EXHIBIT 4.2
AMENDMENT
TO
RIGHTS AGREEMENT
This Amendment (this "Amendment") is to the Rights Agreement (the
"Rights Agreement") which was entered into as of June 21, 1989, by and
between IMC Fertilizer Group, Inc., a Delaware corporation, and The
First National Bank of Chicago, as Rights Agent (capitalized terms used
herein without definitions have the same meanings as assigned to such
terms in the Rights Agreement).
W I T N E S S E T H:
WHEREAS, Section 27 of the Rights Agreements provides the Company
with the sole authority to amend the Rights Agreement with respect to
provisions which the Company deems necessary or desirable;
WHEREAS, the Company desires to amend the Right Agreement so that
Section 13 thereof shall not apply to the transactions agreed to in
that certain Contribution Agreement (the "Contribution Agreement")
dated as of April 5, 1993, between Freeport-McMoRan Resource Partners,
Limited Partnership, a Delaware limited partnership and IMC Fertilizer,
Inc., a Delaware corporation attached hereto as Exhibit A; and
WHEREAS, the Board of Directors of the Company has approved such
amendment to the Rights Agreement contained herein;
NOW, THEREFORE, the Company amends the Rights Agreement as
follows:
1. Amendment. Section 13(c) of the Rights Agreement is hereby
amended as follows:
(a) the phrase "the Company shall sell or otherwise transfer
(or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other
Person other than the Company or one or more of its wholly-owned
Subsidiaries," shall be replaced by the phrase "the Company shall
sell or otherwise transfer (or one or more of its Subsidiaries
shall sell or otherwise transfer), in one or more transactions,
assets or earnings power aggregating 50% or more of the assets or
earning power of the Company and its Subsidiaries (taken as a
whole) to any other Person other than (i) to the Company or one or
more of its wholly-owned Subsidiaries, or (ii) pursuant to a
contribution or other transfer of assets to IMC-Agrico Company, a
Delaware general partnership to be formed pursuant to a
Partnership Agreement substantially in the form attached as
Exhibit A to the Contribution Agreement referred to below, as
contemplated by that certain Contribution Agreement dated as of
April 5, 1993 between Freeport-McMoRan Resource Partners, Limited
Partnership, and IMC Fertilizer, Inc. (or to such other entity as
the parties to such Contribution Agreement shall agree in
accordance with the terms thereof),"
(b) except as expressly provided in Section 1(a) above, the
Rights Agreement, as heretofore amended by this Agreement, remains
in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date and year first above written.
IMC FERTILIZER GROUP, INC.
By XXXXX XXXXXXX
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
THE FIRST NATIONAL BANK OF
CHICAGO, as Rights Agent
By XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President