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 | 2004 |
Certificate of Formation
Certificate of Formation (2K)
Doc #1497159: This document is immediately available for purchase, but does not have a preview available for viewing.
1497159
| | |
| Full Doc
| 2010 |
Certificate of Limited Partnership
Certificate of Limited Partnership (9K)
Doc #4031991: This document is immediately available for purchase, but does not have a preview available for viewing.
4031991
| | |
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| 2004 |
Letter of Consent
Letter of Consent (35K)
Doc #1497192: Click preview link for longer preview.
LETTER OF CONSENT
(For Participant Use Only)
Relating to the Following Securities
Total Consideration
Outstanding
Principal
Amount
Security
CUSIP Number
Early Consent
Premium
Consent
Fee
Guarantees
Indenture Date
High-Yield Notes
( . . .
1497192
| |
IMC Global
As referenced in this Letter of Consent:
IMC Global – Senior Debentures due 2011
449669AB6
Guarantees
December 1, 1991
$
9,595,000
6.55% Notes due 2005
449669AJ9
Guarantees
July 17, 1997
of
MOSAIC GLOBAL HOLDINGS INC.
(formerly known as IMC Global Inc.)
and to the Following Securities
Outstanding
Principal
Amount
Security
CUSIP Number
Consideration
Indenture Date
$
150,000,000
7% Senior Notes due 2008
356903AB0
Guarantees
February 1, 1996 (as supplemented
_____________
IMC Global – No. 449669CG3), 9.45% Senior Debentures due
2
2011 (CUSIP No. 449669AB6) and/or 6.55% Notes due 2005 (CUSIP No. 449669AJ9) of Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (IMC), and/or 7% Senior Notes due 2008 (CUSIP No. 356903AB0) of Phosphate Acquisition Partners L.P. (the successor to Phosphate Resource Partners Limited Partnership), a
_____________
dt 1655004
|
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| 2004 |
Letter of Consent
Letter of Consent (35K)
Doc #1497253: Click preview link for longer preview.
LETTER OF CONSENT
(For Participant Use Only)
Relating to the Following Securities
Total Consideration
Outstanding
Principal
Amount
Security
CUSIP Number
Early Consent
Premium
Consent
Fee
Guarantees
Indenture Date
High-Yield Notes
( . . .
1497253
| |
IMC Global
As referenced in this Letter of Consent:
IMC GLOBAL – 1, 1998
$
18,490,000
9.45% Senior Debentures due 2011
449669AB6
Guarantees
December 1, 1991
$
9,595,000
6.55% Notes due 2005
449669AJ9
Guarantees
July 17, 1997
of
IMC GLOBAL INC.
and to the Following Securities
Outstanding
Principal
Amount
Security
CUSIP Number
Consideration
Indenture Date
$
150,000,000
7% Senior Notes due 2008
356903AB0
Guarantees
February 1, 1996 (as supplemented
_____________
IMC Global – 449669CD0), 7.625% Notes due 2005 (CUSIP No. 449669CG3), 9.45% Senior Debentures due
2
2011 (CUSIP No. 449669AB6) and/or 6.55% Notes due 2005 (CUSIP No. 449669AJ9) of IMC Global Inc., a Delaware corporation (IMC), and/or 7% Senior Notes due 2008 (CUSIP No. 356903AB0) of Phosphate Resource Partners Limited Partnership, a Delaware limited partnership (PLP). By execution hereof, the
_____________
dt 1655006
|
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| 2005 |
Credit Agreement
Credit Agreement (423K)
Doc #1497082: Click preview link for longer preview.
CREDIT AGREEMENT
dated as of
February 18, 2005
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
J.P. MORGAN SECURITIES INC.
as Sole Bookrunner and Co-Lead Arranger
and
BNP PARIBAS
as Co-Lead Arranger
[CSM Ref. . . .
1497082
|
IMC Global
As referenced in this Credit Agreement:
IMC Global – amended by Amendment No. 1 thereto dated as of June 15, 2004 and Amendment No. 2 thereto dated as of October 18, 2004, among the Global Borrower (as successor to IMC Global Inc.), the Parent Borrower, GNS Acquisition Corp., Cargill and the Fertilizer Borrower (as successor to Cargill Fertilizer Inc.).
Monetary Acquisition Consideration means, in respect of any Permitted Acquisition, consideration in
_____________
IMC Global – Inc.) and The Bank of New York, as Trustee.
1997 Global Indenture means the Indenture dated as of July 17, 1997, as amended, between the Global Borrower (as successor to IMC Global Inc.) and The Bank of New York, as Trustee.
1998 Global Indenture means the Indenture dated as of August 1, 1998, as amended, between the Global Borrower (as successor to
_____________
IMC Global – Inc.) and The Bank of New York, as Trustee.
1998 Global Indenture means the Indenture dated as of August 1, 1998, as amended, between the Global Borrower (as successor to IMC Global Inc.) and The Bank of New York, as Trustee.
Notice of Competitive Bid means notice given pursuant to Section 2.21 substantially in the form of Exhibit M.
Obligations has
_____________
IMC Global – meaning assigned to such term in Section 6.09.
2001 Global Indentures means the Indentures dated as of May 17, 2001, as amended, between the Global Borrower (as successor to IMC Global Inc.), the guarantors named therein and The Bank of New York, as Trustee.
2003 Global Indenture means the Indenture dated as of August 1, 2003, as amended, between the Global
_____________
IMC Global – therein and The Bank of New York, as Trustee.
2003 Global Indenture means the Indenture dated as of August 1, 2003, as amended, between the Global Borrower (as successor to IMC Global Inc.), the guarantors named therein and BNY Midwest Trust Company, as Trustee.
2008 Senior Notes means the Global Borrowers 10.875% Senior Notes due 2008 and PLPs 7% Senior Notes
_____________
dt 1394618
;
 BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
14
Business Day, the average (rounded upwards, if necessary, to the next 1/100 of
_____________
Bank of New York, – or more negative.
1991 Global Indenture means the Indenture dated as of December 1, 1991, as amended, between the Global Borrower (as successor to IMC Fertilizer Group, Inc.) and The Bank of New York, as Trustee.
1997 Global Indenture means the Indenture dated as of July 17, 1997, as amended, between the Global Borrower (as successor to IMC Global Inc.) and The Bank
_____________
Bank of New York, – New York, as Trustee.
1997 Global Indenture means the Indenture dated as of July 17, 1997, as amended, between the Global Borrower (as successor to IMC Global Inc.) and The Bank of New York, as Trustee.
1998 Global Indenture means the Indenture dated as of August 1, 1998, as amended, between the Global Borrower (as successor to IMC Global Inc.) and The Bank
_____________
Bank of New York, – New York, as Trustee.
1998 Global Indenture means the Indenture dated as of August 1, 1998, as amended, between the Global Borrower (as successor to IMC Global Inc.) and The Bank of New York, as Trustee.
Notice of Competitive Bid means notice given pursuant to Section 2.21 substantially in the form of Exhibit M.
Obligations has the meaning assigned to such term
_____________
Bank of New York – on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such
_____________
dt 1588931
;
|
GS Credit
As referenced in this Credit Agreement:
Goldman Sachs Credit Partners L. – as subsequently amended), among the Global Borrower, certain of its subsidiaries, the lenders party thereto, JPMorgan Chase Bank, N.A. (as successor to JPMorgan Chase Bank), as Administrative Agent, and Goldman Sachs Credit Partners L. P., as Syndication Agent.
