FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, EXTENSION AGREEMENT, AND INCREASE AGREEMENT

EXECUTION VERSION

The Florida Documentary Stamp Tax owing with respect to this document and the promissory notes affected by this document is being paid in full.

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, EXTENSION AGREEMENT, AND INCREASE AGREEMENT

DATED AS OF JULY 24, 2020

AMONG

THE MOSAIC COMPANY,
as Borrower,

THE LENDERS (INCLUDING THE SWING LINE LENDER
AND EACH ISSUING LENDER) PARTY HERETO,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agent

THE BANK OF NOVA SCOTIA,

MUFG BANK, XXX.

XXXX OF MONTREAL,

BNP PARIBAS,

JPMORGAN CHASE BANK, N.A.,

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

XXXXX FARGO SECURITIES, LLC,

U.S. BANK NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

BMO CAPITAL MARKETS CORP.,

BNP PARIBAS SECURITIES CORP.,

JPMORGAN CHASE BANK, N.A.,

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners

CHAR1\1735555v4

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, EXTENSION AGREEMENT, AND INCREASE AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, EXTENSION AGREEMENT, AND INCREASE AGREEMENT (this “Agreement”) is entered into as of July 24, 2020 (the “First Amendment Effective Date”) among THE MOSAIC COMPANY, a Delaware corporation (the “Borrower”), the Lenders (including the Swing Line Lender and each Issuing Lender) party hereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as applicable.

RECITALS

WHEREAS, the Borrower, the Lenders (including the Swing Line Lender and the Issuing Lenders) from time to time party thereto, and Xxxxx Fargo Bank, National Association, as the Administrative Agent, entered into that certain Second Amended and Restated Credit Agreement, dated as of November 18, 2016 (as amended, restated, amended and restated, supplemented, extended, replaced or otherwise modified from time to time prior to the First Amendment Effective Date, the “Existing Credit Agreement”);

WHEREAS, pursuant to subsection 2.12 of the Existing Credit Agreement (and subject to the waiver set forth in Section 5), the Borrower has requested that each Revolving Lender extend such Revolving Lender’s Revolving Loan Commitment Termination Date for an additional one year to November 18, 2022 (the “Extension”);

WHEREAS, pursuant to subsection 2.10 of the Existing Credit Agreement, the Borrower has requested that the Revolving Loan Commitments be increased such that, after giving effect thereto, the Revolving Loan Commitment Amount as of the First Amendment Effective Date shall be $2,200,000,000 (the “Revolving Loan Commitment Increase”);

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth below (including amendments necessary to effect the Extension and the Revolving Loan Commitment Increase), subject to the terms and conditions specified in this Agreement; and

WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement (including amendments necessary to effect the Extension and the Revolving Loan Commitment Increase), subject to the terms and conditions specified in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Existing Credit Agreement; Effect of this Agreement; No Impairment.

(a)Effective as of the First Amendment Effective Date, the Borrower, the Lenders (including the Swing Line Lender and each Issuing Lender) party hereto, and the Administrative Agent agree that: (i) the Existing Credit Agreement is hereby amended to (A) delete the stricken text (indicated textually in the same manner as the following example: stricken text), and (B) add the bold underlined text (indicated textually in the same manner as the following example: double underlined text), in each case as set forth in the credit agreement attached hereto as Annex A

CHAR1\1735555v4

(the Existing Credit Agreement, as amended as set forth on Annex A attached hereto, the “Amended Credit Agreement”); and (ii) Schedules 2.1 and 10.8 to the Existing Credit Agreement are amended to read in the forms of Schedules 2.1 and 10.8 attached hereto, respectively.

(b)Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect. The Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement shall mean a reference to the Amended Credit Agreement. The Amended Credit Agreement is not a novation of the Existing Credit Agreement.

(c)This Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, any Lender, any Issuing Lender or the Swing Line Lender under the Existing Credit Agreement or any other Loan Document, and except as set forth herein shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document.

2. Conditions Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following:

(i) executed counterparts of this Agreement duly executed by the Borrower, each Lender (including in its capacities as an Issuing Lender and the Swing Line Lender, as applicable), and the Administrative Agent;

(ii) a certificate duly executed by the chief financial officer or treasurer of the Borrower certifying (A) that the conditions set forth in Section 2(b), Section 2(c) and Section 2(d) have been satisfied on the First Amendment Effective Date, and (B) to the Debt Ratings issued most recently prior to the First Amendment Effective Date;

(iii) a certificate duly executed by the secretary or assistant secretary of the Borrower certifying to and attaching (A) copies of the Organizational Documents of the Borrower, certified by the Secretary of State of the Borrower’s jurisdiction of incorporation as of a recent date prior to the First Amendment Effective Date, (B) a good standing certificate from the appropriate governmental officer of the Borrower’s jurisdiction of incorporation dated as of a recent date prior to the First Amendment Effective Date, (C) resolutions of the Governing Body of the Borrower approving and authorizing the execution and delivery of this Agreement and the performance of this Agreement and the transactions contemplated hereby, and (D) signature and incumbency certificates of the officers of the Borrower executing this Agreement and the other Loan Documents; and

(iv) executed copies of the opinions of Xxxx X. Xxxxxxxx, general counsel for the Borrower, and Xxxxxx & Whitney LLP, special counsel for the Borrower, all dated as of the First Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent.

CHAR1\1735555v4 2

(b) No event has occurred and is continuing, or would result from giving effect to the Extension, the Revolving Loan Commitment Increase, and the other transactions contemplated by this Agreement, that would constitute an Event of Default or a Potential Event of Default.

(c) After giving effect to the Extension, the Revolving Loan Commitment Increase, and the other transactions contemplated by this Agreement, the representations and warranties contained in the Amended Credit Agreement (other than subsection 5.4 of the Amended Credit Agreement) and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this Section 2(c).

(d) Since the date of the most recent audited financial statements delivered to the Administrative Agent pursuant to subsection 6.1 of the Existing Credit Agreement, there shall not have occurred any event, circumstance or development that constitutes or has had or that could reasonably be expected to constitute or have a Material Adverse Effect.

(e) Any fees required to be paid on or before the First Amendment Effective Date pursuant to (i) any fee letter entered into in connection with this Agreement, or (ii) the Loan Documents, in each case, shall have been paid.

(f) The Borrower shall have provided to the Administrative Agent the documentation and other information reasonably requested by the Administrative Agent or a Lender in order to comply with the requirements of the Act. The Administrative Agent and any Lender requesting the same shall have received a Beneficial Ownership Certification in relation to the Borrower (or a certification that the Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations).

3. Expenses. The Borrower agrees to pay promptly all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including reasonable fees, expenses and disbursements of Xxxxx & Xxx Xxxxx PLLC.

4. Extension; Revolving Loan Commitment Increase; Reallocation. On the First Amendment Effective Date, to effectuate the Extension and the Revolving Loan Commitment Increase, the parties hereto hereby agree that the Existing Credit Agreement shall be amended as reflected in the Amended Credit Agreement. On the First Amendment Effective Date, (a) the Revolving Loan Commitment (as in effect immediately prior to the First Amendment Effective Date) of each Revolving Lender under the Existing Credit Agreement, and all outstanding Revolving Loans held by such Revolving Lender under the Existing Credit Agreement immediately prior to the First Amendment Effective Date, in each case, shall be reallocated and restated such that, after giving effect to such reallocation and restatement, as of the First Amendment Effective Date, the Revolving Lenders shall hold the outstanding Revolving Loans in accordance with the Pro Rata Shares of the Revolving Loan Commitment Amount reflected on, and hold the Revolving Loan Commitments set forth on, Schedule 2.1 attached hereto, and (b) the credit exposure to the Borrower under the Existing Credit Agreement in respect of Swing Line Loans and Letters of Credit shall be automatically adjusted such that, as of the First

CHAR1\1735555v4 3

Amendment Effective Date, all credit exposure to the Borrower under the Amended Credit Agreement in respect of Swing Line Loans and Letters of Credit is held ratably by the Revolving Lenders in proportion to their respective Revolving Loan Commitments. The parties hereto agree that the Borrower and the Administrative Agent shall be permitted to effect such assignments, prepayments, borrowings, reallocations and restatements as are necessary (including pursuant to a cashless settlement mechanism approved by the Borrower and the Administrative Agent) to effectuate the modifications contemplated by this Section 4.

5. Waiver of Notice. The Administrative Agent and the Lenders party hereto hereby waive compliance by the Borrower with any applicable notice periods required to be complied with in connection with the extension of each Revolving Lender’s Revolving Loan Commitment Termination Date pursuant to subsection 2.12 of the Existing Credit Agreement, including the requirement set forth in subsection 2.12A of the Existing Credit Agreement that any request for an extension be delivered by the Borrower to the Administrative Agent no earlier than sixty days and no later than thirty-five days prior to the applicable anniversary of the Closing Date.

6. Miscellaneous.

(a) The Loan Documents and the obligations of the Borrower thereunder are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement is a Loan Document.

(b) The Borrower represents and warrants that: (i) the Borrower has the corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (ii) the execution, delivery and performance by the Borrower of this Agreement have been duly authorized by all necessary organizational action on the part of the Borrower; (iii) the execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) violate any provision of any law or any governmental rule or regulation applicable to the Borrower, the Organizational Documents of the Borrower or any order, judgment or decree of any court or other Government Authority binding on the Borrower, (B) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower which would reasonably be expected to result in a Material Adverse Effect, (C) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower not permitted under subsection 7.2 of the Amended Credit Agreement, or (D) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Borrower, except for such approvals or consents which have been obtained on or before the First Amendment Effective Date and disclosed in writing to the Lenders as to material Contractual Obligations and except to the extent such failure to obtain such approval or consent would not reasonably be expected to result in a Material Adverse Effect; (iv) the execution, delivery and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby do not and will not require any Governmental Authorization except for any Governmental Authorization required in connection with the conduct of business of the Borrower in the ordinary course; and (v) this Agreement has been duly executed and delivered by the Borrower and is the legally valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

CHAR1\1735555v4 4

(c) Each Lender party hereto and each Issuing Lender represents and warrants that, after giving effect to this Agreement, the representations and warranties of such Lender and such Issuing Lender set forth in the Amended Credit Agreement are true and correct as of the First Amendment Effective Date. Each party hereto acknowledges and agrees to the provisions set forth in subsections 10.26 and 10.27 of the Amended Credit Agreement.

(d) This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(e) In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.

