owners or
Charterers, if, in order to avoid delaying the vessel’s departure, they shall be called upon, on justification of the expenses, to advance the Captain amounts over and above one third of the freight. 
  
 D - The vessel will be loaded in turn not exceeding 48 running hours,
Sundays, legal and local holidays included, counting from 7 a.m. or 1 p.m. after the vessel having been admitted in free pratique and written notice having been given to Shippers between usual office hours that she is ready to load. The cargo will
be loaded into vessel’s holds by Shippers. The Owners shall pay in case of FAS sale 2 US Dollars plus value added tax per ton of one thousand kilos loaded (bill of lading weight) for this operation. Levelling or any other special trimming
required by the Captain shall be in all cases at Owners’ expense and risk. 
  
 Vessel to supply free of charge the full use of windlasses, winches and necessary power. All supplementary expenses for working outside usual hours to be for account of the party ordering same and to be charged at the
tariff according to the custom of the port. It is however pointed out that if such work is done at Shippers’ request without the use of the vessel’s derricks, the expenses charged by the Master may not exceed £ 12.00 per shift and
will only be payable for actual hours of working. 
  
 E - Laydays
to commence on expiry of turn according to clause D above or, if there is no turn at 1 p.m. if the vessel compiles with the prescribed conditions before noon, and at 7 a.m. on the following day if she complies with the said conditions after noon,
the Captain or his representative having advised Shippers in writing that he is ready to load and that the vessel, being in free pratique, has occupied the berth indicated by the Shippers. Legal and local holidays, each being considered at a day of
24 hours, and the time between 1 p.m. on Saturday and 7 a.m. on Monday shall not count as laydays, but if the loading proceeds during these periods or before laytime commences, only half time such employed shall be deducted from the time saved for
the calculation of despatch-money. 










					
	 	 	 	 	 AMENDMENT N°2 TO THE SALE
 CONTRACT ADDENDUM
N°12 DATED
 SEPTEMBER 24TH, 2003

			
	 	 	SCHEDULE 1	 	 

  

			
	Chartering Conditions on shipment	 	 
	Africanphos CIP	 	 

  
 If necessary vessels
holds shall be cleaned at vessel’s expense before loading commences. All time occupied in shifting berths at Shippers’ request shall count as laytime. Time showed will be calculated based on the bill of lading weight expressed in metric
tons. 
  
 Days to be of 24 consecutive hours, weather permitting
(portions prorata) force majeure excepted. 
  
 The Captain is to
facilitate the rapid loading of his vessel by all means on board. Vessel shall leave the loading berth as soon as loading is completed if the Captain is required to do so, failing which Owners are to indemnify Shipper for time so lost at the
demurrage rate stipulated in clauses I. Any delays which my be attributed to the vessel or her crew are not to count as layame. 
  
 F - Provided one vessel puts at least two workable hatches as Shippers’ disposal at loading (at (****) , Safi, Jorf Lasfar (****)) the daily rate for
loading to be (in metric tons): 
  

			
	 * 3,000 tons with minimum time of 36 hours allowed for a loaded quantity up to 9,999 tons

		
	 * 3,600 tons for 10,000 to 14,999 tons, loaded quantity
	 	* 7,500 tons for 25,000 to 29,999 tons, loaded quantity
		
	 * 4,500 tons for 15,000 to 19,999 tons, loaded quantity
	 	* 9,000 tons for 30,000 to 39,999 tons, loaded quantity
		
	 * 6,000 tons for 20,000 to 24,999 tons, loaded quantity
	 	* 10,000 tons for 40,000 tons and above.

  
 If however the vessel
provided a lower number of workable hatches than called for above the loading rate to be reduced in proportion to the number of workable hatches put at the Shipper’s disposal. 
  
 The vessel will be loaded in the customary manner alongside the wharf reserved to Shippers at the berth indicated by them
and according to their orders. 
  
 Shippers have the right to load
by day and by night without interruption by all the hatches of the holds intended to receive the cargo. 
  
 G - Shippers guarantee that vessels can load and sail from their usual loading berth with a draught of : 
  

			
	(****) 	  	 
	 At Safi :
	  	30’
	 At Jorf Lasfar :
	  	44’ at berth N°1
	 (****)
	  	 

  
 Should the
vessel’s draft make it necessary to complete loading at another berth or in the roads, Captain to obtain the necessary lighters at Owner’s expense. The risk and cost of transport from the wharf to another berth or to the roads and
transshipment expenses are to be borne by the vessel, and the time spent in loading at such other berth or in the roads and in shifting, not count as laytime. 
  

