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                                                                 EXHIBIT 4.i.(c)

                                 IMC GLOBAL INC.

                          10.875% Senior Notes Due 2013

                              guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by

               THE GUARANTORS LISTED ON THE SIGNATURE PAGES HEREOF


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                                  August 1, 2003

Goldman, Sachs & Co.
     As Representative of the several Purchasers
     named on Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

          IMC Global Inc., a Delaware corporation (the "COMPANY"), proposes to
issue and sell to the several purchasers named on Schedule I to the Purchase
Agreement (as defined herein) (the "PURCHASERS") upon the terms set forth in the
Purchase Agreement $400,000,000 aggregate principal amount of its 10.875% Senior
Notes Due 2013, which are guaranteed by the subsidiaries of the Company listed
on the signature pages hereof. As an inducement to the Purchasers to enter into
the Purchase Agreement and in satisfaction of a condition to the obligations of
the Purchasers thereunder, the Company agrees with the Purchasers for the
benefit of holders (as defined herein) From time to time of the Registrable
Securities (as defined herein) as follows:

          1.   CERTAIN DEFINITIONS. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

          "BASE INTEREST" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

          The term "BROKER-DEALER" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

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          "CLOSING DATE" shall mean the date on which the Securities are
     initially issued.

          "COMMISSION" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

          "EFFECTIVE TIME" in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

          "ELECTING HOLDER" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "EXCHANGE OFFER" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "EXCHANGE REGISTRATION" shall have the meaning assigned thereto in
     Section 3(c) hereof.

          "EXCHANGE REGISTRATION STATEMENT" shall have the meaning assigned
     thereto in Section 2(a) hereof.

          "EXCHANGE SECURITIES" shall have the meaning assigned thereto in
     Section 2(a) hereof.

          "GUARANTORS" shall have the meaning assigned thereto in the Indenture.

          The term "HOLDER" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

          "INDENTURE" shall mean the Indenture, dated as of the date hereof,
     among the Company, the Guarantors and The Bank of New York, as Trustee, as
     the same shall be amended from time to time.

          "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

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          The term "PERSON" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

          "PURCHASE AGREEMENT" shall mean the Purchase Agreement, dated as of
     July 18, 2003 among the Purchasers, the Guarantors and the Company relating
     to the Securities.

          "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 180-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

          "REGISTRATION DEFAULT" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "REGISTRATION EXPENSES" shall have the meaning assigned thereto in
     Section 4 hereof.

          "RESALE PERIOD" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "RESTRICTED HOLDER" shall mean (i) a holder that is an affiliate of
     the Company within the meaning of Rule 405, (ii) a holder who acquires
     Exchange Securities outside the ordinary course of such holder's business,
     (iii) a holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

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          "RULE 144," "RULE 405" and "RULE 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

          "SECURITIES" shall mean, collectively, the 10.875% Senior Notes Due
     2013 of the Company to be issued and sold to the Purchasers, and securities
     issued in exchange therefor or in lieu thereof pursuant to the Indenture.
     Each Security is entitled to the benefit of the guarantees provided for in
     the Indenture (the "GUARANTEES") and, unless the context otherwise
     requires, any reference herein to a "Security," an "Exchange Security" or a
     "Registrable Security" shall include a reference to the related Guarantees.

          "SECURITIES ACT" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

          "SHELF REGISTRATION" shall have the meaning assigned thereto in
     Section 2(b) hereof.

          "SHELF REGISTRATION STATEMENT" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "SPECIAL INTEREST" shall have the meaning assigned thereto in Section
     2(c) hereof.

          "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

          Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

          2.   REGISTRATION UNDER THE SECURITIES ACT.

          (a)  Except as set forth in Section 2(b) below, the Company and the
Guarantors agree to file under the Securities Act, no later than 150 days after
the Closing Date, a registration statement relating to an offer to exchange
(such registration statement, the "EXCHANGE REGISTRATION STATEMENT", and such
offer, the "EXCHANGE OFFER") any and all of the Securities for a like aggregate
principal amount of debt securities issued by the Company and guaranteed by the
Guarantors which debt securities and guarantees are substantially identical to
the Securities and the related Guarantees, respectively (and are entitled to the
benefits of a trust indenture which is substantially identical to the Indenture
or is the Indenture and which has been qualified under the Trust Indenture Act),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for the
additional interest contemplated in Section 2(c) below (such new debt securities
herein-

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after called "EXCHANGE SECURITIES"). The Company agrees to use its reasonable
best efforts to cause the Exchange Registration Statement to become effective
under the Securities Act as soon as practicable, but no later than 210 days
after the Closing Date. The Exchange Offer will be registered under the
Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act. The Company further
agrees to use its reasonable best efforts to commence and complete the Exchange
Offer promptly, but no later than 30 days after such registration statement has
become effective, hold the Exchange Offer open for at least 30 days and exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been "completed" only if the debt
securities and related guarantees received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and the Exchange Act and without material restrictions under the blue sky or
securities laws of a substantial majority of the States of the United States of
America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Registrable Securities pursuant to the Exchange Offer and (ii)
the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 30 days following the commencement of the Exchange Offer.
The Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is a
broker-dealer and (y) to keep such Exchange Registration Statement effective for
a period (the "RESALE PERIOD") beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 180th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities; PROVIDED, HOWEVER, that
in either case, the Company receives written notice from a broker-dealer that
such broker-dealer holds Registrable Securities that were acquired for the
account of such broker-dealer as a result of market making or similar
activities. With respect to such Exchange Registration Statement, such holders
shall have the benefit of the rights of indemnification and contribution set
forth in Sections 6(a), (c), (d) and (e) hereof.