(g) The terms of subsections 10.17 and 10.18 of the Existing Credit Agreement with respect to consent to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

[Signature pages follow]

CHAR1\1735555v4 5

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:

THE MOSAIC COMPANY

a Delaware corporation

By:

/s/ Okechukwu (“Ok”) X. Xxxx

Name:

Okechukwu (“Ok”) X. Xxxx

Title:

Vice President and Treasurer

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

LENDERS:

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, a Lender, the Swing Line Lender, and an Issuing Lender

By:

/s/ Xxxxxx X. Xxxxxxx

Name:

Xxxxxx X. Xxxxxxx

Title:

Managing Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:

/s/ Xxxxxxx X. Xxxxxxxxx

Name:

Xxxxxxx X. Xxxxxxxxx

Title:

Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

BANK OF MONTREAL,

as a Lender

By:

/s/ Xxxx Xxxxxxxxx

Name:

Xxxx Xxxxxxxxx

Title:

Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

BNP PARIBAS,

as a Lender

By:

/s/ Xxxxxxx Xxxxxxx

Name:

Xxxxxxx Xxxxxxx

Title:

Director

By:

/s/ Xxxx Xxxxxxxxxxx

Name:

Xxxx Xxxxxxxxxxx

Title:

Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

JPMORGAN CHASE BANK, N.A.,

as a Lender

By:

/s/ Xxxxx Xxxxxx

Name:

Xxxxx Xxxxxx

Title:

Executive Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

MUFG BANK, LTD.,

as a Lender

By:

/s/ Xxxx Xxxxxxx

Name:

Xxxx Xxxxxxx

Title:

Authorized Signatory

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/ Xxxxx Xxxxxx

Name:

Xxxxx Xxxxxx

Title:

Senior Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

BANK OF NOVA SCOTIA,

as a Lender

By:

/s/ Xxxx Xxxxxx

Name:

Xxxx Xxxxxx

Title:

Managing Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

CITIBANK, N.A.,

as a Lender

By:

/s/ Xxxxxx Xxxxxxxxx

Name:

Xxxxxx Xxxxxxxxx

Title:

Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

BANK OF AMERICA, N.A.,

as a Lender

By:

/s/ Xxxxxxxx Xxxxx

Name:

Xxxxxxxx Xxxxx

Title:

Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

BARCLAYS BANK PLC,

as a Lender

By:

/s/ Sydney X. Xxxxxx

Name:

Sydney X. Xxxxxx

Title:

Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

COÖPERATIEVE RABOBANK U.A.,

NEW YORK BRANCH, as a Lender

By:

/s/ Xxxx Xxxxx

Name:

Xxxx Xxxxx

Title:

Executive Director

By:

/s/ Xxxxxx Xxxxx

Name:

Xxxxxx Xxxxx

Title:

Managing Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

XXXXXXX XXXXX BANK USA,

as a Lender

By:

/s/ Xxxxx Xxxxx

Name:

Xxxxx Xxxxx

Title:

Authorized Signatory

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

SUMITOMO MITSUI BANKING CORPORATION,

as a Lender

By:

/s/ Jun Ashley

Name:

Jun Ashley

Title:

Director

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

as a Lender

By:

/s/ Xxxxxxx Xxxxxxxxxx

Name:

Xxxxxxx Xxxxxxxxxx

Title:

Authorized Signatory

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

COBANK, ACB,

as a Lender

By:

/s/ Xxxxxx Xxxxxxxx

Name:

Xxxxxx Xxxxxxxx

Title:

Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

FARM CREDIT BANK OF TEXAS,

as a Lender

By:

/s/ Xxxx X. X. Xxxxxxx

Name:

Xxxx X. X. Xxxxxxx

Title:

Director Capital Market

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

FARM CREDIT SERVICES OF AMERICA, PCA,

as a Lender

By:

/s/ Xxx Xxxxxxxxx

Name:

Xxx Xxxxxxxxx

Title:

Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

AGCOUNTRY FARM CREDIT SERVICES, PCA,

as a Lender

By:

/s/ Xxxxx Xxxxxxx

Name:

Xxxxx Xxxxxxx

Title:

Sr. Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

TRUIST BANK,

as a Lender

By:

/s/ Xxx X. Xxxxx III

Name:

Xxx X. Xxxxx III

Title:

Senior Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

AGFIRST FARM CREDIT BANK,

as a Lender

By:

/s/ Xxxxxx X. X'Xxxx

Name:

Xxxxxx X. X'Xxxx

Title:

Vice President

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

GREENSTONE FARM CREDIT SERVICES, ACA,

as a Lender

By:

/s/ Xxxxxxx X. Xxxxxxx

Name:

Xxxxxxx X. Xxxxxxx

Title:

VP-Capital Markets

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

COMPEER FINANCIAL, PCA,

as a Lender

By:

/s/ Xxxxxx X. Best

Name:

Xxxxxx X. Best

Title:

Director, Capital Markets

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

Annex A

Amended Credit Agreement

See attached.

THE MOSAIC COMPANY

FIRST AMENDMENT, EXTENSION AGREEMENT AND INCREASE AGREEMENT

**ANNEX A TO FIRST AMENDMENT**

$2,720,000,000.00

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF NOVEMBER 18, 2016

AMONG

THE MOSAIC COMPANY,

as Borrower,

THE LENDERS LISTED HEREINPARTY HERETO,

as Lenders,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and Swing Line Lender,

U.S. BANK NATIONAL ASSOCIATION,

as Syndication Agent

THE BANK OF NOVA SCOTIA,

THEMUFG BANK OF TOKYO-MITSUBISHI UFJ, LTD,

BANK OF MONTREAL,

BNP PARIBAS,

JPMORGAN CHASE BANK, N.A.,

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

XXXXX FARGO SECURITIES, LLC,

U.S. BANK NATIONAL ASSOCIATIONBANK NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

THEMUFG BANK OF TOKYO-MITSUBISHI UFJ, LTD,

BMO CAPITAL MARKETS CORP.,

BNP PARIBAS SECURITIES CORPBNP PARIBAS SECURITIES CORP,

JPMORGANJPMORGAN CHASE BANK, N.A.,

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Bookrunners

CHAR1\1735441v5

CHAR1\1732468v1

TABLE OF CONTENTSTABLE OF CONTENTS

						Page
Section 1.			DEFINITIONS			1
1.1			Certain Defined Terms.			1
1.2			Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.			3432
1.3			Other Definitional Provisions and Rules of Construction.			3433
1.4			Exchange Rates; Currency Equivalents.			3533
1.5			Agreed Currencies.			3533
1.6			Change of Currency.			3634
1.7			Divisions			35
Section 2.			AMOUNTS AND TERMS OF LOANS			3735
2.1			Loans; Making of Loans; the Register; Optional Notes.			3735
2.2			Interest on the Loans.			4340
2.3			Fees.			4643
2.4			Repayments, Prepayments and Reductions of Revolving Loan Commitment Amount; General Provisions Regarding Payments.			4744
2.5			Use of Proceeds.			5147
2.6			Special Provisions Governing Loans based on the Eurodollar Rate.			5147
2.7			Increased Costs; Taxes; Capital Adequacy.			5451
2.8			Statement of Lenders; Obligation of Lenders and Issuing Lenders to Mitigate.			6156
2.9			Replacement of a Lender.			6157
2.10			Increase in Commitments.			6258
2.11			Defaulting Lenders.			6459
2.12			Extension of Maturity Date.			6661
Section 3.			LETTERS OF CREDIT			6963
3.1			Issuance of Letters of Credit and Revolving Lenders’ Purchase of Participations Therein.			6963
3.2			Letter of Credit Fees.			7165
3.3			Drawings and Reimbursement of Amounts Paid Under Letters of Credit.			7266
3.4			Obligations Absolute.			7568
3.5			Nature of Issuing Lender’s Duties.			7669
3.6			Applicability of UCP/ISP98.			7670
Section 4.			CONDITIONS TO LOANS AND LETTERS OF CREDIT			7670
4.1			Conditions to Closing.			7770
4.2			Conditions to All Loans.			7972
4.3			Conditions to Letters of Credit.			7972
Section 5.			REPRESENTATIONS AND WARRANTIES			8073
5.1			Organization, Powers, Qualification, Good Standing, Business and Subsidiaries.			8073

i

CHAR1\1732468v1CHAR1\1735441v5

						Page
5.2			Authorization of Borrowing, etc.			8173
5.3			Financial Condition.			8174
5.4			No Material Adverse Effect.			8274
5.5			Title to Properties; Intellectual Property.			8274
5.6			Litigation; Adverse Facts.			8275
5.7			Payment of Taxes.			8375
5.8			Governmental Regulation.			8375
5.9			Securities Activities.			8376
5.10			Employee Benefit Plans.			8376
5.11			Environmental Protection.			8476
5.12			Solvency.			8477
5.13			Disclosure.			8577
5.14			Anti-Money Laundering Laws, Anti-CorruptionAnti Corruption Laws and Sanctions.			8577
5.15			EEAAffected Financial Institutions.			8678
Section 6.			AFFIRMATIVE COVENANTS			8678
6.1			Financial Statements and Other Reports.			8678
6.2			Existence, etc.			8981
6.3			Payment of Taxes and Claims.			8981
6.4			Maintenance of Properties; Insurance.			9081
6.5			Inspection Rights; Books and Records.			9082
6.6			Compliance with Laws, etc.			9082
6.7			Environmental Matters.			9182
Section 7.			NEGATIVE COVENANTS			9183
7.1			Indebtedness.			9283
7.2			Liens and Related Matters.			9384
7.3			Investments; Acquisitions.			9687
7.4			Fiscal Year.			9888
7.5			Restricted Payments.			9889
7.6			Financial Covenants.			9889
7.7			Asset Sales, Restriction on Fundamental Changes and Receivables Financing.			9889
7.8			Transactions with Affiliates.			10091
7.9			Sale and Lease-Backs.			10191
7.10			Conduct of Business.			10192
7.11			Use of Proceeds.			10192
Section 8.			EVENTS OF DEFAULT			10292
8.1			Failure to Make Payments When Due.			10292
8.2			Default in Other Agreements.			10292
8.3			Breach of Certain Covenants.			10393

ii

CHAR1\1732468v1CHAR1\1735441v5

						Page
8.4			Breach of Warranty.			10393
8.5			Other Defaults Under Loan Documents.			10393
8.6			Involuntary Bankruptcy; Appointment of Receiver, etc.			10393
8.7			Voluntary Bankruptcy; Appointment of Receiver, etc.			10494
8.8			Judgments and Attachments.			10494
8.9			Dissolution.			10494
8.10			Employee Benefit Plans.			10494
8.11			Change in Control.			10595
8.12			Invalidity of Loan Documents; Repudiation of Obligations.			10595
Section 9.			ADMINISTRATIVE AGENT			10696
9.1			Appointment.			10696
9.2			Powers and Duties; General Immunity.			10796
9.3			Independent Investigation by Lenders; No Responsibility For Appraisal of Creditworthiness.			10898
9.4			Right to Indemnity.			10898
9.5			Resignation of the Administrative Agent; Successor Administrative Agent and the Swing Line Lender.			10998
9.6			Administrative Agent May File Proofs of Claim.			11099
Section 10.			MISCELLANEOUS			111100
10.1			Successors and Assigns; Assignments and Participations in Loans and Letters of Credit.			111100
10.2			Expenses.			115103
10.3			Indemnity.			115104
10.4			Set-Off.			116104
10.5			Ratable Sharing.			117105
10.6			Amendments and Waivers.			117105
10.7			Independence of Covenants.			119107
10.8			Notices; Effectiveness of Signatures; Posting on Electronic Delivery Systems.			119107
10.9			Survival of Representations, Warranties and Agreements.			121109
10.10			Failure or Indulgence Not Waiver; Remedies Cumulative.			122109
10.11			Marshaling; Payments Set Aside.			122109
10.12			Severability.			122110
10.13			Obligations Several; Independent Nature of Lenders’ Rights; Damage Waiver.			122110
10.14			[Reserved]			123110
10.15			Applicable Law			123110
10.16			Construction of Agreement; Nature of Relationship.			123111
10.17			Consent to Jurisdiction and Service of Process.			124111
10.18			Waiver of Jury Trial.			124111
10.19			Confidentiality.			125112

iii

CHAR1\1732468v1CHAR1\1735441v5

						Page
10.20			Counterparts; Effectiveness.			126113
10.21			USA Patriot Act.			126113
10.22			Judgment Currency.			126113
10.23			Effect of Restatement.			127114
10.24			No Fiduciary Duty.			127114
10.25			Waiver of Notice.			128114
10.26			Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions.			128115
10.27			Acknowledgement Regarding Any Supported QFCs			115
10.28			Certain ERISA Matters			116

iv

CHAR1\1732468v1CHAR1\1735441v5

EXHIBITS

I FORM OF NOTICE OF BORROWING

II FORM OF NOTICE OF CONVERSION/CONTINUATION

III FORM OF REQUEST FOR ISSUANCE

IV  FORM OF REVOLVING NOTE

V FORM OF SWING LINE NOTE

VI FORM OF TERM LOAN NOTE

VII FORM OF COMPLIANCE CERTIFICATE

VIII FORM OF ASSIGNMENT AGREEMENT

IX FORM OF U.S. TAX COMPLIANCE CERTIFICATES

v

CHAR1\1732468v1CHAR1\1735441v5

SCHEDULES

1.1 EXISTING LETTERS OF CREDIT

2.1 LENDERS’ COMMITMENTS AND PRO RATA SHARES

5.1 SUBSIDIARIES

7.1 CERTAIN EXISTING INDEBTEDNESS

7.2A CERTAIN EXISTING LIENS

7.2C AGREEMENTS WITH RESTRICTIONS ON SUBSIDIARIES

7.3 CERTAIN EXISTING AND PERMITTED INVESTMENTS

7.7 CERTAIN ASSET DISPOSITIONS

7.8 CERTAIN AFFILIATE TRANSACTIONS

10.8 NOTICE ADDRESSES

vi

CHAR1\1732468v1CHAR1\1735441v5

THE MOSAIC COMPANYTHE MOSAIC COMPANY

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

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 XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as administrative agent for the Lenders (in such capacity, as “Administrative Agent”).

