AMENDMENT TO THE STOCKHOLDERS AGREEMENT
Exhibit 4.3
AMENDMENT TO THE STOCKHOLDERS AGREEMENT
THIS AMENDMENT dated as of November 1, 2006 (the “Amendment”) to the Stockholders Agreement dated as of August 13, 2004 (the “Stockholders Agreement”) by and among Innophos Holdings, Inc., a Delaware corporation (the “Company”) and the other parties signatory thereto (the “Stockholders”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in the Stockholders Agreement.
WHEREAS, in accordance with Section 11 of the Stockholders Agreement, the Company and the Bain Holders desire to amend the Stockholders Agreement to delete certain provisions thereof.
NOW, THEREFORE, the parties hereto hereby agree as follows:
| 1. | Amendment to Stockholders Agreement. Sections 1, 2, 3, 4 5, 6, 7 and 8 of the Stockholders Agreement are hereby deleted in their entirety and replaced with the following: |
“[Intentionally Omitted]”
| 2. | Other Provisions to Remain In Effect. Except as amended, waived or otherwise modified hereby, the Stockholders Agreement remains in full force and effect. |
| 3. | Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute on instrument. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Stockholders Agreement to be duly executed and delivered as of the date first above written.
| INNOPHOS HOLDINGS, INC. | ||
| By: | /s/ Randolph E. Gress | |
| Name: |
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| Title: |
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| BAIN CAPITAL FUND VII, LLC | ||
| By: | Bain Capital Fund VII, L.P., its sole member | |
| By: | Bain Capital Partners VII, L.P., its General Partner | |
| By: | Bain Capital Investors, LLC, its General Partner | |
| BY: | /s/ Stephen Zide | |
| Managing Director | ||
| BAIN CAPITAL FUND VIII, LLC | ||
| By: | Bain Capital Fund VIII, L.P., its sole member | |
| By: | Bain Capital Partners VIII, L.P., its General Partner | |
| By: | Bain Capital Investors, LLC, its General Partner | |
| BY: | /s/ Stephen Zide | |
| Managing Director | ||
| BCIP ASSOCIATES III, LLC | ||
| By: | BCIP Associates III, its Manager | |
| By: | Bain Capital Investors, LLC, its Managing Partner | |
| BY: | /s/ Stephen Zide | |
| Managing Director | ||
| BCIP TRUST ASSOCIATES III, LLC | ||
| By: | BCIP Trust Associates III, its Manager | |
| By: | Bain Capital Investors, LLC, its Managing Partner | |
| BY: | /s/ Stephen Zide | |
| Managing Director | ||
| BCIP ASSOCIATES III-B, LLC | ||
| By: | BCIP Associates III-B, its Manager | |
| By: | Bain Capital Investors, LLC, its Managing Partner | |
| BY: | /s/ Stephen Zide | |
| Managing Director | ||
| BCIP TRUST ASSOCIATES III-B, LLC | ||
| By: | BCIP Trust Associates III-B, its Manager | |
| By: | Bain Capital Investors, LLC, its Managing Partner | |
| BY: | /s/ Stephen Zide | |
| Managing Director | ||