          (b)  If (i) on or prior to the time the Exchange Offer is completed
existing Commission interpretations are changed such that the debt securities or
the related guarantees received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act,
(ii) the Exchange Offer has not been completed within 240 days following the
Closing Date or (iii) the Exchange Offer is not available to any holder of the
Securities, the Company shall, in lieu of (or, in the case of clause (iii), in
addition to) conducting the Exchange Offer contemplated by Section 2(a), file
under the Securities Act as soon as practicable, but no later than the later of
30 days after the time such obligation to file arises, a "shelf" registration
statement providing for the registration of, and the sale on a continuous or
delayed basis by the holders of, all of the Registrable Securities, pursuant to
Rule 415 or any similar rule that may be

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adopted by the Commission (such filing, the "SHELF REGISTRATION" and such
registration statement, the "SHELF REGISTRATION STATEMENT"); PROVIDED, HOWEVER,
that nothing in this Section 2(b) shall require the filing of a Shelf
Registration Statement prior to the filing deadline for the Exchange
Registration Statement. The Company agrees to use its reasonable best efforts
(x) to cause the Shelf Registration Statement to become or be declared effective
no later than 60 days after such Shelf Registration Statement is filed and to
keep such Shelf Registration Statement continuously effective for a period
ending on the earlier of the second anniversary of the Effective Time or such
time as there are no longer any Registrable Securities outstanding, PROVIDED,
HOWEVER, that no holder shall be entitled to be named as a selling
securityholder in the Shelf Registration Statement or to use the prospectus
forming a part thereof for resales of Registrable Securities unless such holder
is an Electing Holder, and (y) after the Effective Time of the Shelf
Registration Statement, promptly upon the written request of any holder of
Registrable Securities that is not then an Electing Holder, to take any action
reasonably necessary to enable such holder to use the prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such holder as a selling securityholder in the
Shelf Registration Statement, PROVIDED, HOWEVER, that nothing in this Clause (y)
shall relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof. The Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to use its reasonable
best efforts to furnish to each Electing Holder copies of any such supplement or
amendment prior to its being used or promptly following its filing with the
Commission. After such Shelf Registration Statement has been declared effective
by the Commission, the Company shall not be obligated to amend or supplement it
more than one time per quarterly period for the sole purpose of naming
additional holders.

          (c)  In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 30 days
after the initial effective date of the Exchange Registration Statement relating
to the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to
an effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded within five business days
by an additional registration statement filed and declared effective (each such
event referred to in clauses (i) through (iv), a "REGISTRATION DEFAULT" and each
period during which a Registration Default has occurred and is con-

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tinuing, a "REGISTRATION DEFAULT PERIOD"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 9(b), special
interest ("Special Interest"), in addition to the Base Interest, shall accrue at
a per annum rate of 0.25% on the principal amount of the Registrable Securities
for the first 90 days of the Registration Default Period, at a per annum rate of
0.50% for the second 90 days of the Registration Default Period, at a per annum
rate of 0.75% for the third 90 days of the Registration Default Period and at a
per annum rate of 1.0% thereafter for the remaining portion of the Registration
Default Period.

          (d)  The Company and the Guarantors shall take all reasonable actions
necessary or advisable to be taken by them to ensure that the transactions
contemplated herein are effected as so contemplated, including all actions
necessary or desirable to register the Guarantees under the registration
statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

          (e)  Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

          3.   REGISTRATION PROCEDURES.

          If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b) hereof, the following provisions shall apply:

          (a)  At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, the Company shall qualify the Indenture
under the Trust Indenture Act of 1939.

          (b)  In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.

          (c)  In connection with the Company's obligations with respect to the
registration of Exchange Securities as contemplated by Section 2(a) (the
"EXCHANGE REGISTRATION"), if applicable, the Company shall, as soon as
practicable (or as otherwise specified):

             (i)      prepare and file with the Commission, no later than 150
     days after the Closing Date, an Exchange Registration Statement on any form
     which may be utilized by the Company and which shall permit the Exchange
     Offer and resales of Exchange Securities by broker-dealers during the
     Resale Period to be effected as contemplated by Section 2(a), and use its
     reasonable best efforts to cause such Exchange Registration Statement to
     become effective as soon as practicable thereafter, but no later than 210
     days after the Closing Date;

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             (ii)     as soon as reasonably practicable prepare and file with
     the Commission such amendments and supplements to such Exchange
     Registration Statement and the prospectus included therein as may be
     necessary to effect and maintain the effectiveness of such Exchange
     Registration Statement for the periods and purposes contemplated in Section
     2(a) hereof and as may be required by the applicable rules and regulations
     of the Commission and the instructions applicable to the form of such
     Exchange Registration Statement, and promptly provide each broker-dealer
     holding Exchange Securities with such number of copies of the prospectus
     included therein (as then amended or supplemented), in conformity in all
     material respects with the requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder,
     as such broker-dealer reasonably may request in writing prior to the
     expiration of the Resale Period, for use in connection with resales of
     Exchange Securities;

             (iii)    promptly notify each broker-dealer that has requested or
     received copies of the prospectus included in such registration statement,
     and confirm such advice in writing, (A) when such Exchange Registration
     Statement or the prospectus included therein or any prospectus amendment or
     supplement or post-effective amendment has been filed, and, with respect to
     such Exchange Registration Statement or any post-effective amendment, when
     the same has become effective, (B) of any comments by the Commission and by
     the blue sky or securities commissioner or regulator of any state with
     respect thereto or any request by the Commission for amendments or
     supplements to such Exchange Registration Statement or prospectus or for
     additional information, (C) of the issuance by the Commission of any stop
     order suspending the effectiveness of such Exchange Registration Statement
     or the initiation or threatening of any proceedings for that purpose, (D)
     if at any time the representations and warranties of the Company
     contemplated by Section 5 cease to be true and correct in all material
     respects, (E) of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Exchange Securities
     for sale in any jurisdiction or the initiation or threatening of any
     proceeding for such purpose, or (F) at any time during the Resale Period
     when a prospectus is required to be delivered under the Securities Act,
     that such Exchange Registration Statement, prospectus, prospectus amendment
     or supplement or post-effective amendment does not conform in all material
     respects to the applicable requirements of the Securities Act and the Trust
     Indenture Act and the rules and regulations of the Commission thereunder or
     contains an untrue statement of a material fact or omits to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances then
     existing;

             (iv)     in the event that the Company would be required, pursuant
     to Section 3(c)(iii)(F) above, to notify any broker-dealers holding
     Exchange Securities, within five business days prepare and furnish to each
     such broker-dealer a reasonable number of copies of a prospectus
     supplemented or amended so that, as thereafter delivered to purchasers of
     such Exchange Securities during the

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     Resale Period, such prospectus shall conform in all material respects to
     the applicable requirements of the Securities Act and the Trust Indenture
     Act and the rules and regulations of the Commission thereunder and shall
     not contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances then
     existing;

             (v)      use its reasonable best efforts to obtain the withdrawal
     of any order suspending the effectiveness of such Exchange Registration
     Statement or any post-effective amendment thereto at the earliest
     practicable date;