R E C I T A L S

WHEREAS, the Borrower, Xxxxx Fargo, as administrative agent, the financial institutions designated as existing lenders on Schedule 2.1 heretoparty hereto that are parties to the Existing Credit Agreement (the “Continuing Lenders”) and certain other financial institutions are party to that certain Amended and Restated Credit Agreement, dated as of December 5, 2013 (as amended up to but not including the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Borrower, the Administrative Agent and the Continuing Lenders wish to amend and restate the Existing Credit Agreement on the terms and conditions set forth below; and

WHEREAS, thecertain financial institutions identified on Schedule 2.1 hereto whichthat are not Continuing Lenders wish to become “Lenders” hereunder and accept and assume the obligations of “Lenders” hereunder with the applicable Revolving Loan Commitments and/or Term Commitments specified on Schedule 2.1 hereto.

NOW, THEREFORE, in consideration of the premises and of the agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Existing Credit Agreement is amended and restated in its entirety as follows:

Section 1.DEFINITIONS

1.1 Certain Defined Terms.

The following terms used in this Agreement shall have the following meanings:

“Account” means, collectively, (a) an “account” as such term is defined in the UCC as in effect from time to time in the State of New York or under other relevant law, and (b) any rights of the Borrower or any of its subsidiaries to payment for goods sold or leased or services performed, including all such rights evidenced by an account, note, contract, security agreement, chattel paper, or other evidence of indebtedness or security.

“Act” has the meaning assigned to that term in subsection 10.21.

“Additional Lender” has the meaning assigned to that term in subsection 2.12D.

CHAR1\1732468v1CHAR1\1735441v5

“Administrative Agent” has the meaning assigned to that term in the introduction to this Agreement and also means and includes any successor Administrative Agent appointed pursuant to subsection 9.5A.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affected Lender” has the meaning assigned to that term in subsection 2.6C.

“Affected Loans” has the meaning assigned to that term in subsection 2.6C.

“Affiliate”, as applied to any Person, means any other Person directly or indirectly Controlling, Controlled by or under common Control with, that Person; provided, however, that the term “Affiliate” shall specifically exclude the Administrative Agent and each Lender.

“Agreed Currency” means, subject to subsection 1.5 and subsection 1.6, (a) Dollars, Canadian Dollars, Euro, British Pounds Sterling, Chinese Yuan Renminbi, Brazilian Reals and Indian Rupees, and (b) any other Eligible Currency approved in accordance with subsection 1.5.

“Agreement” means this Second Amended and Restated Credit Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable to the Borrower or its Subsidiaries related to terrorism financing or money laundering, including any applicable provision of the Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Margin” means, the following rate per annum based upon the Debt Rating as set forth below:

2

CHAR1\1732468v1CHAR1\1735441v5

Pricing Level			Debt Rating			Eurodollar Rate Margin			Base Rate Margin			Commitment  Fee
I			> A/A2BBB+/Baa1			0.8751.50%			00.50%			0.070.25%
II			A-BBB/A3Baa2			1.001.75%			00.75%			0.090.35%
III			BBB+BBB-/Baa13			1.1252.00%			0.1251.00%			0.1250.40%
IV			BBB/Baa2BB+/Ba1			1.252.25%			0.251.25%			0.150.50%
V			≤ XXX-/Xxx0x XX/Xx0			1.502.75%			0.501.75%			0.200.55%

If at any time a different Debt Rating is issued by either Xxxxx’x or S&P, then the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level V being the lowest), unless there is a split in Debt Ratings of more than one Pricing Level, in which case the Pricing Level that is one Pricing Level below the Pricing Level of the higher Debt Rating shall apply. If at any time the Borrower does not have a Debt Rating from Xxxxx’x or a Debt Rating from S&P, then Pricing Level V shall apply.

Initially, the Applicable Margin shall be determined based upon the Debt Rating specified in the certificate delivered pursuant to subsection 4.1CSection 2(a)(ii) of the First Amendment. Thereafter, each change in the Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of such public announcement and ending on the date immediately preceding the effective date of the next such publicly announced change.

“Approved Fund” means a Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment Agreement” means an Assignment and Assumption Agreement in substantially the form of Exhibit VIII.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, the highest of (a) the Prime Rate for such day, (b) the Federal Funds Effective Rate for such day, plus 0.50%, and (c) except during any period of time during

3

CHAR1\1732468v1CHAR1\1735441v5

which a notice delivered to the Borrower under subsection 2.6B or C shall remain in effect, the Eurodollar Rate for a period of one month on such day, plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate; provided that, if the Base Rate determined as provided above with respect to any Base Rate Loan for any Interest Period would be less than 0.0% per annum, then the Base Rate with respect to such Base Rate Loan for such Interest Period shall be deemed to be 0.0% per annum.

“Base Rate Loans” means Loans bearing interest at rates determined by reference to the Base Rate as provided in subsection 2.2A.

“Base Rate Margin” means the margin over the Base Rate used in determining the rate of interest of Base Rate Loans in accordance with the definition of Applicable Margin.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for Dollar-denominated syndicated credit facilities, and (b) the Benchmark Replacement Adjustment; provided, that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent reasonably decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent reasonably decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to LIBOR: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein, and (ii) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; and (b)

4

CHAR1\1732468v1CHAR1\1735441v5

in the case of clause (c) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to LIBOR: (a) a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; (b) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR, or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or (c) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date, and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication), and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Requisite Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Requisite Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (a) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with subsection 2.6H, and (b) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to subsection 2.6H.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Benefit Plan” means any of (a) an Employee Benefit Plan, (b) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code, or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” means The Mosaic Company, a Delaware corporation.

“Brazil Assets” means assets located in Brazil or the Capital Stock of any subsidiary organized under the laws of Brazil, so long as such assets or Capital Stock are either (a) owned by the

5

CHAR1\1732468v1CHAR1\1735441v5

Borrower or any subsidiary thereof as of the Closing Date, or (b) acquired by the Borrower or any subsidiary thereof after the Closing Date in the ordinary course of business.

“Brazil Landco” means an entity organized under the laws of Brazil to facilitate the operation and use by the Borrower or any of its subsidiaries of certain rural lands in Brazil in accordance with applicable Brazilian law.

“Brazilian Reals” means the lawful currency of Brazil.

“Brazil Structured Payables” means those amounts, recorded as current liabilities, resulting from financing arrangements for the Borrower’s or its subsidiaries’ purchase of certain potash-based fertilizer and other raw material product purchases in Brazil, whereby a third-party intermediary advances the amounts of scheduled payments to the Borrower’s or its subsidiaries’ vendors, less an appropriate discount, at a scheduled payment date, and the Borrower or one of its subsidiaries makes payment to the third-party intermediary at a later date, as stipulated in accordance with commercial terms negotiated.

“Brazil Transaction Subsidiary” means any Person (a) which is, or, but for clause (ce)(ii) of the definition of “Subsidiary” herein and the Borrower’s designation pursuant thereto, would be, a Subsidiary of the Borrower or (b) in which the Borrower or any Subsidiary of the Borrower has, or after a Brazil Transaction will have, any investment, in either case arising out of a Brazil Transaction.

“Brazil Transaction” means any Transfer, dividend, distribution, or spin-off of assets comprised of Brazil Assets, interests therein, or investments in any Brazil Transaction Subsidiary, including through a merger or consolidation of a Brazil Transaction Subsidiary to or with any Person.

“British Pounds Sterling” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Eurodollar Rate or any Eurodollar Rate Loans, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Canadian Dollars” means the lawful currency of Canada.

“Canpotex” means Canpotex Limited, a private Canadian corporation.

“Capital Expenditures” means, as applied to any Person, for any period, capital expenditures that would be included in a consolidated statement of cash flows of such Person and its subsidiaries in accordance with GAAP.

“Capital Lease”, as applied to any Person, means any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means the capital stock of or other equity interests in a Person.

“Cargill” means Xxxxxxx, Xxxxxxxxxxxx, a Delaware corporation.

6

CHAR1\1732468v1CHAR1\1735441v5

“Cargill Plan” means any “employee benefit plan”, as defined in Section 3(3) of ERISA, which is or was maintained or contributed to by Cargill or any of its Subsidiaries (other than any Borrower or any of its Subsidiaries).

“Cash Equivalents” means cash equivalents as determined in accordance with GAAP.

“Change in Control” means any of the following:

(a)(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 30% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b)(b) during any period of 12 consecutive months, a majority of the members of the board of directors of the Borrower ceases to be composed of (1) individuals (i) who were members of the board of directors on the first day of such period, (ii) whose election or nomination to the board of directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the board of directors or (iii) whose election or nomination to the board of directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of the board of directors or (2) any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c)(c) there shall have occurred under any indenture, credit agreement or other instrument evidencing Indebtedness (other than Swap Contracts and surety bonds and similar instruments) in an aggregate principal amount of $50,000,000 or more any “change of control” or similar provision (as set forth in the indenture, credit agreement or other evidence of such Indebtedness) obligating the Borrower to repurchase, redeem or repay all or any substantial portion of the Indebtedness provided for therein.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following which is not intended or directed to a single Person and its Affiliates: (a) the adoption or taking effect of any law, rule, regulation, treaty or order, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Government Authority, (c) any determination of a court or other Government Authority or (d) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Government Authority; provided, that notwithstanding anything herein to the contrary, each of (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the

7

CHAR1\1732468v1CHAR1\1735441v5

Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Chinese Yuan Renminbi” means the lawful currency of the People’s Republic of China.

“Closing Date” means the date on which the conditions precedent set forth in subsection 4.1 have been satisfied.

“Commitments” means the commitments of the Lenders to make Loans as set forth in subsection 2.1A.

“Compliance Certificate” means a certificate substantially in the form of Exhibit VII.

“Computation Date” means, with respect to each outstanding Letter of Credit which is denominated in a Foreign Currency, (a) the Closing Date, (b) the first Business Day of each week, (c) the date of any proposed issuance of a Letter of Credit if the Administrative Agent shall determine or the Requisite Lenders shall require, (d) the date of any reduction or reallocation of Commitments pursuant to subsection 2.4A(ii), and (e) the First Amendment Effective Date and (f) such additional dates as the Administrative Agent shall determine or the Requisite Lenders shall require.

“Computation Period” means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

“Consolidated Capitalization” means, at any date of determination, the sum of (a) Consolidated Net Worth as at such date plus (b) Consolidated Indebtedness as at such date.

“Consolidated EBITDA” means, as applied to any Person, for any period, (a) Consolidated Net Income, plus (b) the sum, to the extent deducted in determining Consolidated Net Income, of the amounts for such period of (i) Consolidated Interest Expense, (ii) provisions for taxes based on income, (iii) total depreciation expense, (iv) total depletion expense, (v) total amortization expense, (vi) any foreign currency transaction losses, (vii) the cumulative non-cash effect of changes in accounting standards, and (viii) other non-cash losses, adjustments or charges (other than any such non-cash loss, adjustment or charge to the extent that it represents a write-down or write-off of a current asset or an accrual of or reserve for cash expenditures in any future period), less (c) the sum, to the extent included in determining Consolidated Net Income, of the amounts for such period of (i) any foreign currency transaction gains and (b) any other non-cash gains, all of the foregoing as determined on a consolidated basis for such Person and its subsidiaries in conformity with GAAP.

“Consolidated Indebtedness” means the debt of the Borrower and its Subsidiaries (other than any Brazil Structured Payables) determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, as applied to any Person, for any period, total interest expense of such Person and its subsidiaries on a consolidated basis with respect to all outstanding debt of such Person and its subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, and amounts referred to in subsection 2.3 payable to the Administrative Agent and the Lenders that are considered interest expense in accordance with GAAP, excluding, however, any xxxx-to-market adjustments included in interest expense resulting from interest rate swaps, pre-issuance xxxxxx, or similar derivative instruments for which hedge accounting is not achieved.

8

CHAR1\1732468v1CHAR1\1735441v5

“Consolidated Net Income” means, as applied to any Person, for any period, the net income (or loss) of such Person and its subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the equity in net earnings or loss of non-consolidated companies, except to the extent of the amount of dividends or other distributions actually paid in cash to such Person or any of its subsidiaries by such non-consolidated companies during such period (provided, that such dividends or other distributions shall be treated as Consolidated Net Income when paid in cash), (b) the income (or loss) of any other Person accrued prior to the date it becomes a subsidiary of such Person or is merged into or consolidated with such Person or any of its subsidiaries or that other Person’s assets are acquired by such Person or any of its subsidiaries and (c) the income of any subsidiary of such Person to the extent that the declaration or payment of dividends or similar distributions by that subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that subsidiary, provided that, such dividends or similar distributions (including any distributions from Joint Ventures) shall be treated as Consolidated Net Income when paid.

“Consolidated Net Worth” means, at any date of determination, the amount of consolidated common and preferred shareholders’ equity of the Borrower and its subsidiaries, determined as at such date in accordance with GAAP; for the avoidance of doubt, Consolidated Net Worth includes the effects of non-controlling interests held by other Persons in the subsidiaries of the Borrower.

“Consolidated Total Assets” means, as applied to any Person, as of any date of determination, the aggregate stated balance sheet amount of all assets of such Person and its subsidiaries, determined on a consolidated basis.

“Contingent Obligation”, as applied to any Person, means any direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend or other obligation of another if the primary purpose or intent thereof by the Person incurring the Contingent Obligation is to provide assurance to the obligee of such obligation of another that such obligation of another will be paid or discharged, or that the holders of such obligation will be protected (in whole or in part) against loss in respect thereof.

“Continuing Lenders” has the meaning assigned to such term in the Recitals to this Agreement.

“Contractual Obligation”, as applied to any Person, means any provision of any SecuritySecurities issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control”, as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. “Controlling”, “controlled by” and “under common control with” have correlative meanings.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to that term in subsection 10.27.

9

CHAR1\1732468v1CHAR1\1735441v5

“Debt Rating” means the Borrower’s senior unsecured, non-credit enhanced debt rating provided by each of Xxxxx’x and S&P.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans, participations in Letters of Credit or participations in Swing Line Loans required to be funded by it hereunder within two Business Days of the date required to be funded by it hereunder (unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied), (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute, (c) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or under other agreements in which it commits or is obligated to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or (d) has, or has a parent company that has, (i) been adjudicated as, or determined by any Government Authority having regulatory authority over such Person or its assets to be, insolvent, (ii) become the subject of a bankruptcy, receivership, insolvency or comparable proceeding or has had a receiver, conservator, trustee or custodian appointed for it or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) has become the subject of a Bail-In Action, regardless of the application of Section 10.26; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or the parent company thereof by a Government Authority or an instrumentality thereof.

“Disqualified Capital Stock” means any Capital Stock of any Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, or (c) requires or mandates payments or distributions in cash, in each case on or prior to the then-latest Revolving Loan Commitment Termination Date. The term “Disqualified Capital Stock” shall also include any options, warrants or other rights that are convertible into any Disqualified Capital Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the then-latest Revolving Loan Commitment Termination Date.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuing Lender, as the case may be, at such time on the basis of the Exchange Rate (determined in respect of the most recent Computation Date) for the purchase of Dollars with such Foreign Currency.

“Dollars” and the sign “$” mean the lawful money of the United States.

10

CHAR1\1732468v1CHAR1\1735441v5

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“Early Opt-in Election” means the occurrence of: (a)(i) a determination by the Administrative Agent, or (ii) a notification by the Requisite Lenders to the Administrative Agent (with a copy to the Borrower) that the Requisite Lenders have determined that Dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in subsection 2.6H are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR; and (b)(i) the election by the Administrative Agent, or (ii) the election by the Requisite Lenders, to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Requisite Lenders of written notice of such election to the Administrative Agent.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Loan Commitment, the Swing Line Lender and the Issuing Lenders and (iii) unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with subsection 10.1, the Borrower (each such approval not to be unreasonably withheld or delayed); provided, that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or subsidiaries.

“Eligible Currency” means any Foreign Currency provided that: (a) quotes for loans in such currency are available in the London interbank deposit market, or other interbank market acceptable to the Administrative Agent, (b) such currency is freely transferable and convertible into Dollars in the London foreign exchange market, or other foreign exchange market acceptable to the Administrative Agent, (c) no approval of a Government Authority in the country of issue of such currency is required to permit use of such currency by any applicable Lender or Issuing Lender for making loans or issuing letters of credit, or honoring drafts presented under letters of credit in such currency and (d) there is no restriction or prohibition under any applicable legal requirements against the use of such currency for such purposes.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Employee Benefit Plan” means any “employee benefit plan”, as defined in Section 3(3) of ERISA, which is or was maintained or contributed to by the Borrower, any subsidiary of the Borrower or any of their respective ERISA Affiliates.

11

CHAR1\1732468v1CHAR1\1735441v5

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Government Authority or any other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law, (b) in connection with any Hazardous Materials or any actual or alleged Hazardous Materials Activity or (c) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of any Government Authority relating to (a) environmental matters, including those relating to any Hazardous Materials Activity, (b) the generation, use, storage, transportation or disposal of Hazardous Materials or (c) occupational safety and health, industrial hygiene or the protection of human, plant or animal health or welfare, in any manner applicable to the Borrower or any of its Subsidiaries or any of their respective properties.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate”, as applied to any Person, means (a) any corporation that is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (b) any trade or business (whether or not incorporated) that is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause (b) above is a member. Any former ERISA Affiliate of a Person or any of its subsidiaries shall continue to be considered an ERISA Affiliate of such Person or such subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of such Person or such subsidiary and with respect to liabilities arising after such period for which such Person or such subsidiary could be liable under the Internal Revenue Code or ERISA. Notwithstanding the foregoing, neither Cargill nor any of its subsidiaries shall be deemed to be an ERISA Affiliate of any Borrower.

“ERISA Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 430 of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by the Borrower, any subsidiary of the Borrower or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on the Borrower, any subsidiary of the Borrower or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of the Borrower, any subsidiary of the

12

CHAR1\1732468v1CHAR1\1735441v5

Borrower or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there would be any liability therefor, or the receipt by the Borrower, any subsidiary of the Borrower or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvencyinsolvent pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the assertion of a claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against the Borrower, any subsidiary of the Borrower or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (i) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code where such failure would reasonably be expected to result in a Material Adverse Effect; or (j) the imposition of a Lien pursuant to Section 430(k) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan. With respect to a Multiemployer Plan or a Pension Plan not maintained or contributed to by the Borrower or any subsidiary of the Borrower, an event described above shall not be an ERISA Event unless it is reasonably likely to result in material liability to the Borrower and its subsidiaries.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” means the single currency unit of the Participating Member States.

“Eurodollar Rate” means with respect to any Eurodollar Rate Loan and for any applicable Interest Period, a rate per annum obtained by dividing (i) the London interbank offered rate administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) (“LIBOR”) for Dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 of the Reuters screen or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “LIBOR Screen Rate”) at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a period equal in length to such Interest Period, as determined by the Administrative Agent in accordance with its standard practice, by (ii) one minus the Reserve Percentage in effect on the first day of the applicable Interest Period.

For any interest rate calculation with respect to a Base Rate Loan, “Eurodollar Rate” shall mean a rate per annum obtained by dividing (a) the LIBOR Screen Rate for Dollars for a period of one month (commencing on the date of determination of such interest rate) at approximately 11:00 A.M. (London time) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day (rounded upward, if necessary, to the nearest 1/100th of 1.00%), provided that if, for any reason, there exists no such LIBOR Screen Rate on any applicable day, then the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 A.M. (London time) on such date of determination for a period equal to one month commencing on such date of determination, as determined by the Administrative Agent in accordance with its standard practice, by (b) one minus the Reserve Percentage in effect on such date of determination.

13

CHAR1\1732468v1CHAR1\1735441v5

Notwithstanding the above, (x) if the Eurodollar Rate (including any Benchmark Replacement with respect thereto) determined as provided above with respect to a Eurodollar Rate Loan for any Interest Period would be less than 0.0% per annum, then the Eurodollar Rate (including any Benchmark Replacement with respect thereto) with respect to such Eurodollar Rate Loan for such Interest Period shall be deemed to be 0.0% per annum for all purposes hereof., and (y) unless otherwise specified in any amendment to this agreement entered into in accordance with subsection 2.6H, in the event that a Benchmark Replacement with respect to the Eurodollar Rate is implemented, then all references herein to the Eurodollar Rate shall be deemed references to such Benchmark Replacement.

Each calculation by the Administrative Agent of the Eurodollar Rate (including any rate that is an alternative or replacement for or successor to any such rate (including any Benchmark Replacement)) shall be conclusive and binding for all purposes, absent manifest error.

“Eurodollar Rate Loans” means Revolving Loans bearing interest at rates determined by reference to the Eurodollar Rate as provided in subsection 2.2A.

“Eurodollar Rate Margin” means the margin over the Eurodollar Rate used in determining the rate of interest of Eurodollar Rate Loans in accordance with the definition of Applicable Margin.

“Event of Default” means each of the events set forth in Section 8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Exchange Rate” means, on any day, with respect to any Agreed Currency or other applicable currency, the rate at which such Agreed Currency may be exchanged into Dollars, quoted by the Administrative Agent at its principal office in San Francisco as the spot rate for the purchase by it of Dollars with such Agreed Currency or other applicable currency, through its principal foreign exchange trading office at approximately 11:00 A.M., local time, on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes that are imposed on the overall net income (however denominated) and franchise taxes imposed in lieu thereof (i) by the United States, (ii) by any other Government Authority under the laws of which such Lender is organized or has its principal office or maintains its applicable lending office, or (iii) by any Government Authority solely as a result of a present or former connection between such recipient and the jurisdiction of such Government Authority (other than any such connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any of the Loan Documents, or sold or assigned an interest in any Loan or Loan Document), (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a), and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request of the Borrower under subsection 2.9), any United States withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time it becomes a party hereto (or designates a new lending office), or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of

14

CHAR1\1732468v1CHAR1\1735441v5

a Change in Law) to comply with its obligations under subsection 2.7B(iv), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to subsection 2.7B and (d) any United States Federal Withholding Taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning assigned to such term in the Recitals to this Agreement.

“Existing Letters of Credit” means the letters of credit issued and outstanding under the Existing Credit Agreement and set forth on Schedule 1.1 hereto.

“Existing Revolving Commitment Termination Date” has the meaning assigned to that term in subsection 2.12A.

“Existing Term Loan Credit Agreement” means that certain Credit Agreement, dated as of March 20, 2014, as amended through the date hereof, by and among the Borrower, the lenders party thereto and Xxxxx Fargo Bank, National Association, as administrative agent.

“Existing Term Loan Maturity Date” has the meaning assigned to that term in subsection 2.12A.

“Extending Lender” has the meaning assigned to that term in subsection 2.12B.

“Extension Date” has the meaning assigned to that term in subsection 2.12A.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any intergovernmental agreements with respect thereto.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at xxxx://xxx.xxxxxxxxxx.xxx, or any successor source.

“First Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement, Extension Agreement, and Increase Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, the Lenders party thereto, and the Administrative Agent.

“First Amendment Effective Date” means July 24, 2020.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

15

CHAR1\1732468v1CHAR1\1735441v5

“Fiscal Year” means the fiscal year of the Borrower ending on December 31 of each calendar year, subject to subsection 7.4 hereof. For purposes of this Agreement, any particular Fiscal Year shall be designated by reference to the calendar year in which such Fiscal Year ends.

“Florida Land” means real property and/or interests in real property that is within the state of Florida and either (a) owned by the Borrower or any subsidiary thereof as of the Closing Date, (b) acquired by the Borrower or any subsidiary thereof after the Closing Date in the ordinary course of business or (c) acquired by the Borrower or any subsidiary thereof after the Closing Date and having a net book value not in excess of $150,000,000 for all such acquisitions pursuant to this clause (c).

“Florida Land Subsidiary” means any Person (a) which is, or, but for clause (ce)(i) of the definition of “Subsidiary” herein and the Borrower’s designation pursuant thereto, would be, a Subsidiary of the Borrower, or (b) in which the Borrower or any Subsidiary of the Borrower has, or after a Florida Land Transaction will have, any investment, in either case which meets or will meet both of the following tests: (i) at least 95% of the net book value and fair market value of the assets contributed or Transferred by the Borrower or any Subsidiary of the Borrower (other than an investment permitted under clause (ix), (xv) or (xvi) of subsection 7.3) are or will be (A) Florida Land or (B) direct or indirect investments in any Person at least 95% of the net book value and fair market value of the assets contributed or Transferred by the Borrower or any Subsidiary of the Borrower (other than an investment permitted under clause (ix), (xv) or (xvi) of subsection 7.3) of which are or will be Florida Land, and (ii) such Person is or will be primarily engaged in (A) direct or indirect ownership, development of Florida Land or operation of property or assets developed from Florida Land or (B) direct or indirect ownership of any Person referred to in clause (i)(B) of this definition.

“Florida Land Transaction” means any Transfer, dividend, distribution, or spin-off of assets comprised of Florida Land, interests therein, or investments in any Florida Land Subsidiary, including through a merger or consolidation of a Florida Land Subsidiary to or with any Person following which the ability of the Borrower and its Subsidiaries, taken as a whole, to mine the Phosphate Rock Reserves pertaining to such Florida Land or Florida Land Subsidiary in the ordinary course of business in accordance with the mining plans of the Borrower and its Subsidiaries has not, as a result of such transaction (a) been materially diminished or (b) materially increased in cost.

“Foreign Currency” means a currency other than Dollars.

“Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Foreign Currency as reasonably determined by the applicable Issuing Lender at such time on the basis of the Exchange Rate (determined in respect of the most recent Computation Date) for the purchase of such Foreign Currency with Dollars.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia.

“Foreign Subsidiary” means any Subsidiary of the Borrower that is not organized or incorporated under the laws of the United States, any state thereof or the District of Columbia.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to each Issuing Lender, such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage other than Letter of Credit Usage as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or for which cash collateral or other credit support acceptable to such Issuing Lender shall have been provided in accordance with the terms hereof and (b) with respect to the Swing Line

16

CHAR1\1732468v1CHAR1\1735441v5

Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or repaid by the Borrower or for which cash collateral or other credit support acceptable to the Swing Line Lender shall have been provided in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funding and Payment Office” means (a) the office of the Administrative Agent and Swing Line Lender located at 0000 Xxxx X.X. Xxxxxx Xxxx., Xxxxxxxxx, XX 00000 or (b) such other office of the Administrative Agent and Swing Line Lender as may from time to time hereafter be designated as such in a written notice delivered by the Administrative Agent and Swing Line Lender to the Borrower and each Lender.

“Funding Date” means the date of funding of a Loan.

“GAAP” means, subject to the limitations on the application thereof set forth in subsection 1.2, generally accepted accounting standards recognized by the Financial Accounting Standards Board, as well as applicable rules, regulations, and interpretive releases of the SEC and its staff interpretations, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, in each case as the same are applicable to the circumstances as of the date of determination.

“Governing Body” means the board of directors, board of governors, managing director or directors, or other body or Person in a similar capacity having the power to direct or cause the direction of the management and policies of a Person that is a corporation, partnership, trust or limited liability company.

“Government Authority” means the government of the United States or any other nation, or any state, regional or local political subdivision or department thereof, and any other governmental or regulatory agency, authority, body, commission, central bank, board, bureau, organ, court, instrumentality or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, in each case whether federal, state, local or foreign (including supra-national bodies such as the European Union or the European Central Bank).

“Governmental Authorization” means any permit, license, registration, authorization, plan, directive, accreditation, consent, order or consent decree of or from, or notice to, any Government Authority.

“Hazardous Materials” means (a) any chemical, material or substance at any time defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous waste”, “acutely hazardous waste”, “radioactive waste”, “biohazardous waste”, “pollutant”, “toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious waste”, “toxic substances”, or any other term or expression intended to define, list or classify substances by reason of properties harmful to health, safety or the indoor or outdoor environment (including harmful properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any applicable Environmental Laws); (b) any oil, petroleum, petroleum fraction or petroleum derived substance; (c) any drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources; (d) any flammable substances or explosives; (e) any radioactive materials; (f) any

17

CHAR1\1732468v1CHAR1\1735441v5

asbestos-containing materials; (g) urea formaldehyde foam insulation; (h) electrical equipment which contains any oil or dielectric fluid containing polychlorinated biphenyls; (i) pesticides; and (j) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Government Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any facility of the Borrower or any of its Subsidiaries or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Incremental Facilities” has the meaning assigned to that term in subsection 2.10.

“Incremental Revolving Commitment” has the meaning assigned to that term in subsection 2.10.

“Incremental Term Loan” and “Incremental Term Loans” each has the meaning assigned to that term in subsection 2.10.

“Incremental Term Loan Amendment” has the meaning assigned to that term in subsection 2.10.

“ISP98” is defined in subsection 3.6.

“Indebtedness” means, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as debt or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under standby letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments, but excluding commercial or trade letters of credit; (c) the Swap Termination Value under all Swap Contracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than accrued salaries, vacation, other employee benefits and other items incurred in the ordinary course of business); (e) all debt (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including debt arising under conditional sales or other title retention agreements but excluding operating leases, including those arising in sale and leaseback transactions), whether or not such debt shall have been assumed by such Person or is limited in recourse (provided, that in the event such Person has not assumed or become liable for payment of such debt, only the lesser of the amount of such debt and the fair market value of such property shall constitute Indebtedness); (f) all Off-Balance Sheet Liabilities of such Person; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make a payment in respect of Disqualified Capital Stock valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Contingent Obligations of such Person in respect of any of the foregoing. Notwithstanding any terms of this definition to the contrary, the term “Indebtedness” shall not include any accounts payable incurred or arising in the ordinary course of business. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a

18

CHAR1\1732468v1CHAR1\1735441v5

corporation, limited liability company, limited liability corporation or other similar entity organized under the laws of any jurisdiction and having similar attributes) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Liabilities” has the meaning assigned to that term in subsection 10.3.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning assigned to that term in subsection 10.3.

“Intellectual Property” means all patents, trademarks, tradenames, copyrights, technology, software, know-how and processes used in or necessary for the conduct of the business of the Borrower and its Subsidiaries.

“Interest Coverage Ratio” means as of any date of determination, the ratio of (a) the Borrower’s Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending on such date, to (b) the Borrower’s Total Interest for the period of four (4) consecutive Fiscal Quarters ending on such date.

“Interest Payment Date” means (a) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (b) with respect to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and, in the case of a Eurodollar Rate Loan of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“Interest Period” has the meaning assigned to that term in subsection 2.2B.

“Interest Rate Determination Date”, with respect to any Interest Period, means the second Business Day prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (a) any direct or indirect purchase or other acquisition by the Borrower or any of its Subsidiaries of, or of a beneficial interest in, any Securities of any other Person (including any Subsidiary of the Borrower), (b) any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Subsidiary of the Borrower from any Person other than the Borrower or any of its Subsidiaries, of any equity Securities of such Subsidiary, (c) any direct or indirect loan, advance or capital contribution by the Borrower or any of its Subsidiaries to any other Person, including all indebtedness from that other Person that is not a current asset or did not arise from transactions with that other Person in the ordinary course of business, or (d) any transaction governed by a Swap Contract, excluding in each case (i) advances and deposits (including deposit accounts and any deposits therein) arising in the ordinary course of business, including for cash management purposes consistent with past practices and (ii) accounts receivable incurred or arising in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment (other than adjustments for the repayment of, or the refund of capital with respect to, the original or any additional principal amount of any such Investment).

19

CHAR1\1732468v1CHAR1\1735441v5

“Issuing Lender” means any Revolving Lender acceptable to the Borrower and of which the Administrative Agent has been notified by such Revolving Lender in writing which agrees in writing to act as an Issuing Lender with respect to any Letter of Credit in its separate capacity as an issuer of Letters of Credit for the account of the Borrower or any of its Subsidiaries pursuant to subsection 3.1, and “Issuing Lenders” means all such entities collectively. With respect to any Letter of Credit, “Issuing Lender” means the issuer thereof.

“Joint Lead Arrangers” means, collectively, Xxxxx Fargo Securities, LLC, U.S. Bank National Association, The Bank of Nova Scotia, TheMUFG Bank of Tokyo-Mitsubishi UFJ, Ltd, BMO Capital Markets Corp., BNP Paribas Securities Corp., JPMorgan Chase Bank, N.A. and PNC Bank, National Association.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form. For purposes of the Loan Documents, the term Joint Venture shall not include Canpotex.

“Lender” and “Lenders” means the Persons identified as “Lenders” and listed on the signature pages of this Agreement, together with their successors and permitted assigns pursuant to subsection 10.1, and the term “Lenders” shall include the Swing Line Lender and each Issuing Lender unless the context otherwise requires.

“Letter of Credit” or “Letters of Credit” means standby or commercial letters of credit issued or to be issued by any Issuing Lender for the account of the Borrower or any Subsidiary of the Borrower pursuant to subsection 3.1, including the Letters of Credit issued under the Existing Credit Agreement and listed in Schedule 1.1 hereto.

“Letter of Credit Foreign Currency Sublimit” means an amount equal to the lesser of the Letter of Credit Sublimit and $50,000,000. The Letter of Credit Foreign Currency Sublimit is part of, and not in addition to, the Letter of Credit Sublimit.

