Exhibit 10.7
EXECUTION COPY
AMENDED AND RESTATED IGL GUARANTEE AGREEMENT
dated as of December 22, 1997, by IMC Global Inc.,
a Delaware corporation ("IGL"), for the benefit of
the lenders party to the Consolidated Credit
Agreement (as defined below) from time to time
(the "Lenders"), amending and restating the
Amended, Restated and Consolidated FTX Guarantee
Agreement dated as of December 15, 1997, by
Freeport-McMoRan Inc., a Delaware corporation
("FTX") (the "FTX Guarantee Agreement"), which
amended, restated and consolidated (i) the Amended
and Restated FTX Guarantee Agreement dated as of
December 20, 1996, by FTX (the "FMPOC Guarantee
Agreement"), and (ii) the Amended and Restated
Guaranty Agreement dated as of December 20, 1996,
by FTX (the "Circle C Guarantee Agreement", and,
together with the FMPOC Guarantee Agreement, the
"Existing Guarantees"); the Existing Guarantees,
as amended, restated and consolidated by the FTX
Guarantee Agreement and as further amended and
restated by this Agreement, being this
"Guarantee").
WHEREAS, IGL has consummated a merger, whereby FTX
was merged with and into IGL on December 22, 1997 (the
"Merger"), and, pursuant to the Merger, IGL has succeeded to
all the rights and obligations of FTX under the FTX
Guarantee Agreement.
WHEREAS, the Existing Guarantees guaranteed the
obligations of (i) FM Properties Operating Co., a Delaware
general partnership ("FMPOC"), as the borrower under the
Amended and Restated Credit Agreement dated as of
December 20, 1996, among FMPOC, FTX, the banks party thereto
and The Chase Manhattan Bank ("Chase")(the "FMPOC Revolving
Facility"), and as the borrower under the Second Amended and
Restated Note Agreement, as amended, dated as of June 30,
1995, among FMPOC, FTX, Hibernia National Bank and Chase
(the "FMPOC Term Loan Facility"), and (ii) Circle C Land
Corp., a Texas corporation ("Circle C"), as the borrower
under the Amended and Restated Credit Agreement dated as of
December 20, 1996, between Circle C and Texas Commerce Bank
National Association (the "Circle C Loan Facility", and
together with the FMPOC Revolving Facility and the FMPOC
Term Loan Facility, the "Existing Credits").
WHEREAS, the Existing Credits have been amended
and restated and the terms and provisions thereof have been
consolidated into the Amended, Restated and Consolidated
Credit Agreement dated as of December 15, 1997, among FMPOC,
Circle C, FM Properties Inc., a Delaware corporation, the
financial institutions listed on the signature pages thereof
and Chase, as administrative agent and documentary agent
thereunder (as amended or modified and in effect from time
to time, the "Consolidated Credit Agreement").
WHEREAS, it is the intent of the parties to the
Consolidated Credit Agreement that the Consolidated Credit
Agreement (i) shall evidence the Borrower's Debt (as defined
in the Consolidated Credit Agreement) under the Existing
Credits, (ii) has been entered into as an amendment,
restatement and consolidation of the obligations of any of
the Borrowers under the Existing Credits and (iii) is in no
way intended to constitute a novation of any of the
Borrowers' Debt which was evidenced by any of the Existing
Credits.
WHEREAS, in connection with the consummation of
the Merger and the assumption by IGL, as successor by merger
to FTX, of all FTX's rights and obligations as a Guarantor
under the FTX Guarantee Agreement and the Consolidated
Credit Agreement, IGL wishes to enter into this Guarantee in
furtherance of the foregoing which Guarantee shall amend,
restate and evidence the FTX Guarantee Agreement and, upon
the satisfaction of the conditions precedent set forth in
Section 4.01, the FTX Guarantee Agreement, in its form
immediately prior to the effectiveness of this Guarantee,
shall be of no further force and effect.
NOW THEREFORE, in consideration of the premises
and of the mutual covenants herein contained, IGL agrees as
follows:
ARTICLE I
GUARANTEE
SECTION 1.01. Definitions. (a) The following
terms, as used herein, have the following meanings:
"Borrowers" means FMPOC and Circle C.
"Chase" has the meaning specified in the preamble
to this Guarantee.
