-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dt1g8OBYjZFtkbfOVr4HsAOxzEeX+SWM8FvhVRCA97RKu39NbgP/pCURcAsDURgE dLp0Y0BmfkpdQIpWPX2fhw== 0000950131-98-005270.txt : 19980922 0000950131-98-005270.hdr.sgml : 19980922 ACCESSION NUMBER: 0000950131-98-005270 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 19980921 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMC GLOBAL INC CENTRAL INDEX KEY: 0000820626 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 363492467 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-63903 FILM NUMBER: 98712510 BUSINESS ADDRESS: STREET 1: 2100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8472729200 MAIL ADDRESS: STREET 1: 2345 WAUKEGAN ROAD - SUITE E-200 CITY: BANNOCKBURN STATE: IL ZIP: 60015-5516 FORMER COMPANY: FORMER CONFORMED NAME: IMC FERTILIZER GROUP INC DATE OF NAME CHANGE: 19920703 S-4 1 FORM S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 21, 1998 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- IMC GLOBAL INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 2874 36-3492467 (STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) ---------------- 2100 SANDERS ROAD NORTHBROOK, IL 60062 (847) 272-9200 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES) ---------------- J. BRADFORD JAMES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 2100 SANDERS ROAD NORTHBROOK, IL 60062 (847) 272-9200 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) WITH COPIES TO: MICHAEL G. TIMMERS KIRKLAND & ELLIS 200 EAST RANDOLPH DRIVE CHICAGO, ILLINOIS 60601 (312) 861-2000 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TITLE OF EACH CLASS OF OFFERING AGGREGATE OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE - ----------------------------------------------------------------------------------- 6 1/2% Notes due 2003... $200,000,000 100% $200,000,000 $59,000 - ----------------------------------------------------------------------------------- 7 3/8% Debentures due 2018................... $100,000,000 100% $100,000,000 $29,500 - -----------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f) ---------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 1998 PROSPECTUS , 1998 IMC GLOBAL INC. LOGO OFFER TO EXCHANGE ITS 6 1/2% NOTES DUE 2003 AND ITS 7 3/8% DEBENTURES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF ITS OUTSTANDING 6 1/2% NOTES DUE 2003 AND 7 3/8% DEBENTURES DUE 2018, RESPECTIVELY. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998, UNLESS EXTENDED. ----------- IMC Global Inc. ("IMC" or the "Company"), hereby offers (the "Exchange Offer"), upon the terms and conditions set forth in this Prospectus (the "Prospectus") and the accompanying Letter of Transmittal (the "Letter of Transmittal"), to exchange $1,000 principal amount of its 6 1/2% Notes due 2003 (the "Exchange Notes") and $1,000 principal amount of its 7 3/8% Debentures due 2018 (the "Exchange Debentures," and together with the Exchange Notes, the "Exchange Securities"), each registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which this Prospectus is a part, for each $1,000 principal amount of its outstanding 6 1/2% Notes due 2003 (the "Old Notes"), of which $200,000,000 principal amount is outstanding, and for each $1,000 principal amount of its outstanding 7 3/8% Debentures due 2018 (the "Old Debentures," and together with the Old Notes, the "Old Securities"), of which $100,000,000 principal amount is outstanding, respectively. The forms and terms of the Exchange Notes and the Exchange Debentures are the same as the forms and terms of the Old Notes and the Old Debentures, respectively, except that (i) the Exchange Notes and the Exchange Debentures will each bear a different CUSIP number from the Old Notes and the Old Debentures, respectively, (ii) the Exchange Notes and the Exchange Debentures will have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and (iii) holders of the Exchange Notes and the Exchange Debentures will not be entitled to certain rights of holders of Old Notes and Old Debentures under the Registration Rights Agreement (as defined). The Old Notes and the Exchange Notes are sometimes referred to herein collectively as the "Notes" and the Old Debentures and the Exchange Debentures are sometimes referred to herein collectively as the "Debentures." The Exchange Notes and the Exchange Debentures will evidence the same debt as the Old Notes and the Old Debentures (which they respectively replace) and will be issued under and be entitled to the benefits of the Indenture dated as of August 1, 1998 (the "Indenture") between IMC and The Bank of New York, as Trustee, governing the Notes and the Debentures. The Old Notes and the Exchange Notes will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Notes that remain outstanding after consummation of the Exchange Offer and the Exchange Notes issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Notes have taken certain actions or exercised certain rights under the Indenture. Similarly, the Old Debentures and the Exchange Debentures will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Debentures outstanding after consummation of the Exchange Offer and the Exchange Debentures issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Debentures have taken certain actions or exercised certain rights under the Indenture. See "Description of Exchange Notes