“Letter of Credit Sublimit” means an amount equal to the lesser of the Revolving Loan Commitment Amount and $150,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Loan Commitment Amount.

“Letter of Credit Usage” means, as at any date of determination, the sum of (a) the maximum aggregate amount which is or at any time thereafter may become available for drawing under all Letters of Credit then outstanding plus (b) the aggregate amount of all drawings under Letters of Credit honored by any Issuing Lender and not theretofore reimbursed out of the proceeds of Revolving Loans pursuant to subsection 3.3B or otherwise reimbursed by the Borrower. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of the UCP or the ISP98, as applicable, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LIBOR” has the meaning assigned to such term in the definition of Eurodollar Rate.

“LIBOR Screen Rate” has the meaning assigned to such term in the definition of Eurodollar Rate.

20

CHAR1\1732468v1CHAR1\1735441v5

“License” means any license, certificate of authority, permit or other authorization which is required to be obtained from any Government Authority in connection with the operation, ownership or transaction of insurance, broker-dealer or investment advisory businesses or other regulated businesses.

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

“Loan” or “Loans” means one or more of the loans made by the Lenders to the Borrower pursuant to subsection 2.1A and shall include one or more Revolving Loans, Swing Line Loans and Term Loans.

“Loan Documents” means this Agreement, the Notes, the Letters of Credit (and any applications for, or reimbursement agreements or other documents or certificates executed by the Borrower in favor of any Issuing Lender relating to, the Letters of Credit) and all other agreements, instruments and certificates now or hereafter executed and delivered by the Borrower to the Administrative Agent and/or the Lenders in connection with the Obligations under this Agreement.

“Margin Stock” has the meaning assigned to that term in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect upon:

(a)(a) the business, operations, assets or financial condition of the Borrower and its subsidiaries taken as a whole, except for matters arising prior to the Closing Date solely from general factors relating to the industries in which the Borrower and its subsidiaries are principally engaged and general economic factors relating to the markets in which the Borrower and its subsidiaries are principally engaged in business, which matters, in any such event, do not have a disproportionate impact on the Borrower or any of its subsidiaries;

(b)(b) the Borrower’s ability to perform its obligations under the Loan Documents; or

(c)(c) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent or the Lenders thereunder.

“Material Subsidiary” means a US or Canadian Subsidiary of the Borrower (including any newly formed or newly acquired subsidiary) which (a) is an operating company and owns property, plant and equipment with an unconsolidated book value in excess of $500,000,000 (determined as of the most recent fiscal quarter end next preceding the date of determination for which financial statements have been delivered pursuant to subsection 6.1(ii) or (iii) (the “Reference Date”)) or (b) receives after the Closing Date a transfer from the Borrower or a Material Subsidiary of property, plant and equipment with an unconsolidated book value (determined as of the Reference Date”) in excess of $100,000,000.

“Xxxxx Xxxx Project” means the investment of the Borrower and its Subsidiaries in MVM Resources International B.V. and its Subsidiary Compania Minera Xxxxx Xxxx S.R. L., a joint venture that owns a phosphate rock mine in the Bayovar region of Peru, in which a Subsidiary of the Borrower has a 35% economic interest as of the date of this Agreement.

“Moody’s” means Xxxxx’x Investors Service, Inc., or any successor thereto.

21

CHAR1\1732468v1CHAR1\1735441v5

“Mosaic Indentures” means (i) the Indentures dated as of July 17, 1997 and August 1, 1998, each between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) and The Bank of New York, as trustee, each as amended or supplemented as of the date hereof; and (ii) the Indenture dated as of October 24, 2011 between The Mosaic Company and U.S. Bank National Association, as trustee.

“Multiemployer Plan” means any Employee Benefit Plan that is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“MWSPC Project” means the investment of the Borrower and its Subsidiaries in the Ma’aden Wa’ad Al Shamal Phosphate Company, a joint venture with Saudi Arabian Mining Company and Saudi Basic Industries Corporation to develop, own and operate integrated phosphate production facilities in the Kingdom of Saudi Arabia, in which a Subsidiary of the Borrower has a 25% equity interest as of the date of this Agreement.

“New York Time” means New York City time.

“Non-Extending Lender” has the meaning assigned to that term in subsection 2.12B.

“Notes” means one or more of the Revolving Notes, the Swing Line Note or the Term Loan Notes or any combination thereof.

“Notice Date” has the meaning assigned to that term in subsection 2.12B.

“Notice of Borrowing” means a notice substantially in the form of Exhibit I.

“Notice of Conversion/Continuation” means a notice substantially in the form of Exhibit II.

“Obligations” means all obligations of every nature of the Borrower from time to time owed to the Administrative Agent, the Lenders or any of them under the Loan Documents, whether for principal, interest, reimbursement of amounts drawn under Letters of Credit, fees, expenses, indemnification or otherwise.

“OFAC” means the Office of Foreign Assets Control of the United States Department of Treasury.

“Off-Balance Sheet Liability” of any Person means (a) any repurchase obligation or liability of such Person with respect to Accounts or notes receivable sold by such Person (including, without limitation, the amount of the outstanding Receivables subject to Receivables Financings that would be required to discharge all principal obligations to financing parties (or would not be returned, directly or indirectly) to such Person or any subsidiary thereof if all such Receivables were to be collected at such date and such Receivables Financing were to be terminated at such date), (b) any liability under any so-called “synthetic lease” arrangement or transaction entered into by such Person and (c) any obligation arising with respect to any other transaction that is the functional equivalent of debt but which does not constitute a liability on the balance sheet of such Person (other than “Purchase Obligations” as disclosed per the requirements of Section 303(a)(5) of Regulation S-K).

“Officer” means the president, the chief executive officer, a financial vice president (other than divisional level), the chief financial officer, the treasurer, a general partner (if an individual), the managing member (if an individual) or other individual appointed by the Governing Body or the

22

CHAR1\1732468v1CHAR1\1735441v5

Organizational Documents of a corporation, partnership, trust or limited liability company to serve in a similar capacity as the foregoing.

“Officer’s Certificate”, as applied to any Person that is a corporation, partnership, trust, limited liability company, unlimited liability company or other Person that has a Governing Body, means a certificate executed on behalf of such Person by one or more Officers of such Person or one or more Officers of a general partner or a managing member if such general partner or managing member is a corporation, partnership, trust, limited liability company, unlimited liability company or similar Person.

“Organizational Documents” means the documents (including bylaws, if applicable) pursuant to which a Person that is a corporation, partnership, trust or limited liability company is organized.

“Other Taxes” means all present or future stamp, court or documentary taxes or any intangible, recording, filings or similar taxes or any other excise or property taxes, charges, fees, expenses or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant” means a purchaser of a participation in the rights and obligations under this Agreement pursuant to subsection 10.1C.

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, that is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Acquisition” means an acquisition by the Borrower or any of its Subsidiaries in a single transaction or series of related transactions, of (a) all or substantially all of the assets or a majority of the outstanding Securities entitled to vote in an election of members of the Governing Body of a Person or (b) any division, line of business or other business unit of a Person (such Person or such division, line of business or other business unit of such Person being referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) the acquisition of which will not cause a violation of subsection 7.10, so long as:

(a)(a) no Event of Default or Potential Event of Default shall then exist or would exist after giving effect thereto and any Indebtedness incurred in connection therewith;

(b)(b) the Borrower and its subsidiaries are in pro forma compliance with each of the financial covenants set forth in subsection 7.6 as of the date of such acquisition and after giving effect thereto and any Indebtedness incurred in connection therewith (provided, that if the total consideration (including, without limitation, consideration payable in Capital Stock) to be paid is in excess of $500,000,000, the Borrower shall also deliver historical financial statements of the Target for each of the two fiscal years most recently ended prior to the acquisition to the extent such historical financial statements are in existence); and

23

CHAR1\1732468v1CHAR1\1735441v5

(c)(c) such acquisition shall not be a “hostile” acquisition and shall have been approved by the Governing Body and/or shareholders of the Borrower or such Subsidiary, as applicable, and Target.

“Permitted Encumbrances” means the following types of Liens (excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA, and any such Lien relating to or imposed in connection with any Environmental Claim which secures an obligation not incurred in the ordinary course of business):

(a)(a) Liens for taxes, assessments or governmental charges or claims the payment of which is not, at the time, required by subsection 6.3;

(b)(b) Liens of landlords, Liens of collecting banks under the UCC on items in the course of collection, Liens and rights of set-off of banks, statutory and common law Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (i) for amounts not yet overdue by more than thirty (30) days or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of thirty (30) days) are being contested in good faith by appropriate proceedings, so long as (1) such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, and (2) no foreclosure, sale or similar proceedings have been commenced with respect thereto if such Lien relates to a material asset of the Borrower or any of its Subsidiaries;

(c)(c) pledges, deposits and other Liens made or incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other types of social security obligations, or to secure the performance of statutory or regulatory obligations, performance bonds and completion, guarantee, surety, similar bonds, and appeal bonds, letters of credit, bids, leases, government contracts, trade contracts, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect thereto;

(d)(d) any attachment or judgment Lien not constituting an Event of Default under subsection 8.8;

(e)(e) licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

(f)(f) easements, zoning restrictions, rights-of-way, covenants and other restrictions, encroachments, and other minor defects or irregularities in title or other similar encumbrances, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

(g)(g) any (i) interest or title of a lessor or sublessor or lessee or sublessee under any lease not prohibited by this Agreement, (ii) Lien or restriction that the interest or title of such lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Lien or restriction referred to in the preceding clause (ii);

(h)(h) Liens arising from precautionary filings of UCC financing statements relating solely to leases and other transactions not prohibited by this Agreement;

24

CHAR1\1732468v1CHAR1\1735441v5

(i)(i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation or exportation of goods;

(j)(j) Liens arising with respect to repurchase agreements and reverse repurchase agreements permitted under subsection 7.3;

(k)(k) Liens in favor of banks on items in collection (and the documents related thereto) arising in the ordinary course of business of the Borrower and its Subsidiaries under Article IV of the Uniform Commercial Code;

(l)(l) any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property; and

(m)(m) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries.

“Person” means and includes corporations, limited partnerships, general partnerships, limited liability companies, unlimited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations of a similar nature organized under the laws of any jurisdiction, whether or not legal entities, and Government Authorities.

“Phosphate Rock Reserves” means the phosphate reserves of the Borrower and its subsidiaries determined from time to time in accordance with the standards set forth in Industry Guide 7 promulgated by the SEC (or any successor provision) that are located within the State of Florida.

“Potential Event of Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Prime Rate” means the rate that Xxxxx Fargo publicly announces from time to time as its prime lending rate, as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Xxxxx Fargo or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Proceedings” means any action, suit, proceeding (whether administrative, judicial or otherwise) or arbitration.

“Property, Plant and Equipment” means, as applied to any Person, as of any date of determination, its “property, plant and equipment,” as determined in accordance with GAAP, and the value of Property, Plant and Equipment shall mean its aggregate gross book value less depreciation and depletion.