Existing Letters of Credit means the letters of credit listed on Schedule 1.02.
Existing Loan Agreements means the Existing Global Credit Agreement and the Mosaic
_____________
dt 1553106
;
J.P. Morgan
As referenced in this Credit Agreement:
J.P. MORGAN SECURITIES INC – 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
J.P. MORGAN SECURITIES INC .
as Sole Bookrunner and Co-Lead Arranger
and
BNP PARIBAS
as Co-Lead Arranger
[CSM Ref. No. 6701-419]
TABLE OF CONTENTS
ARTICLE I
Definitions
SECTION 1.01. Defined
_____________
dt 1494421
;
JPMorgan Chase
As referenced in this Credit Agreement:
JPMORGAN CHASE BANK, – of
February 18, 2005
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
J.P. MORGAN SECURITIES INC.
as Sole Bookrunner and Co-Lead Arranger
and
BNP PARIBAS
as Co-Lead Arranger
[CSM Ref. No. 6701-419]
_____________
JPMORGAN CHASE BANK, – of February 18, 2005 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.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the
_____________
JPMorgan Chase Bank, – upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
Administrative Agent means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means, with
_____________
JPMorgan Chase Bank, – Code means the Internal Revenue Code of 1986, as amended from time to time.
Collateral means any and all Collateral, as defined in any applicable Security Document.
Collateral Agent means JPMorgan Chase Bank, N.A., in its capacity as collateral agent under the Loan Documents.
Collateral and Guarantee Requirement means the requirement that:
(a) the Collateral Agent shall have received either (i) (
_____________
JPMorgan Chase Bank, – as of May 17, 2001, as amended and restated as of February 21, 2003 (and as subsequently amended), among the Global Borrower, certain of its subsidiaries, the lenders party thereto, JPMorgan Chase Bank, N.A. (as successor to JPMorgan Chase Bank), as Administrative Agent, and Goldman Sachs Credit Partners L.P., as Syndication Agent.
Existing Letters of Credit means the letters of
_____________
dt 1407388
|
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| 2004 |
Credit Agreement
Credit Agreement (263K)
Doc #1497186: Click preview link for longer preview.
CREDIT AGREEMENT
dated as of
October 22, 2004
among
THE MOSAIC COMPANY
The Lenders Party Hereto
JPMORGAN CHASE BANK,
as Administrative Agent
J.P. MORGAN SECURITIES INC.
as Sole Bookrunner and Sole Lead Arranger
[CSM Ref. No. 6701-441]
TABLE OF CONTENTS
ARTICLE I
Definitions
SECTION 1.01. Defined Terms
1
SECTION 1.02. Classification of Loans and . . .
1497186
|
IMC Global
As referenced in this Credit Agreement:
IMC Global – indirect Control of the Borrower by any Person or group, other than Cargill or any subsidiary of Cargill.
Change of Control Offer means the offer required to be made by IMC Global pursuant to the terms of the High Yield IMC Senior Notes Indentures, as a result of the transactions contemplated by the Merger Agreement, to purchase debt securities outstanding thereunder.
Change
_____________
IMC Global – any Loan Party shall have been pledged pursuant to the Pledge Agreement (except that the Loan Parties shall not be required to pledge any Indebtedness representing loans or advances to IMC Global and its subsidiaries) and, to the extent any such Indebtedness shall be evidenced by a promissory note, the Collateral Agent shall have received all such promissory notes, together with instruments
_____________
IMC Global, – 15(e).
Existing IMC Credit Agreement means the Credit Agreement dated as of May 17, 2001, as amended and restated as of February 21, 2003 (and as subsequently amended), among IMC Global, certain of its subsidiaries, the lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Goldman Sachs Credit Partners L.P., as Syndication Agent.
8
Extended Letter of Credit
_____________
IMC Global – or wastes of any nature regulated pursuant to any Environmental Law.
High Yield IMC Senior Notes Indentures means the 2001 and 2003 IMC Indentures under which senior unsecured notes of IMC Global are issued and all other instruments, agreements and other documents evidencing or governing such notes or providing for any Guarantee or other right in respect thereof.
IMC Debt Amendments means
_____________
IMC Global – other documents evidencing or governing such notes or providing for any Guarantee or other right in respect thereof.
IMC Debt Amendments means those amendments of existing public debt securities of IMC Global and certain of its subsidiaries as described in the IMC Debt Consent Solicitation.
IMC Debt Consent Solicitation means the consent solicitation described in the draft Form S-4 of the
_____________
dt 1394628
;
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%)
_____________
Bank of New York – on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such
_____________
Bank of New York, – meaning assigned to such term in Section 6.09.
2001 IMC Indentures means the Indentures dated as of May 17, 2001 between IMC Global, the guarantors named therein and The Bank of New York, as Trustee.
2003 IMC Indenture means the Indenture dated as of August 1, 2003 between IMC Global, the guarantors named therein and BNY Midwest Trust Company, as Trustee.
Type,
_____________
dt 1588940
;
|
GS Credit
As referenced in this Credit Agreement:
Goldman Sachs Credit Partners L. – amended and restated as of February 21, 2003 (and as subsequently amended), among IMC Global, certain of its subsidiaries, the lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Goldman Sachs Credit Partners L. P., as Syndication Agent.
8
Extended Letter of Credit has the meaning assigned to such term in Section 2.04(m).
Federal Funds Effective Rate means, for any day, the
_____________
dt 1553110
;
J.P. Morgan
As referenced in this Credit Agreement:
J.P. MORGAN SECURITIES INC – AS OF OCTOBER 22, 2004
Exhibit 10.3
CREDIT AGREEMENT
dated as of
October 22, 2004
among
THE MOSAIC COMPANY
The Lenders Party Hereto
JPMORGAN CHASE BANK,
as Administrative Agent
J.P. MORGAN SECURITIES INC .
as Sole Bookrunner and Sole Lead Arranger
[CSM Ref. No. 6701-441]
TABLE OF CONTENTS
ARTICLE I
Definitions
SECTION 1.01. Defined Terms
1
SECTION 1.02. Classification of
_____________
dt 1494425
;
JPMorgan Chase
As referenced in this Credit Agreement:
JPMORGAN CHASE BANK, – 14 dex103.htm CREDIT AGREEMENT DATED AS OF OCTOBER 22, 2004
Exhibit 10.3
CREDIT AGREEMENT
dated as of
October 22, 2004
among
THE MOSAIC COMPANY
The Lenders Party Hereto
JPMORGAN CHASE BANK,
as Administrative Agent
J.P. MORGAN SECURITIES INC.
as Sole Bookrunner and Sole Lead Arranger
[CSM Ref. No. 6701-441]
TABLE OF CONTENTS
ARTICLE I
Definitions
SECTION 1.01.
_____________
JPMORGAN CHASE BANK, – Permitted Investments
Schedule 6.05 Asset Swaps
Schedule 6.10 Restrictive Agreements
5
CREDIT AGREEMENT dated as of October 22, 2004
among THE MOSAIC COMPANY, the LENDERS party hereto,
and JPMORGAN CHASE BANK, as Administrative Agent.
The parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, unless the context otherwise requires, the following
_____________
JPMorgan Chase Bank, – upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.
Administrative Agent means JPMorgan Chase Bank, in its capacity as administrative agent for the Lenders hereunder.
Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate means, with respect to
_____________
JPMorgan Chase Bank, – Code means the Internal Revenue Code of 1986, as amended from time to time.
Collateral means any and all Collateral, as defined in any applicable Security Document.