and Exchange Debentures" and "Exchange Offer." IMC will accept for exchange any and all Old Notes and Old Debentures validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on , 1998, unless extended by IMC in its sole discretion (such time and date, as the same may be extended, the "Expiration Date"). Tenders of Old Notes and Old Debentures may be withdrawn at any time on or prior to the Expiration Date. The Exchange Offer is subject to certain customary conditions. See "Exchange Offer." The Old Securities were sold by IMC on August 11, 1998 to Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc (the "Initial Purchasers") in a transaction not registered under the Securities Act in reliance upon an exemption under the Securities Act (the "Initial Offering"). The Initial Purchasers subsequently placed the Old Securities with qualified institutional buyers in reliance upon Rule 144A under the Securities Act ("Rule 144A"). Accordingly, the Old Securities may not be reoffered, resold or otherwise transferred in (Continued on following page) ----------- This Prospectus and the Letter of Transmittal are first being mailed to all holders of Old Securities on , 1998. SEE "RISK FACTORS" BEGINNING ON PAGE 17 FOR A DESCRIPTION OF CERTAIN RISKS TO BE CONSIDERED WITH RESPECT TO THE EXCHANGE OFFER. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (continued from previous page) the United States unless registered under the Securities Act or unless an applicable exemption from the registration requirements of the Securities Act is available. The Exchange Securities are being offered hereunder in order to satisfy the obligations of the Company under the Registration Rights Agreement entered into by the Company and the Initial Purchasers in connection with the Initial Offering (the "Registration Rights Agreement"). See "Exchange Offer." The Exchange Notes will mature on August 1, 2003 and the Exchange Debentures will mature on August 1, 2018. Each Exchange Note will bear interest at the rate of 6 1/2% per annum and each Exchange Debenture will bear interest at the rate of 7 3/8% per annum, in each case from the last Interest Payment Date (as defined) to which interest was paid on the Old Note or Old Debenture (as the case may be) surrendered in exchange therefor or, if no interest has been paid on such Old Note or Old Debenture, from August 11, 1998, payable semiannually on February 1 and August 1 in each year, commencing February 1, 1999. Holders of the Old Notes or the Old Debentures whose Old Notes or Old Debentures are accepted for exchange will not receive accrued interest on such Old Notes or Old Debentures for any period from and after the last Interest Payment Date to which interest has been paid or duly provided for on such Old Notes or Old Debentures prior to the original issue date of the Exchange Notes or Exchange Debentures or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such Old Notes or Old Debentures, and will be deemed to have waived the right to receive any interest on such Old Notes or Old Debentures accrued from and after such Interest Payment Date or, if no such interest has been paid or duly provided for, from and after August 11, 1998. Each of the Exchange Notes and the Exchange Debentures will be redeemable at the option of IMC, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the principal amount and the remaining scheduled payments of interest thereon, in each case discounted from their respective scheduled payment dates to the redemption date on a semiannual basis at the Treasury Rate (as defined) plus 15 basis points in the case of the Exchange Notes and 25 basis points in the case of the Exchange Debentures, plus in either case accrued interest thereon to the redemption date. See "Description of Exchange Notes and Exchange Debentures." The Exchange Notes and the Exchange Debentures will be unsecured, senior debt of IMC and will rank on a parity with all other unsecured and unsubordinated indebtedness of IMC. See "Description of Exchange Notes and Exchange Debentures." Any Old Notes or Old Debentures not tendered and accepted in the Exchange Offer will remain outstanding and will be entitled to all the same rights and benefits and will be subject to the same limitations applicable thereto under the Indenture (except for those rights which terminate upon consummation of the Exchange Offer). Following consummation of the Exchange Offer, the holders of Old Notes or Old Debentures will continue to be subject to the existing restrictions upon transfer thereof and the Company will have no further obligation to such holders to provide for registration under the Securities Act of the Old Notes or the Old Debentures held by them. To the extent that Old Notes or Old Debentures are tendered and accepted in the Exchange Offer, the trading market for untendered and tendered but unaccepted Old Notes and Old Debentures could be adversely affected. Based on existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the "SEC" or the "Commission") set forth in several no-action letters to third parties, and subject to the immediately following sentence, the Company believes that the Exchange Securities to be issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by the holders thereof (other than any such holders who are broker-dealers) without compliance with the registration