"Consolidated Credit Agreement" has the meaning
assigned to such term in the preamble to this Guarantee.
"Coverage Period" has the meaning assigned to such
term in Section 1.04.
"Financial Covenants" shall mean any covenants or
agreements requiring the maintenance, achievement or
satisfaction of specified financial condition, financial
performance or financial ratios, including, without
limitation, covenants relating to net worth or similar
measures, interest or fixed charge coverage tests, leverage
tests, working capital tests and earnings or cash flow
tests.
"FTX Guarantee Agreement" has the meaning set
forth in the preamble to this Guarantee.
"IGL Credit Agreement" means that certain Five-
Year Credit Agreement dated as of December 15, 1997, among
IGL, the financial institutions from time to time parties
thereto, ▇▇▇▇▇▇ Guaranty Trust Company of New York, as
administrative agent, Royal Bank of Canada, as documentation
agent, and Chase and NationsBank, N.A., as co-syndication
agents, as the same may be amended, modified, renewed or
extended from time to time and including any bank credit
facility which refinances or replaces the IGL Credit
Agreement then in effect and which serves as IGL's primary
bank credit facility.
"Loan" means each Loan made under the Consolidated
Credit Agreement at any time when no Default or Event of
Default shall have occurred and be continuing.
"Obligations" means the payment of principal and
interest on the Loans, the reimbursement in full of any
amounts drawn under a Letter of Credit, and the posting of
cash collateral in respect of Letters of Credit, and the
payment of all Fees, expenses and other amounts (including,
without limitation, indemnities) payable under the Loan
Documents; provided, however, that the amount of indemnities
of the Borrowers in respect of any environmental obligations
(excluding fees and expenses related thereto) covered by
this Guarantee shall not exceed an amount in excess of
$5,000,000.
(b) Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to
such terms in the Consolidated Credit Agreement.
(c) Unless otherwise stated, Section and Article
references made herein are to Sections and Articles, as the
case may be, of this Guarantee. Except as otherwise
expressly provided herein, any reference in this Guarantee
to any Loan Document shall mean such document as amended,
restated, supplemented or otherwise modified from time to
time.
SECTION 1.02. The Guarantee. (a) Subject to the
provisions of Section 1.04, ▇▇▇ ▇▇▇▇▇ unconditionally and
irrevocably guarantees as a primary obligor and not merely
as a surety the due and punctual payment when and as due
(whether at stated maturity, by notice of prepayment, upon
acceleration or otherwise) of the Obligations. IGL agrees
that it shall pay on demand any of the Obligations for which
it is liable pursuant to this Guarantee which has remained
unpaid by the relevant Borrower for five Business Days after
such amount is due or demanded from the relevant Borrower;
provided that if an event referred to in Section 7.01(h) or
(i) of the Consolidated Credit Agreement has occurred with
respect to a Borrower, such amounts shall be payable on
demand by IGL; provided further, that if an event referred
to in Section 7.01(h) or (i) of the Consolidated Credit
Agreement has occurred with respect to a Borrower, IGL shall
have the right to pay all such amounts to the Administrative
Agent without the necessity of any such demand. The
obligations of IGL under this Guarantee shall be a guarantee
of payment and not of collection. Upon payment by IGL of
any sums to a Lender or an Agent as provided above in this
Guarantee, IGL shall be subrogated to the rights of such
Lender or Agent, as applicable, against such Borrower with
respect to such payment; provided that all rights of IGL
against a Borrower arising as a result thereof by way of
right of subrogation or otherwise shall in all respects be
subordinated and junior in right of payment to the prior
payment in full of all the Obligations to the Lenders and
the Agents and shall not be exercised by IGL prior to
payment in full of all Obligations and termination of the
Commitments. If any amount (other than any fees payable to
IGL in respect of its guarantee hereunder) shall be paid to
IGL on account of any amount paid by IGL pursuant to this
Guarantee or otherwise at any time when all the Obligations
shall not be paid in full and a Default or Event of Default
shall have occurred and be continuing, such amount shall be
held in trust by IGL for the benefit of the Agents and the
Lenders and shall forthwith be paid to the Administrative
Agent to be credited and applied to the Obligations, whether
matured or unmatured. At such time as all Obligations owing
to each Lender have been paid in full and its Commitment
terminated, each Lender shall, in a reasonable manner,
assign (subject to the continued effectiveness and the
reinstatement provided for above) the amount of the
Obligations owed to it and paid by IGL pursuant to this
Guarantee to IGL, such assignment to be pro tanto to the
extent to which the Obligations in question were discharged
by IGL, or make such other disposition thereof as IGL shall
reasonably direct (all without any representation or
warranty by, or any recourse to, such Lender).
SECTION 1.03. Guarantee Unconditional. Subject
to the provisions of Section 1.04 and the Consolidated
Credit Agreement, the obligations of IGL hereunder shall be
unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released,
discharged or otherwise affected by:
(i) any rescission, extension, renewal,
settlement, compromise, waiver or release in respect of
any obligation of either Borrower under the
Consolidated Credit Agreement, by operation of law or
otherwise;
(ii) any modification or amendment of or supplement
to the Consolidated Credit Agreement; provided that any
such modification, amendment or supplement which
increases the obligations of IGL hereunder shall not be
effective as to IGL without its consent.
(iii) any guarantee or any release, impairment,
non-perfection or invalidity of any direct or indirect
security for any obligation of either Borrower under
the Consolidated Credit Agreement;
(iv) any change in the corporate existence,
structure or ownership of either Borrower, or any
insolvency, bankruptcy, reorganization or other similar
proceeding affecting either Borrower or their
respective assets, or any resulting release or
discharge of any obligation of either Borrower
contained in the Consolidated Credit Agreement;
(v) the existence of any claim, set-off or other
rights that IGL may have at any time against either
Borrower, any Agent, any Lender or any other
corporation or person, whether in connection herewith
or any unrelated transactions (including, without
limitation, any default in the payment by either
Borrower, or any other person of any fees payable to
IGL in respect of its guarantee hereunder); provided
that, subject to any subordination agreements relating
to any such claims, nothing herein shall prevent the
assertion of any such claim by separate suit or
compulsory counterclaim;
(vi) any invalidity or unenforceability relating to
or against either Borrower for any reason of the
Consolidated Credit Agreement, or any provision of
applicable law or regulation purporting to prohibit the
payment by either Borrower of the Obligations or any
other amount payable by either Borrower under the
Consolidated Credit Agreement;
(vii) any other act or omission to act or delay of
any kind by either Borrower, any beneficiary of this
Guarantee, or any other corporation or person, or any
other circumstance whatsoever, that might, but for the
provisions of this paragraph, constitute a legal or
equitable discharge of or defense to IGL's obligations
hereunder or to the Obligations;
(viii) any failure of any beneficiary of this
Guarantee to assert any claim or demand or to enforce
any right or remedy against either Borrower under the
provisions of the Consolidated Credit Agreement, any
other security document, any intercreditor document or
any other loan document; or
(ix) any failure of any beneficiary of this
Guarantee to exercise any right or remedy against any
other guarantor (including any subsidiary) of the
Obligations.
SECTION 1.04. Reduction of Principal Amounts
Covered by Guarantee. Pursuant to Section 2.07(c) of the
Consolidated Credit Agreement, the aggregate of the
Commitments under the Tranches shall be automatically and
permanently reduced, ratably among the Lenders in accordance
with the amounts of their respective Commitments under the
Tranches as set forth therein. Subject to the provisions of
Section 1.05, the aggregate principal amount of the Loans,
and reimbursement obligations (including cash
collateralization obligations) in respect of Letters of
Credit (collectively, "Principal Obligations"), covered by
the guarantee obligations of IGL hereunder and in respect of
which demands for payment may be made under this Guarantee
shall, during each of the periods set forth below (each, a
"Coverage Period"), be limited to the maximum aggregate
amounts set forth below opposite such Coverage Period:
Aggregate
Coverage Period Principal Amount
Through February 14,
1999
$50,000,000 $35,000,00
From February 15,
1999 through
February 14, 2000
From $15,000,00
February 15, 2000
through January, 31
2001
After $0
January 31, 2001
Notwithstanding the foregoing, this
Guarantee (i) shall remain in full force and effect at all
times after a Coverage Period in an amount equal to the
amount set forth opposite such Coverage Period above with
respect to accrued and unpaid Principal Obligations in
respect of which demand for payment under this Guarantee was
duly made on IGL during such Coverage Period; provided that
the aggregate liability of IGL under this Guarantee in
respect of payment of Principal Obligations shall not in any
event exceed $50,000,000 and (ii) shall cover the full
amount of any interest accrued and unpaid on Principal
Obligations in respect of which a demand for payment is or
could (assuming such amount were due and unpaid) be made on
IGL under this Guarantee on or before January 31, 2001