Collateral Agent means JPMorgan Chase Bank, in its capacity as collateral agent under the Loan Documents.
Collateral and Guarantee Requirement means the requirement that:
(a) the Collateral Agent shall have received from each Loan Party
_____________
JPMorgan Chase Bank, – dated as of May 17, 2001, as amended and restated as of February 21, 2003 (and as subsequently amended), among IMC Global, certain of its subsidiaries, the lenders party thereto, JPMorgan Chase Bank, as Administrative Agent, and Goldman Sachs Credit Partners L.P., as Syndication Agent.
8
Extended Letter of Credit has the meaning assigned to such term in Section 2.04(
_____________
dt 1407390
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| 2006 |
Fertilizer Supply Agreement
Fertilizer Supply Agreement (15K)
Doc #2386679: This document is immediately available for purchase, but does not have a preview available for viewing.
2386679
| | |
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| 2005 |
Fourth Supplemental Indenture
Fourth Supplemental Indenture (39K)
Doc #1497109: Click preview link for longer preview.
FOURTH SUPPLEMENTAL INDENTURE
This Fourth Supplemental Indenture (this �Supplemental Indenture�), dated as of January 4, 2005 is by and among Phosphate Acquisition Partners L.P., a Delaware limited partnership (as successor to Phosphate Resource Partners Limited Partnership (formerly known as Freeport-McMoRan Resource Partners, Limited Partnership)) (the �Issuer�), The Mosaic Company, a Delaware corporation (�Mosaic�), Mosaic Fertilizer, LLC, a Delaware limited liability company (�Mosaic Fertilizer�), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (�Mosaic . . .
1497109
|
IMC Global
As referenced in this Fourth Supplemental Indenture:
IMC Global – mean Mosaic Fertilizer, LLC, a limited liability company organized under the laws of Delaware, and any successor thereto.
Mosaic Global Holdings shall mean Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation and indirect parent company of the Issuer, and any successor thereto.
Note Guarantee shall mean a guarantee of the Senior Notes issued by a Guarantor under
_____________
dt 1394626
;
|
BNY
As referenced in this Fourth Supplemental Indenture:
Bank of New York, – Global Holdings 10.875% Senior Notes due 2013 (the 2013 Indenture), (ii) the Indenture, dated as of May 17, 2001, among Mosaic Global Holdings, the Guarantors named therein and The Bank of New York, as trustee, with respect to Mosaic Global Holdings 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among Mosaic
_____________
Bank of New York, – Holdings 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among Mosaic Global Holdings, the Guarantors named therein and The Bank of New York, as trustee, with respect to Mosaic Global Holdings 11.250% Senior Notes due 2011 (the 2011 Indenture), in each case as amended, restated or supplemented from time to time.
_____________
dt 1588939
;
JPMorgan Chase
As referenced in this Fourth Supplemental Indenture:
JPMorgan Chase Bank, – The Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (Mosaic Crop Nutrition), and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), a national banking association, as trustee under the Original Indenture referred to below (the Trustee).
W I T N E S S
_____________
JPMorgan Chase Bank, – by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Trustee is filed by the Trustee with the Issuer) to JPMorgan Chase Bank, N.A., 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional Trust Services.
11
Article VIII
MISCELLANEOUS
Section 8.1. Effect of Supplemental Indenture; Effectiveness
_____________
JPMORGAN CHASE BANK, – By:
/s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
MOSAIC CROP NUTRITION, LLC,
as Guarantor
By:
/s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
JPMORGAN CHASE BANK, N.A., as Trustee
By:
/s/ James D. Heaney
Name: James D. Heaney
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Fourth Supplemental Indenture (
_____________
JPMorgan Chase Bank, – as successor to Phosphate Resource Partners Limited Partnership (formerly known as Freeport-McMoRan Resource Partners, Limited Partnership)) (the Issuer), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the Indenture) dated as of February 1,
_____________
JPMorgan Chase Bank, – as Chemical Bank), as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the Indenture) dated as of February 1, 1996 between the Issuer and JPMorgan Chase Bank, N.A. (formerly known as Chemical Bank), as Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.
The undersigned, [ ],
_____________
dt 1407389
|
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| 2006 |
Global Resolution Agreement
Global Resolution Agreement (28K)
Doc #1496922: Click preview link for longer preview.
GLOBAL RESOLUTION AGREEMENT
This GLOBAL RESOLUTION AGREEMENT (this �Agreement�) is made as of October 13, 2005, by and among THE MOSAIC COMPANY, a Delaware corporation (�Mosaic�), U.S. AGRI-CHEMICALS CORPORATION, a Florida corporation (�USAC�), and SINOCHEM CORPORATION, a corporation organized under the laws of the People�s Republic of China and the ultimate parent entity of USAC (�Sinochem�).
RECITALS
WHEREAS, the parties, by entering into this Agreement and the ancillary agreements contemplated herein, desire to resolve and settle various . . .
1496922
| |
U.S. Bank, NA
As referenced in this Global Resolution Agreement:
U.S. Bank National Association – 1.3 Escrow Agreement.
(a) The parties agree that, on October 13, 2005, Mosaic shall deposit the Early Termination Payment and the Rock Litigation Payment (together, the Escrow Amount) with U.S. Bank National Association (the Escrow Agent) to be held in escrow by the Escrow Agent in accordance with the terms of an Escrow Agreement in the form attached hereto as Exhibit B (
_____________
dt 1343188
|
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| 2004 |
IRS Determination Letter
IRS Determination Letter (4K)
Doc #1497143: Click preview link for longer preview.
IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
IRS DETERMINATION LETTER
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: Sep 18, 2002
Employer Identification Number:
36-3492467
DLN:
17007052054002
IMC GLOBAL INC
Person to Contact:
C/O CYNTHIA A HICKEY
LOW-SHU WONG
ID# 11753
SIDLEY AUSTIN BROWN & . . .
1497143
| |
IMC Global
As referenced in this IRS Determination Letter:
IMC Global – Determination Letter re: IMC Global Inc. Profit Sharing and Savings Plan
EX-5.1 2 dex51.htm DETERMINATION LETTER RE: IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
Exhibit 5.1
IMC GLOBAL INC. PROFIT
_____________
IMC GLOBAL – Determination Letter re: IMC Global Inc. Profit Sharing and Savings Plan
EX-5.1 2 dex51.htm DETERMINATION LETTER RE: IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
Exhibit 5.1
IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
IRS DETERMINATION LETTER
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX
_____________
IMC GLOBAL – Letter re: IMC Global Inc. Profit Sharing and Savings Plan
EX-5.1 2 dex51.htm DETERMINATION LETTER RE: IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
Exhibit 5.1
IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
IRS DETERMINATION LETTER
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: Sep 18, 2002
Employer Identification Number:
_____________
IMC GLOBAL – SAVINGS PLAN
IRS DETERMINATION LETTER
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: Sep 18, 2002
Employer Identification Number:
36-3492467
DLN:
17007052054002
IMC GLOBAL INC
Person to Contact:
C/O CYNTHIA A HICKEY
LOW-SHU WONG
ID# 11753
SIDLEY AUSTIN BROWN & WOOD
Contact Telephone Number:
BANK ONE PLAZA 10 S DEARBORN
(877) 829-
_____________
IMC GLOBAL – A HICKEY
LOW-SHU WONG
ID# 11753
SIDLEY AUSTIN BROWN & WOOD
Contact Telephone Number:
BANK ONE PLAZA 10 S DEARBORN
(877) 829-5500
CHICAGO, IL 60603-0000
Plan Name:
IMC GLOBAL INC PROFIT SHARING
AND SAVINGS PLAN
Plan Number: 004
Dear Applicant:
We have made a favorable determination on the plan identified above based on the information you have supplied. Please
_____________
dt 1394627
|
| Full Doc
| 2008 |
Manufacturing Agreement
Manufacturing Agreement (15K)
Doc #3241431: This document is immediately available for purchase, but does not have a preview available for viewing.