H - Should loading be rendered impossible in consequence of a strike, lock-out or any other cause of force majeure beyond the Shippers’ control,
letter to give written notice to Receivers-Charterers (eventually by telegram) latest on receipt of the telegraphic notice stipulated in clause A. If vessels have already telegraphed this preliminary notice. Shippers shall notify them and
Receivers-Charterers of the case of force majeure as soon as this is known to them. 
  
 At any time before vessel’s arrival at loading part or before loading commences Receivers-Charterers may notify Shippers of their intention to cancel the charter-party. 
  
 This cancellation is to become effective if which 48 running hours following
the receipt of this notification shipper have not declared that they are able to load. In case the charter-party should be maintained, the time shall count as stipulated in article E above notwithstanding the invocation of the case of force majeure.

  
 At any time during the interruption of the loading owing to
force majeure. Shippers have the right to ask the Receivers-Charterers to cancel the charter-party by giving 48 running hours notice. 
  
 If the vessel has started loading, the Captain to have option of sailing 48 running hours after the interruption through force majeure with the quantity
loaded unless within this delay, shippers declare that they are able to load, time counting notwithstanding the invoked case of force majeure. Should the vessel sail with a part of cargo, shippers could not be mixed up in the discussion between
Charterers and Owners concerning the freight settlement of part of the cargo. 
  
 I - Demurrago at loading port if any, to be paid to Owners at the rate of 0.16 US Dollars per gross register ton per running day (portions prorata). 
  
 For all working time saved as port of loading, Owners to pay in cash to Shippers dispatch-money at half of the demarrago
rate per day (portions prorata). It is understood that dispatch-money will only be calculated on time saved after expiration of the actual turn, if any (see clause E) Any delays which may be attributed to the vessel or her crew shall not count as
laydays. 
  

 Page 2 









					
	 	 	 	 	 AMENDMENT N°2 TO THE SALE

	 	 	 	 	 CONTRACT ADDENDUM N°12 DATED

	 	 	 	 	 SEPTEMBER 24TH, 2003


  
 SCHEDULE 1

  
 Chartering conditions on shipment 
 Africanphos CIP 
  
 J - Should only part of the vessel be chartered, the Owners shall have the option of completing her, in agreement with Charterers and Office Cherifien des
Phosphates, up to a full cargo with other goods, either before or after loading the phosphate. Owners shall ensure under penalty of damages, proper separation of such goods from the phosphate in order to avoid any mixing or communication of
moisture, such goods, however, not to consist of either ore or phosphate of whatsoever origin, unless authorized by the Office Cherifien des Phosphates. Under no circumstances shall the complementary cargo be discharged at the same time as the
phosphats. 
  
 In order to determine moisture of phosphate
acquired during the transport, Captain to receive a sample taken during the loading in accordance with the contract. 
  
 K - In case of dispute between the Shippers and Captain on the Interpretation of the clauses of the charter-party, the Captain will sign papers or
official documents as presented to him by the Shippers. In as many copies as required by them in respect of all or part of the cargo on board, endorsing his objections, any discussion on the matter being reserved to Owners. 
  
 MADE OUT IN DUPLICATE 
  

					
	 At Mexico City
	 	 	 	At Casablanca
			
	 On June 1, 2005
	 	 	 	On AUGUST 12th, 2004
			
	THE BUYER,	 	 	 	THE SELLER,
			
	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 Mourad CHERIF

			
	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 /s/ Mourad Cherif

	 DIRECTOR GENERAL
	 	 	 	 PRESIDENT DIRECTOR GENERAL


  

 Page 3 









					
	 	 	 	 	 AMENDMENT N°2 TO THE SALE

	 	 	 	 	 CONTRACT ADDENDUM N°12 DATED

	 	 	 	 	 SEPTEMBER 24TH, 2003


  
 SCHEDULE 2

 TYPICAL ANALYSIS 
 (*****) 
  
 CHEMICAL ANALYSIS

  

				
	 P205
	  	(	*****)
	 BPL
	  	(	*****)
	 C02
	  	(	*****)
	 S03
	  	(	*****)
	 S102
	  	(	*****)
	 CaO
	  	(	*****)
	 MgO
	  	(	*****)
	 Fe203
	  	(	*****)
	 AL203
	  	(	*****)
	 Na20
	  	(	*****)
	 K20
	  	(	*****)
	 F
	  	(	*****)
	 CL
	  	(	*****)
	 Organic matter
	  	(	*****)

  
 Above
specifications are given on indicative basis. 