             (vi)     use its reasonable best efforts to (A) register or qualify
     the Exchange Securities under the securities laws or blue sky laws of such
     jurisdictions as are contemplated by Section 2(a) no later than the
     commencement of the Exchange Offer, (B) keep such registrations or
     qualifications in effect and comply with such laws so as to permit the
     continuance of offers, sales and dealings therein in such jurisdictions
     until the expiration of the Resale Period and (C) take any and all other
     actions as may be reasonably necessary or advisable to enable each
     broker-dealer holding Exchange Securities to consummate the disposition
     thereof in such jurisdictions; PROVIDED, HOWEVER, that neither the Company
     nor the Guarantors shall be required for any such purpose to (1) qualify as
     a foreign corporation in any jurisdiction wherein it would not otherwise be
     required to qualify but for the requirements of this Section 3(c)(vi), (2)
     consent to general service of process in any such jurisdiction or (3) make
     any changes to its certificate of incorporation or by-laws or any agreement
     between it and its stockholders;

             (vii)    use its reasonable best efforts to obtain the consent or
     approval of each governmental agency or authority, whether federal, state
     or local, which may be required to effect the Exchange Registration, the
     Exchange Offer and the offering and sale of Exchange Securities by
     broker-dealers during the Resale Period;

             (viii)   provide a CUSIP number for all Exchange Securities, not
     later than the applicable Effective Time;

             (ix)     comply in all material respects with all applicable rules
     and regulations of the Commission, and make generally available to its
     securityholders as soon as practicable but no later than eighteen months
     after the effective date of such Exchange Registration Statement, an
     earning statement of the Company and its subsidiaries complying with
     Section 11(a) of the Securities Act (including, at the option of the
     Company, Rule 158 thereunder).

          (d)  In connection with the Company's obligations with respect to the
Shelf Registration, if applicable, the Company shall, as soon as practicable (or
as otherwise specified):

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             (i)      prepare and file with the Commission, within the time
     periods specified in Section 2(b), a Shelf Registration Statement on any
     form which may be utilized by the Company and which shall register all of
     the Registrable Securities for resale by the holders thereof in accordance
     with such method or methods of disposition as may be specified by such of
     the holders as, from time to time, may be Electing Holders and use its
     reasonable best efforts to cause such Shelf Registration Statement to
     become effective as soon as practicable but in any case within the time
     periods specified in Section 2(b);

             (ii)     not less than 30 calendar days prior to the Effective Time
     of the Shelf Registration Statement, mail the Notice and Questionnaire to
     the holders of Registrable Securities; no holder shall be entitled to be
     named as a selling securityholder in the Shelf Registration Statement as of
     the Effective Time, and no holder shall be entitled to use the prospectus
     forming a part thereof for resales of Registrable Securities at any time,
     unless such holder has returned a completed and signed Notice and
     Questionnaire to the Company by the deadline for response set forth
     therein; PROVIDED, HOWEVER, holders of Registrable Securities shall have at
     least 28 calendar days from the date on which the Notice and Questionnaire
     is first mailed to such holders to return a completed and signed Notice and
     Questionnaire to the Company;

             (iii)    after the Effective Time of the Shelf Registration
     Statement, upon the written request of any holder of Registrable Securities
     that is not then an Electing Holder, within five business days send a
     Notice and Questionnaire to such holder; provided that the Company shall
     not be required to take any action to name such holder as a selling
     securityholder in the Shelf Registration Statement or to enable such holder
     to use the prospectus forming a part thereof for resales of Registrable
     Securities until such holder has returned a completed and signed Notice and
     Questionnaire to the Company; and provided further, after such Shelf
     Registration Statement has been declared effective by the Commission, the
     Company shall not be obligated to amend or supplement it more than one time
     per quarterly period for the sole purpose of naming additional holders.

             (iv)     as soon as reasonably practicable prepare and file with
     the Commission such amendments and supplements to such Shelf Registration
     Statement and the prospectus included therein as may be necessary to effect
     and maintain the effectiveness of such Shelf Registration Statement for the
     period specified in Section 2(b) hereof and as may be required by the
     applicable rules and regulations of the Commission and the instructions
     applicable to the form of such Shelf Registration Statement, and furnish to
     the Electing Holders named in such Shelf Registration Statement copies of
     any such supplement or amendment simultaneously with or prior to its being
     used or filed with the Commission;

             (v)      comply in all material respects with the provisions of the
     Securities Act with respect to the disposition of all of the Registrable
     Securities covered by such Shelf Registration Statement in accordance with
     the intended

                                      -10-
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     methods of disposition by the Electing Holders provided for in such Shelf
     Registration Statement;

             (vi)     upon the request of holders who collectively hold an
     aggregate principal amount of Registrable Securities in excess of 20% of
     the amount of the outstanding Registrable Securities (the "REQUESTING
     HOLDERS"), enter into an underwriting agreement, engagement letter, agency
     agreement, "best efforts" underwriting agreement, or similar agreement,
     including customary provisions relating to indemnification and
     contribution, on one occasion and make such representations and warranties
     and take all such other actions in connection therewith as may be
     reasonable and customary in underwritten offerings in order to expedite or
     facilitiate the disposition of the Registrable Securities, including an
     opportunity for the Requesting Holders and their representatives and
     advisors to participate in the preparation of such Shelf Registration
     Statement;

             (vii)    for a reasonable period prior to the filing of such Shelf
     Registration Statement, and throughout the period specified in Section
     2(b), make available at reasonable times at the Company's principal place
     of business or such other reasonable place for inspection by the persons
     referred to in Section 3(d)(vi) who shall certify to the Company that they
     have a current intention to sell the Registrable Securities pursuant to the
     Shelf Registration such financial and other information and books and
     records of the Company, and cause the officers, employees, counsel and
     independent certified public accountants of the Company to respond to such
     inquiries, as shall be reasonably necessary, in the judgment of the
     respective counsel referred to in such Section, to conduct a reasonable
     investigation within the meaning of Section 11 of the Securities Act;
     PROVIDED, HOWEVER, that each such party shall be required to maintain in
     confidence and not to disclose to any other person any information or
     records reasonably designated by the Company as being confidential, until
     such time as (A) such information becomes a matter of public record
     (whether by virtue of its inclusion in such registration statement or
     otherwise), or (B) such person shall be required so to disclose such
     information pursuant to a subpoena or order of any court or other
     governmental agency or body having jurisdiction over the matter (subject to
     the requirements of such order, and only after such person shall have given
     the Company prompt prior written notice of such requirement), or (C) such
     information is required to be set forth in such Shelf Registration
     Statement or the prospectus included therein or in an amendment to such
     Shelf Registration Statement or an amendment or supplement to such
     prospectus in order that such Shelf Registration Statement, prospectus,
     amendment or supplement, as the case may be, complies with applicable
     requirements of the federal securities laws and the rules and regulations
     of the Commission and does not contain an untrue statement of a material
     fact or omit to state therein a material fact required to be stated therein
     or necessary to make the statements therein not misleading in light of the
     circumstances then existing;