3241431
| | |
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| 2007 |
Master Services Agreement
Master Services Agreement (33K)
Doc #2857938: Click preview link for longer preview.
MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (the �Agreement�) is entered into as of this 29th day of December, 2006, with effect from October 22, 2006 (the �Effective Date�) by and between CARGILL, INCORPORATED, a Delaware corporation (hereafter �Cargill�) and THE MOSAIC COMPANY, a Delaware corporation (hereafter �Mosaic�).
WITNESSETH:
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger and Contribution dated as of January 26, 2004 by and among Cargill, Mosaic and IMC Global Inc., a Delaware corporation (�IMC�) (the �Merger Agreement�), Cargill and . . .
2857938
| |
IMC Global
As referenced in this Master Services Agreement:
IMC Global – corporation (hereafter Mosaic).
WITNESSETH:
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger and Contribution dated as of January 26, 2004 by and among Cargill, Mosaic and IMC Global Inc., a Delaware corporation (IMC) (the Merger Agreement), Cargill and IMC combined their respective worldwide fertilizer businesses (the Business Combination);
WHEREAS, Cargill and its controlled Affiliates have agreed to provide
_____________
dt 1721783
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| 2004 |
Master Transition Services Agreement
Master Transition Services Agreement (38K)
Doc #1497212: Click preview link for longer preview.
MASTER TRANSITION SERVICES AGREEMENT
This MASTER TRANSITION SERVICES AGREEMENT (the �Agreement�) is entered into on this 22nd day of October, 2004 (the �Effective Date�) by and between CARGILL, INCORPORATED, a Delaware corporation (hereafter �Cargill�) and THE MOSAIC COMPANY, a Delaware corporation (formerly known as GLOBAL NUTRITION SOLUTIONS, INC.) (hereafter �Mosaic�).
WITNESSETH:
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger and Contribution dated as of January 26, 2004 by and among Cargill, Mosaic and IMC Global Inc., a Delaware . . .
1497212
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IMC Global
As referenced in this Master Transition Services Agreement:
IMC Global – INC.) (hereafter Mosaic).
WITNESSETH:
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger and Contribution dated as of January 26, 2004 by and among Cargill, Mosaic and IMC Global Inc., a Delaware corporation (IMC) (the Merger Agreement), Cargill and IMC will, contemporaneously with the effectiveness of this Agreement, combine their respective worldwide fertilizer businesses (the Business Combination);
WHEREAS, Cargill
_____________
dt 1655005
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| Full Doc
| 2005 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (13K)
Doc #1497123: This document is immediately available for purchase, but does not have a preview available for viewing.
1497123
| | |
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| 2006 |
Non-Qualified Stock Option Agreement
Non-Qualified Stock Option Agreement (15K)
Doc #2277610: Click preview link for longer preview.
THE MOSAIC COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT
This NON-QUALIFIED STOCK OPTION AGREEMENT (the �Agreement�) is made this 1st day of August, 2005, by and between The Mosaic Company, a Delaware corporation (the �Company�) and (the �Participant�).
1. Grant of Option/Termination of Option. The Company hereby grants Participant the option (the �Option�) to purchase all or any part of an aggregate of shares ( . . .
2277610
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| Full Doc
| 2006 |
Product Supply Agreement
Product Supply Agreement (7K)
Doc #2386693: This document is immediately available for purchase, but does not have a preview available for viewing.
2386693
| | |
| Full Doc
| 2007 |
Product Supply Agreement
Product Supply Agreement (9K)
Doc #2857946: This document is immediately available for purchase, but does not have a preview available for viewing.
2857946
| | |
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (42K)
Doc #1496924: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is made as of December 1, 2005 by and between The Mosaic Company, a Delaware corporation (the �Company�), and U.S. Agri-Chemicals Corporation, a Florida corporation (�USAC�).
RECITALS
WHEREAS, the Company, Mosaic Fertilizer, LLC, a Delaware limited liability company and a subsidiary of the Company (�Mosaic Fertilizer�), USAC and Sinochem Corporation, a corporation organized under the laws of the People�s Republic of China, have entered into an Asset . . .
1496924
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (42K)
Doc #1497204: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is made as of January 26, 2004 by and between Global Nutrition Solutions, Inc., a Delaware corporation (the �Company�), and Cargill, Incorporated, a Delaware corporation (�Cargill�).
RECITALS
WHEREAS, concurrently with the execution of this Agreement, IMC Global Inc., a Delaware corporation (�IMC�), the Company, GNS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, Cargill and Cargill Fertilizer, Inc., a Delaware corporation and . . .
1497204
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IMC Global
As referenced in this Registration Rights Agreement:
IMC Global – 26, 2004 by and between Global Nutrition Solutions, Inc., a Delaware corporation (the Company), and Cargill, Incorporated, a Delaware corporation (Cargill).
RECITALS
WHEREAS, concurrently with the execution of this Agreement, IMC Global Inc., a Delaware corporation (IMC), the Company, GNS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company, Cargill and Cargill Fertilizer, Inc., a Delaware corporation
_____________
dt 1394629
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (4K)
Doc #2386671: Click preview link for longer preview.
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 (this �Amendment�), dated as of this 31st day of March, 2006, amends that certain Registration Rights Agreement dated as of December 1, 2005 (the �Agreement�), by and between The Mosaic Company, a Delaware corporation (the �Company�), and U.S. Agri-Chemicals Corporation, a Florida corporation (�USAC�).
RECITALS
WHEREAS, the Agreement was entered into in connection with the execution of that certain Asset Purchase Agreement dated October 13, 2005 (the �Purchase Agreement�), by and among the Company, . . .
2386671
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (68K)
Doc #2655947: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
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 . . .
2655947
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Barclays Capital
As referenced in this Registration Rights Agreement:
Barclays Capital Inc – 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
_____________
dt 1628871
;
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities Inc – 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
_____________
J.P. MORGAN SECURITIES INC – Title:
Vice President,
40
WESTERN AG-MINERALS COMPANY
By
Name:
Richard L. Mack
Title:
Vice President and Assistant Secretary,
41
Confirmed and accepted as of the date first above written:
J.P. MORGAN SECURITIES INC .
For itself and on behalf of the several Initial Purchasers
By
Authorized Signatory
42
Annex A
Counterpart to Registration Rights Agreement
The undersigned hereby absolutely, unconditionally and irrevocably agrees
_____________
J.P. Morgan Securities Inc – The Mosaic Companys 7 3/8% Senior Notes due 2014, dated as of December 1, 2006 by and among The Mosaic Company, a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities Inc ., on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed
_____________
dt 1677784
;
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Scotia Capital
As referenced in this Registration Rights Agreement:
Scotia Capital (USA) Inc – 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
_____________
dt 1627668
;
U.S. Bank, NA
As referenced in this Registration Rights Agreement:
U.S. Bank National Association, – the meaning set forth in Section 5(c) hereof.
Indenture shall mean the Indenture relating to the Securities dated as of December 1, 2006 among the Company, the Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.
