8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2005

THE MOSAIC COMPANY

(Exact name of registrant as specified in its charter)

Delaware	001-32327	20-0891589
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12800 Whitewater Drive Minnetonka, Minnesota	55343
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 918-8270

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 19, 2005, registrant entered into Amendment No. 1 dated as of January 10, 2005 to the Credit Agreement (the “Interim Credit Agreement”), dated as of October 22, 2004, among registrant, the lenders party thereto and JP Morgan Chase Bank. Pursuant to the amendment, the Interim Credit Agreement was amended to extend the maturity date of the interim credit facility (the “Interim Credit Facility”) to which the Interim Credit Agreement relates from the earlier of January 20, 2005 or the date that all loans outstanding under the senior secured credit facility entered into by Mosaic Global Holdings Inc. (the “Mosaic Global Holdings Credit Facility”) pursuant to the Amended and Restated Credit Agreement dated as of May 17, 2001, as amended and restated as of February 21, 2003 and as subsequently amended, among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), Phosphate Acquisition Partners L.P. (successor by merger to Phosphate Resource Partners Limited Partnership), Mosaic Phosphates Company (formerly known as IMC Phosphates Company), the lenders party thereto and JP Morgan Chase Bank are fully repaid and commitments thereunder terminated to the earlier of March 24, 2005 or the date that all loans outstanding under the Mosaic Global Holdings Credit Facility are fully repaid and commitments thereunder are terminated. It is the Company’s intent to replace the existing Interim Credit Facility and the Mosaic Global Holdings Credit Facility prior to March 24, 2005. There can be no assurance that prior to March 24, 2005 the Company will be able to replace the Interim Credit Facility or the Mosaic Global Holdings Credit Facility or obtain any necessary extensions.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Reference is made to the Exhibit Index hereto which is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE MOSAIC COMPANY
Date: January 25, 2005	By:	/s/ Richard L. Mack
	Name:	Richard L. Mack
	Title:	Senior Vice President, General
		Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 1 dated as of January 10, 2005 to the Credit Agreement, dated as of October 22, 2004, among registrant, the lenders party thereto and JP Morgan Chase Bank

EX-10.1

Exhibit 10.1

AMENDMENT No. 1 dated as of January 10, 2005, to the Credit Agreement dated as of October 22, 2004 (the “Credit Agreement”), among THE MOSAIC COMPANY (the “Company”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative 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. The definition of “Revolving Maturity Date” is hereby amended by deleting “January 20, 2005” and substituting “March 24, 2005” therefor.

SECTION 2. Representations and Warranties. The Company represents and warrants to the Administrative Agent and to each of the Lenders that:

(a) This Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of the Company set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date.

(c) Immediately after giving effect to this Amendment, no Default shall have occurred and be continuing.

SECTION 3. Conditions to Effectiveness. This Amendment shall become effective when the Administrative Agent shall have received (a) counterparts of this Amendment that, when taken together, bear the signatures of the Company and each of the Lenders and (b) payment of all expenses required to be paid or reimbursed by the Company under or in connection with this Amendment and the Credit Agreement, in each case to the extent such expenses have been invoiced at least two Business Days prior to the date that this Amendment becomes effective.

SECTION 4. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference

to the Credit Agreement shall mean the Credit Agreement as amended or modified hereby. This Amendment shall be a Loan Document for all purposes. Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment.

SECTION 7. Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent.

SECTION 8. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[The remainder of this page has been left blank intentionally.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

THE MOSAIC COMPANY,

by

Name:

Title:

JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK), individually and as Administrative Agent,

by

Name:

Title:

SIGNATURE PAGE TO AMENDMENT NO. 1, DATED AS OF JANUARY 10, 2005, IN RESPECT OF THE CREDIT AGREEMENT, DATED OCTOBER 22, 2004, AMONG THE MOSAIC COMPANY, THE LENDERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A.

Name of Institution:

by

Name:

Title: