WORK ORDER

Exhibit 10.ii.b

WORK ORDER

THIS WORK ORDER (the “FSC Work Order”), is made and entered into this 29th day of December, 2006, by and between CARGILL, INCORPORATED (“Cargill”) , through its North America Financial Service Center (“FSC”), and THE MOSAIC COMPANY (“Mosaic”) , and except as otherwise provided herein, shall be subject to all terms and conditions set forth in the Master Services Agreement (the “Master Agreement”) dated December 29, 2006, by and between Cargill and Mosaic.

1. Scope of Services

A. Subject to the terms of this FSC Work Order , FSC will provide to the North American operations of Mosaic the following services (collectively the “Services”), which Services, and expectations of the FSC related to the inputs to be provided by Mosaic, are more particularly described in the Appendices attached to this FSC Work Order and made a part hereof:

 

B. Services will be provided to Mosaic by FSC on the terms set forth in the above-described attachments for each of the functional areas. Changes in levels of service, changes in measurement and any performance issues will be resolved by the FSC and Mosaic process owners identified in Appendix 12. If the parties are unable to resolve an issue, the matter will be directed to the Mosaic/Cargill FSC Governance Team for final resolution. The Governance Team will be composed of individuals in the following positions: Mosaic – Vice President of Finance and Chief Accounting Officer, and Director of Corporate Accounting; Cargill – Financial Service Center Operations Manager and Financial Service Center Controller. The Governance Team will be responsible for the overall relationship between Mosaic and the FSC.

 

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C. FSC and Mosaic acknowledge that Services provided pursuant to this FSC Work Order constitute related party transactions and that this FSC Work Order is subject to approval of the Cargill Relationship Committee (“CRC”) and the Special Transactions Committee of the Mosaic Board of Directors (“STC”). This FSC Work Order will not be effective between FSC and Mosaic until and unless it has been approved by the CRC and the STC.

2. Term and Termination

A. The term of this FSC Work Order will commence on October 1, 2006 and will expire on September 30, 2009. Thereafter, this FSC Work Order may be renewed for additional three (3) year periods upon mutual agreement of the parties. Notice of intention to negotiate a renewal of this FSC Work Order must be provided to the other party by written notice not less than six (6) months prior to the expiration of the term then in effect.

B. If either party materially breaches any of its duties or obligations under this FSC Work Order, and such material breach is not cured within thirty (30) days after written notice of the breach, then the non-breaching party may terminate this FSC Work Order as of the effective date specified in such notice (which date will not be earlier than the end of such thirty (30) day cure period).

C. Notwithstanding the foregoing, either party may, at its option, and without cause, terminate this FSC Work Order by providing the terminating party not less than nine (9) months advance written notice to the other party, which notice may not be given prior to October 1, 2007.

3. Compensation/Payment

In consideration for the performance of the Services, Mosaic agrees to pay to FSC the service fees as set forth in each of the applicable Appendices attached hereto, and as estimated in Appendix 11.

Charging Method:

Services and associated charges are broken down into two categories: transaction based services, and hourly services.

 

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Transaction based services. These are based on agreed upon projected volumes of specific transactions processed such as accounts payable vouchers, payments, expense reports, cash receipts applied, etc.

 

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Hourly services. These are agreed upon services that are performed and the effort is recorded based on the time involved to perform the service such as handling supplier inquiries, traveler questions, customer invoice distribution, etc.

 

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Pass Through Costs:

Costs incurred by the FSC for the benefit of Mosaic will be billed to Mosaic as these costs occur.

Examples of pass-through costs include mailing cost for Mosaic’s specific needs, external resources hired specifically for Mosaic related projects or activities, costs for equipment purchased exclusively for use by Mosaic, etc.

Charging:

Charges for the Services provided to Mosaic will be billed monthly. The billing will be one month in arrears and reflect the actual transaction volumes and hours for the previous month.

Pricing of Services:

Pricing of Services will be as provided in this FSC Work Order and will be good for a period of one (1) year. After one (1) year, the pricing will be reviewed and adjusted as agreed upon by both parties as of the first anniversary of this FSC Work Order. A three percent (3 %) per year price increase will be applied to the updated pricing in the third year of the FSC Work Order.

Travel Costs:

All travel costs incurred on behalf of Mosaic that will be charged to Mosaic will be presented to Mosaic for approval prior to incurring the cost.

