EXHIBIT 4.4
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 8, 1997,
between IMC GLOBAL INC., formerly known as IMC Fertilizer Group, Inc.,
a Delaware corporation (hereinafter called the "Company"), having its
principal executive offices at 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000,
and THE BANK OF NEW YORK, a New York banking corporation, as successor
trustee to NationsBank of Georgia, National Association, (the
"Trustee"), amends and supplements the Indenture providing for the
issuance of Senior Debt Securities in series, dated as of June 15,
1993, between the Company and the Trustee (the "Original Indenture")
and to the extent inconsistent therewith, supersedes the Original
Indenture.
RECITALS
WHEREAS, the Company and the Trustee entered into the
Original Indenture to provide for the issuance of 10_% Senior Notes due
2001 and 10_% Series B Senior Notes Due 2001 (collectively, the "10_%
Notes"); and
WHEREAS, holders of more than a majority of the outstanding
principal amount of each of the 10_% Notes have consented to the
execution by the Company and the Trustee of this Second Supplemental
Indenture pursuant to which certain covenants in the Original Indenture
shall be deleted and certain other provisions shall be amended; and
WHEREAS, Section 9.2 of the Original Indenture provides that
the Company and the Trustee may enter into one or more Supplemental
Indentures to amend the Original Indenture with the written consent of
the holders of a majority of the principal amount of the then
outstanding securities of such series.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE
MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
SECTION 1. Definitions, References. Unless otherwise
specifically defined herein, each term used herein which is defined in
the Original Indenture shall have the meaning assigned to such term in
the Original Indenture. Except as amended and supplemented hereby, all
of the terms of the Original Indenture shall remain in full force and
effect and are hereby confirmed in all respects. Each reference to
"hereof," "hereunder," "herein," and "hereby" and each other similar
reference, and each reference to "this Agreement" and each other
similar reference, contained in the Original Indenture shall from and
after the date hereof refer to the Original Indenture as amended by
this Second Supplemental Indenture.
SECTION 2. Amendment to Article Four of the Original
Indenture. Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.17 and 4.18 of the Original Indenture are hereby
deleted in their entirety.
SECTION 3. Amendment to Article Five of the Original
Indenture. Section 5.1 of the Original Indenture is hereby deleted in
its entirety.
SECTION 4. Amendment to Article Six of the Original
Indenture. Section 6.1 of the Original Indenture is hereby amended by
deleting paragraphs (c), (d), (e), and (f) in their entirety.
Paragraphs (g) and (h) of Section 6.1 of the Original Indenture are
hereby redesignated paragraphs (c) and (d).
SECTION 5. Ratification of Provisions of Original Indenture.
All provisions of the Original Indenture not specifically herein
supplemented or modified are hereby ratified and reaffirmed by the
Company and the Trustee.
SECTION 6. Applicability of Second Supplemental Indenture.
The covenants and agreements set forth in this Second Supplemental
Indenture shall, unless otherwise determined by the Company and set
forth in an amendment to the Original Indenture, be applicable solely
to the 10_% Notes.
SECTION 7. Counterparts. This Second Supplemental Indenture
may be executed in counterparts by the parties hereto.
SECTION 8. Section Headings. The Section headings in this
Second Supplement Indenture are inserted for convenience only and shall
not be part of this instrument.
SECTION 9. Governing Law. This Second Supplemental
Indenture shall be governed by and construed in accordance with the
laws of the State of New York.
SECTION 10. Entire Agreement. This Second Supplement
Indenture and the Original Indenture as amended hereby constitute the
entire agreement and understanding between the parties hereto and
supersede any and all prior agreements and understandings relating to
the subject matter hereof.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this
Second Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, all of the day and
year first above written.
IMC GLOBAL INC.
By:____________________________
Title: Senior Vice President
Attest:_______________________
Title: Secretary
THE BANK OF NEW YORK
By:_____________________________
Title: Assistant Vice President
Attest:_______________________
Title: Assistant Treasurer
