Mosaic Global Holdings Inc. Watch

from 8-K 8 pages Amendment No. 5 Dated as of October 8, 2004, to the Amended and Restated Credit Agreement Dated as of May 17, 2001, Amended and Restated as of February 21, 2003 (The “Credit Agreement”), Among Imc Global Inc. (The “Company”), the Borrowing Subsidiaries Party Thereto (Together With the Company, the “Borrowers”), the Lenders Party Thereto, Jpmorgan Chase Bank, as Administrative Agent (The “Administrative Agent”), and Goldman Sachs Credit Partners L.P., as Syndication Agent. Whereas, the Company Has Requested, and the Undersigned Lenders and the Administrative Agent Have Agreed, Upon the Terms and Subject to the Conditions Set Forth Herein, That the Credit Agreement Be Amended as Provided Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Amendments to Section 1.01. Section 1.01 of the Credit Agreement Is Hereby Amended as Follows: (A) the Definition of “Change in Control” Is Hereby Amended to Read in Its Entirety as Follows

from 425 8 pages Amendment No. 5 Dated as of October 8, 2004, to the Amended and Restated Credit Agreement Dated as of May 17, 2001, Amended and Restated as of February 21, 2003 (The “Credit Agreement”), Among Imc Global Inc. (The “Company”), the Borrowing Subsidiaries Party Thereto (Together With the Company, the “Borrowers”), the Lenders Party Thereto, Jpmorgan Chase Bank, as Administrative Agent (The “Administrative Agent”), and Goldman Sachs Credit Partners L.P., as Syndication Agent. Whereas, the Company Has Requested, and the Undersigned Lenders and the Administrative Agent Have Agreed, Upon the Terms and Subject to the Conditions Set Forth Herein, That the Credit Agreement Be Amended as Provided Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Amendments to Section 1.01. Section 1.01 of the Credit Agreement Is Hereby Amended as Follows: (A) the Definition of “Change in Control” Is Hereby Amended to Read in Its Entirety as Follows

from 10-Q 1 page Amendment No. 2 Dated as of June 20, 2003 (This "Amendment"), to the Amended and Restated Credit Agreement Dated as of May 17, 2001, Amended and Restated as of February 21, 2003 (The "Credit Agreement"), Among Imc Global Inc. (The "Company"), the Borrowing Subsidiaries Party Thereto (Together With the Company, the "Borrowers"), the Lenders Party Thereto, Jpmorgan Chase Bank, as Administrative Agent (The "Administrative Agent"), and Goldman Sachs Credit Partners L.P., as Syndication Agent. Whereas, the Company Has Requested, and the Undersigned Lenders and the Administrative Agent Have Agreed, Upon the Terms and Subject to the Conditions Set Forth Herein, That the Credit Agreement Be Amended as Provided Herein; Now, Therefore, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, and Subject to the Conditions Set Forth Herein, the Parties Hereto Hereby Agree as Follows: Section 1. Amendment to Section 1.01. Section 1.01 of the Credit Agreement Is Hereby Amended by Adding the Defined Term "Carlsbad Sop Business" in the Appropriate Alphabetical Order, to Read in Its Entirety as Follows: "Carlsbad Sop Business" Means the Company's Business That Is Engaged in the Manufacture of Sulphate of Potash (Sop) in Carlsbad, New Mexico, and the Sale Thereof. Section 2. Amendment to Section 6.05. Section 6.05 of the Credit Agreement Is Hereby Amended as Follows: (A) by Deleting the Text "And" Immediately Following Clause (M) in Section 6.05 of the Credit Agreement; (B) by Adding the Text "And" Immediately Following Clause (N) in Section 6.05 of the Credit Agreement; and (C) by Adding the Following New Clause (O) Immediately After Clause (N) in Section 6.05 of the Credit Agreement: (O) the Sale of the Assets of the Carlsbad Sop Business; Section 3. Representations and Warranties. the Company Represents and Warrants to the Administrative Agent and to Each of the Lenders That

from 8-K >50 pages Credit Agreement Dated May 17, 2001

from 10-Q >50 pages Restated Five-Year Credit Agreement

from 10-K >50 pages Amended and Restated Five-Year Credit Agreement

from 10-K >50 pages 45,000,000 Revolving Loan Agreement

from 10-K 1 page Amendment No. 1 to 364-Day Credit Agreement

from 10-K 1 page Amendment No. 4 to Canadian Five-Year Credit

from 10-K ~5 pages Amendment No. 3 to Canadian Five-Year Credit

from 10-K ~10 pages Amendment No. 2 to Canadian Five-Year Credit

from 10-K 1 page Amendment No. 1 to Canadian Five-Year Credit

from 10-K ~50 pages 364-Day Credit Agreement

from 10-K 1 page Amendment No. 3 to Five-Year Credit Agreement

from 10-K ~5 pages Amendment No. 2 to Five-Year Credit Agreement

from 10-K ~5 pages Amendment No. 1 to Five-Year Credit Agreement

from 10-Q >50 pages $1,000,000,000 364 Day Credit Agreement

from 10-K >50 pages Five-Year Canadian Credit Agreement

from 8-K ~50 pages Ex-10.2 364-Day Credit Agreement

from 8-K >50 pages Ex-10.1 Five Year Credit Agreement