“Pro Rata Share” means, with respect to any Lender, (a) with respect to all payments, computations and other matters relating to the Revolving Loan Commitment or the Revolving Loans of any Revolving Lender or any Letters of Credit issued or participations therein deemed purchased by any Revolving Lender or any assignments of any Swing Line Loans deemed purchased by any Revolving Lender, the percentage obtained by dividing (i) the Revolving Loan Exposure of that Revolving Lender by (ii) the aggregate Revolving Loan Exposure of all Revolving Lenders, (b) with respect to all payments, computations and other matters relating to the Term Commitment or the Term Loans, a percentage equal

25

CHAR1\1732468v1CHAR1\1735441v5

to a fraction the numerator of which is such Term Loan Lender’s Term Commitment and the denominator of which is the aggregate Term Commitments; provided that, if the Term Commitments have terminated or expired, the Pro Rata Share shall be determined based upon such Term Loan Lender’s share of the aggregate outstanding principal amount of Term Loans at that time, and (c) for all other purposes with respect to each Lender, the percentage obtained by dividing (i) the Revolving Loan Exposure and/or outstanding Term Loans of that Lender by (ii) the aggregate Revolving Loan Exposure and outstanding Term Loans of all Lenders, in any such case as the applicable percentage may be adjusted by assignments or increases permitted pursuant to subsections 2.10 or 10.1. The initialAs of the First Amendment Effective Date, the Pro Rata Share of each Lender for purposes of each of clauses (a) and (bclause (a) of the preceding sentence is set forth opposite the name of that Lender in Schedule 2.1.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to that term in subsection 10.27.

“Receivable” means an Account owing to the Borrower or any subsidiary (before its Transfer to a Receivables Subsidiary), whether now existing or hereafter arising, together with all cash collections and other cash proceeds in respect of such Account, including all yield, finance charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

“Receivables Financing” means financing arrangements (but excluding sales of Receivables in the ordinary course of business) pursuant to which one or more of the subsidiaries (or a combination thereof) realizes cash proceeds in respect of Receivables and Related Security by selling, factoring or otherwise Transferring such Receivables and Related Security to one or more (a) unaffiliated third party financing sources pursuant to such financing arrangement or (b) Receivables Subsidiaries.

“Receivables Subsidiary” means a Wholly-Owned Subsidiary of the Borrower that does not engage in any activities other than participating in one or more Receivables Financings and activities incidental thereto.

“Refunded Swing Line Loans” has the meaning assigned to that term in subsection 2.1A(ii)(b).

“Register” has the meaning assigned to that term in subsection 2.1D.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” has the meaning assigned to that term in subsection 3.3B.

“Related Parties” means, with respect to any Person, such Person’s partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person.

“Related Security” means, with respect to any Receivable: (a) all of the Borrower’s or the applicable Subsidiary’s right, title and interest in and to any goods, the Transfer of which gave rise to such Receivable; (b) all security pledged, assigned, hypothecated or granted to or held by the Borrower or the applicable Subsidiary to secure such Receivable; (c) all guaranties, endorsements and

26

CHAR1\1732468v1CHAR1\1735441v5

indemnifications on, or of, such Receivable or any of the foregoing (other than by the Borrower and any Subsidiary that is not a Receivables Subsidiary); (d) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (e) all books, records, ledger cards and invoices related to such Receivable or any of the foregoing, whether maintained electronically, in paper form or otherwise; (f) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (g) all credit information, reports and memoranda relating thereto; (h) all other writings related thereto; and (i) all proceeds of any of the foregoing.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Materials into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Materials), including the movement of any Hazardous Materials through the air, soil, surface water or groundwater.

“Request for Issuance” means a request substantially in the form of Exhibit III.

“Requisite Lenders” means, at any date, any combination of Lenders holding more than fifty percent (50%) of the sum of (a)(i) the aggregate amount of the Revolving Loan CommitmentCommitments or (ii) if the Revolving Loan Commitment hasCommitments have been terminated, the aggregate Revolving Loan Exposure, plus (b)(i) the aggregate amount of the Term Commitment or (ii) if the Term Commitment has been terminated, of the aggregate outstanding principal amount of the Term Loans; provided that (A) the outstanding Term Loans and the Commitments of, and the portion of the Total Utilization of Revolving Loan Commitments, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders, (B) the Term Commitments and the outstanding principal amount of the Term Loans shall be excluded for purposes of making a determination of Requisite Lenders for purposes of (I) extending the Revolving Loan Commitment Termination Date pursuant to subsection 2.12 and (II) any consent to a waiver of the conditions precedent to the Extensions of Credit under the Revolving Loan FacilityCommitments, and (C) the Revolving Loan Commitments and the portion of the Total Utilization of Revolving Loan Commitments, as applicable, shall be excluded for purposes of making a determination of Requisite Lenders for purposes of extending the Term Loan Maturity Date pursuant to subsection 2.12.

“Reserve Percentage” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

27

CHAR1\1732468v1CHAR1\1735441v5

“Restricted Payment” means (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower, now or hereafter outstanding, except a dividend or other distribution payable solely in shares of Capital Stock to the holders of that class or an increase in the liquidation value of shares of that class of Capital Stock, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower now or hereafter outstanding, except to the extent that consideration therefor is in the form of Capital Stock of the Borrower, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower now or hereafter outstanding, except to the extent that consideration therefor is in the form of Capital Stock of the Borrower.

“Revolving Lender” means, at any time, any Lender that has a Revolving Loan Commitment at such time or, if the Revolving Loan Commitments have been terminated, any Lender that has any Revolving Loan Exposure.

“Revolving Loan Commitment” means the commitment of a Lender to make Revolving Loans to the Borrower pursuant to subsection 2.1A(i), and “Revolving Loan Commitments” means such commitments of all Revolving Lenders in the aggregate.

“Revolving Loan Commitment Amount” means, at any date, the aggregate amount of the Revolving Loan Commitments of all Revolving Lenders.

“Revolving Loan Commitment Termination Date” means November 18, 20212022, subject to the extension thereof pursuant to subsection 2.12; provided, however, that the Revolving Loan Commitment Termination Date of any Revolving Lender that is a Non-Extending Lender relative to any requested extension pursuant to subsection 2.12 shall be the Revolving Loan Commitment Termination Date in effect immediately prior to such extension for all purposes of this Agreement (including without limitation subsection 2.1A(i)).

“Revolving Loan Exposure”, with respect to any Revolving Lender, means, as of any date of determination (a) prior to the termination of the Revolving Loan Commitments, the amount of that Revolving Lender’s Revolving Loan Commitment, and (b) after the termination of the Revolving Loan Commitments, the sum of (i) the aggregate outstanding principal amount of the Revolving Loans of that Revolving Lender plus (ii) in the event that Revolving Lender is an Issuing Lender, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Revolving Lender (in each case net of any participations purchased by other Lenders in such Letters of Credit or in any unreimbursed drawings thereunder) plus (iii) the aggregate amount of all participations purchased by that Revolving Lender in any outstanding Letters of Credit or any unreimbursed drawings under any Letters of Credit plus (iv) in the case of the Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any assignments thereof deemed purchased by other Revolving Lenders) plus (v) the aggregate amount of all assignments deemed purchased by that Revolving Lender in any outstanding Swing Line Loans.

“Revolving Loans” means the Loans made by the Revolving Lenders to the Borrower pursuant to subsection 2.1A(i).

“Revolving Notes” means any promissory notes of the Borrower issued pursuant to subsection 2.1E to evidence the Revolving Loans of any Revolving Lenders, substantially in the form of Exhibit IV.

28

CHAR1\1732468v1CHAR1\1735441v5

“S&P” means Standard & Poor’s Financial Services LLC, and any successor thereto.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Foreign Currency, same day or other funds as may be determined by the Administrative Agent or the applicable Issuing Lender, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Foreign Currency.

“Sanctioned Country” means at any time, a country, region or territory which is itself the subject or target of any Sanction that broadly prohibits trade or investment with that country, region or territory (including, as of the date hereof, the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned directly or indirectly 50% or more by any such Person or Persons described in clauses (a) and (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC), the European Union or Her Majesty’s Treasury.

“Xxxxxxxx-Xxxxx” means the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and any successor statute.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated, certificated or uncertificated, or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Securities Laws” means the Securities Act, the Exchange Act, Xxxxxxxx-Xxxxx and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be amended and in effect on any applicable date hereunder.

“Short-term Investments” means securities and similar other assets, not classified as cash equivalents, which have ready marketability and are intended to be liquidated, if necessary, within the next year or current operating cycle, whichever is longer.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

29

CHAR1\1732468v1CHAR1\1735441v5

“Solvent”, with respect to any Person, means that as of the date of determination both (a)(i) the then fair value of the property of such Person as a going concern is (A) greater than the total amount of liabilities (including contingent liabilities) of such Person and (B) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts as they become absolute and due considering all financing alternatives, ordinary operating income and potential asset Transfers reasonably available to such Person; (ii) such Person’s capital is not unreasonably small in relation to its business or any undertaken transaction; and (iii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would be required to be included as a liability in respect of such contingent obligations on a consolidated balance sheet of such Person and its subsidiaries as determined in accordance with GAAP.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, unlimited liability company, limited liability company, partnership, association or other entity or Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date. Unless the context otherwise requires, each reference to a “subsidiary” herein shall be a reference to a subsidiary of the Borrower.

“Subsidiary”, with respect to any Person, means any corporation, partnership, trust, limited liability company, unlimited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the members of the Governing Body is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof. For purposes of the Loan Documents (other than subsections 5.4, 5.6 and 5.11 and, with respect to the Person described in clause (a), below, other than subsection 8.2), the term “Subsidiary” shall not include (a) South Ft. Xxxxx General Partner, LLC, a Delaware limited liability company (“South Ft. Xxxxx LLC”) or South Ft. Xxxxx Partnership, L.P., a Delaware limited partnership (“South Ft. Xxxxx XX”) merely because an accounting determination is made that the accounts of South Ft. Xxxxx LLC or South Ft. Xxxxx XX, respectively, must be considered with those of the Borrower for purpose of the Borrower’s consolidated financial statements, so long as South Ft. Xxxxx LLC or South Ft. Xxxxx XX, respectively, continues not to be a “Subsidiary” of the Borrower by reason of the definition of the term “Subsidiary”; (b) any Brazil Landco; (c) Savage Marine, LLC, a Utah limited liability company; (d) Gulf Marine Solutions, LLC, a Delaware limited liability company; (e) any Florida Land Subsidiary or Brazil Transaction Subsidiary that would otherwise be a Subsidiary as to which the Borrower has notified the Administrative Agent that Borrower has designated that it not be treated as a Subsidiary, provided that, in the case of such a designation of a (i) Florida Land Subsidiary, the aggregate Investments in all Florida Land Subsidiaries so designated made after the Closing Date shall be considered Investments made pursuant to subsections 7.3(ix), (xii), (xv) or (xvi), as applicable, and (ii) Brazil Transaction Subsidiary, the aggregate Investments in all Brazil Transaction Subsidiaries so designated made after the Closing Date shall be considered Investments made pursuant to subsections 7.3(xiii), (xv) or (xvi), as applicable. Unless the context otherwise requires, each reference to a “Subsidiary” herein shall be a reference to a Subsidiary of the Borrower.

“Supported QFC” has the meaning assigned to that term in subsection 10.27.

30

CHAR1\1732468v1CHAR1\1735441v5

“Swap Contract” means any agreement governing or evidencing any rate swap, basis swap, forward rate, commodity swap, interest rate option, forward foreign exchange, spot foreign exchange, rate cap, rate floor, rate collar, currency swap, cross-currency rate swap, currency option or any other similar transaction (including any option to enter into any of the foregoing), including any master agreement for any of the foregoing, together with all supplements thereto; provided that no phantom stock, employee benefit or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swap Counterparty” means a Lender or an Affiliate of a Lender that has entered into a Swap Contract with the Borrower or one of its Subsidiaries.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Xxxxx Fargo, or any Person serving as a successor Administrative Agent hereunder, in its capacity as the Swing Line Lender hereunder.

“Swing Line Loan Commitment” means the commitment of the Swing Line Lender to make Swing Line Loans to the Borrower pursuant to subsection 2.1A(ii) in an aggregate outstanding principal amount not to exceed at any time $75,000,000 (as reduced pursuant to subsection 2.1A(ii)(a)).