					
	 	 	 	 	 AMENDMENT N°2 TO THE SALE

	 	 	 	 	 CONTRACT ADDENDUM N°12 DATED

	 	 	 	 	 SEPTEMBER 24TH, 2003


  
 SCHEDULE 2

  
 TYPICAL ANALYSIS 
 (*****) 
  
 SCREEN ANALYSIS 
  

				
	 > 2,000 microns
	  	(	*****)
	 2,000 - 1,000 microns
	  	(	*****)
	 1,000 -    800 microns
	  	(	*****)
	 800    -    630 microns
	  	(	*****)
	 630    -    500 microns
	  	(	*****)
	 500    -    400 microns
	  	(	*****)
	 400    -    315 microns
	  	(	*****)
	 315    -    200 microns
	  	(	*****)
	 200    -    160 microns
	  	(	*****)
	 160    -    100 microns
	  	(	*****)
	 100    -      80 microns
	  	(	*****)
	 80      -      63 microns
	  	(	*****)
	 63      -      50 microns
	  	(	*****)
	 50      -      40 microns
	  	(	*****)
	               < 40 microns
	  	(	*****)

  
 Above
specifications are given on indicative basis. 
  

 2. 








 

 
           Office Chérifien des Phosphates 
  
 Casablanca, on August 12th, 2004 
  
 DC/E - n° 196 
  
 RHODIA FOSFATADOS DE MEXICO 
 S.A. DE C.V. (RHODIA FM) 
 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a Villahermosa KM.5 
 Coatzacoalcos; Veracruz. C.P.96380 
 MEXICO 
  
 LETTER ANNEXED TO THE AMENDMENT N°2 TO THE SALE CONTRACT 
 ADDENDUM N°12 DATED SEPTEMBER 24TH, 2003 
  
 Dear Sirs, 
  
 Further to our recent discussions and in view of our long term relationship, I am pleased to confirm you that (*****).

  

	 	•	 	(*****) 

  

	 	•	 	(*****) the contribution of (*****) to the freight differential between (****) related to the above vessel. 

  
 The corresponding credit notes are to be issued together with the commercial
invoice of the shipment. 
  
 As the efforts made by (*****) being
an exception, I would highly appreciate your keeping these rebates strictly confidential. 
  
 For the sake of good order, I would be grateful for your returning to me one original copy of this letter duly dated and bearing your signature for acceptance. 
  

	
	Yours faithfully,
	
	 Mourad CHERIF

	
	 /s/ Mourad Cherif

	 DIRECTOR GENERAL



  
 

 









 

 
           Office Chérifien des Phosphates 
  
 AMENDMENT N°3 BETWEEN OCP, RHODIA FM AND INNOPHOS FM 
  
 DATED AUGUST 13th, 2004 
  
 TO THE SALE CONTRACT ADDENDUM N°12 
  
 BETWEEN OCP AND RHODIA FM 
  
 DATED SEPTEMBER 24TH, 2003 
  
 

 









 

 
           Office Chérifien des Phosphates 
  
 AMENDMENT N°3 BETWEEN OCP, RHODIA FM AND INNOPHOS FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED SEPTEMBER 24TH, 2003 
  
 AMENDMENT N°3 TO THE SALE CONTRACT ADDENDUM N°12 
  
 This Amendment N°3 to the Sale Contract Addendum N°12 entered into as of the
13th day of August 2004 by and between : 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 Acting for its account and on behalf of its affiliate  
 (*****) 
 (****) 
 (****) 
 (****)

  
 on the one part, 
  
 and: 
  
 RHODIA FOSFATADOS DE MEXICO S.A. DE C.V. (RHODIA FM) 
 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz. C.P. 96380  
 MEXICO 
  
 on the second part, 
  
 and :

  
 INNOPHOS FOSFATADOS DE MEXICO, S. DE R.L. DE CV. (INNOPHOS FM) 

 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos
Carretera a Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz. C.P.
96380  
 MEXICO 
  
 on the third part. 
  