Initial Purchasers shall have the meaning set forth in the
_____________
dt 1644417
;
UBS Securities
As referenced in this Registration Rights Agreement:
UBS Securities LLC – 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
_____________
dt 1665685
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| 2006 |
Registration Rights Agreement
Registration Rights Agreement (68K)
Doc #2655948: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
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 . . .
2655948
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Barclays Capital
As referenced in this Registration Rights Agreement:
Barclays Capital Inc – 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
_____________
dt 1628872
;
J.P. Morgan
As referenced in this Registration Rights Agreement:
J.P. Morgan Securities Inc – 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
_____________
J.P. MORGAN SECURITIES INC – Title:
Vice President,
40
WESTERN AG-MINERALS COMPANY
By
Name:
Richard L. Mack
Title:
Vice President and Assistant Secretary,
41
Confirmed and accepted as of the date first above written:
J.P. MORGAN SECURITIES INC .
For itself and on behalf of the several Initial Purchasers
By
Authorized Signatory
42
Annex A
Counterpart to Registration Rights Agreement
The undersigned hereby absolutely, unconditionally and irrevocably agrees
_____________
J.P. Morgan Securities Inc – The Mosaic Companys 7 5/8% Senior Notes due 2016, dated as of December 1, 2006 by and among The Mosaic Company, a Delaware corporation, the guarantors party thereto and J.P. Morgan Securities Inc ., on behalf of itself and the other Initial Purchasers) to be bound by the terms and provisions of such Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned has executed
_____________
dt 1677785
;
|
Scotia Capital
As referenced in this Registration Rights Agreement:
Scotia Capital (USA) Inc – 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
_____________
dt 1627669
;
U.S. Bank, NA
As referenced in this Registration Rights Agreement:
U.S. Bank National Association, – the meaning set forth in Section 5(c) hereof.
Indenture shall mean the Indenture relating to the Securities dated as of December 1, 2006 among the Company, the Guarantors and U.S. Bank National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.
Initial Purchasers shall have the meaning set forth in the
_____________
dt 1644418
;
UBS Securities
As referenced in this Registration Rights Agreement:
UBS Securities LLC – 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
_____________
dt 1665686
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| 2005 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (10K)
Doc #1497125: This document is immediately available for purchase, but does not have a preview available for viewing.
1497125
| | |
| Full Doc
| 2005 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (11K)
Doc #1497126: This document is immediately available for purchase, but does not have a preview available for viewing.
1497126
| | |
| Full Doc
| 2006 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (13K)
Doc #2277611: This document is immediately available for purchase, but does not have a preview available for viewing.
2277611
| | |
| Full Doc
| 2006 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (14K)
Doc #2277613: This document is immediately available for purchase, but does not have a preview available for viewing.
2277613
| | |
| Full Doc
| 2006 |
Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement (10K)
Doc #2277614: This document is immediately available for purchase, but does not have a preview available for viewing.
2277614
| | |
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| 2005 |
Service Agreement
Service Agreement (10K)
Doc #1497035: Click preview link for longer preview.
SERVICE AGREEMENT
between
MOSAIC FERTILIZER, LLC, of 8813 Highway 41 South, Riverview, Florida 33569 USA
(hereinafter referred to as ?Mosaic?)
and
CARGILL INTERNATIONAL SA, OCEAN TRANSPORTATION DIVISION of 14 Chemin-de-Normandie, 1206 Geneva, Switzerland (hereinafter referred to as ?Cargill?);
(collectively
referred to as ?the Parties? or individually as ?a Party?)
WHEREAS Mosaic approached Cargill in respect of its ocean freight needs;
WHEREAS Cargill is a major provider of ocean transportation;
. . .
1497035
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| 2007 |
Services Agreement
Services Agreement (6K)
Doc #2857942: This document is immediately available for purchase, but does not have a preview available for viewing.
2857942
| | |
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| 2006 |
Shared Service and Access Agreement
Shared Service and Access Agreement (46K)
Doc #2386696: Click preview link for longer preview.
Port Cargill
Shared Service and Access Agreement
This Shared Service and Access Agreement (�Agreement�), effective October 22, 2004 (�Effective Date�), is made between Cargill, Incorporated (�Cargill�) acting through its Cargill Salt business unit(s) (�Salt�) and Cargill Ag Horizons (�CAH�) business units and GNS III (U.S.) LLC (�Holding Company�); and
WHEREAS, Cargill owns real property located at Lynn Avenue South, Savage, Minnesota as shown on Exhibit A (�Port Cargill�) on which Salt, CAH and its Crop Nutrition business unit (�Crop Nutrition�) conduct respective salt, grain and . . .
2386696
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IMC Global
As referenced in this Shared Service and Access Agreement:
IMC Global, – respective salt, grain and fertilizer businesses operations in addition to the operations of other business units, functions and affiliates of Cargill (collectively, the Port Tenants);
WHEREAS, contemporaneously herewith, Cargill and IMC Global, Inc. (IMC) consummated a transaction in which (i) Cargill contributed all of the assets and liabilities comprising the Cargill Fertilizer Business (as defined in that certain Agreement and Plan
_____________
dt 1721781
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Shared Service and Access Agreement
Shared Service and Access Agreement (43K)
Doc #2386697: Click preview link for longer preview.
Houston Property
Shared Service and Access Agreement
This Shared Service and Access Agreement (�Agreement�), effective October 22, 2004 (�Effective Date�), is made between Cargill, Incorporated (�Cargill�) acting through its Grain and Oilseeds Supply Chain North America business unit (�GOSCNA�) and GNS III (U.S.) LLC (�Holding Company�); and
WHEREAS, Cargill owns real property located at 16150 Peninsula Blvd., Houston, Texas as shown on Exhibit A (the �Houston Property�) on which both its Crop Nutrition business unit and GOSCNA conduct their respective fertilizer and grain . . .
2386697
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IMC Global
As referenced in this Shared Service and Access Agreement:
IMC Global, – as shown on Exhibit A (the Houston Property) on which both its Crop Nutrition business unit and GOSCNA conduct their respective fertilizer and grain businesses;
WHEREAS, contemporaneously herewith, Cargill and IMC Global, Inc. (IMC) consummated a transaction in which (i) Cargill contributed all of the assets and liabilities comprising the Cargill Fertilizer Business (as defined in that certain Contribution and Merger
_____________
dt 1721782
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Summary of Board of Director Compensation
Summary of Board of Director Compensation (1K)
Doc #1496880: This document is immediately available for purchase, but does not have a preview available for viewing.
1496880
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| 2005 |
Supplemental Indenture
Supplemental Indenture (33K)
Doc #1497090: Click preview link for longer preview.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this �Supplemental Indenture�), dated as of January 4, 2005 is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the �Company�), The Mosaic Company, a Delaware corporation (�Mosaic�), Mosaic Fertilizer, LLC, a Delaware limited liability company (�Mosaic Fertilizer�), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (�Mosaic Crop Nutrition�), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below ( . . .
1497090
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IMC Global
As referenced in this Supplemental Indenture:
IMC Global – 1991
EXHIBIT 10.i.c.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this Supplemental Indenture), dated as of January 4, 2005 is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the Company), The Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited
_____________
IMC Global – Reale
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture) dated as of , among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended
_____________
IMC Global – hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of December 1, 1991, by and between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), as Issuer, and The Bank of New York, as Trustee, (as amended, restated or supplemented from time to time, the Indenture), and subject to the provisions of the Indenture, (
_____________
dt 1394619
;
|
BNY
As referenced in this Supplemental Indenture:
Bank of New York, – Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (Mosaic Crop Nutrition), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company
_____________
Bank of New York, – to the Companys 10.875% Senior Notes due 2013 (the 2013 Indenture), (ii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company,
_____________
Bank of New York, – the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 11.250% Senior Notes due 2011 (the 2011 Indenture), in each case as amended, restated or supplemented from time to time.
