0000820626-04-000122 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 5th, 2004 • Imc Global Inc • Agricultural chemicals • New York

This Supplemental Indenture (this "Supplemental Indenture"), dated as of May 27, 2004, by and among Phosphate Acquisition Partners L.P., a Delaware limited partnership (the "Guaranteeing Subsidiary"), IMC Global Inc., a Delaware corporation (the "Company"), and BNY Midwest Trust Company, as trustee under the Indenture referred to below (the "Trustee").

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AMENDMENT TO AGREEMENT
Proxy Agreement • August 5th, 2004 • Imc Global Inc • Agricultural chemicals • New York

This Amendment, dated as of June 23, 2004 (this "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 Anne T. and Robert M. Bass Foundation, a Texas non-profit corporation (each a "Selling Unitholder" and collectively, "Selling Unitholders") dated as of December 19, 2003 (the "Proxy Agreement"). All capitalized terms not defined herein shall have the meaning as defined in the Proxy Agreement.

Date: May 20, 2004 To: Bob Qualls From: Doug Pertz RE: Key Manager Severance Agreement
Key Manager Severance Agreement • August 5th, 2004 • Imc Global Inc • Agricultural chemicals

As you know, your current Key Manager Severance Agreement expires on October 25, 2004. We certainly expect the proposed merger to close before that date and in that case you will be covered by the terms and conditions found in Section 5 of the Agreement. Also, the Merger Agreement provides that your Agreement is triggered on the date of Closing. However, we want to assure you that you have the appropriate protection in place in the unlikely event that the transaction does not close by October 25.

SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 5th, 2004 • Imc Global Inc • Agricultural chemicals • New York

This Supplemental Indenture (this "Supplemental Indenture"), dated as of May 27, 2004, by and among Phosphate Acquisition Partners L.P., a Delaware limited partnership (the "Guaranteeing Subsidiary"), IMC Global Inc., a Delaware corporation (the "Company"), and The Bank of New York, as trustee under the Indentures referred to below (the "Trustee").

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