4. Resources provided to FSC by Mosaic :

Mosaic will provide FSC with access to SAP, Stellent, Mosaic business systems and other systems necessary to perform the activities and provide the level of service agreed upon in this FSC Work Order. Mosaic will ensure that licensing on all business systems that will be used by the FSC allows for third party access and usage of the systems. Mosaic will provide FSC written documentation indicating approval from the vendor that the systems can be accessed and used by third parties on behalf of Mosaic. Mosaic will provide FSC personnel access to the support systems for the Mosaic based applications being used, and support for these systems at a level necessary to fulfill FSC’s obligations under this FSC Work Order. Mosaic will provide FSC personnel with the appropriate training on Mosaic systems as systems are updated or changed and FSC agrees to follow Mosaic’s procedures while using its systems.

Mosaic will provide the technology, equipment, and infrastructure necessary to support any unique processing, services, and communications necessary to provide Mosaic with the level of service agreed upon in this FSC Work Order. This includes unique equipment required by Mosaic such as routers, corporate backbone access, customer support center, EDI, LAN/WAN network, mainframe communications, remote access, etc. This list is not intended to be all-inclusive but to provide examples of items needed to continue to provide service to Mosaic. Mosaic will provide these items at no cost to FSC.

 

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5. Interruption of Service

In the event of unforeseen circumstances such as weather events or system outages, FSC will employ “best efforts” to carry out all critical activities. Critical activities will include payments, lockbox processing and urgent address book set-ups. The FSC will maintain an updated business continuation plan that addresses the processing needs of Mosaic and how those needs will be met during an unexpected interruption at the FSC. This plan will be available for review by Mosaic personnel upon request.

6. Notice

Any notice required to be given by this FSC Work Order will be delivered personally or sent by telecopy, overnight courier or first class mail, postage prepaid, to the following address:

 

or to such other address or telecopy number as either party may hereafter designate in writing to the other party. Notices will be effective upon receipt.

IN WITNESS WHEREOF , the parties have executed this FSC Work Order as of the day, month, and year set forth in the first paragraph.

 

 

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Appendix 1

Address Book

Transaction Based Services:

Supplier, and Employee Address Book Additions and Changes: Address Book requests from Mosaic will be processed within 24 hours of receipt by the FSC. If Mosaic submits an “Urgent” Address Book request, it will be processed within one hour. This service level will be achieved 95% of the time for “Urgent” requests and 90% of the time for “Normal” requests. Customer Address Book records are not within scope of services expected by Mosaic.

1099 Adjustments: Adjustments submitted to the FSC by the stated deadline will be processed prior to 1099’s being printed and sent to suppliers. Adjustments received by the FSC after the stated deadline will be considered late and additional charges for processing will apply. Late adjustments may result in revisions or corrections, which is a Customer Driven Service, rather than an adjustment.

Pricing: Charge rates are based on projected costs and volumes, and are calculated to reflect the level of effort required for each service. Rates are as follows:

 

Measurement: Address book request cycle times will be monitored and reported to Mosaic quarterly.

FSC Expectations of Mosaic:

 

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“Urgent” will be applied to requests only when appropriate, as this does negatively impact processing efficiency.

 

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Accounting for 1099’able transactions will follow the appropriate account code structure. Failure to do so results in significant rework by both the FSC and Mosaic for 1099 processing.

 

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W-9 certificates will be requested by Mosaic to speed up the process and to avoid putting payments on hold status. Tax regulation defines monetary penalties for all 1099’s issued with incorrect or missing Tax ID information.

 

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Address Book accounts will be set up throughout the year for 1099’able payments made outside of SAP, to minimize the setup work needed during 1099 season.

 

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Standard service level agreement timeframes do not apply to spreadsheets submitted for acquisitions or large quantities. Spreadsheets will be processed as soon as possible, among Normal and Urgent requests.

Address Book – cont’d.

 

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Customer Driven Services:

 

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Address Book Help Line assistance

 

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SAP implementation work (includes efforts to assist Mosaic with loading new address books and to obtain W-9 forms)

 

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Address Book tool User setup requests

 

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1099 year end processing. Mosaic will provide all system and tax compliance expertise related to 1099s.

 

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1099 Revisions and Corrections (changes made to 1099’s after they have been mailed to suppliers)

 

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Missing Tax-ID follow-up when Mosaic has indicated an AB record was not 1099’able, yet 1099’able transactions are recorded to it

 

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Miscellaneous report requests

 

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W-9/ 1099 Process : The FSC requests W-9 information from counter parties where appropriate and carries out the annual 1099 reporting process for Mosaic. Suppliers who do not provide Tax ID information that is required by law will have all payments placed on “hold” status until such information is provided.