             (viii)   promptly notify each of the Electing Holders, any sales or
     placement agent therefor and any underwriter thereof (which notification
     may be

                                      -11-
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     made through any managing underwriter that is a representative of such
     underwriter for such purpose), as applicable, and confirm such advice in
     writing, (A) when such Shelf Registration Statement or the prospectus
     included therein or any prospectus amendment or supplement or
     post-effective amendment has been filed, and, with respect to such Shelf
     Registration Statement or any post-effective amendment, when the same has
     become effective, (B) of any comments by the Commission and by the blue sky
     or securities commissioner or regulator of any state with respect thereto
     or any request by the Commission for amendments or supplements to such
     Shelf Registration Statement or prospectus or for additional information,
     (C) of the issuance by the Commission of any stop order suspending the
     effectiveness of such Shelf Registration Statement or the initiation or
     threatening of any proceedings for that purpose, (D) if at any time the
     representations and warranties of the Company contemplated by Section
     3(d)(xvii) or Section 5 cease to be true and correct in all material
     respects, (E) of the receipt by the Company of any notification with
     respect to the suspension of the qualification of the Registrable
     Securities for sale in any jurisdiction or the initiation or threatening of
     any proceeding for such purpose, or (F) if at any time when a prospectus is
     required to be delivered under the Securities Act, that such Shelf
     Registration Statement, prospectus, prospectus amendment or supplement or
     post-effective amendment does not conform in all material respects to the
     applicable requirements of the Securities Act and the Trust Indenture Act
     and the rules and regulations of the Commission thereunder or contains an
     untrue statement of a material fact or omits to state any material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing;

             (ix)     use its reasonable best efforts to obtain the withdrawal
     of any order suspending the effectiveness of such registration statement or
     any post-effective amendment thereto at the earliest practicable date;

             (x)      if requested by any managing underwriter or underwriters,
     any placement or sales agent or any Electing Holder, as applicable,
     promptly incorporate in a prospectus supplement or post-effective amendment
     such information as is required by the applicable rules and regulations of
     the Commission and as such managing underwriter or underwriters, such agent
     or such Electing Holder specifies should be included therein relating to
     the terms of the sale of such Registrable Securities, including information
     with respect to the principal amount of Registrable Securities being sold
     by such Electing Holder or agent or to any underwriters, the name and
     description of such Electing Holder, agent or underwriter, the offering
     price of such Registrable Securities and any discount, commission or other
     compensation payable in respect thereof, the purchase price being paid
     therefor by such underwriters and with respect to any other terms of the
     offering of the Registrable Securities to be sold by such Electing Holder
     or agent or to such underwriters; and make all required filings of such
     prospectus supplement or post-effective amendment promptly after
     notification of the matters to be incorporated in such prospectus
     supplement or post-effective amendment; PROVIDED, HOWEVER, that after such
     Shelf Registration

                                      -12-
<Page>

     Statement has been declared effective by the Commission, the Company shall
     not be obligated to amend or supplement it more than one time per quarterly
     period for the sole purpose of naming additional Electing Holders.

             (xi)     furnish to each Electing Holder, each placement or sales
     agent, if any, therefor, each underwriter, if any, thereof and the
     respective counsel referred to in Section 3(d)(vi) an executed copy (or, in
     the case of an Electing Holder, a conformed copy) of such Shelf
     Registration Statement, each such amendment and supplement thereto (in each
     case including all exhibits thereto (in the case of an Electing Holder of
     Registrable Securities, upon request) and documents incorporated by
     reference therein) and such number of copies of such Shelf Registration
     Statement (excluding exhibits thereto and documents incorporated by
     reference therein unless specifically so requested by such Electing Holder,
     agent or underwriter, as the case may be) and of the prospectus included in
     such Shelf Registration Statement (including each preliminary prospectus
     and any summary prospectus), in conformity in all material respects with
     the applicable requirements of the Securities Act and the Trust Indenture
     Act and the rules and regulations of the Commission thereunder, and such
     other documents, as such Electing Holder, agent, if any, and underwriter,
     if any, may reasonably request in order to permit such Electing Holder,
     agent and underwriter to satisfy the prospectus delivery requirements of
     the Securities Act; and the Company hereby consents to the use of such
     prospectus (including such preliminary and summary prospectus) and any
     amendment or supplement thereto by each such Electing Holder and by any
     such agent and underwriter, in each case in the form most recently provided
     to such person by the Company, in connection with the offering and sale of
     the Registrable Securities covered by the prospectus (including such
     preliminary and summary prospectus) or any supplement or amendment thereto;

             (xii)    use reasonable best efforts to (A) register or qualify the
     Registrable Securities to be included in such Shelf Registration Statement
     under such securities laws or blue sky laws of such jurisdictions as any
     Electing Holder and each placement or sales agent, if any, therefor and
     underwriter, if any, thereof shall reasonably request, (B) keep such
     registrations or qualifications in effect and comply with such laws so as
     to permit the continuance of offers, sales and dealings therein in such
     jurisdictions during the period the Shelf Registration is required to
     remain effective under Section 2(b) above and for so long as may be
     necessary to enable any such Electing Holder, agent or underwriter to
     complete its distribution of Securities pursuant to such Shelf Registration
     Statement and (C) take any and all other actions as may be reasonably
     necessary or advisable to enable each such Electing Holder, agent, if any,
     and underwriter, if any, to consummate the disposition in such
     jurisdictions of such Registrable Securities; PROVIDED, HOWEVER, that
     neither the Company nor the Guarantors shall not be required for any such
     purpose to (1) qualify as a foreign corporation in any jurisdiction wherein
     it would not otherwise be required to qualify but for the requirements of
     this Section 3(d)(xii), (2) consent to general service of process in