(except as provided in Section 1.05). In addition,
notwithstanding the foregoing, all Obligations of the
Borrowers for payment of amounts other than principal of and
interest on the Loans (including, without limitation, in
respect of indemnities, reimbursement of costs, yield
protection, redeployment costs, tax gross-ups and reasonable
expenses) shall be covered by IGL's guarantee hereunder
without limitation, except to the extent any such payment
obligation is attributable solely to a Principal Obligation,
or interest on a Principal Obligation which, pursuant to the
foregoing provisions, is not at the time covered by IGL's
guarantee hereunder. During any Coverage Period, claims may
be made on IGL hereunder in respect of any and all Principal
Obligations not paid when due up to the full aggregate
amount of Principal Obligations set forth opposite such
Coverage Period in the table above, notwithstanding that
(i) the aggregate amount of Principal Obligations under the
Consolidated Credit Agreement may exceed the amount set
forth in such table or (ii) only a portion of the Principal
Obligations are at the time due and unpaid; provided,
however, that the aggregate liability of IGL under this
Guarantee in respect of Principal Obligations shall not in
any event exceed $50,000,000.
SECTION 1.05. Discharge only upon
Payment in Full. Subject to the provisions of Section 1.04,
IGL's obligations hereunder shall remain in full force and
effect until the earliest of the date on which (x) the
commitments under the Consolidated Credit Agreement shall
have terminated and the Obligations (other than contingent
indemnification obligations) shall have been paid in full,
(y) payment has been made hereunder or (z) Chase or its
Affiliates shall reduce their respective Commitments and/or
sell participations in outstanding Loans such that their
aggregate Commitments then outstanding under the
Consolidated Credit Agreement as of such date shall be less
than 25% of the total Commitments then outstanding as of
such date. If at any time any Obligation is rescinded or
must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of either Borrower or
otherwise, IGL's obligations hereunder with respect to such
payment shall be reinstated as though such payment had been
due but not made at the time initially paid and if a demand
for payment under this Guarantee could have been made in
respect of such Obligation on such initial payment date or
on any date thereafter in accordance with the provisions of
Section 1.04 (assuming nonpayment of such Obligation when
due on such initial payment date) then demand for payment
may be made hereunder in respect of such Obligation
notwithstanding the provisions of Section 1.04.
SECTION 1.06. Waiver by IGL. Except to
the extent set forth in Section 1.02 and as provided in the
Consolidated Credit Agreement, IGL irrevocably waives
acceptance hereof, presentment, demand, protest, notice of
intent to accelerate, notice of acceleration and any notice
not provided for herein or in the Consolidated Credit
Agreement, as well as any requirement that at any time any
action be taken by any beneficiary of this Guarantee,
corporation or person against either Borrower, any other
guarantor or any other entity or person.
SECTION 1.07. Stay of Acceleration. If
acceleration of the time for payment of any Obligation or
any other amount payable by either Borrower under the
Consolidated Credit Agreement is stayed upon the insolvency,
bankruptcy or reorganization of either Borrower, all such
amounts otherwise subject to acceleration under the terms of
the Consolidated Credit Agreement shall nonetheless be
payable by IGL hereunder as if no such stay was in effect.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Representations and
Warranties. (a) As of the date hereof and each other date
upon which such representations and warranties are required
to be made or deemed made pursuant to Section 6.01(i) of the
Consolidated Credit Agreement, and for so long as this
Guarantee shall remain in effect, IGL shall be deemed to
have made to each Lender, Issuing Bank and Agent each of the
representations and warranties of IGL contained in
Article IV of the IGL Credit Agreement, as may be in effect
from time to time, which representations and warranties,
along with the definitions of the terms utilized therein and
any related provisions, as the same may be amended,
restated, waived or otherwise modified from time to time,
are hereby incorporated by reference herein and shall apply
with the same force and effect as though set forth herein in
their entirety; provided, however, for purposes of IGL
making the representations and warranties required of it
under this Section 2.01, any references to the "Agreement"
in the representations and warranties contained in
Article IV of the IGL Credit Agreement shall be deemed to be
references to this Guarantee.
ARTICLE III
COVENANTS
SECTION 3.01. Financial Covenants of
IGL. (a) IGL covenants and agrees that from and after the
date hereof and so long as this Guarantee shall remain in
effect with respect to it and until all of the Obligations
for which it is liable hereunder have been paid or
terminated, unless the Required Lenders otherwise provide
prior written consent, it will at all times comply with each
of the Financial Covenants in the IGL Credit Agreement, as
in effect from time to time (after giving effect to any
period of grace applicable to any such Financial Covenant
and specified in the IGL Credit Agreement), which Financial
Covenants, along with the definitions of the terms utilized
therein and any related provisions, are hereby incorporated
by reference herein and shall apply with the same force and
effect as though set forth herein in their entirety.
(b) The financial covenants in effect
pursuant to paragraph (b) above shall be deemed to be
automatically amended, restated, waived or otherwise
modified, as applicable, as of the date that the equivalent
Financial Covenant in the IGL Credit Agreement shall
effectively be amended, restated, waived or otherwise
modified, as applicable, pursuant to the terms thereof.
SECTION 3.02. Delivery Requirements.
(a) IGL shall promptly deliver a copy of any amendment,
restatement, waiver or modification of the IGL Credit
Agreement to the Administrative Agent (provided that the
failure to deliver such amendment, restatement, waiver or
modification shall in no way affect any automatic
modification of an equivalent financial covenant hereunder
pursuant to Section 3.01(b)). Whenever and on each occasion
that the IGL Credit Agreement is replaced by or refinanced
with a successor IGL Credit Agreement, IGL shall forthwith
deliver a complete and accurate copy of such successor IGL
Credit Agreement to the Administrative Agent (provided that
the failure to deliver such agreement shall in no way affect
any automatic modification of an equivalent financial
covenant hereunder pursuant to Section 3.01(b)).
(b) IGL shall promptly deliver to the
Administrative Agent, at the time they become available,
(1) copies of all financial statements, reports and proxy
statements which it shall have sent to its stockholders
generally and (2) copies of all regular and periodic
reports, if any, which IGL shall file with the SEC or any
national securities exchange.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Conditions to
Effectiveness. (a) It shall be a condition precedent to the
effectiveness of this Guarantee that:
(i) the Administrative Agent shall
have received a certificate from IGL
dated the date hereof and signed by a
Financial Officer of IGL, confirming that
(i) the representations and warranties on
the part of IGL contained in this
Guarantee shall be true and correct in
all material respects at and as of the
date hereof and (ii) no Event of Default
in respect of IGL shall have occurred and
be continuing on the date hereof or would
result after giving effect to this
Guarantee;
(ii) the Administrative Agent shall
have received on behalf of itself and the
Lenders, a favorable written opinion
(addressed to Administrative Agent
and the Lenders and dated the Effective
Date) of New York counsel in a form
satisfactory to the Administrative Agent
and its counsel;
(iii) all legal matters incident to
this Guarantee shall be satisfactory to
the Lenders, the Issuing Banks and to
Cravath, Swaine & ▇▇▇▇▇, special counsel
for the Agents;
(iv) the Administrative Agent shall
have received (w) a copy of the
Certificate of Incorporation, including
all amendments thereto, of IGL, certified
as of a recent date by the Secretary of
State of the state of Delaware, and a
certificate from such Secretary of State
as to the good standing of IGL as of a
recent date and the filing of all
franchise tax returns and the payment of
all franchise taxes required by law to be
filed and paid by IGL to the date of such
certificate; (x) a certificate of the
Secretary or Assistant Secretary of IGL
dated the date hereof and certifying (A)
that attached thereto is a true and
complete copy of the By-laws of IGL as in
effect on the date hereof and at all
times since a date prior to the date of
the resolutions described in clause (B)
below, (B) that attached thereto is a
true and complete copy of resolutions
duly adopted by the Board of Directors of
IGL authorizing the execution, delivery
and performance of this Guarantee, and
that such resolutions have not been
modified, rescinded or amended and are in
full force and effect, (C) that the
Certificate of Incorporation and By-laws
of IGL attached thereto have not been
amended since the date of the last
amendment thereto shown on the
certificate of good standing furnished
pursuant to clause (w) above or the date
of the certificate furnished pursuant to
clause (x) above, as applicable, and (D)
as to the incumbency and specimen
signature of each officer executing this
Guarantee or any other document delivered
in connection herewith on behalf of IGL;
and (y) a certificate of another officer
of IGL as to the incumbency and specimen
signature of the applicable Secretary or
Assistant Secretary executing the
certificate pursuant to clause (x) above.