and prospectus delivery requirements of the Securities Act. However, any holder of Old Notes or Old Debentures who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or the Exchange Debentures, or any broker-dealer who purchased the Old Notes or the Old Debentures from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the staff of the Commission (the "Staff") set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Old Notes or Old Debentures, as 2 applicable, in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Old Notes or Old Debentures, as applicable, unless such sale or transfer is made pursuant to an exemption from such requirements. The Company does not intend to seek its own no-action letter, and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Notes or the Exchange Debentures as it has in such no-action letters to third parties. Each holder of Old Notes or Old Debentures (other than certain specified holders) who wishes to exchange the Old Notes or the Old Debentures, as applicable, for Exchange Notes or Exchange Debentures, as applicable, in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) the Exchange Notes or the Exchange Debentures, as applicable, to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures, as applicable, and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act). Each broker-dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market- making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Commission has taken the position in the above-mentioned no-action letters that broker-dealers who acquired Old Notes or Old Debentures for their own accounts as a result of market-making or other trading activities ("Participating Broker-Dealers") may fulfill their prospectus delivery requirements with respect to the Exchange Notes or the Exchange Debentures, as applicable, other than a resale of an unsold allotment from the original sale thereof, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a plan of distribution with respect to the resale of such Exchange Notes and Exchange Debentures. Under the Registration Rights Agreement, the Company is required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use this Prospectus, as it may be amended or supplemented from time to time, in connection with the resale of such Exchange Notes or Exchange Debentures, as applicable, for a period of 180 days from the issuance of the Exchange Notes or the Exchange Debentures, as applicable. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this Prospectus available to any Participating Broker-Dealer for use in connection with any such resale (provided that the Company has received prior written notice from such Participating Broker-Dealer of its status as a Participating Broker-Dealer). See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on the above-mentioned no- action letters and must comply with the registration and delivery requirements of the Securities Act in connection with any resale transaction. The Company will not receive any cash proceeds from the issuance of the Exchange Securities offered hereby. The Company has agreed to bear the expenses of the Exchange Offer. No dealer-manager is being used in connection with the Exchange Offer. The Exchange Notes and the Exchange Debentures will each constitute a new issue of securities with no established trading market. The Company does not intend to list the Exchange Notes or the Exchange Debentures on any national securities exchange or seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. The Initial Purchasers have advised the Company that they currently intend to make a market in each of the Exchange Notes and the Exchange Debentures, but they are not obligated to do so and may discontinue such market making at any time. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and may be limited during the Exchange Offer and the pendency of any Shelf Registration Statement (as defined). Accordingly, no assurance can be given that an active public market or other market will develop for the Exchange Notes or the Exchange Debentures. See "Risk Factors--Absence of a Public Market Could Adversely Affect the Value of Exchange Securities." 3 THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION. HOLDERS OF OLD NOTES OR OLD DEBENTURES ARE URGED TO READ THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR OLD NOTES OR OLD DEBENTURES PURSUANT TO THE EXCHANGE OFFER. THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT SURRENDERS FOR EXCHANGE FROM, HOLDERS OF OLD NOTES OR OLD DEBENTURES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION. NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR THE ACCOMPANYING LETTER OF TRANSMITTAL, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS OR THE ACCOMPANYING LETTER OF TRANSMITTAL, NOR ANY EXCHANGE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. THE EXCHANGE NOTES AND THE EXCHANGE DEBENTURES WILL BE AVAILABLE INITIALLY ONLY IN BOOK-ENTRY FORM. EXCEPT AS DESCRIBED UNDER "DESCRIPTION OF EXCHANGE NOTES AND EXCHANGE DEBENTURES--BOOK ENTRY SYSTEM," THE COMPANY EXPECTS THAT THE EXCHANGE NOTES AND THE EXCHANGE DEBENTURES ISSUED PURSUANT TO THE EXCHANGE OFFER WILL BE REPRESENTED BY GLOBAL SECURITIES, WHICH WILL BE DEPOSITED WITH, OR ON BEHALF OF, THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY" OR "DTC") AND REGISTERED IN THE NAME OF CEDE & CO. (DTC'S PARTNERSHIP NOMINEE). BENEFICIAL INTERESTS IN THE GLOBAL SECURITIES WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY DTC AND ITS PARTICIPANTS (WHICH MAY INCLUDE MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE EUROCLEAR SYSTEM, AND CITIBANK, N.A., AS OPERATOR OF CEDEL BANK, SOCIETE ANONYME). AFTER THE INITIAL ISSUANCE OF THE GLOBAL SECURITIES, EXCHANGE NOTES AND EXCHANGE DEBENTURES IN CERTIFICATED FORM WILL BE ISSUED IN EXCHANGE FOR THE GLOBAL SECURITIES ONLY UNDER LIMITED CIRCUMSTANCES AS SET FORTH IN THE INDENTURE. SEE "DESCRIPTION OF EXCHANGE NOTES AND EXCHANGE DEBENTURES--BOOK ENTRY SYSTEM." PROSPECTIVE INVESTORS IN THE EXCHANGE NOTES AND THE EXCHANGE DEBENTURES ARE NOT TO CONSTRUE THE CONTENTS OF THIS PROSPECTUS AS INVESTMENT, LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT ITS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS OF THE EXCHANGE NOTES AND THE EXCHANGE DEBENTURES. THE COMPANY IS NOT MAKING ANY REPRESENTATION TO ANY PROSPECTIVE INVESTOR IN THE EXCHANGE NOTES OR THE EXCHANGE DEBENTURES REGARDING THE LEGALITY OF AN INVESTMENT THEREIN BY SUCH PERSON UNDER APPROPRIATE LEGAL INVESTMENT OR SIMILAR LAWS. THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM THE CORPORATE SECRETARY, IMC GLOBAL INC., 2100 SANDERS ROAD, NORTHBROOK, ILLINOIS 60062, TELEPHONE NUMBER (847) 272-9200. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY , 1998 (FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE). THE COMPANY HAS FIXED THE CLOSE OF BUSINESS ON , 1998 AS THE RECORD DATE FOR THE EXCHANGE OFFER FOR PURPOSES OF DETERMINING THE HOLDERS TO WHOM THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL WILL BE MAILED INITIALLY. 4 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. Reports, proxy and information statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following Regional Offices of the Commission: Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Reports, proxy and information statements and other information concerning the Company may also be inspected at the offices of the national securities exchanges on which the Company's Common Stock is listed: The New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and The Chicago Stock Exchange, Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605. The Company is subject to the electronic filing requirements of the Commission. Accordingly, pursuant to the rules and regulations of the Commission, certain documents, including annual and quarterly reports and proxy statements, filed by the Company with the Commission have been and will be filed electronically. The Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants, including the Company, that file electronically with the Commission. This Prospectus constitutes a part of a Registration Statement on Form S-4 (the "Exchange Offer Registration Statement," which term shall encompass all amendments, exhibits, annexes and schedules thereto) filed by the Company with the Commission under the Securities Act covering the Exchange Offer contemplated hereby. This Prospectus omits certain of the information contained in the Exchange Offer Registration Statement in accordance with the rules and regulations of the Commission. Reference is hereby made to the Exchange Offer Registration Statement and related exhibits for further information with respect to the Company and the Exchange Offer. Statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Exchange Offer Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. The Company has agreed that, if the Company ceases to be subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act, (i) for so long as any Notes or Debentures remain outstanding, it will mail to the holders of the Notes and the Debentures (a) annual reports containing the information required by the Exchange Act to be contained in an Annual Report on Form 10-K, (b) quarterly reports containing the information required by the Exchange Act to be contained in a Quarterly Report on Form 10-Q and (c) promptly after the occurrence of an event required to be therein reported, such other reports containing information required by the Exchange Act to be contained in a Current Report on Form 8-K and (ii) for so long as any Registrable Notes (as defined in the Registration Rights Agreement) or Registrable Debentures (as defined in the Registration Rights Agreement) remain outstanding, it will, upon the request of any holder of Registrable Notes or Registrable Debentures (x) make publicly available such information as is necessary to permit sales of such securities pursuant to Rule 144 under the Securities Act and (y) deliver such information to a prospective purchaser as is necessary to permit sales of such securities pursuant to Rule 144A under the Securities Act. INFORMATION INCORPORATED BY REFERENCE The following documents of the Company heretofore filed with the Commission pursuant to the Exchange Act (File No. 1-9759) are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1997; 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 3. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998; 4. The Company's Current Report on Form 8-K filed on January 6, 1998; 5. The Company's Current Report on Form 8-K filed on January 15, 1998; and 6. The Company's Current Report on Form 8-K filed on April 15, 1998, as amended on June 15, 1998 and September 16, 1998. 