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 10-3/4% Senior Notes due 2001 and
10-3/4% Series B Senior Notes Due 2001 (collectively, the "10-3/4% NOTES");
and
WHEREAS, holders of more than a majority of the outstanding principal
amount of each of the 10-3/4% 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 10-3/4% 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.
* * * *
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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: /s/ Xxxxxxxxx X. Xxxxx
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Title: Senior Vice President
Attest: /s/ Rose Maries Xxxxxxxx
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Title: Secretary
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Assistant Vice President
Attest: /s/ Xxxxxxx Xxxx
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Title: Assistant Treasurer
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