“Swing Line Loans” means the Loans made by the Swing Line Lender to the Borrower pursuant to subsection 2.1A(ii).

“Swing Line Note” means any promissory note of the Borrower issued pursuant to subsection 2.1E to evidence the Swing Line Loans of the Swing Line Lender, substantially in the form of Exhibit V.

“Tax” or “Taxes” means any present or future tax, levy, impost, duty, fee, assessment, deduction, withholding or other charge of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed, including interest, penalties, additions to tax and any similar liabilities with respect thereto.

“Term Commitment” means, with respect to each Term Loan Lender, that Term Loan Lender’s commitment to make Term Loans pursuant to subsection 2.1A(iii).

“Term Commitment Amount” means, with respect to each Lender, the amount of the Term Commitment set forth opposite that Lender’s name in Schedule 2.1 or on any Assignment Agreement.

“Term Loan” means a loan by a Term Loan Lender to the Borrower pursuant to subsection 2.1A(iii).

“Term Loan Amount” means the initial aggregate principal amount of the Term Loans.

31

CHAR1\1732468v1CHAR1\1735441v5

“Term Loan Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan.

“Term Loan Maturity Date” means November 18, 2021, subject to the extension thereof pursuant to subsection 2.12; provided, however, that the Term Loan Maturity Date of any Term Loan Lender that is a Non-Extending Lender relative to any requested extension pursuant to subsection 2.12 shall be the Term Loan Maturity Date in effect immediately prior to such extension for all purposes of this Agreement (including without limitation subsection 2.4A(iv)).

“Term Loan Note” means any promissory note of the Borrower issued pursuant to subsection 2.1E to evidence the Term Loans of any Term Loan Lender, substantially in the form of Exhibit VI.

“Term SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

“Total Interest” means, as to any Person, for any period, such Person’s Consolidated Interest Expense plus capitalized interest with respect to the acquisition or construction of Property, Plant and Equipment.

“Total Utilization of Revolving Loan Commitments” means, as at any date of determination, the sum of (a) the aggregate principal amount of all outstanding Revolving Loans plus (b) the aggregate principal amount of all outstanding Swing Line Loans plus (c) the Letter of Credit Usage.

“Transfer” means any one or more transactions or series of related transactions involving the direct or indirect sale, lease, sublease, license, sublicense, conveyance, assignment, contribution, transfer or other disposition.

“Type” means, with respect to a Revolving Loan or Term Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.

“UCP” is defined in subsection 3.6.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“Unasserted Obligations” means, at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (except for (a) the principal of and interest on, and fees relating to, any Indebtedness and (b) contingent reimbursement obligations in respect of amounts that

32

CHAR1\1732468v1CHAR1\1735441v5

may be drawn under Letters of Credit) in respect of which no claim or demand for payment has been made (or, in the case of Obligations for indemnification, no notice for indemnification has been issued by the Indemnitee) at such time.

“United States” means the United States of America.

“US or Canadian Subsidiary” means any Subsidiary of the Borrower that is either (a) organized or incorporated under the laws of the United States, any state thereof or the District of Columbia or (b) organized or incorporated under the laws of Canada or any province thereof.

“U.S. Special Resolution Regimes” has the meaning assigned to that term in subsection 10.27.

“U.S. Tax Compliance Certificate” has the meaning assigned to that term in subsection 2.7B(iv)(c)(3).

“Xxxxx Fargo” has the meaning assigned to that term in the introduction to this Agreement.

“Wholly-Owned Subsidiary” of a Person means (a) any Subsidiary all of the outstanding voting securities of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned subsidiaries of such Person, or (b) any partnership, limited liability company, unlimited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled (other than in the case of Foreign Subsidiaries, director’s qualifying shares and/or other nominal amounts of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule., and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2  Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement.

Except as otherwise expressly provided in this Agreement, all accounting and financial terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation. Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and the Borrower, the Administrative Agent or the Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such

33

CHAR1\1732468v1CHAR1\1735441v5

definition, ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of determining compliance herewith, (a) Indebtedness of the Borrower and its Subsidiaries (other than Contingent Obligations) shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (b) all computations of amounts and ratios referred to herein shall be made in a manner such that any obligations relating to a lease that, in accordance with GAAP as in effect on the Closing Date, would be accounted for by the Borrower as an operating lease shall be accounted for as obligations relating to an operating lease and not as obligations relating to a capital lease or finance lease, as contemplated upon the implementation of Accounting Standards Update 2016-02, “Leases” (and shall not constitute Indebtedness or be included in Consolidated Indebtedness hereunder).

1.3 Other Definitional Provisions and Rules of Construction.

A.Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, or as a noun or a verb, depending on the reference.

B.References to “Exhibits,” “Schedules,” “Sections” and “subsections” shall be to Exhibits, Schedules, Sections and subsections, respectively, of this Agreement unless otherwise specifically provided. Section and subsection headings in this Agreement, and the table of contents to this Agreement, are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

C.The use in any of the Loan Documents of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

D.Unless otherwise expressly provided herein, references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document.

1.4 Exchange Rates; Currency Equivalents.

A.On each Computation Date, the Administrative Agent shall reasonably determine the Exchange Rate as of such Computation Date. The Exchange Rate so determined shall become effective on the first Business Day after such Computation Date and shall remain effective through the next succeeding Computation Date. Except for purposes of financial statements delivered by the Borrower hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or an Issuing Lender, as applicable.

B.Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit denominated in a Foreign Currency, an amount, such as a required minimum or

34

CHAR1\1732468v1CHAR1\1735441v5

multiple amount, is expressed in Dollars, but such Letter of Credit is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 100,000 of such Foreign Currency units, with 50,000 of such unit being rounded upward), as reasonably determined by the Administrative Agent or an Issuing Lender, as the case may be.

C.For purposes of determinations of the Letter of Credit Foreign Currency Sublimit, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into Dollars at the appropriate currency Exchange Rate.

1.5 Agreed Currencies.

A.The Borrower may from time to time request that a Letter of Credit be denominated in a currency other than those specifically listed in the definition of “Agreed Currency”; provided that such requested currency is an Eligible Currency. Any such request shall be subject to the ability of the applicable Issuing Lender to issue a Letter of Credit denominated in such currency.

B.Any such request shall be made to the Administrative Agent not later than 11:00 A.M. (New York Time) ten Business Days prior to the date of the desired issuance (or such other time or date as may be agreed by the Administrative Agent, in its sole discretion). The Administrative Agent shall promptly notify the applicable Issuing Lender thereof. Such Issuing Lender shall notify the Administrative Agent, not later than 11:00 A.M. (New York Time), five Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of such Letter of Credit in such requested currency. Any failure by such Issuing Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Lender to permit a Letter of Credit to be issued in such requested currency. If the Administrative Agent and such Issuing Lender consent to issuing a Letter of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Agreed Currency hereunder for purposes of any Letter of Credit. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this subsection 1.5, the Administrative Agent shall promptly so notify the Borrower.

C.If, after the designation of any currency as an Agreed Currency (including any Foreign Currency listed in the definition of “Agreed Currency”), (i) currency control or other exchange regulations are imposed in the country in which such currency is issued with the result that different types of such currency are introduced, (ii) such currency, in the reasonable determination of the Administrative Agent, no longer qualifies as an “Eligible Currency” or (iii) in the reasonable determination of the Administrative Agent, a Dollar Equivalent of such currency is not readily calculable, the Administrative Agent shall promptly notify the Lenders and the Borrower, and such currency shall no longer be an Agreed Currency until such time as the Administrative Agent and the Lenders, as provided herein, agree to reinstate such currency as an Agreed Currency.

1.6Change of Currency.

A.Each obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such

35

CHAR1\1732468v1CHAR1\1735441v5

expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such borrowing, at the end of the then current Interest Period.

B.Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

C.Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country other than the United States and any relevant market conventions or practices relating to the change in currency.

1.7Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

Section 2.AMOUNTS AND TERMS OF LOANS

2.1Loans; Making of Loans; the Register; Optional Notes.

A.Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Revolving Lender hereby severally agrees to make Revolving Loans as described in subsection 2.1A(i), the Swing Line Lender hereby agrees to make the Swing Line Loans as described in subsection 2.1A(ii) and each Term Loan Lender hereby severally agrees to make Term Loans as described in subsection 2.1A(iii).

(i) Revolving Loans. Each Revolving Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Revolving Loans permitted to be outstanding from time to time, to make revolving loans (each such loan a “Revolving Loan”) to the Borrower in Dollars from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date in an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Revolving Loan Commitments to be used in accordance with the terms of this Agreement. The originalAs of the First Amendment Effective Date, the amount of each Revolving Lender’s Revolving Loan Commitment is set forth opposite its name on Schedule 2.1 and the original Revolving Loan Commitment Amount is $2,000,000,000as of the First Amendment Effective Date is $2,200,000,000; provided that the amount of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B and shall be reduced or increased from time to time by the amount of any reductions or increases thereto made pursuant to subsections 2.4 or 2.10. Each Revolving Lender’s Revolving Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and the Borrower hereby agrees that all Revolving Loans and all other Obligations of the Borrower then

36

CHAR1\1732468v1CHAR1\1735441v5

outstanding shall be paid in full on the Revolving Loan Commitment Termination Date; provided, however, that Obligations in respect of the Term Loans shall be paid as provided in subsections 2.4A(iv) and 2.2C. Amounts borrowed under this subsection 2.1A(i) may be repaid and reborrowed to but excluding the Revolving Loan Commitment Termination Date.

Anything contained in this Agreement to the contrary notwithstanding, the Revolving Loans and the Revolving Loan Commitments shall be subject to the limitation that in no event shall the Total Utilization of Revolving Loan Commitments at any time exceed the Revolving Loan Commitment Amount then in effect.

(ii)Swing Line Loans.

(a)General Provisions. The Swing Line Lender hereby agrees, subject to the limitations set forth in subsection 2.1A(ii)(e) and set forth below with respect to the maximum amount of Swing Line Loans permitted to be outstanding from time to time, to make a portion of the Revolving Loan Commitments available to the Borrower from time to time during the period from the Closing Date to but excluding the Revolving Loan Commitment Termination Date by making Swing Line Loans to the Borrower in Dollars in an aggregate amount not exceeding the amount of the Swing Line Loan Commitment to be used for the purposes identified in subsection 2.5A, notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s outstanding Revolving Loans and the Swing Line Lender’s Pro Rata Share of the Letter of Credit Usage then in effect, may exceed the Swing Line Lender’s Revolving Loan Commitment. The original amount of the Swing Line Loan Commitment is $75,000,000; provided that any reduction of the Revolving Loan Commitment Amount made pursuant to subsection 2.4 that reduces the Revolving Loan Commitment Amount to an amount less than the then current amount of the Swing Line Loan Commitment shall result in an automatic corresponding reduction of the amount of the Swing Line Loan Commitment to the amount of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Borrower, the Administrative Agent or the Swing Line Lender. The Swing Line Loan Commitment shall expire on the Revolving Loan Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than that date.

(b)Swing Line Loan Prepayment with Proceeds of Revolving Loans. With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower pursuant to subsection 2.4A(i), the Swing Line Lender may, at any time in its sole and absolute discretion but not less frequently than once every ten (10) Business Days, deliver to the Administrative Agent (with a copy to the Borrower), no later than 1:00 P.M. (New York Time) on the first Business Day in advance of the proposed Funding Date, a notice requesting the Revolving Lenders to make Revolving Loans that are Base Rate Loans on such Funding Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given. The Borrower hereby authorizes the giving of any such notice and the making of any such Revolving Loans. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Revolving Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such

37