5 The consolidated financial statements of Freeport-McMoRan Inc. ("FTX") at December 31, 1996 and for each of the three years in the period ended December 31, 1996 contained in FTX's Annual Report on Form 10-K for the year ended December 31, 1996 filed with the Commission pursuant to the Exchange Act (File No. 1-8124) are incorporated herein by reference. The unaudited interim consolidated financial statements of FTX for the quarter ended September 30, 1997 contained in FTX's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997 filed with the Commission pursuant to the Exchange Act (File No. 1-8124) are incorporated herein by reference. All reports and other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Exchange Securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such reports and documents; provided, however, that the Report of the Compensation Committee and the Performance Graph contained in any Proxy Statement of the Company shall not be so deemed incorporated by reference. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein, therein or in any other subsequently filed documents which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of such person, a copy (without exhibits other than exhibits specifically incorporated by reference) of any or all documents incorporated by reference into this Prospectus. Requests for such copies should be directed to the Corporate Secretary, IMC Global Inc., 2100 Sanders Road, Northbrook, Illinois 60062, telephone number (847) 272-9200. FORWARD-LOOKING STATEMENTS This Prospectus, including the documents incorporated by reference herein, includes "forward-looking statements" within the meaning of various provisions of the Securities Act and the Exchange Act. All statements, other than statements of historical facts, included or incorporated by reference in this Prospectus that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of the Company's and its subsidiaries' business and operations, plans, references to future success as well as other statements which include words such as "anticipate," "believe," "plan," "estimate," "expect" and "intend" and other similar expressions, constitute forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including any special considerations included or incorporated by reference in this Prospectus; general economic, market or business conditions; conditions in and policies of the agriculture industry; weather; risks associated with export sales and investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws or policies of the United States and Canada, as well as those of the United Kingdom and other European countries, China and other countries in the Far East and Australia; changes in governmental laws and regulations affecting environmental compliance, taxes and other matters impacting the Company; the risks attendant with mining operations; the potential impacts of increased competition in the markets the Company operates within; risk factors reported from time to time in the reports filed by the Company with the SEC and other factors, many of which are beyond the control of the Company and its subsidiaries. Consequently, all of the forward-looking statements made in this Prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Company and its subsidiaries or their business or operations. 6 PROSPECTUS SUMMARY The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial data included elsewhere in this Prospectus and in the documents incorporated by reference in this Prospectus. THE COMPANY The Company is one of the world's leading producers of crop nutrients for the international agricultural community and is one of the foremost distributors in the United States of crop nutrients and related products through its retail and wholesale distribution networks. The Company is also one of the world's leading producers of salt, soda ash and other inorganic chemicals. The Company mines, processes and distributes potash in the United States and Canada and is the majority joint venture partner in IMC-Agrico Company ("IMC-Agrico"), a leading producer, marketer and distributor of phosphate crop nutrients and animal feed ingredients. The Company also mines, processes and distributes salt products in the United States, Canada and Europe and is a major producer of soda ash and other inorganic chemicals in the United States, Europe and Australia. The Company has structured its operations into five business units corresponding to its major product lines as follows: IMC Crop Nutrients (phosphates and potash), IMC Salt (salt), IMC-Agrico Feed Ingredients (animal feed), IMC Chemicals (soda ash and other inorganic chemicals) and IMC AgriBusiness (wholesale and retail distribution). The Company believes that it is one of the most efficient North American producers of concentrated phosphates, potash and animal feed ingredients. The Company's retail distribution network, which extends principally to corn and soybean farmers in the eastern Midwest and to cotton, peanut and vegetable farmers in the southeastern United States, is one of the preeminent distributors of crop nutrients and related products. In addition, the Company believes it is one of the lowest cost producers of salt in North America. The Company produces and markets water conditioning, agricultural, industrial, consumer and road salt