(b) Upon the satisfaction of the
conditions precedent set forth in Section 4.01(a) and the
execution of this Guarantee by a duly authorized officer of
IGL, this Guarantee shall amend and restate the FTX
Guarantee Agreement in its entirety and the FTX Guarantee
Agreement, in its form immediately prior to the
effectiveness of this Guarantee, shall be of no further
force and effect.
SECTION 4.02. Successors and Assigns.
Subject to Section 1.05, this Guarantee shall be binding
upon and inure to the benefit of the Borrowers, the Lenders,
the Issuing Banks, IGL, the Agents and their respective
successors and assigns, except that IGL may not assign,
delegate or transfer any of its rights or obligations
hereunder or any interest herein (and any such attempted
assignment, delegation or transfer shall be void).
SECTION 4.03. Waivers; Amendments.
(a) No failure or delay of any Lender, Issuing Bank or Agent
in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and
remedies of the Lenders, the Issuing Banks and the Agents
hereunder and under the other documents and agreements
entered into in connection herewith are cumulative and not
exclusive of any rights or remedies which they would
otherwise have. Except as provided in the Consolidated
Credit Agreement, no waiver of any provision of this
Guarantee or consent to any departure by IGL therefrom shall
in any event be effective unless the same shall be
authorized as provided in paragraph (b) below, and then such
waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Except as
provided in the Consolidated Credit Agreement, no notice or
demand on IGL in any case shall entitle IGL to any other or
further notice or demand in similar or other circumstances.
(b) This Agreement (including any
provision hereof) may not be waived, amended or modified
except pursuant to an agreement or agreements in writing
entered into between IGL and the Administrative Agent, with
the prior written consent of the Required Lenders.
SECTION 4.04. Survival of Guarantee.
All covenants, agreements, representations and warranties
made by IGL herein shall be considered to have been relied
upon by the Lenders, the Issuing Banks and the Agents and
shall survive the making by the Lenders of the Loans, or the
issuing of Letters of Credit by the Issuing Banks regardless
of any investigation made by the Lenders or Issuing Banks,
as applicable, or on their respective representatives or
agents, and, subject to the provisions of Section 1.04,
shall continue in full force and effect only as long as the
principal of or any accrued interest on any Loan, L/C
Disbursement, Fee or other fee or amount payable (other than
contingent indemnification obligations) under the Loan
Documents is outstanding and unpaid and only so long as the
Commitments have not been terminated or have not expired
and, in no event (other than as provided in Section 1.05),
later than January 31, 2001.
SECTION 4.05. Governing Law; Submission
to Jurisdiction. This Guarantee shall be governed by and
construed in accordance with the laws of the State of New
York. IGL hereby submits to the nonexclusive jurisdiccttion
of the United States District Court for the Southern
District of New York and of any New York State court sitting
in New York City for purposes of all legal proceedings
arising out of or relating to this Guarantee. IGL
irrevocably waives, to the fullest extent permitted by law,
any objection that either such party may not or hereafter
have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an
inconvenient forum.
SECTION 4.06. Waiver of Jury Trial. IGL
hereby irrevocably waives any and all right to trial by jury
in any legal proceeding arising out of or relating to this
Guarantee.
SECTION 4.07. Notices. All notices,
requests and other communications shall be in writing
(including facsimile transmission or similar writing) and
shall be mailed or sent by the sending party to: (i) in the
case of IGL, at its address set forth in Section 10.01 of
the Consolidated Credit Agreement or as otherwise notified
to the beneficiaries of this Guarantee or (ii) in the
case of any other party, at its address set forth in the
Loan Documents.
IN WITNESS WHEREOF, IGL has caused this
Guarantee to be duly executed by its officer thereunto duly
authorized, as of the day and year first above written.
IMC GLOBAL INC.,
by /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice
President and
Acting Chief
Financial
Officer
Name:
Title:
