0001003297-00-500013 Sample Contracts

THIRD AMENDMENT AND AGREEMENT UNDER THE PARTNERSHIP AGREEMENT
And Agreement • August 14th, 2000 • Phosphate Resource Partners Limited Partnership • Agricultural chemicals

This Third Amendment and Agreement Under the Partnership Agreement (this "Agreement") dated as of August 1, 1997 by and among (i) IMC Global Operations Inc., a Delaware corporation ("Operations"), (ii) Agrico, Limited Partnership (the "FRP Partner"), a Delaware limited partnership of which Freeport-McMoran Resource Partners, a Limited Partnership, a Delaware limited partnership ("FRP"), owns a 99.8% limited partnership interest and Agrico, Inc., a Delaware corporation (" FRP GPCo"), owns a 0.2% general partnership interest, (iii) IMC-Agrico MP, Inc. (the "Managing Partner"), a Delaware corporation, and (iv) IMC-Agrico Company, a Delaware general partnership (the "Partnership").

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SECOND AMENDMENT AND AGREEMENT UNDER THE PARTNERSHIP AGREEMENT
And Agreement • August 14th, 2000 • Phosphate Resource Partners Limited Partnership • Agricultural chemicals

This Second Amendment and Agreement Under the Partnership Agreement (this "Agreement") dated as of January 1, 1997 by and among (i) IMC Global Operations Inc., a Delaware corporation ("Operations"), (ii) Agrico, Limited Partnership (the "FRP Partner"), a Delaware limited partnership of which Freeport-McMoRan Resource Partners, Limited Partnership, a Delaware limited partnership ("FRP"), owns a 99.8% limited partnership interest and Agrico, Inc., a Delaware corporation ("FRP GPCo"), owns a 0.2% general partnership interest, (iii) IMC-Agrico MP, Inc. (the "Managing Partner"), a Delaware corporation, and (iv) IMC-Agrico Company, a Delaware general partnership (the "Partnership").

FOURTH AMENDMENT AND AGREEMENT UNDER THE PARTNERSHIP AGREEMENT
Fourth Amendment and Agreement Under the Partnership Agreement • August 14th, 2000 • Phosphate Resource Partners Limited Partnership • Agricultural chemicals

This Fourth Amendment and Agreement Under the Partnership Agreement (this "Amendment") is dated as of June 26, 2000 by and among (i) IMC Global Operations Inc., a Delaware corporation ("Operations "), (ii) Phosphate Resource Partners Limited Partnership, a Delaware limited partnership ("PLP"), (iii) IMC-Agrico MP, Inc., a Delaware corporation (the "Managing Partner"), and (iv) IMC-Agrico Company, a Delaware general partnership (the " Partnership").

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