products. The Company also produces soda ash, boron chemicals and other inorganic chemicals. As a result of the merger with FTX, the Company participates in the exploration and production of oil and gas with McMoRan Oil & Gas Co. The three major nutrients required for plant growth are phosphorus, contained in phosphate rock; potassium, contained in potash; and nitrogen. Phosphorus plays a key role in the photosynthesis process. Potassium is an important regulator of plants' physiological functions. Nitrogen is an essential element for most organic compounds and plants. These elements are naturally present in the soil but need to be replaced through the use of crop nutrients as crops exhaust them. Currently, no viable crop nutrient substitutes exist to replace the role of phosphate, potash and nitrogen in the development and maintenance of high-yield crops. The Company's business strategy focuses on maintaining and growing its leading position as a crop nutrient producer and distributor through extensive customer service, efficient distribution and transportation and supplying products worldwide at competitive prices by taking advantage of economies of scale and state-of-the-art technology to reduce costs. The Company intends to continue to expand its product distribution and marketing throughout the world through export associations and its international sales force. The Company recently expanded its strategy to include salt production and distribution which it considers complementary to its crop nutrient businesses. In April 1998, the Company completed its previously announced acquisition of privately held Harris Chemical Group, Inc. ("HCG") and its Australian affiliate, Harris Chemical Australia Pty Ltd. & Its Controlled Entities ("Penrice," and collectively with HCG, "Harris"), for approximately $1.4 billion (the "Harris Acquisition"). Under the terms of the Harris Acquisition, the Company purchased all Harris equity for approximately $450 million in cash and assumed approximately $950 million of debt. Harris, with annual sales 7 of approximately $800 million, is a leading producer of salt, soda ash, boron chemicals and other inorganic chemicals, including potash crop nutrients. In December 1997, the Company completed a merger with FTX (the "FTX Merger"), which held approximately 52% of the interest in Phosphate Resource Partners Limited Partnership ("PLP"). The Company was the surviving entity and the transaction was accounted for as a purchase. Immediately prior to the FTX Merger, the sulphur and Main Pass 299 ("Main Pass") businesses of PLP and the Company were transferred to Freeport-McMoRan Sulphur Inc. ("FSC"); the Company does not own any of the outstanding shares of FSC. As a result of the FTX Merger, the Company's total interest in IMC-Agrico increased from approximately 57% to approximately 79%. The Company's principal executive office is located at 2100 Sanders Road, Northbrook, Illinois 60062, telephone number (847) 272-9200. THE INITIAL OFFERING Old Securities.................. The Old Securities were sold by IMC on August 11, 1998 to the Initial Purchasers pursuant to a Purchase Agreement dated August 6, 1998 (the "Purchase Agreement") in a transaction not registered under the Securities Act in reliance upon an exemption under the Securities Act. The Initial Purchasers subsequently placed the Old Securities with qualified institutional buyers in reliance upon Rule 144A. Registration Rights Agreement... Pursuant to the Purchase Agreement, the Company and the Initial Purchasers entered into the Registration Rights Agreement, which grants the holders of the Old Notes and the Old Debentures certain exchange and registration rights. The Company is making the Exchange Offer in order to satisfy its obligations under the Registration Rights Agreement relating to the Old Securities. THE EXCHANGE OFFER Securities Offered.............. Up to $200,000,000 aggregate principal amount of 6 1/2% Notes due 2003 and up to $100,000,000 aggregate principal amount of 7 3/8% Debentures due 2018, which have been registered under the Securities Act. The Exchange Offer.............. $1,000 principal amount of Exchange Notes and $1,000 principal amount of Exchange Debentures in exchange for each $1,000 principal amount of Old Notes and Old Debentures, respectively. As of the date hereof, $200,000,000 aggregate principal amount of Old Notes are outstanding and $100,000,000 aggregate principal amount of Old Debentures are outstanding. The Company will issue the Exchange Notes and the Exchange Debentures, as applicable, to holders on or promptly after the Expiration Date. 8 Based on existing interpretations by the Staff set forth in several no-action letters issued to third parties, and subject to the immediately following sentence, the Company believes that the Exchange Securities to be issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by the holder thereof (other than holders who are broker-dealers) without compliance with the registration and prospectus delivery requirements of the Securities Act. However, any holder of Old Notes or Old Debentures who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or the Exchange Debentures, or any broker-dealer who purchased the Old Notes or the Old Debentures from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the Staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Old