 

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Audit Log Monitoring -10% of all address book additions and changes will be verified against the original documentation for internal control purposes

 

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Name Change Research – Research performed to verify if name can be changed of if a new AB record needs to be set up

 

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Address Book Consolidation – The process of consolidating duplicate Address Book records

Pricing: Charging is based on actual time to perform the service. The charge rate is all-inclusive and reflects the cost of personnel, technology, operating support and supplies, and infrastructure.

Customer Driven Services will be charged out at a rate of $45.00 per hour. Services requiring IT support will be charged out at $105.00 per hour.

 

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Appendix 2

Cash Application

Transaction Based Services:

Electronic Receipts Processing: Customer payments received through bank lockboxes, inbound 820 or ACH direct debit. Service commitment is 100% of lockboxes will be monitored and reported to Mosaic treasury the same day the EDI transmission is received at the FSC. The FSC will provide this service on all banking days regardless of stipulated Cargill or Mosaic holidays.

Cash in Transit (CIT) Item Processing: A CIT item is a lockbox receipt for which the automated process is unable to match with a customer invoice in SAP. Cash in transit items are manually applied. The service commitment is that 100% of all CIT items will be cleared within 24 hours of receipt of deposit support information from the bank. The 100% excludes waiting on information from Mosaic and delays in Address Book setup. Same day application is achieved by utilizing imaged check support for which the FSC has been provided access by Mosaic.

Exception Item Clearing: An exception item is a receipt that has been applied to a customer’s account; however, has not been matched to a specific invoice or the dollar amounts do not match. The service commitment is 98% of the exception will be coded or called within 72 hours from receipt of the bank support.

Level 1 Exceptions: These are any manual write off’s (including discounts).

Level 2 Exceptions: All other exceptions that are followed up by the cash application team. Examples include short pays, deductions or unapplied cash.

Manual Receipts Processing: Invoice application of wire transfers/ACH payments, non-customer receipts, over the counter receipts and other manual transactions. The service commitment is 100% of all invoice receipts will be completed within 24 hours of notification. In situations where application of funds is pending response from Mosaic or customer, the FSC will apply funds within 24 hours of response.

Credit Card Processing: Method of clearing an invoice by obtaining a customer’s credit card information.

CHAX Processing: Method of clearing an invoice by creating a check that replicates the customer’s faxed payment.

Pricing: Charge rates are based on projected costs and volumes, and are calculated to reflect the level of effort required for each service. Rates are as follows:

 

 

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Cash Application – Cont’d.

Measurement: Mosaic will be advised whenever the above noted performance standards are not achieved.

FSC Expectations of Mosaic:

 

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Include the vendor bank account number when requesting new address books

 

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Forward deduction support received at Mosaic location to the FSC

 

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Fully utilize Mosaic lockbox network

 

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Develop and implement SAP auto-apply cash application tool

Customer Driven Services:

 

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ACH direct debit set ups

 

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Inbound 820 trading partner screenings/set ups

 

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Pre-advise wire confirmations - contacting customers to verify receipt of wire transfer

 

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Miscellaneous report requests

 

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Return items

 

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Customer reimbursements

 

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Inter-company monitoring

 

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Managing the suspense account

Pricing: Charging is based on actual time to perform the service. The charge rate is all-inclusive and reflects the cost of personnel, technology, operating support and supplies, and infrastructure.

Customer Driven Services will be charged out at a rate of $45.00 per hour. Services requiring IT support will be charged out at $105.00 per hour.

 

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Appendix 3

Collections

Collection Activities : Mosaic and the FSC Collections team (“Collections”) agree Collections will act as an extension of Mosaic in recovering the past due accounts receivable. To achieve optimal customer service and A/R collection performance, Mosaic and Collections make the following mutual commitments:

FSC Collections Agrees to:

 

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Set and monitor collector goals (such as ADP, ADL, % current plus 1-5) and review on a monthly basis

 

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Execute best practice collections strategies as agreed upon with Mosaic (prioritize workload high $, high risk)

 

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Contact customer through fax, telephone, letter, e-mail as required

 

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Pursue collection activities assertively according to sales terms

 

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Document collection activities in SAP

 

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Completion of workload on a weekly basis

 

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Exhaust all other collection attempts and do necessary research before engaging Mosaic’s personnel

 

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Participate in Mosaic conference calls as needed

 

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Monitor and communicate Mosaic objective results and customer issues via monthly A/R reporting

 

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Continue to communicate with Mosaic contacts

Pricing: Charge rates are based on projected costs and are calculated to reflect the level of collection activity projected for Mosaic. The charge is all-inclusive an