 W I T N E S S E T H 
  
 WHEREAS, RHODIA FM and OCP are parties to that certain Agreement with an Effective Date of September 10th, 1992, and its Addenda N°1, N°2,
N°3, N°4 (and its Amendment N°1), N°5, N°6, N°7 and N°8, for the sale and purchase of (*****) (“Agreement”); and, 
  
 WHEREAS, RHODIA FM changed its corporate name to INNOPHOS FM, as from August 13th, 2004, retaining all of its assets and liabilities arising from the Agreement; and, 
  
 

 










					
	 


           Office Chérifien des Phosphates
	 	 	  	___________________

  
 AMENDMENT N°3
BETWEEN OCP. RHODIA FM AND INNOPHOS FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED SEPTEMBER 24TH, 2003

  
 WHEREAS, RHODIA FM as a result of its corporate
name change has transferred to INNOPHOS FM all its rights and obligations arising from the Sale Contract Addendum N°12 between OCP and RHODIA FM dated September 24th, 2003, as amended. 
  
 NOW, THEREFORE, it has been agreed the following : 
  
 ARTICLE I 
  
 As of the date of August 13th, 2004, INNOPHOS FM is substituted to RHODIA FM as part to the Sale Contract Addendum N°12 dated September 24th, 2003 and its Amendment N°1 and N°2. Therefore, all rights and obligations arising from the Sale contract Addendum N°12 dated September 24th, 2003 are transferred to, and accepted by, INNOPHOS FM as of the date above mentioned. 
  
 ARTICLE II 
  
 The invoicing of phosphate rock deliveries, to be made under the terms of the Sale Contract Addendum N°12 dated September 24th, 2003, and the debit or credit notes covering moisture and BPL readjustment of the amounts to be invoiced for such deliveries
are to be issued in the name of: 
  
 “RHODIA FOSFATADOS
DE MEXICO S.A. DE CV. 
 Complejo Industrial. Pajaritos Domicilio 
 Conocido SN Pajaritos, Coatzacoalcos, Veracruz, Mexico”. 
  
 ARTICLE III 
  
 Except as amended by the terms of this Amendment N°3, the Sale Contract Addendum N°12, as amended, the Agreement and its Addenda N°1, N°2,
N°3, N°4 (and its Addendum N°1), N°5, N°6, N°7 and N°8 remain unmodified and in full force and effect. 
  

 2. 








 

 
           Office Chérifien des Phosphates 
  
 AMENDMENT N°3 BETWEEN OCP. RHODIA FM AND INNOPHOS FM 
 TO THE SALE CONTRACT ADDENDUM N°12 
 DATED SEPTEMBER 24TH, 2003 
  
 ARTICLE IV 
  
 All capitalized terms used in this Amendment N°3, and not otherwise defined herein, shall have the meanings set forth in the Sale Contract N°12,
the Agreement and its Addenda N°1, N°2, N°3, N°4 (and its Addendum N°1), N°5, N°6, N°7 and N°8. 
  
 IN WITNESS WHEREOF, OCP, RHODIA FM and INNOPHOS FM have caused this Amendment N°3 to the Sale Contract Addendum N°12 to be executed in triplicate
originals as of the 13th day of August 2004. 
  

			
	RHODIA FOSFATADOS DE MEXICO S.A. DE C.V.
		
	By:	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina

	 Name:
	 	 Jose Ramon Gonzalez de Salceda y Urbina

	 Title:
	 	 Director General

	
	INNOPHOS FOSFATADOS DE MEXICO, S. DE R.L. DE CV.
		
	By:	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina

	 Name:
	 	 Jose Ramon Gonzalez de Salceda y Urbina

	 Title:
	 	 Director General

	
	OFFICE CHERIFIEN DES PHOSPHATES
		
	By:	 	 /s/ Mourad Cherif

	 Name:
	 	 Mourad CHERIF

	 Title:
	 	 Director General



  

 3. 








 

 
 Office Chérifien des Phosphates 
  
 SALE CONTRACT ADDENDUM N°14 
  
 BETWEEN OCP AND INNOPHOS FM 
  

DATED FEBRUARY 16TH,
2005 
  
 Period of delivery: from January
1st to December 31st, 2005. 
  
 

 
  
  










					
	

	 	 	  	 
	Office Chérifien des Phosphates	 	 	  	SALE CONTRACT ADDENDUM N°14
	 	 	 	  	BETWEEN OCP AND INNOPHOS FM
	 	 	 	  	DATED FEBRUARY 16TH,
2005

  
 SALE CONTRACT
ADDENDUM N°14 
  
 This Sale Contract Addendum N°14
entered into as of the 1st day of January, 2005 by and between: 
  
 OFFICE CHERIFIEN DES PHOSPHATES (OCP) 
 Acting for its account and on behalf of its affiliate 
 (*****)

 (*****) 
 (*****) 
  
 represented by its Director General 
 Mr. Mourad CHERIF 
  
 on the one part, 
  
 and: 
  
 INNOPHOS FOSFATADOS DE MEXICO, S. DE R.L. DE CV.
(INNOPHOS FM) 
 Domicilio Conocido S/N Complejo Industrial 
 Pajaritos Carretera a Villahermosa KM.5 
 Coatzacoalcos; 
 Veracruz. C.P. 96380 
 MEXICO. 
  
 represented by its Director General 
 Mr.
Jose Ramon Gonzalez de Salceda y Urbina 
  
 on the other
part. 
  
 WITNESSETH 
  
 WHEREAS, OCP and INNOPHOS FM are parties to that certain Agreement effective
as of September 10th, 1992, and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5,
N°6, N°7, N°8 and N°9, for sale and purchase of (*****) (“Agreement”); and, 
  
 WHEREAS, Article III of the Agreement provides that the parties will execute a Sale Contract Addendum with respect to the fourteenth Contract Year of the
Agreement. 
  
 WHEREAS, the parties have agreed that the terms and
conditions of the Sale Contract Addendum for the fourteenth Contract Year of the term of the Agreement shall be as hereinafter set forth, 
 

 
  
  









 

 
 Office Chérifien des Phosphates 
 SALE CONTRACT ADDENDUM N°14 
 BETWEEN OCP AND INNOPHOS FM 
 DATED FEBRUARY 16TH, 2005

  
 NOW, THEREFORE, OCP and INNOPHOS FM agree as follows: 

 
 1. PRODUCTS 
  
 The phosphate rock to be sold and delivered to INNOPHOS FM shall (*****) 
  
 2. PERIOD OF DELIVERY 
  
 From January 1st, 2005 to December 31st,
2005, bill of lading dates. 
  
 3. QUANTITIES 
  
 The quantities of phosphate rock to be supplied during the fourteenth
Contract Year shall be: 
  
  

	 	•	 	(*****) 


	 	•	 	(*****) 

  
 (*****) 
  

 2. 








 

 
 Office Chérifien des Phosphates 
 SALE CONTRACT ADDENDUM N°14 
 BETWEEN OCP AND INNOPHOS FM 
 DATED FEBRUARY 16TH, 2005

  
 4. LOADING PORTS 
  

	 	•	 	(*****) or Jorf Lasfar (Morocco) for (*****). 

  

	 	•	 	(*****). 

  
 5. DISCHARGING PORT 
  
 Coatzacoalcos, Veracruz, Mexico. 
  
 6. PRICES 

 
 The prices of phosphate rock will be: 
  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  

	 	•	 	(*****) 

  
 7. PRICE ADJUSTMENTS 
  
 During the fourteenth Contract Year, the above prices shall be adjusted according to final results of analysis of dry basis BPL contents in accordance with Articles 4 and 7 of General Conditions Governing (*****) annexed to the Agreement as
Appendix 2 and to the Addendum N°9 to the Agreement as Appendix 3, on a rise/fall basis of: 
  

	 	•	 	(****) per metric ton per unit (proportionately for fraction of dry basis BPL content above or below (****). 

  

	 	•	 	(****) per metric ton per unit (proportionately for fraction of dry basis BPL content above or below (****). 

  
 8. PAYMENT 
  
 Notwithstanding provisions of Article 6/B of the General Conditions Governing (*****) annexed to the Agreement as Appendix 2
and to the Addendum N°9 to the Agreement as Appendix 3, payment of OCP’s and (*****) commercial invoices is to be made in US Dollars by way of telegraphic bank transfer through BANQUE MAROCAINE DU COMMERCE EXTERIEUR, 3, Rue Boudreau 75009
Paris (FRANCE) at 30 (THIRTY) days from bill of lading dates. 
  

 3. 








 

 
 Office Chérifien des Phosphates 
  
 SALE CONTRACT ADDENDUM N°14 
 BETWEEN OCP AMP INNOPHOS FM 
 DATED FEBRUARY 16TH, 2005 
  
 In case of delay, for whatever reason, any amount remaining to be paid is to be increased by an interest to be calculated as from the 31st day following the bill of lading date according to the terms of Article 6/B of governing General Conditions. 
  
 Any bank charges other than those of the above bank shall be borne by
INNOPHOS FM. 
  
