EXHIBIT 10.63
AGREEMENT UNDER THE PARENT AGREEMENT
This Agreement Under The Parent Agreement (this "Agreement"),
dated as of January 23, 1996 among IMC Global Inc., a Delaware
corporation ("IMC"), IMC Global Operations Inc., a Delaware corporation
("Operations"), Freeport-McMoRan Resource Partners Limited Partnership,
a Delaware limited partnership ("FRP"), Freeport-McMoRan Inc., a
Delaware corporation ("FTX"), and IMC-Agrico Company, a Delaware
general partnership (the "Partnership").
WHEREAS, Operations, FRP, FTX and the Partnership, as well as
IMC with respect to certain provisions, are parties to an Amended and
Restated Parent Agreement (the "Parent Agreement"), dated as of July 1,
1993 and amended and restated as of May 26, 1995;
WHEREAS, IMC, Bull Merger Company, a wholly-owned subsidiary
of IMC ("Merger Sub"), and The Vigoro Corporation ("Vigoro"), a
Delaware corporation, have entered into an Agreement and Plan of Merger
dated as of November 13, 1995 (the "Merger Agreement") which provides
for the merger (the "Merger") of Merger Sub with and into Vigoro, with
Vigoro surviving as a subsidiary of IMC, all of the outstanding common
stock of which will be owned by IMC; and
WHEREAS, Operations, FRP, FTX, the Partnership and IMC desire
to, among other things, supplement the Parent Agreement as hereinafter
provided.
NOW, THEREFORE, in consideration of the covenants and
agreements herein set forth and of other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Except as otherwise defined or amended herein,
capitalized terms used in this Agreement shall have the meaning
ascribed to such terms in the Parent Agreement.
Section 2. Between the date of the consummation of the
Merger and the date of the termination of the Partnership, IMC agrees
to consult with the FRP Representatives prior to instituting changes in
IMC management personnel that affect the direct reporting
responsibility of the general manager of the Partnership; provided,
however, that any such changes instituted by IMC shall not require the
consent or approval of any of the Partnership, the Policy Committee or
the FRP Partner.
Section 3. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.
Section 4. This Agreement may be signed in counterparts.
Any single counterpart or set of counterparts signed, in either case,
by all the parties hereto shall constitute a full and original
agreement for all purposes.
Section 5. This Agreement is solely for the benefit of the
parties hereto and no provision of this Agreement shall be deemed to
confer upon third parties any remedy, claim, liability, reimbursement,
cause of action or other right in excess of those existing without
reference to this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement on
the date first written above.
IMC GLOBAL OPERATIONS INC.
By: XXXXXXXXX X. XXXXX
Name Printed: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President,
Secretary and General Counsel
FREEPORT-MCMORAN RESOURCE PARTNERS, LIMITED
PARTNERSHIP
By: FREEPORT MCMORAN INC., its general
partner
By: XXXX X. XXXXXXXXX
Name Printed: Xxxx X. Xxxxxxxxx
Title: President and
Chief Executive Officer
FREEPORT-MCMORAN INC.
By: XXXX X. XXXXXXXXX
Name Printed: Xxxx X. Xxxxxxxxx
Title: President and
Chief Executive Officer
IMC-AGRICO COMPANY
By: IMC-AGRICO MP, INC., its general
partner
By: XXXXXXXXX X. XXXXX
Name Printed: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President,
Secretary and General Counsel
By: IMC-AGRICO
GP, COMPANY, its general
partner
By: XXXXXXXXX X. XXXXX
Name Printed: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President,
Secretary and General Counsel
By: AGRICO, LIMITED
PARTNERSHIP
By: Freeport-McMoRan Inc., its general
partner
By: XXXX X. XXXXXXXXX
Name Printed: Xxxx X. Xxxxxxxxx
Title: President and
Chief Executive Officer
IMC GLOBAL INC.
By: XXXXXXXXX X. XXXXX
Name Printed: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President,
Secretary and General Counsel
0104637.03 02/14/96 2:43 PM