Notes or Old Debentures, as applicable, in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Old Notes or Old Debentures, as applicable, unless such sale or transfer is made pursuant to an exemption from such requirements. The Company does not intend to seek its own no-action letter, and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Notes or the Exchange Debentures as it has in such no-action letters to third parties. Each holder of Old Notes or Old Debentures (other than certain specified holders) who wishes to exchange the Old Notes or the Old Debentures, as applicable, for Exchange Notes or Exchange Debentures, as applicable, in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) the Exchange Notes or the Exchange Debentures, as applicable, to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures, as applicable, and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act). Each Participating Broker-Dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or 9 Exchange Debentures. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Commission has taken the position in the above-mentioned no-action letters that Participating Broker-Dealers who acquired Old Notes or Old Debentures for their own accounts as a result of market-making or other trading activities may fulfill their prospectus delivery requirements with respect to the Exchange Notes or the Exchange Debentures, as applicable, other than a resale of an unsold allotment from the original sale thereof, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a plan of distribution with respect to the resale of such Exchange Notes and Exchange Debentures. Under the Registration Rights Agreement, the Company is required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use this Prospectus, as it may be amended or supplemented from time to time, in connection with the resale of such Exchange Notes or Exchange Debentures, as applicable, for a period of 180 days from the issuance of the Exchange Notes or the Exchange Debentures, as applicable. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this Prospectus available to any Participating Broker-Dealer for use in connection with any such resale (provided that the Company has received prior written notice from such Participating Broker-Dealer of its status as a Participating Broker- Dealer). See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on the above-mentioned no-action letters and must comply with the registration and delivery requirements of the Securities Act in connection with any resale transaction. Holders of Old Notes or Old Debentures do not have any appraisal or dissenters' rights under the General Corporation Law of Delaware or the Indenture in connection with the Exchange Offer. Expiration Date................. 5:00 p.m., New York City time, on , 1998 unless extended by IMC in its sole discretion, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended. Conditions to the Exchange The Exchange Offer is subject to certain Offer........................... customary conditions, which may be waived by the Company. See "Exchange Offer-- Conditions." Procedures for Tendering Old Each holder of Old Notes or Old Debentures Securities...................... wishing to accept the Exchange Offer must complete, sign and date the 10 accompanying Letter of Transmittal, or a facsimile thereof (or, in the case of a book- entry transfer, deliver an Agent's Message (as defined) in lieu thereof), in accordance with the instructions contained herein and therein, and mail or otherwise deliver such Letter of Transmittal, or such facsimile (or, in the case of book-entry transfer, deliver an Agent's Message in lieu thereof), together with the Old Notes or Old Debentures and any other required documentation to the Exchange Agent (as defined) at the address set forth herein. By executing the Letter of Transmittal (or, in the case of a book-entry transfer, delivering an Agent's Message in lieu thereof), each holder will represent to the Company that, among other things, (i) it is not an "affiliate" of the Company, (ii) the Exchange Notes or the Exchange Debentures, as applicable, to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures, as applicable, and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act). Each Participating Broker-Dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures. Questions regarding how to tender and requests for information should be directed to the Exchange Agent. See "Exchange Offer--Purpose and Effect of the Exchange Offer," "-- Procedures for Tendering" and "--Exchange Agent." Untendered Old Securities....... Any Old Notes or Old Debentures not tendered and accepted in the Exchange Offer will remain outstanding and will be entitled to all the same rights and benefits and will be subject to the same limitations applicable thereto under the Indenture (except for those rights which terminate upon consummation of the Exchange Offer). Following consummation of the Exchange Offer, the holders of Old Notes or Old Debentures will continue to be subject to the existing restrictions upon transfer thereof and the Company will have no further obligation to such holders to provide for registration under the Securities Act of the Old Notes or the Old Debentures held by them. To the extent that Old Notes or Old Debentures are tendered and accepted in the Exchange Offer, the trading market for untendered and tendered but unaccepted Old Notes and Old Debentures could be adversely affected. 