 Other terms of paragraph 6/B of governing
General Conditions remain valid. 
  
 9. INVOICING 
  
 The moisture of 1 (ONE) % will be deducted from the bill of lading weight,
and adjustments will be made according to final results of analysis for each cargo as reached in pursuance of Article 4 of the General Conditions Governing (*****) annexed to the Agreement as Appendix 2 and to the Addendum N°9 to the Agreement
as Appendix 3. 
  
 10. LOADING CONDITIONS 
  

					
	 •      Loading turn
	 	:	  	12 hours.
	 •      Loading time
	 	:	  	3 days SHINC for the cargoes between 40,000 and 50,000 metric tons.
	 •      Other conditions
	 	:	  	as per Chartering Conditions on Shipment annexed to the Agreement as Appendix 2 and to the Addendum N°9 to the Agreement as Appendix 3.

  
 11. LOADING AND TRIMMING AT
(****) PORT 
  
 Notwithstanding provisions of the first
paragraph of the Article 5/C of General Conditions Governing (*****) annexed to the Agreement as Appendix 2, OCP shall undertake to load phosphate rock on board INNOPHOS FM’s vessels. Loading of the cargo at (*****) port is accomplished by
using the retractable loading spout at a vertical position, inside the section of hold opening (any special trimming and levelling, if required, shall be borne by the ship-owner). 
  

 4. 








 

 
 Office Chérifien des Phosphates 
  
 SALE CONTRACT ADDENDUM N°14 
 BETWEEN OCP AND INNOPHOS FM 
 DATED FEBRUARY 16TH, 2005 
  
 12. AGENCY FEES FOR LOADING BULK PRODUCT 
  
 Notwithstanding provisions of Article B of Chartering Conditions on Shipment annexed to the Agreement as Appendix 2 and to the Addendum N°9 to the Agreement as Appendix 3, the Agency Fees, which will be in force
and applied by Moroccan authorities for vessels loading phosphate rock at Moroccan ports, are as follows: 
  

				
	 SHIPS INTAKE

	  	MOROCCAN DIRHAMS

	 
	 From          0 to   1,000 metric tons
	  	(	*****)
	 From   1,001 to   3,000 metric tons
	  	(	*****)
	 From   3,001 to   4,000 metric tons
	  	(	*****)
	 From   4,001 to   5,000 metric tons
	  	(	*****)
	 From   5,001 to   7,500 metric tons
	  	(	*****)
	 From   7,501 to 10,000 metric tons
	  	(	*****)
	 From 10,001 to 12,500 metric tons
	  	(	*****)
	 From 12,501 to 15,000 metric tons
	  	(	*****)
	 From 15,001 to 17,500 metric tons
	  	(	*****)
	 From 17,501 to 20,000 metric tons
	  	(	*****)
	 From 20,001 to 25,000 metric tons
	  	(	*****)
	 From 25,001 to 30,000 metric tons
	  	(	*****)
	 From 30,001 to 35,000 metric tons
	  	(	*****)
	 From 35,001 to 40,000 metric tons
	  	(	*****)
	 Above 40,000 metric tons and per 2.000 metric tons or fraction
	  	(	*****)

  

	13.	Except as amended by the terms of this Sale Contract Addendum N°14, the Agreement and its Addenda N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5;
N°6, N°7, N°8 and N°9 remain unmodified and in full force and effect. 

  

	14.	All capitalized terms used in this Sale Contract Addendum N°14, and not otherwise defined herein, shall have the meanings set forth in the Agreement and its Addenda
N°1, N°2, N°3, N°4 (and its Amendment N°1), N°5, N°6, N°7, N°8 and N°9. 

  
 IN WITNESS WHEREOF, OCP and INNOPHOS FM have caused this Sale Contract Addendum N°14 to be executed as of the 1st day of January 2005. 
  
 MADE OUT IN DUPLICATE ORIGINALS ON FEBRUARY 16TH, 2005. 
  

									
	INNOPHOS FOSFATADOS DE MEXICO, S DE R.L. DE CV	 	 	 	OFFICE CHERIFIEN DES PHOSPHATES
					
	 BY:
	 	 Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 BY:
	 	 Mourad CHERIF

					
	 	 	 /s/ Jose Ramon Gonzalez de Salceda y Urbina
	 	 	 	 	 	 /s/ Mourad Cherif

	 	 	 DIRECTOR GENERAL
	 	 	 	 	 	 DIRECTOR GENERAL


  

 5.