                                      -13-
<Page>

     any such jurisdiction or (3) make any changes to its certificate of
     incorporation or by-laws or any agreement between it and its stockholders;

             (xiii)   use its reasonable best efforts to obtain the consent or
     approval of each governmental agency or authority, whether federal, state
     or local, which may be required to effect the Shelf Registration or the
     offering or sale in connection therewith or to enable the selling holder or
     holders to offer, or to consummate the disposition of, their Registrable
     Securities;

             (xiv)    Unless any Registrable Securities shall be in book-entry
     only form, cooperate with the Electing Holders and the managing
     underwriters, if any, to facilitate the timely preparation and delivery of
     certificates representing Registrable Securities to be sold, which
     certificates, if so required by any securities exchange upon which any
     Registrable Securities are listed, shall be penned, lithographed or
     engraved, or produced by any combination of such methods, on steel engraved
     borders, and which certificates shall not bear any restrictive legends;
     and, in the case of an underwritten offering, enable such Registrable
     Securities to be in such denominations and registered in such names as the
     managing underwriters may request at least two business days prior to any
     sale of the Registrable Securities;

             (xv)     provide a CUSIP number for all Registrable Securities, not
     later than the applicable Effective Time;

             (xvi)    if an agreement of the type referred to in Section
     3(d)(vi) hereof is entered into (A) obtain an opinion of counsel to the
     Company in customary form and covering such matters, of the type
     customarily covered by such an opinion, as the managing underwriters, if
     any, or as any Requesting Holders may reasonably request, addressed to such
     Requesting Holder or Electing Holders and the placement or sales agent, if
     any, therefor and the underwriters, if any, thereof and dated the effective
     date of such Shelf Registration Statement (and if such Shelf Registration
     Statement contemplates an underwritten offering of a part or all of the
     Registrable Securities, dated the date of the closing under the
     underwriting agreement relating thereto) (it being agreed that such opinion
     be substantially similar to and cover those matters covered in the opinion
     issued pursuant to Section 7(b) of the Purchase Agreement; (B) obtain a
     "cold comfort" letter or letters from the independent certified public
     accountants of the Company addressed to the selling Electing Holders, the
     placement or sales agent, if any, therefor or the underwriters, if any,
     thereof, dated (i) the effective date of such Shelf Registration Statement
     and (ii) the effective date of any prospectus supplement to the prospectus
     included in such Shelf Registration Statement or post-effective amendment
     to such Shelf Registration Statement which includes unaudited or audited
     financial statements as of a date or for a period subsequent to that of the
     latest such statements included in such prospectus (and, if such Shelf
     Registration Statement contemplates an underwritten offering pursuant to
     any prospectus supplement to the prospectus included in such Shelf
     Registration Statement or post-effective amendment to such Shelf
     Registration Statement

                                      -14-
<Page>

     which includes unaudited or audited financial statements as of a date or
     for a period subsequent to that of the latest such statements included in
     such prospectus, dated the date of the closing under the underwriting
     agreement relating thereto), such letter or letters to be in customary form
     and covering such matters of the type customarily covered by letters of
     such type; (C) deliver such documents and certificates, including officers'
     certificates, as may be reasonably requested by the Requesting Holders or
     the placement or sales agent, if any, therefor and the managing
     underwriters, if any, thereof to evidence the accuracy of the
     representations and warranties made pursuant to Section 3(d)(vi) above or
     those contained in Section 5(a) hereof and the compliance with or
     satisfaction of any agreements or conditions contained in the underwriting
     agreement or other agreement entered into by the Company or the Guarantors;
     and (D) undertake such obligations relating to expense reimbursement,
     indemnification and contribution as are provided in Section 6 hereof;

             (xvii)   notify in writing each holder of Registrable Securities of
     any proposal by the Company to amend or waive any provision of this
     Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof
     and of any amendment or waiver effected pursuant thereto, each of which
     notices shall contain the text of the amendment or waiver proposed or
     effected, as the case may be;

             (xviii)  in the event that any broker-dealer registered under the
     Exchange Act shall underwrite any Registrable Securities or participate as
     a member of an underwriting syndicate or selling group or "assist in the
     distribution" (within the meaning of the Conduct Rules (the "CONDUCT
     RULES") of the National Association of Securities Dealers, Inc. ("NASD") or
     any successor thereto, as amended from time to time) thereof, whether as a
     holder of such Registrable Securities or as an underwriter, a placement or
     sales agent or a broker or dealer in respect thereof, or otherwise, assist
     such broker-dealer in complying with the requirements of such Conduct
     Rules, including by (A) if such Conduct Rules shall so require, engaging a
     "qualified independent underwriter" (as defined in such Conduct Rules) to
     participate in the preparation of the Shelf Registration Statement relating
     to such Registrable Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Shelf Registration Statement is an underwritten
     offering or is made through a placement or sales agent, to recommend the
     yield of such Registrable Securities, (B) indemnifying any such qualified
     independent underwriter to the extent of the indemnification of
     underwriters provided in Section 6 hereof (or to such other customary
     extent as may be requested by such underwriter), and (C) providing such
     information to such broker-dealer as may be required in order for such
     broker-dealer to comply with the requirements of the Conduct Rules; and

             (xix)    comply in all material respects with all applicable rules
     and regulations of the Commission, and make generally available to its
     securityholders as soon as practicable but in any event not later than
     eighteen months after the effective date of such Shelf Registration
     Statement, an earning statement of

                                      -15-
<Page>

   the Company and its subsidiaries complying with Section 11(a) of the
   Securities Act (including, at the option of the Company, Rule 158
   thereunder).

          (e)  In the event that the Company would be required, pursuant to
Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or
sales agent, if any, therefor and the managing underwriters, if any, thereof,
the Company shall within five business days prepare and furnish to each of the
Electing Holders, to each placement or sales agent, if any, and to each such
underwriter, if any, a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of Registrable
Securities, such prospectus shall conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and
the rules and regulations of the Commission thereunder and shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing. Each Electing Holder agrees that upon
receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof,
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder shall deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such Electing Holder's
possession of the prospectus covering such Registrable Securities at the time of
receipt of such notice.