High-
_____________
BANK OF NEW YORK, – s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
MOSAIC CROP NUTRITION, LLC,
as Guarantor
By:
/s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By:
/s/ Remo J. Reale
Name: Remo J. Reale
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture)
_____________
Bank of New York, – Supplemental Indenture) dated as of , among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the Indenture) dated as of December 1, 1991 between the Company and The Bank
_____________
dt 1588932
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| 2005 |
Supplemental Indenture
Supplemental Indenture (37K)
Doc #1497092: Click preview link for longer preview.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this �Supplemental Indenture�), dated as of January 4, 2005 is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the �Company�), The Mosaic Company, a Delaware corporation (�Mosaic�), Mosaic Fertilizer, LLC, a Delaware limited liability company (�Mosaic Fertilizer�), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (�Mosaic Crop Nutrition�), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below ( . . .
1497092
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IMC Global
As referenced in this Supplemental Indenture:
IMC Global – 1997
EXHIBIT 10.i.d.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this Supplemental Indenture), dated as of January 4, 2005 is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the Company), The Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited
_____________
IMC Global – Reale
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture) dated as of , among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended
_____________
IMC Global – hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of July 17, 1997, by and between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), as Issuer, and The Bank of New York, as Trustee, (as amended, restated or supplemented from time to time, the Indenture), and subject to the provisions of the Indenture, (
_____________
dt 1394620
;
|
BNY
As referenced in this Supplemental Indenture:
Bank of New York, – Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (Mosaic Crop Nutrition), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company
_____________
Bank of New York, – to the Companys 10.875% Senior Notes due 2013 (the 2013 Indenture), (ii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company,
_____________
Bank of New York, – the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 11.250% Senior Notes due 2011 (the 2011 Indenture), in each case as amended, restated or supplemented from time to time.
2
_____________
BANK OF NEW YORK, – s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
MOSAIC CROP NUTRITION, LLC,
as Guarantor
By:
/s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By:
/s/ Remo J. Reale
Name: Remo J. Reale
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture)
_____________
Bank of New York, – Supplemental Indenture) dated as of , among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the Indenture) dated as of July 17, 1997 between the Company and The Bank
_____________
dt 1588933
|
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| 2005 |
Supplemental Indenture
Supplemental Indenture (34K)
Doc #1497093: Click preview link for longer preview.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this �Supplemental Indenture�), dated as of January 5, 2005, is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the �Company�), The Mosaic Company, a Delaware corporation (�Mosaic�), Mosaic Fertilizer, LLC, a Delaware limited liability company (�Mosaic Fertilizer�), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (�Mosaic Crop Nutrition�), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below ( . . .
1497093
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IMC Global
As referenced in this Supplemental Indenture:
IMC Global – 1998
EXHIBIT 10.i.e
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this Supplemental Indenture), dated as of January 5, 2005, is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the Company), The Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited
_____________
IMC Global – President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture) dated as of January 5, 2005 among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended
_____________
IMC Global – hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of August 1, 1998, by and between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), as Issuer, and The Bank of New York, as Trustee, (as amended, restated or supplemented from time to time, the Indenture), insofar as the Indenture relates to the Issuers
_____________
dt 1394621
;
|
BNY
As referenced in this Supplemental Indenture:
Bank of New York, – Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (Mosaic Crop Nutrition), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company
_____________
Bank of New York, – to the Companys 10.875% Senior Notes due 2013 (the 2013 Indenture), (ii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company,
_____________
Bank of New York, – the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 11.250% Senior Notes due 2011 (the 2011 Indenture), in each case as amended, restated or supplemented from time to time.
High-
_____________
BANK OF NEW YORK, – s/ Richard L. Mack
Name:
Richard L. Mack
Title:
Vice President
MOSAIC CROP NUTRITION, LLC, as Guarantor
By:
/s/ Richard L. Mack
Name:
Richard L. Mack
Title:
Vice President
THE BANK OF NEW YORK, as Trustee
By:
/s/ Remo J. Reale
Name:
Remo J. Reale
Title:
Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture)
_____________
Bank of New York, – as of January 5, 2005 among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the Indenture) dated as of August 1, 1998 between the Company and The Bank
_____________
dt 1588934
|
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Supplemental Indenture
Supplemental Indenture (34K)
Doc #1497097: Click preview link for longer preview.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this �Supplemental Indenture�), dated as of January 4, 2005, is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the �Company�), The Mosaic Company, a Delaware corporation (�Mosaic�), Mosaic Fertilizer, LLC, a Delaware limited liability company (�Mosaic Fertilizer�), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (�Mosaic Crop Nutrition�), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below ( . . .
1497097
|
IMC Global
As referenced in this Supplemental Indenture:
IMC Global – 1998
EXHIBIT 10.i.f.
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this Supplemental Indenture), dated as of January 4, 2005, is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the Company), The Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited
_____________
IMC Global – Reale
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture) dated as of , among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended
_____________
IMC Global – hereby jointly and severally unconditionally guarantees, to the extent set forth in the Indenture dated as of August 1, 1998, by and between Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), as Issuer, and The Bank of New York, as Trustee, (as amended, restated or supplemented from time to time, the Indenture), insofar as the Indenture relates to the Issuers
_____________
dt 1394622
;
|
BNY
As referenced in this Supplemental Indenture:
Bank of New York, – Mosaic Company, a Delaware corporation (Mosaic), Mosaic Fertilizer, LLC, a Delaware limited liability company (Mosaic Fertilizer), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (Mosaic Crop Nutrition), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the Trustee).
W I T N E S S E T H:
WHEREAS, the Company
_____________
Bank of New York, – to the Companys 10.875% Senior Notes due 2013 (the 2013 Indenture), (ii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company,
_____________
Bank of New York, – the Companys 10.875% Senior Notes due 2008 (the 2008 Indenture) and (iii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Companys 11.250% Senior Notes due 2011 (the 2011 Indenture), in each case as amended, restated or supplemented from time to time.
High-
_____________
BANK OF NEW YORK, – s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
MOSAIC CROP NUTRITION, LLC,
as Guarantor
By:
/s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
THE BANK OF NEW YORK, as Trustee
By:
/s/ Remo J. Reale
Name: Remo J. Reale
Title: Vice President
EXHIBIT A
OFFICERS CERTIFICATE
Reference is made to that certain Supplemental Indenture (the Supplemental Indenture)
_____________
Bank of New York, – Supplemental Indenture) dated as of , among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.) (the Company), The Mosaic Company, Mosaic Fertilizer, LLC, Mosaic Crop Nutrition, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the Indenture) dated as of August 1, 1998 between the Company and The Bank
_____________
dt 1588935
|
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Supplemental Indenture
Supplemental Indenture (184K)
Doc #1497098: Click preview link for longer preview.
MOSAIC GLOBAL HOLDINGS INC.
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated as of May 17, 2001
10.875% Senior Notes Due 2008
TABLE OF CONTENTS
Page
ARTICLE I
. . .
