EX-99 3 ex992_sc13da24-phosphate.txt EXHIBIT 99.2 EXHIBIT 99.2 ------------ 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 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 "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.] 2 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. Reid Porter ----------------------------------- Name: J. Reid Porter Title: Executive Vice President, Chief Financial Officer KEYSTONE, INC. By: /s/ Stratton R. Heath III ----------------------------------- Name: Stratton R. Heath III Title: Chief Financial Officer ALPINE CAPITAL, L.P. By: Algenpar, Inc., General Partner By: /s/ J. Taylor Crandall ----------------------------------- Name: J. Taylor Crandall Title: President THE ANNE T. AND ROBERT M. BASS FOUNDATION By: /s/ J. Taylor Crandall ----------------------------------- Name: J. Taylor Crandall Title: Treasurer 3