          (f)  In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder's intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any inaccuracy
or change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder's intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.

          (g)  Until the expiration of two years after the Closing Date, the
Company will not, and will not permit any of its "affiliates" (as defined in
Rule 144) to, resell

                                      -16-
<Page>

any of the Securities that have been reacquired by it or any of them except
pursuant to an effective registration statement under the Securities Act.

          4.   REGISTRATION EXPENSES.

          The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) fees, disbursements and expenses of one counsel (not to exceed
$25,000) for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request therefor.
Notwithstanding the foregoing, the holders of the Registrable Securities being
registered shall pay all agency fees and commissions and underwriting discounts
and commissions attributable to the sale of such Reg-

                                      -17-
<Page>

istrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

          5.   REPRESENTATIONS AND WARRANTIES.

          Each of the Company and the Guarantors represents and warrants to, and
agrees with, the Purchasers and each of the holders from time to time of
Registrable Securities that:

          (a)  Each registration statement covering Registrable Securities and
each prospectus (including any preliminary or summary prospectus) contained
therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
further amendments or supplements to any such registration statement or
prospectus, when it becomes effective or is filed with the Commission, as the
case may be, and, in the case of an underwritten offering of Registrable
Securities, at the time of the closing under the underwriting agreement relating
thereto, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances then
existing; and at all times subsequent to the Effective Time when a prospectus
would be required to be delivered under the Securities Act, other than from (i)
such time as a notice has been given to holders of Registrable Securities
pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such
time as the Company furnishes an amended or supplemented prospectus pursuant to
Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and
each prospectus (including any summary prospectus) contained therein or
furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
supplemented, will conform in all material respects to the requirements of the
Securities Act and the Trust Indenture Act and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the circumstances
then existing; PROVIDED, HOWEVER, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by a holder of Registrable
Securities or its designated representatives or advisors expressly for use
therein.

          (b)  Any documents incorporated by reference in any prospectus
referred to in Section 5(a) hereof, when they become or became effective or are
or were filed with the Commission, as the case may be, will conform or conformed
in all material respects to the requirements of the Securities Act or the
Exchange Act, as applicable, and none of such documents will contain or
contained an untrue statement of a material fact or will omit or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
PROVIDED, HOWEVER, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information
fur-

                                      -18-
<Page>

nished in writing to the Company by a holder of Registrable Securities or its
designated representatives or advisors expressly for use therein.

          (c)  The compliance by the each of Company and the Guarantors with all
of the provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Company or any subsidiary of the Company is a party
or by which the Company or any subsidiary of the Company is bound or to which
any of the property or assets of the Company or any subsidiary of the Company is
subject, except as would not, individually or in the aggregate, have a material
adverse effect on the current or future financial position, stockholders' equity
or results of operations of the Company and its subsidiaries, nor will such
action result in any violation of the provisions of any certificate of
incorporation, as amended, charter, by-laws or other organizational documents of
the Company or any of the Guarantors or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any subsidiary of the Company or any of their properties; and no
consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
consummation by the Company and the Guarantors of the transactions contemplated
by this Exchange and Registration Rights Agreement, except the registration
under the Securities Act of the Securities, qualification of the Indenture under
the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State securities or
blue sky laws in connection with the offering and distribution of the
Securities.

          (d)  This Exchange and Registration Rights Agreement has been duly
authorized, executed and delivered by each of the Company and Guarantors.

          6.   INDEMNIFICATION.

          (a)  INDEMNIFICATION BY THE COMPANY AND THE GUARANTORS. The Company
and the Guarantors, jointly and severally, will indemnify and hold harmless each
of the holders of Registrable Securities included in an Exchange Registration
Statement, each of the Electing Holders of Registrable Securities included in a
Shelf Registration Statement and each person who participates as a placement or
sales agent or as an underwriter in any offering or sale of such Registrable
Securities against any losses, claims, damages or liabilities, joint or several,
to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or Shelf Registration Statement, as the case may
be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such holder, Electing Holder, agent or
underwriter, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or nec-

                                      -19-
<Page>

essary to make the statements therein not misleading, and will reimburse such
holder, such Electing Holder, such agent and such underwriter for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred; PROVIDED,
HOWEVER, that neither the Company nor the Guarantors shall be liable to any such
person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.

          (b)  INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof and to
entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities and from each underwriter named
in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company and all other holders of Registrable Securities,
against any losses, claims, damages or liabilities to which the Company or such
other holders of Registrable Securities may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, or any preliminary, final or summary prospectus contained therein or
furnished by the Company to any such Electing Holder, agent or underwriter, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder or underwriter expressly for use therein, and (ii) reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred; PROVIDED, HOWEVER, that no such Electing Holder shall be
required to undertake liability to any person under this Section 6(b) for any
amounts in excess of the dollar amount of the proceeds to be received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
pursuant to such registration.

          (c)  NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such

                                      -20-
<Page>

action shall be brought against any indemnified party and it shall notify an
indemnifying party of the commencement thereof, such indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

          (d)  CONTRIBUTION. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the
amount of any damages which such holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any dam-

                                      -21-
<Page>

ages which such underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders' and any
underwriters' obligations in this Section 6(d) to contribute shall be several in
proportion to the principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

          (e)  The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantors (including any person who,
with his consent, is named in any registration statement as about to become a
director of the Company or the Guarantors) and to each person, if any, who
controls the Company within the meaning of the Securities Act.

          7.   UNDERWRITTEN OFFERINGS.

          (a)  SELECTION OF UNDERWRITERS. If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by the Requesting Holders, provided that such designated managing underwriter or
underwriters is or are reasonably acceptable to the Company.

          (b)  PARTICIPATION BY HOLDERS. Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis PROVIDED in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

          8.   RULE 144.

          The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall

                                      -22-
<Page>

timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          9.   MISCELLANEOUS.

          (a)  NO INCONSISTENT AGREEMENTS. The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

          (b)  SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

          (c)  NOTICES. All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045 and if to a
holder, to the address of such holder set forth in the security register or
other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.

          (d)  PARTIES IN INTEREST. All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Registrable Securities and the respective successors
and assigns of the parties hereto and such holders. In the event that any
transferee of any holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, pur-

                                      -23-
<Page>

chase, operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of
this Exchange and Registration Rights Agreement, and by taking and holding such
Registrable Securities such transferee shall be entitled to receive the benefits
of, and be conclusively deemed to have agreed to be bound by all of the
applicable terms and provisions of this Exchange and Registration Rights
Agreement. If the Company shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Registrable Securities
subject to all of the applicable terms hereof.