1497098
|
IMC Global
As referenced in this Supplemental Indenture:
IMC GLOBAL – of May 17, 2001
EX-10.I.G 6 dex10ig.htm SUPPLEMENTAL INDENTURE DATED AS OF MAY 17, 2001
EXHIBIT 10.i.g.
MOSAIC GLOBAL HOLDINGS INC.
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated
_____________
IMC GLOBAL – of Contents, Heading, etc.
75
SECTION 8.9.
Separability.
75
-ii-
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of January 04, 2005, among MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), a Delaware corporation, as issuer (the Company or IMC), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware
_____________
IMC Global – formerly known as IMC Canada ULC), a Nova Scotia unlimited liability company;
Mosaic Chemical North America LLC (formerly known as IMC Chemical North America LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC
_____________
IMC Global – unlimited liability company;
Mosaic Chemical North America LLC (formerly known as IMC Chemical North America LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC Global Potash Holdings N.V., a Netherlands Antilles corporation;
_____________
IMC Global – LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC Global Potash Holdings N.V., a Netherlands Antilles corporation;
Mosaic Phosphates Company (formerly known as IMC Phosphates Company), a Delaware general partnership;
Mosaic Potash
_____________
dt 1394623
;
McGraw-Hill Companies
As referenced in this Supplemental Indenture:
McGraw-Hill Companies, Inc – Rule 144 promulgated under the Securities Act.
Rule 144A means Rule 144A promulgated under the Securities Act.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor thereto.
Sale and Leaseback Transaction has the meaning set forth in Section 4.15(b).
Securities Act means the Securities Act of 1933, as amended, or
_____________
dt 1518049
;
|
BNY
As referenced in this Supplemental Indenture:
BANK OF NEW YORK, – OF MAY 17, 2001
EXHIBIT 10.i.g.
MOSAIC GLOBAL HOLDINGS INC.
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated as of May 17, 2001
10.875% Senior Notes Due 2008
TABLE OF CONTENTS
Page
ARTICLE
_____________
BANK OF NEW YORK, – issuer (the Company or IMC), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware limited liability company, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the Trustee).
WHEREAS, the Company and certain guarantors identified therein have heretofore executed and delivered to the Trustee an indenture dated May
_____________
Bank of New York, – Rights Agreement means Exchange and Registration Rights Agreement, as defined in the 2011 Indenture.
2011 Indenture means the indenture entered into between the Company, the guarantors named therein and The Bank of New York, as trustee, dated the Issue Date, with respect to the 11.250% Senior Notes Due 2011 of the Company, as may be amended or supplemented from time to time.
_____________
BANK OF NEW YORK – WHITNEY LLP
50 South Sixth Street
Suite 1500
Minneapolis, Minnesota 55402
Attention: Jonathan B. Abram, Esq.
Fax Number: (612) 340-2868
If to the Trustee, Registrar or Paying Agent:
THE BANK OF NEW YORK
101 Barclay Street
Floor 21W
New York, New York 10286
Attention: Corporate Trust Administration
Fax Number: (212) 815-5915
Such notices or communications shall be effective when received and
_____________
BANK OF NEW YORK, – s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
MOSAIC CROP NUTRITION, LLC
By:
/s/ Richard L. Mack
Name: Richard L. Mack
Title: Vice President
S-2
THE BANK OF NEW YORK, as Trustee
By:
/s/ Remo J. Reale
Name: Remo J. Reale
Title: Vice President
S-3
ATTACHMENT A
15. Defaults and Remedies. Events of Default are set forth in
_____________
dt 1588936
;
GS Credit
As referenced in this Supplemental Indenture:
Goldman Sachs Credit Partners L. – 26, 2004 and October 8, 2004, by and among the Company and certain of the IMC Domestic Subsidiaries, as borrowers, JP Morgan Chase Bank, as administrative agent and collateral agent, Goldman Sachs Credit Partners L. P., as syndication agent, and the lenders party thereto from time to time, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments
_____________
dt 1553107
|
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Supplemental Indenture
Supplemental Indenture (184K)
Doc #1497101: Click preview link for longer preview.
MOSAIC GLOBAL HOLDINGS INC.,
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated as of May 17, 2001
11.250% Senior Notes Due 2011
TABLE OF CONTENTS
Page
. . .
1497101
|
IMC Global
As referenced in this Supplemental Indenture:
IMC GLOBAL – of May 17, 2001
EX-10.I.H 7 dex10ih.htm SUPPLEMENTAL INDENTURE DATED AS OF MAY 17, 2001
EXHIBIT 10.i.h.
MOSAIC GLOBAL HOLDINGS INC.,
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated
_____________
IMC GLOBAL – of Contents, Heading, etc.
68
SECTION 8.9.
Separability.
68
-ii-
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of January 04, 2005, among MOSAIC GLOBAL HOLDINGS INC. (formerly known as IMC GLOBAL INC.), a Delaware corporation, as issuer (the Company or IMC), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware
_____________
IMC Global – formerly known as IMC Canada ULC), a Nova Scotia unlimited liability company;
Mosaic Chemical North America LLC (formerly known as IMC Chemical North America LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC
_____________
IMC Global – unlimited liability company;
Mosaic Chemical North America LLC (formerly known as IMC Chemical North America LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC Global Potash Holdings N.V., a Netherlands Antilles corporation;
_____________
IMC Global – LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC Global Potash Holdings N.V., a Netherlands Antilles corporation;
Mosaic Phosphates Company (formerly known as IMC Phosphates Company), a Delaware general partnership;
Mosaic Potash
_____________
dt 1394624
;
McGraw-Hill Companies
As referenced in this Supplemental Indenture:
McGraw-Hill Companies, Inc – Rule 144 promulgated under the Securities Act.
Rule 144A means Rule 144A promulgated under the Securities Act.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor thereto.
Sale and Leaseback Transaction has the meaning set forth in Section 4.15(b).
Securities Act means the Securities Act of 1933, as amended, or
_____________
dt 1518050
;
|
BNY
As referenced in this Supplemental Indenture:
BANK OF NEW YORK, – OF MAY 17, 2001
EXHIBIT 10.i.h.
MOSAIC GLOBAL HOLDINGS INC.,
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
THE BANK OF NEW YORK, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated as of May 17, 2001
11.250% Senior Notes Due 2011
TABLE OF CONTENTS
Page
ARTICLE
_____________
BANK OF NEW YORK, – issuer (the Company or IMC), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware limited liability company, and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the Trustee).
WHEREAS, the Company and certain guarantors identified therein have heretofore executed and delivered to the Trustee an indenture dated May
_____________
Bank of New York, – Rights Agreement means Exchange and Registration Rights Agreement, as defined in the 2008 Indenture.
2008 Indenture means the indenture entered into between the Company, the guarantors named therein and The Bank of New York, as trustee, dated the Issue Date, with respect to the 10.875% Senior Notes Due 2008 of the Company, as may be amended or supplemented from time to time.
_____________
BANK OF NEW YORK – WHITNEY LLP
50 South Sixth Street
Suite 1500
Minneapolis, Minnesota 55402
Attention: Jonathan B. Abram, Esq.
