0001193125-06-247934 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2006 • Mosaic Co • Agricultural chemicals • New York

This REGISTRATION RIGHTS AGREEMENT dated December 1, 2006 (the “Agreement”) is entered into by and among The Mosaic Company, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities Inc. (“JPMorgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Scotia Capital (USA) Inc., UBS Securities LLC, ABN AMRO Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”). The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated November 16, 2006 (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $475,000,000 principal amount of the Company’s 7 3/8% Senior Notes due 2014 (the “Securities”) and $475,000,000 principal amount of the Company’s 7 5/8% Senior Notes due 2016, in each case, which will be guaranteed on an unsecured senior basis by each of

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 18, 2005 As Amended and Restated As of December 1, 2006 among THE MOSAIC COMPANY MOSAIC FERTILIZER, LLC MOSAIC GLOBAL HOLDINGS INC. MOSAIC POTASH COLONSAY ULC The Foreign Borrowing...
Credit Agreement • December 7th, 2006 • Mosaic Co • Agricultural chemicals • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 1, 2006 among THE MOSAIC COMPANY, MOSAIC FERTILIZER, LLC, MOSAIC GLOBAL HOLDINGS INC., MOSAIC POTASH COLONSAY ULC, the FOREIGN BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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