          (e)  SURVIVAL. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.

          (f)  GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.

          (g)  HEADINGS. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

          (h)  ENTIRE AGREEMENT; AMENDMENTS. This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings among the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and the holders of at least a majority in aggregate principal amount
of the Registrable Securities at the time outstanding. Each holder of any
Registrable Securities at the time or thereafter outstanding shall be bound by
any amendment or waiver effected pursuant to this Section 9(h), whether or not
any notice, writing or marking indicating such amendment or waiver appears on
such Registrable Securities or is delivered to such holder.

                                      -24-
<Page>

          (i)  INSPECTION. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Company at the address thereof set forth in Section 9(c) above
and at the office of the Trustee under the Indenture.

          (j)  COUNTERPARTS. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                                      -25-
<Page>

          If the foregoing is in accordance with your understanding, please sign
and return to us one for the Company and for each of the Purchasers plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Purchasers, the Guarantors and
the Company.

                                          Very Truly Yours,


                                          IMC GLOBAL INC.

                                           By: /s/ E. Paul Dunn, Jr.
                                              -------------------------------
                                              Name:  E. Paul Dunn, Jr.
                                              Title: Vice President, Finance and
                                                     Treasurer


                                          FMRP INC.
                                          IMC CANADA LTD.
                                          IMC CHEMICALS INC.
                                          IMC CHEMICAL NORTH AMERICA
                                            LLC
                                          IMC POTASH CARLSBAD INC.
                                          IMC POTASH COLONSAY ULC
                                          IMC SULPHUR HOLDINGS LLC
                                          IMC USA HOLDINGS INC.
                                          IMC USA INC. LLC
                                          KCL HOLDINGS, INC.
                                          NATI LLC
                                          THE VIGORO CORPORATION

                                          By: /s/ E. Paul Dunn, Jr.
                                             -------------------------------
                                             Name:  E. Paul Dunn, Jr.
                                             Title: Treasurer


                                          IMC GLOBAL OPERATIONS INC.


                                          By: /s/ E. Paul Dunn, Jr.
                                             -------------------------------
                                             Name:  E. Paul Dunn, Jr.
                                             Title: Vice President, Finance
                                                    and Treasurer

                                      -26-
<Page>

                                          PHOSPHATE RESOURCE
                                          PARTNERS LIMITED PARTNERSHIP

                                          By:   IMC Global Inc.
                                          Its:  Administrative Managing General
                                                Partner

                                          By: /s/ E. Paul Dunn, Jr.
                                             -------------------------------
                                             Name:  E. Paul Dunn, Jr.
                                             Title: Vice President, Finance
                                                    and Treasurer

                                          By:   FMRP Inc.
                                          Its:  General Partner

                                          By: /s/ E. Paul Dunn, Jr.
                                             -------------------------------
                                             Name:  E. Paul Dunn, Jr.
                                             Title: Treasurer


                                          IMC PHOSPHATES COMPANY

                                          By:   IMC Phosphates MP Inc.
                                          Its:  Managing General Partner

                                          By: /s/ E. Paul Dunn, Jr.
                                             -------------------------------
                                             Name:  E. Paul Dunn, Jr.
                                             Title: Treasurer


                                          IMC GLOBAL NETHERLANDS B.V.

                                          By:   ABN AMRO Trust Company
                                                (Nederland) B.V.
                                          Its:  Managing Director

                                          By: /s/ Alexander D. de Vreeze
                                              /s/ Robertus H.L. de Groot
                                             -------------------------------

                                      -27-
<Page>

                                          IMC GLOBAL DUTCH HOLDINGS
                                          B.V.
                                          IMC POTASH COLONSAY N.V.
                                          IMC GLOBAL POTASH HOLDINGS
                                          N.V.

                                          By:   ABN AMRO Trust Company
                                                (Nederland) B.V.
                                          Its:  Managing Director

                                          By: /s/ Alexander D. de Vreeze
                                              /s/ Robertus H.L. de Groot
                                             -------------------------------


                                          By:   Alexander R. Mackay
                                          Its:  Managing Director

                                          By:  /s/ Alexander R. Mackay
                                             -------------------------------
                                          Name: Alexander R. Mackay


                                          By:   E. Paul Dunn, Jr.
                                          Its:  Managing Director

                                          By: /s/ E. Paul Dunn, Jr.
                                             -------------------------------
                                          Name: E. Paul Dunn, Jr.

                                      -28-
<Page>

Accepted as of the date hereof:
     Goldman, Sachs & Co.


      /s/ Goldman, Sachs & CO.
------------------------------------------
      (Goldman, Sachs & Co.)

                                      -29-
<Page>

                                                                       Exhibit A

                                IMC GLOBAL, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE](a)

          The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the IMC Global Inc. (the
"Company") 10.875% Senior Notes Due 2013 (the "Securities") are held.

          The Company is in the process of registering the Securities under the
Securities Act of 1933 for resale by the beneficial owners thereof. In order to
have their Securities included in the registration statement, beneficial owners
must complete and return the enclosed Notice of Registration Statement and
Selling Securityholder Questionnaire.

          IT IS IMPORTANT THAT BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A
COPY OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire by [Deadline For Response]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact IMC Global Inc.,
100 South Saunders Road, Suite 300, Lake Forest, Illinois 60045, telephone (847)
739-1200, Attention: Chief Financial Officer.

----------
(a)  Not less than 28 calendar days from date of mailing

                                       A-1
<Page>

                                 IMC GLOBAL INC.

                        NOTICE OF REGISTRATION STATEMENT
                                       AND

                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (DATE)

          Reference is hereby made to the Exchange and Registration Rights
Agreement (the "Exchange and Registration Rights Agreement") between IMC Global
Inc. (the "Company") and the Purchasers named therein. Pursuant to the Exchange
and Registration Rights Agreement, the Company has filed with the United States
Securities and Exchange Commission (the "Commission") a registration statement
on Form [__] (the "Shelf Registration Statement") for the registration and
resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities
Act"), of the Company's 10.875% Senior Notes Due 2013 (the "Securities"). A copy
of the Exchange and Registration Rights Agreement is attached hereto. All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

          Each beneficial owner of Registrable Securities (as defined below) is
entitled to have the Registrable Securities beneficially owned by it included in
the Shelf Registration Statement. In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire")
must be completed, executed and delivered to the Company's counsel at the
address set forth herein for receipt ON OR BEFORE [Deadline for Response].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may not use
the Prospectus forming a part thereof for resales of Registrable Securities.

          Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and related Prospectus.

          The term "REGISTRABLE SECURITIES" is defined in the Exchange and
Registration Rights Agreement.

                                       A-2
<Page>

                                    ELECTION

          The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3).
The undersigned, by signing and returning this Notice and Questionnaire, agrees
to be bound with respect to such Registrable Securities by the terms and
conditions of this Notice and Questionnaire and the Exchange and Registration
Rights Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.(10)

          Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

          The Selling Securityholder hereby provides the following information
to the Company and represents and warrants that such information is accurate and
complete:

                                       A-3
<Page>

                                  QUESTIONNAIRE

(1)  (a)  Full Legal Name of Selling Securityholder:

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:

     (c)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Registrable Securities Listed in Item (3)
          below are Held:

(2)       Address for Notices to Selling Securityholder:

                                            ------------------------------------

                                            ------------------------------------

                                            ------------------------------------
          Telephone:
                                            ------------------------------------
          Fax:
                                            ------------------------------------
          Contact Person:
                                            ------------------------------------

(3)       Beneficial Ownership of Securities:

          Except as set forth below in this Item (3), the undersigned does not
          beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:______
          CUSIP No(s). of such Registrable Securities:
          ______________________________________________________________________

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:___________________________________________________
          CUSIP No(s). of such other Securities:
          ______________________________________________________________________

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:____________
          CUSIP No(s). of such Registrable Securities to be included in the
          Shelf Registration Statement:_________________________________________

(4)       Beneficial Ownership of Other Securities of the Company:

                                       A-4
<Page>

          Except as set forth below in this Item (4), the undersigned Selling
          Securityholder is not the beneficial or registered owner of any other
          securities of the Company, other than the Securities listed above in
          Item (3).

          State any exceptions here:

(5)       Relationships with the Company:

          Except as set forth below, neither the Selling Securityholder nor any
          of its affiliates, officers, directors or principal equity holders (5%
          or more) has held any position or office or has had any other material
          relationship with the Company (or its predecessors or affiliates)
          during the past three years.

          State any exceptions here:

(6)       Plan of Distribution:

          Except as set forth below, the undersigned Selling Securityholder
          intends to distribute the Registrable Securities listed above in Item
          (3) only as follows (if at all): Such Registrable Securities may be
          sold from time to time directly by the undersigned Selling
          Securityholder or, alternatively, through underwriters, broker-dealers
          or agents. Such Registrable Securities may be sold in one or more
          transactions at fixed prices, at prevailing market prices at the time
          of sale, at varying prices determined at the time of sale, or at
          negotiated prices. Such sales may be effected in transactions (which
          may involve crosses or block transactions) (i) on any national
          securities exchange or quotation service on which the Registered
          Securities may be listed or quoted at the time of sale, (ii) in the
          over-the-counter market, (iii) in transactions otherwise than on such
          exchanges or services or in the over-the-counter market, or (iv)
          through the writing of options. In connection with sales of the
          Registrable Securities or otherwise, the Selling Securityholder may
          enter into hedging transactions with broker-dealers, which may in turn
          engage in short sales of the Registrable Securities in the course of
          hedging the positions they assume. The Selling Securityholder may also
          sell Registrable Securities short and deliver Registrable Securities
          to close out such short positions, or loan or pledge Registrable
          Securities to broker-dealers that in turn may sell such securities.
          State any exceptions here:

          By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with the
provisions of the Exchange Act and the rules and regulations thereunder,
particularly Regulation M.

          In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date on
which such information is provided to the Company, the Selling Securityholder
agrees to notify the transferee(s)

                                       A-5
<Page>

at the time of the transfer of its rights and obligations under this Notice and
Questionnaire and the Exchange and Registration Rights Agreement.

          By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Shelf
Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and related
Prospectus.

          In accordance with the Selling Securityholder's obligation under
Section 3(d) of the Exchange and Registration Rights Agreement to provide such
information as may be required by law for inclusion in the Shelf Registration
Statement, the Selling Securityholder agrees to promptly notify the Company of
any inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration Statement
remains in effect. All notices hereunder and pursuant to the Exchange and
Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

   (i)    To the Company:

          IMC Global Inc.
          100 South Saunders Road,
          Suite 300
          Lake Forest, Illinois  60045
          Attention: Chief Financial Officer
          (847) 739-1200

   (ii)   With a copy to:

          Sidley Austin Brown & Wood
          10 S. Dearborn Street
          Chicago, Illinois  60603
          Attention:  Lisa J. Reategui, Esq.
          (312) 853-7036

          Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company's counsel, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above. This Agreement shall be governed in all respects by the laws of the
State of New York.

                                       A-6
<Page>

          IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated:
      --------------------------


                                   ---------------------------------------------
                                       Selling Securityholder
                                       (Print/type full legal name of beneficial
                                       owner of Registrable Securities)


                                   By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                       A-7
<Page>

          PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

          Sidley Austin Brown & Wood
          10 S. Dearborn Street
          Chicago, Illinois  60603
          Attention:  Lisa J. Reategui, Esq.
          (312) 853-7036

                                       A-8
<Page>

                                                                       Exhibit B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
IMC Global Inc.
c/o The Bank of New York
Corporate Trust Administration
101 Barclay Street, 21st Floor West
New York, New York  10286

Attention:  Trust Officer

                         Re:       IMC Global Inc. (the "Company")
                                   10.875% Senior Notes Due 2013
                                   --------------------------------

Dear Sirs:

          Please be advised that ______________ has transferred $____________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [____] (File No. 333-____) filed by the
Company.

          We hereby certify that the prospectus delivery requirements, if any,
of the Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a "Selling Holder" in the
Prospectus dated [date] or in supplements thereto, and that the aggregate
principal amount of the Notes transferred are the Notes listed in such
Prospectus opposite such owner's name.

Dated:


                                            Very truly yours,


                                            ------------------------------------
                                               (Name)


                                            By:
                                               ---------------------------------
                                               (Authorized Signature)

                                       F-1