Exhibit 4.ii(b)
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"),
dated as of August 2, 2001, by and among IMC Global Netherlands B.V. (the
"GUARANTEEING SUBSIDIARY"), a subsidiary of IMC Global Inc., a Delaware
corporation (the "COMPANY"), the Company and The Bank of New York, as trustee
under the Indenture referred to below (the "TRUSTEE").
W I T N E S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "SEVEN YEAR INDENTURE"), dated as of May 17, 2001
providing for the issuance of an aggregate principal amount of up to $400
million of 10.875% Senior Notes due 2008 (the "SEVEN YEAR NOTES");
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "TEN YEAR INDENTURE" and together with the Seven Year
Indenture, the "INDENTURE"), dated as of May 17, 2001 providing for the issuance
of an aggregate principal amount of up to $200 million of 11.250% Senior Notes
due 2011 (the "TEN YEAR NOTES"and together with the Seven Year Notes, the
"NOTES");
WHEREAS, Section 10.04 of the Indenture provides that, if a Person
becomes obligated to guarantee the Notes pursuant to the Indenture, the new
guarantor must execute a supplemental indenture to which such Guarantor shall
unconditionally guarantee all of the Company's obligations under the Notes and
the Indenture on the terms and conditions set forth herein and in the Indenture;
WHEREAS, pursuant to Section 8.06 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees to become subject to the terms of the Indenture as a Guarantor.
3. INCORPORATION OF TERMS OF INDENTURE. The obligations of the
Guaranteeing Subsidiary under the Note Guarantees shall be governed in all
respects by the terms of the Indenture and shall constitute a Note Guarantee
thereunder. The Guaranteeing Subsidiary shall be bound by the terms of the
Indenture as they relate to the Note Guarantees.
4. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any
liability for any obligations of the Company or the Guaranteeing Subsidiary
under the Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of
the SEC that such a waiver is against public policy.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
8. TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.
* * *
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
IMC GLOBAL INC.
By: /s/ J. Xxxxxxxx Xxxxx
--------------------------------------------
Name: J. Xxxxxxxx Xxxxx
Title: Executive Vice President
IMC GLOBAL NETHERLANDS B.V.
By: [illegible]
--------------------------------------------
Name: ABN AMRO Trust Company (Nederland) B.V.
Title: Director
THE BANK OF NEW YORK, AS TRUSTEE
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Vice President