Fax Number: (612) 340-2868
If to the Trustee, Registrar or Paying Agent:
THE BANK OF NEW YORK
101 Barclay Street
Floor 21W
New York, New York 10286
Attention: Corporate Trust Administration
Fax Number: (212) 815-5915
Such notices or communications shall be effective when received and
_____________
BANK OF NEW YORK, – s/ Richard L. Mack
Name:
Richard L. Mack
Title:
Vice President
MOSAIC CROP NUTRITION, LLC
By:
/s/ Richard L. Mack
Name:
Richard L. Mack
Title:
Vice President
S-2
THE BANK OF NEW YORK, as Trustee
By:
/s/ Remo J. Reale
Name:
Remo J. Reale
Title:
Vice President
S-3
ATTACHMENT A
15. Defaults and Remedies. Events of Default are set forth in
_____________
dt 1588937
;
GS Credit
As referenced in this Supplemental Indenture:
Goldman Sachs Credit Partners L. – 26, 2004 and October 8, 2004, by and among the Company and certain of the IMC Domestic Subsidiaries, as borrowers, JP Morgan Chase Bank, as administrative agent and collateral agent, Goldman Sachs Credit Partners L. P., as syndication agent, and the lenders party thereto from time to time, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments
_____________
dt 1553108
|
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Supplemental Indenture
Supplemental Indenture (184K)
Doc #1497105: Click preview link for longer preview.
MOSAIC GLOBAL HOLDINGS INC.
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
BNY MIDWEST TRUST COMPANY, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated as of August 1, 2003
10.875% Senior Notes Due 2013
TABLE OF CONTENTS
. . .
1497105
|
IMC Global
As referenced in this Supplemental Indenture:
IMC GLOBAL – of August 1, 2003
EX-10.I.I 8 dex10ii.htm SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 1, 2003
EXHIBIT 10.i.i
MOSAIC GLOBAL HOLDINGS INC.
(formerly known as IMC GLOBAL INC.),
THE MOSAIC COMPANY,
MOSAIC FERTILIZER, LLC,
MOSAIC CROP NUTRITION, LLC
and
BNY MIDWEST TRUST COMPANY, as Trustee
SUPPLEMENTAL INDENTURE
Dated as of January 4, 2005
to
INDENTURE
Dated as
_____________
IMC GLOBAL – of Contents, Heading, etc
75
SECTION 8.9.
Separability
75
-ii-
SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of January 04, 2005, among MOSAIC GLOBAL HOLDINGS, INC., (formerly known as IMC GLOBAL INC.), a Delaware corporation, as issuer (the Company or IMC), The Mosaic Company, a Delaware corporation, Mosaic Fertilizer, LLC, a Delaware limited liability company, Mosaic Crop Nutrition, LLC, a Delaware
_____________
IMC Global – formerly known as IMC Canada ULC), a Nova Scotia unlimited liability company;
Mosaic Chemical North America LLC (formerly known as IMC Chemical North America LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC
_____________
IMC Global – unlimited liability company;
Mosaic Chemical North America LLC (formerly known as IMC Chemical North America LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC Global Potash Holdings N.V., a Netherlands Antilles corporation;
_____________
IMC Global – LLC), a Delaware limited liability company;
IMC Global Dutch Holdings B.V., a Netherlands corporation;
IMC Global Netherlands B.V., a Netherlands corporation;
Mosaic Global Operations Inc. (formerly known as IMC Global Operations Inc.), a Delaware corporation;
IMC Global Potash Holdings N.V., a Netherlands Antilles corporation;
Mosaic Phosphates Company (formerly known as IMC Phosphates Company), a Delaware general partnership;
Mosaic Potash
_____________
dt 1394625
;
McGraw-Hill Companies
As referenced in this Supplemental Indenture:
McGraw-Hill Companies, Inc – Rule 144 promulgated under the Securities Act.
Rule 144A means Rule 144A promulgated under the Securities Act.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., or any successor thereto.
Sale and Leaseback Transaction has the meaning set forth in Section 4.15(b).
Securities Act means the Securities Act of 1933, as amended, or
_____________
dt 1518051
;
|
BNY
As referenced in this Supplemental Indenture:
Bank of New York, – Rights Agreement means Exchange and Registration Rights Agreement, as defined in the 2008 Indenture.
2008 Indenture means the indenture entered into between the Company, the guarantors named therein and The Bank of New York, as trustee, dated May 17, 2001, with respect to the 10.875% Senior Notes Due 2008 of the Company, as may be amended or supplemented from time to time.
_____________
Bank of New York, – Rights Agreement means Exchange and Registration Rights Agreement, as defined in the 2011 Indenture.
2011 Indenture means the indenture entered into between the Company, the guarantors named therein and The Bank of New York, as trustee, dated May 17, 2001, with respect to the 11.250% Senior Notes Due 2011 of the Company, as may be amended or supplemented from time to time.
_____________
dt 1588938
;
GS Credit
As referenced in this Supplemental Indenture:
Goldman Sachs Credit Partners L. – 26, 2004 and October 8, 2004, by and among the Company and certain of the IMC Domestic Subsidiaries, as borrowers, JP Morgan Chase Bank, as administrative agent and collateral agent, Goldman Sachs Credit Partners L. P., as syndication agent, and the lenders party thereto from time to time, including any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments
_____________
dt 1553109
|
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Supply Agreement
Supply Agreement (14K)
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1497037
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1497038
| | |
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1497039
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Supply Agreement
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Supply Agreement
THIS SUPPLY AGREEMENT made as of and effective the 22nd day of October, 2004.
BETWEEN:
MOSAIC (CANADA) L.P.
(hereinafter called �Mosaic�)
- and -
CARGILL LIMITED
(hereinafter called the � Cargill �)
Whereas Mosaic and its Affiliates (collectively, �The Mosaic Company�) manufacture, produce and supply a variety of agricultural fertilizers (the �Products�) to Cargill and, through Cargill, to retail crop input dealers in which Cargill has an equity interest.
And Whereas Cargill is in the business of selling agricultural fertilizers, including nitrogen based . . .
2386678
| | |
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2386681
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Supply Agreement
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2386687
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2386688
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2386689
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2386690
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2386691
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2386692
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Supply Agreement
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2857943
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Supply Agreement
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Supply Agreement
THIS SUPPLY AGREEMENT made as of and effective the day of , 2007
BETWEEN:
MOSAIC CANADA CROP NUTRITION L.P.
(hereinafter called �Mosaic�)
- and -
CARGILL LIMITED
(hereinafter called the � Cargill �)
Whereas Mosaic and its Affiliates (collectively, �The Mosaic Company�) manufacture, produce and supply a variety of agricultural fertilizers (the �Products�) to Cargill and, through Cargill, to . . .
3241423
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Supply Agreement
Supply Agreement (1K)
Doc #3241424: This document is immediately available for purchase, but does not have a preview available for viewing.
3241424
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| Full Doc
| 2008 |
Supply Agreement
Supply Agreement (1K)
Doc #3241425: This document is immediately available for purchase, but does not have a preview available for viewing.
3241425
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| 2008 |
Supply Agreement
Supply Agreement (1K)
Doc #3241426: This document is immediately available for purchase, but does not have a preview available for viewing.
3241426
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| Full Doc
| 2008 |
Supply Agreement
Supply Agreement (1K)
Doc #3241427: This document is immediately available for purchase, but does not have a preview available for viewing.
3241427
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| 2008 |
Supply Agreement
Supply Agreement (1K)
Doc #3241428: This document is immediately available for purchase, but does not have a preview available for viewing.
3241428
| | |
| Full Doc
| 2007 |
Work Order
Work Order (46K)
Doc #2857939: This document is immediately available for purchase, but does not have a preview available for viewing.
2857939
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| Full Doc
| 2007 |
Work Order
Work Order (115K)
Doc #2857941: This document is immediately available for purchase, but does not have a preview available for viewing.
2857941
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