FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2023 • Mosaic Co • Agricultural chemicals • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 19, 2021, among THE MOSAIC COMPANY, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders”, and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2006 • Mosaic Co • Agricultural chemicals • New York
This REGISTRATION RIGHTS AGREEMENT dated December 1, 2006 (the “Agreement”) is entered into by and among The Mosaic Company, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Scotia Capital (USA) Inc., UBS Securities LLC, ABN AMRO Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”). The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated November 16, 2006 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $475,000,000 principal amount of the Company’s 7 3/8% Senior Notes due 2014 (the “Securities”) and $475,000,000 principal amount of the Company’s 7 5/8% Senior Notes due 2016, in each case, which will be guaranteed on an unsecured senior basis by each of
THE MOSAIC COMPANY $400,000,000 5.375% Senior Notes Due 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2023 • Mosaic Co • Agricultural chemicals • New York
18,000,000 Shares of Common Stock, par value $0.01 per share The Mosaic Company UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2011 • Mosaic Co • Agricultural chemicals • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York
This Supplemental Indenture (this “Supplemental Indenture”), dated as of January 5, 2005, is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the “Company”), The Mosaic Company, a Delaware corporation (“Mosaic”), Mosaic Fertilizer, LLC, a Delaware limited liability company (“Mosaic Fertilizer”), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (“Mosaic Crop Nutrition”), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the “Trustee”).
MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC CROP NUTRITION, LLC and THE BANK OF NEW YORK, as TrusteeSupplemental Indenture • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 04, 2005, among MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), a Delaware corporation, as issuer (the “Company” or “IMC”), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware limited liability company, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).
THE MOSAIC COMPANY TSR PERFORMANCE UNIT AWARD AGREEMENT (201[_] Award) (Total Shareholder Return)TSR Performance Unit Award Agreement • March 13th, 2019 • Mosaic Co • Agricultural chemicals • Delaware
This PERFORMANCE UNIT AWARD AGREEMENT (the “Award Agreement”) is made this ____ day of ________, 201[__] (the “Grant Date”), from The Mosaic Company, a Delaware corporation (the “Company”) to _____ (the “Participant”). The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.
SENIOR MANAGEMENT SEVERANCE AND CHANGE IN CONTROL AGREEMENTSenior Management Severance and Change in Control Agreement • May 3rd, 2017 • Mosaic Co • Agricultural chemicals • Minnesota
This Senior Management Severance and Change in Control Agreement (“Agreement”) is made and entered into effective as of the _____ day of ____________, 2017 (“Agreement Date”) between THE MOSAIC COMPANY (the “Company”), having its principal place of business in Minnesota, and ____________ (“Employee”), a resident of ____________, Minnesota, for the purpose of providing for certain benefits in the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below.
THE MOSAIC COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT (202[_] Award)Restricted Stock Unit Award Agreement • May 5th, 2020 • Mosaic Co • Agricultural chemicals • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is dated this ____ day of ________, 202[__], from The Mosaic Company, a Delaware corporation (the “Company”) to _____ (the “Participant”). The “Grant Date” shall be ________, 202[__]. The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2008 • Mosaic Co • Agricultural chemicals • Delaware
This Indemnification Agreement, dated as of , 20 , is made by and between The Mosaic Company, a Delaware corporation (the “Company”), and (the “Indemnitee”).
THE MOSAIC COMPANY PERFORMANCE UNIT AWARD AGREEMENT (201[ ] Award) (Total Shareholder Return)Performance Unit Award Agreement • May 6th, 2014 • Mosaic Co • Agricultural chemicals • Delaware
This PERFORMANCE UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , 201[ ] (the “Grant Date”), by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”). The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.
Seller: South Fort Meade Land Mgt. Contract No: 22166 Address: 3989 S. Dixianna Dr. Date of Contract: Feb 07, 2006 Bowling Green, FL 33834 Mutual Member: Yes Citrus Tariff Fund: YesFruit Purchase Contract • April 9th, 2007 • Mosaic Co • Agricultural chemicals • Florida
THE MOSAIC COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT (201[ ] Award)Restricted Stock Unit Award Agreement • May 6th, 2014 • Mosaic Co • Agricultural chemicals • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , 201[ ], by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”). The “Grant Date” shall be , 201[ ]. The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2006 • Mosaic Co • Agricultural chemicals • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 1, 2005 by and between The Mosaic Company, a Delaware corporation (the “Company”), and U.S. Agri-Chemicals Corporation, a Florida corporation (“USAC”).
THE MOSAIC COMPANY ROIC PERFORMANCE UNIT AWARD AGREEMENT (201[_] Award) (Return on Invested Capital)Performance Unit Award Agreement • May 4th, 2016 • Mosaic Co • Agricultural chemicals • Delaware
This PERFORMANCE UNIT AWARD AGREEMENT (the “Award Agreement”) is made this ____ day of ________, 201[__] (the “Grant Date”), from The Mosaic Company, a Delaware corporation (the “Company”), to _____ (the “Participant”). The “Performance Period” shall begin on January 1, 20[16] and end on December 31, 20[18].
