Mosaic Crop Nutrition, LLC Sample Contracts

FORM OF SUPPLEMENTAL INDENTURE
Supplemental Indenture • November 12th, 2004 • Mosaic Crop Nutrition, LLC • Agricultural chemicals • New York

This Supplemental Indenture (this “Supplemental Indenture”), dated as of [ ], 2004, 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”).

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MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC CROP NUTRITION, LLC and BNY MIDWEST TRUST COMPANY, as Trustee
Supplemental Indenture • November 12th, 2004 • Mosaic Crop Nutrition, LLC • Agricultural chemicals • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , , among MOSAIC GLOBAL HOLDINGS, INC., (formerly known as IMC GLOBAL INC.), a Delaware corporation, as issuer (the “Company”), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware limited liability company and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (the “Trustee”).

CREDIT AGREEMENT dated as of October 22, 2004 among THE MOSAIC COMPANY The Lenders Party Hereto JPMORGAN CHASE BANK, as Administrative Agent
Credit Agreement • November 12th, 2004 • Mosaic Crop Nutrition, LLC • Agricultural chemicals • New York
FORM OF FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • November 12th, 2004 • Mosaic Crop Nutrition, LLC • Agricultural chemicals • New York

This Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of [ ], 2004, 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 (formerly known as Chemical Bank), a New York banking corporation, as trustee under the Original Indenture referred to below (the “Trustee”).

MOSAIC CROP NUTRITION, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • November 12th, 2004 • Mosaic Crop Nutrition, LLC • Agricultural chemicals • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, effective as of November 4, 2004, is made and entered into by the undersigned member set forth on Schedule A attached hereto (the “Member”).

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