exhibit 10. ii. kk houston property shared service and access agreement this shared service and access agreement ( “ agreement ” ), effective october 22, 2004 ( “ effective date ” ), is made between cargill, incorporated ( “ cargill ” ) acting through its grain and oilseeds supply chain north america business unit ( “ goscna ” ) and gns iii ( u. s. ) llc ( “ holding company ” ) ; and whereas, cargill owns real property located at 16150 peninsula blvd., houston, texas as shown on exhibit a ( the “ houston property ” ) on which both its crop nutrition business unit and goscna conduct their respective fertilizer and grain businesses ; whereas, contemporaneously herewith, cargill and imc global, inc. ( “ imc ” ) consummated a transaction in which ( i ) cargill contributed all of the assets and liabilities comprising the cargill fertilizer business ( as defined in that certain contribution and merger agreement and plan of merger and contribution dated january 26, 2004 between cargill and imc ) to the mosaic company, a newly - formed, publicly - traded corporation ( “ mosaic ” ) and ( ii ) imc merged its business into mosaic ( the “ transaction ” ) ; whereas, prior to and in anticipation of the transaction, cargill transferred all of the assets and liabilities comprising its u. s. fertilizer distribution business unit ( “ crop nutrition ” ) to holding company, a newly - formed, wholly - owned subsidiary of cargill ; whereas, as part of cargill ’ s transfer of assets to holding company, cargill surveyed and subdivided the houston property into two separate parcels as shown on exhibit a : ( i ) a parcel that generally contains all of the goscna business and assets ( the “ goscna parcel ” ) and ( ii ) a parcel that generally contains all of the former crop nutrition business and assets ( the “ holding company parcel ” ) ; which cargill subsequently transferred to holding company in anticipation of the transaction ; whereas, in anticipation of cargill ’ s contribution of holding company to mosaic, cargill and holding company each desire, in connection with the houston property, that they continue to provide certain services to each other, share the use of certain equipment, and grant each other easements to access certain portions of the houston property in a manner similar to that in effect prior to the transaction ; now