EXHIBIT 99.2
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SECOND AMENDMENT TO
AGREEMENT
This Second Amendment, dated as of September 10, 2004 (this "Second
Amendment") to the Agreement between IMC Global Inc., a Delaware corporation
("Parent"), and Keystone, Inc., a Texas corporation, Alpine Capital, L.P., a
Texas limited partnership, and The Xxxx X. and Xxxxxx X. Xxxx Foundation, a
Texas non-profit corporation (each a "Selling Unitholder" and collectively,
"Selling Unitholders") dated as of December 19, 2003 (the "Agreement") as
amended by Amendment to Agreement dated as of June 23, 2004 (the "Amended
Agreement" and together with the Agreement, the "Proxy Agreement"). All
capitalized terms not defined herein shall have the meaning as defined in the
Proxy Agreement.
WHEREAS, Selling Unitholders, as the beneficial owners of an aggregate
of 30,732,100 units representing limited partner interests (each, a "Partnership
Unit" and collectively, the "Partnership Units") of Phosphate Resource Partners
Limited Partnership, a Delaware limited partnership (the "Partnership"), agreed
pursuant to the Agreement to grant a proxy to Parent to vote the Partnership
Units for approval of a Transaction Agreement and Transaction (as such terms are
defined in the Proxy Agreement) and rights to purchase the Partnership Units in
an effort to consummate a Transaction; and
WHEREAS, the Parties agreed to replace the text of each of Section 2
"Non-Completion Fee" and Section 4 "Standstill" of the Agreement in their
entirety pursuant to the Amended Agreement; and
WHEREAS, the Parties have determined to extend the date the Transaction
Disclosure Document must be mailed to unitholders of the Partnership as
currently provided in Section 2 "Non-Completion Fee" of the Proxy Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements set forth herein, the
parties hereto agree as follows:
I. AMENDMENTS.
1. NON-COMPLETION FEE. The text of Section 2 "Non-Completion
Fee" in the Proxy Agreement shall hereby be deleted in its entirety and
replaced with the following language:
"Subject to Section 10(b) hereof, upon the earliest
to occur of (i) March 25, 2004, if the Transaction Agreement
has not been executed and delivered on or before such date,
(ii) September 30, 2004, if a definitive proxy statement /
prospectus, tender offer or other applicable disclosure
document relating to the Transaction (the "Transaction
Disclosure Document") has not been mailed to the unitholders
of the Partnership, (iii) termination of the Transaction
Agreement or (iv) October 29, 2004, (such earliest date, the
"Non-Completion Fee Date"), Parent shall promptly (but in no
event later than five (5) business days
thereafter), elect, in its sole discretion, either (a) to pay
to the Selling Unitholders an aggregate sum of $1,000,000 in
cash, if permissible under applicable law and Parent's credit
agreements, or (b) to purchase from the Selling Unitholders
such number of Partnership Units having an aggregate market
value on the Non-Completion Fee Date of $100.00, in exchange
for the issuance by Parent to the Selling Unitholders of the
greater of (x) 105,450 Parent Shares or (y) such number of
Parent Shares equal to $1,200,100, determined by dividing
$1,200,100 by the Volume Weighted Average Price per Parent
Share for the five trading days ending on and including the
trading day prior to the Non-Completion Fee Date, which Parent
Shares shall be allocated among the Selling Unitholders pro
rata (and rounded to the nearest whole number of Parent
Shares) based on each Selling Unitholder's Owned Units, and in
connection with any such issuance such Selling Unitholders
agree to execute customary private placement representation
letters at such time (the cash payment and the issuance of
Parent Shares referred to in clauses (a) and (b) are herein
referred to as the "Non-Completion Fee")."
2. Except as set forth in this Second Amendment, the terms of the
Proxy Agreement remain unchanged and in full force and effect.
II. GENERAL PROVISIONS
1. ENTIRE AGREEMENT. This Second Amendment, the Amended
Agreement, the Agreement and the Registration Rights Agreement
constitute the entire agreement, supersedes all prior agreements and
understandings, both written and oral, among the parties with respect
to the subject matter hereof (provided, however, that the letter
agreement among Parent, Partnership and Keystone, Inc. dated November
19, 2003 and the letter agreement among Parent, Partnership and Alpine
Capital, L.P. dated December 19, 2003 shall remain in full force and
effect). The terms of this Second Amendment shall be deemed a part of
the Proxy Agreement as if set forth therein.
2. GOVERNING LAW. This Second Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable
principles of conflicts or laws thereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, Parent and each of the Selling Unitholders have
caused this Second Amendment to be duly executed and delivered as of the date
first written above.
IMC GLOBAL INC.
By: /s/ J. Xxxx Xxxxxx
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Name: J. Xxxx Xxxxxx
Title: Executive Vice President,
Chief Financial Officer
KEYSTONE, INC.
By: /s/ Xxxxxxxx X. Xxxxx III
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Name: Xxxxxxxx X. Xxxxx III
Title: Chief Financial Officer
ALPINE CAPITAL, L.P.
By: Algenpar, Inc., General Partner
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: President
THE XXXX X. AND XXXXXX X. XXXX FOUNDATION
By: /s/ X. Xxxxxx Xxxxxxxx
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Name: X. Xxxxxx Xxxxxxxx
Title: Treasurer
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