EXHIBIT 4.4
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of January 12, 1996 (this "Amendment"),
to the Rights Agreement dated as of June 21, 1989 (the "Rights
Agreement"), between IMC Fertilizer Group, Inc., a Delaware corporation
(now called "IMC Global Inc.") (the "Company") and The First National
Bank of Chicago, a national banking association (the "Rights Agent").
WHEREAS, Section 27 of the Rights Agreement provides that the
Rights Agreement may be amended in order to correct any provision
contained in the Rights Agreement;
WHEREAS, Section 13 and the Summary of the Rights Agreement
each contain a typographical error which the Company and the Rights
Agent desire to correct by amending the Rights Agreement as set forth
in this Amendment.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein and in the Rights Agreement, the
parties hereto agree as follows:
1. Section 13 of the Rights Agreement is hereby amended by
deleting the phrase "In the event that, directly or indirectly," and
inserting the phrase "In the event, after the Shares Acquisition Date,
directly or indirectly," in lieu thereof.
2. The form of Summary of Rights to Purchase Preferred
Shares attached to the Rights Agreement as Exhibit C is hereby amended
by deleting the phrase "In the event that, directly or indirectly," and
inserting the phrase "In the event, after the Shares Acquisition Date,
directly or indirectly," in lieu thereof.
3. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware.
4. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
5. Except as expressly set forth herein, this Amendment
shall not, by implication or otherwise, alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Rights Agreement, all of which are
ratified and affirmed in all respects and shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the day and year
first above written.
Attest: IMC GLOBAL INC.
By: /s/ Xxxxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxxx
Secretary Executive Vice President
and CFO
Attest: THE FIRST NATIONAL BANK OF
CHICAGO
By: By:
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
Vice President Assistant Vice President