ASSET PURCHASE AGREEMENT among CF INDUSTRIES HOLDINGS, INC., CF INDUSTRIES, INC. and THE MOSAIC COMPANY Dated as of October 28, 2013Asset Purchase Agreement • October 29th, 2013 • Mosaic Co • Agricultural chemicals • Delaware
This ASSET PURCHASE AGREEMENT is made as of the 28th day of October, 2013, by and among THE MOSAIC COMPANY, a Delaware corporation (“Buyer”), CF INDUSTRIES, INC., a Delaware corporation (“Seller”) and, solely with respect to Sections 7.1 and 15.16, CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Parent”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • January 19th, 2005 • Mosaic Co • Agricultural chemicals • New York
This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of January 4, 2005 is by and among Phosphate Acquisition Partners L.P., a Delaware limited partnership (as successor to Phosphate Resource Partners Limited Partnership (formerly known as Freeport-McMoRan Resource Partners, Limited Partnership)) (the “Issuer”), The Mosaic Company, a Delaware corporation (“Mosaic”), Mosaic Fertilizer, LLC, a Delaware limited liability company (“Mosaic Fertilizer”), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (“Mosaic Crop Nutrition”), and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), a national banking association, as trustee under the Original Indenture referred to below (the “Trustee”).
THE MOSAIC COMPANY 34,176,574 Shares of Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Mosaic Co • Agricultural chemicals • New York
AMENDED AND RESTATED SENIOR MANAGEMENT SEVERANCE AND CHANGE IN CONTROL AGREEMENTSenior Management Severance and Change in Control Agreement • April 25th, 2007 • Mosaic Co • Agricultural chemicals • Minnesota
This Amended and Restated Senior Management Severance and Change in Control Agreement (“Agreement”) is made and entered into effective as of [ENTER DATE] (“Agreement Date”) between THE MOSAIC COMPANY (the “Company”), having its principal place of business in Minnesota, and [NAME IN ALL CAPS] (“Employee”), a resident of [ENTER CITY AND STATE], for the purpose of providing for certain benefits in the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below.
AMENDED & RESTATED GOVERNANCE AGREEMENT among THE MOSAIC COMPANY, GNS II (U.S.) CORP. and THE STOCKHOLDER PARTIES HERETO Dated as of May 25, 2011Governance Agreement • May 25th, 2011 • Mosaic Co • Agricultural chemicals • Delaware
AMENDED AND RESTATED GOVERNANCE AGREEMENT, dated as of May 25, 2011 (this “Agreement”), among GNS II (U.S.) CORP., a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Company” (the “Company”), THE MOSAIC COMPANY, a Delaware corporation which following consummation of the Merger will be renamed “The Mosaic Holding Company” and will be a wholly-owned subsidiary of the Company (“Old Mosaic”), and EACH OF THE OTHER PARTIES HERETO (each, a “Stockholder” and, collectively, the “Stockholders”).
SENIOR MANAGEMENT SEVERANCE AGREEMENTSenior Management Severance Agreement • August 11th, 2006 • Mosaic Co • Agricultural chemicals • Minnesota
This Senior Management Severance Agreement (“Agreement”) is made and entered into effective as of (“Agreement Date”) between THE MOSAIC COMPANY (the “Company”), having its principal place of business in Minnesota, and (“Employee”), a resident of , for the purpose of providing for certain benefits in the event of termination of Employee’s employment by the Company without Cause or by Employee for Good Reason, according to the terms, conditions, and obligations set forth below.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 22nd, 2004 • Mosaic Co • Agricultural chemicals • Delaware
INVESTOR RIGHTS AGREEMENT dated as of January 26, 2004 (this “Agreement”) between Cargill, Incorporated, a Delaware corporation (“Cargill”), and Global Nutrition Solutions, Inc., a Delaware corporation (the “Company”).
THE MOSAIC COMPANY CASH-SETTLED TSR PERFORMANCE UNIT AWARD AGREEMENT (202[_] Award) (Total Shareholder Return)Settled TSR Performance Unit Award Agreement • May 5th, 2020 • Mosaic Co • Agricultural chemicals • Delaware
This CASH-SETTLED TSR PERFORMANCE UNIT AWARD AGREEMENT (the “Award Agreement”) is made this ____ day of ________, 202[__] (the “Grant Date”), from The Mosaic Company, a Delaware corporation (the “Company”) to _____ (“Participant”). The “Performance Period” shall begin on March 1, 2020 and end on February 28, 2023.
THE MOSAIC COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 2nd, 2006 • Mosaic Co • Agricultural chemicals • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , , by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”).
ContractCredit Agreement • December 19th, 2005 • Mosaic Co • Agricultural chemicals • New York
SECOND AMENDMENT dated as of December 13, 2005, to the Credit Agreement dated as of February 18, 2005, as amended (the “Credit Agreement”), among THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC GLOBAL HOLDINGS INC., MOSAIC POTASH COLONSAY ULC, the Foreign Borrowing Subsidiaries party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SUPPLY AGREEMENT ArgentinaSupply Agreement • July 29th, 2008 • Mosaic Co • Agricultural chemicals • Florida
This Contract constitutes a purchase of the Commodity by Buyer from Mosaic Fertilizer, LLC on the terms and conditions set forth above and the attached Additional Terms and Conditions. Retention of this Contract without immediate written objection to specific terms and conditions shall constitute Buyer’s acceptance of all terms and conditions incorporated herein. In the event of any inconsistency between this Contract and Buyer’s contract, the terms and conditions hereof shall control.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, EXTENSION AGREEMENT, AND INCREASE AGREEMENTCredit Agreement • July 27th, 2020 • Mosaic Co • Agricultural chemicals • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2016 among THE MOSAIC COMPANY, a Delaware corporation, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOFPARTY HERETO (each individually referred to herein as a “Lender” and collectively as “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, as “Administrative Agent”).
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • July 29th, 2008 • Mosaic Co • Agricultural chemicals
On the one hand, the SUPPLIER, namely MOSAIC FERTILIZANTES DO BRASIL S.A., with its principal offices at Avenida Morumbi, 8234, 3º andar, CNPJ no. 61.156.501/0001-56, IE no. 103.693.373.118, here represented according to its articles of incorporation; and on the other hand, the PURCHASER, namely CARGILL AGRÍCOLA S.A., with its principal offices at Avenida Morumbi, 8234, CNPJ no. 60.498.706/0001-57 and IE no. 104.871.489.118, here represented according to its articles of incorporation and hereinafter simply called the PURCHASER, hereby agree to the following:
THE MOSAIC COMPANY GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENTGlobal Restricted Stock Unit Award Agreement • November 8th, 2023 • Mosaic Co • Agricultural chemicals • Delaware
This GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT, including any additional terms and conditions for non-U.S. Participants set forth in the Appendix attached hereto (the “Appendix,” and together with the Global Restricted Stock Unit Award Agreement, the “Award Agreement”) is dated this ____ day of ________, 202[__], from The Mosaic Company, a Delaware corporation (the “Company”) to _____ (the “Participant”). The “Grant Date” shall be ________, 202[__]. The “Performance Period” shall begin on the Grant Date and end on the date that is three (3) years after the Grant Date.
SUPPLY AGREEMENT FEED GRADE PHOSPHATES (MONOCAL) PHILIPPINESSupply Agreement • October 7th, 2005 • Mosaic Co • Agricultural chemicals
TO SELLER: These terms and any general or supplemental conditions attached to this Supply Agreement are essential terms of this order. Our purchase from you is subject to the following terms and conditions (hereafter, “contract”):
AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 18, 2005 As Amended and Restated As of December 1, 2006 among THE MOSAIC COMPANY MOSAIC FERTILIZER, LLC MOSAIC GLOBAL HOLDINGS INC. MOSAIC POTASH COLONSAY ULC The Foreign Borrowing...Credit Agreement • December 7th, 2006 • Mosaic Co • Agricultural chemicals • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 1, 2006 among THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC GLOBAL HOLDINGS INC., MOSAIC POTASH COLONSAY ULC, the FOREIGN BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
NON-QUALIFIED STOCK OPTION AGREEMENT (201[_] Award)Non-Qualified Stock Option Agreement • May 4th, 2016 • Mosaic Co • Agricultural chemicals • Delaware
This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) is dated this ____ day of ________, 201[__], from The Mosaic Company, a Delaware corporation (the “Company”), and __________ (the “Participant”). The “Grant Date” shall be ________, 201[__].
THE MOSAIC COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 2nd, 2006 • Mosaic Co • Agricultural chemicals • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this day of , , by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”).
FERTILIZER AGENCY AGREEMENTFertilizer Agency Agreement • April 9th, 2008 • Mosaic Co • Agricultural chemicals • Manitoba
WHEREAS, PRINCIPAL and its Affiliates are engaged in the manufacture and sale of certain fertilizers (the “Products”) more specifically set forth in Schedule “A”, and Schedule “B” as may be amended from time to time;
THE MOSAIC COMPANY NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 2nd, 2006 • Mosaic Co • Agricultural chemicals • Delaware
This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this 1st day of August, 2005, by and between The Mosaic Company, a Delaware corporation (the “Company”) and (the “Participant”).