11 Consequences of Failure to The Old Notes and the Old Debentures that are Exchange........................ not exchanged for Exchange Notes and Exchange Debentures, respectively, pursuant to the Exchange Offer will remain restricted securities. Accordingly, such Old Notes or Old Debentures may be offered, sold or otherwise transferred only to certain persons or under certain circumstances. The Old Notes and the Exchange Notes will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Notes that remain outstanding after consummation of the Exchange Offer and the Exchange Notes issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Notes have taken certain actions or exercised certain rights under the Indenture. Similarly, the Old Debentures and the Exchange Debentures will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Debentures outstanding after consummation of the Exchange Offer and the Exchange Debentures issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Debentures have taken certain actions or exercised certain rights under the Indenture. See "Exchange Offer--Consequences of Failure to Exchange." Shelf Registration Statement.... If (i) because of any change in law or in currently prevailing interpretations thereof by the Staff, the Company is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 180 days after the date of issuance of the Old Securities or (iii) upon the request of any Initial Purchaser, if such Initial Purchaser is not permitted, in the reasonable opinion of counsel, pursuant to applicable law or applicable interpretations of the Staff, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, then in each case, the Company has agreed, among other things, to file a shelf registration statement covering resales of the Old Securities (the "Shelf Registration Statement") and use its reasonable best efforts to cause it to be declared effective under the Securities Act. See "Exchange Offer--Purpose and Effect of the Exchange Offer." Special Procedures for Any beneficial owner whose Old Notes or Old Beneficial Owners............... Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on such beneficial owner's behalf. See "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the Letter of Transmittal. 12 Guaranteed Delivery Procedures.. Holders of Old Notes or Old Debentures who wish to tender their Old Notes or Old Debentures and whose Old Notes or Old Debentures are not immediately available or who cannot deliver their Old Notes or Old Debentures, the Letter of Transmittal (or, in the case of a book-entry transfer, deliver an Agent's Message in lieu thereof) or any other documents required by the Letter of Transmittal to the Exchange Agent (or comply with the procedures for book-entry transfer) prior to the Expiration Date must tender their Old Notes or Old Debentures according to the guaranteed delivery procedures set forth in "Exchange Offer--Guaranteed Delivery Procedures." Withdrawal Rights............... Tenders of Old Notes and Old Debentures may be withdrawn at any time on or prior to the Expiration Date. Acceptance of Old Securities and Delivery of Exchange Securities...................... The Company will accept for exchange any and all Old Securities which are properly tendered in the Exchange Offer on or prior to the Expiration Date. The Exchange Securities issued pursuant to the Exchange Offer will be delivered promptly following the Expiration Date. See "Exchange Offer-- Terms of the Exchange Offer." Use of Proceeds................. The Company will not receive any cash proceeds from the issuance of the Exchange Securities offered hereby. Exchange Agent.................. The Bank of New York is serving as Exchange Agent in connection with the exchange offer of Exchange Securities for Old Securities. The Bank of New York is referred to herein as the "Exchange Agent." Certain Federal Income Tax See "Certain Federal Income Tax Consequences" Consequences.................... for a discussion of certain federal income tax consequences of the exchange of Old Notes or Old Debentures for Exchange Notes or Exchange Debentures, respectively. THE EXCHANGE SECURITIES General......................... The forms and terms of the Exchange Notes and the Exchange Debentures are the same as the forms and terms of the Old Notes and the Old Debentures, respectively, except that (i) the Exchange Notes and the Exchange Debentures will each bear a different CUSIP number from the Old Notes and the Old Debentures, respectively, (ii) the Exchange Notes and the Exchange Debentures will have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and (iii) holders of the Exchange Notes and the Exchange Debentures will not be entitled to certain rights of holders of Old Notes and Old Debentures under the Registration Rights Agreement. The Exchange Notes and the Exchange Debentures will evidence the same debt as the Old 13 Notes and the Old Debentures (which they respectively replace) and will be issued under and be entitled to the benefits of the Indenture. The Old Notes and the Exchange Notes will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Notes that remain outstanding after consummation of the Exchange Offer and the Exchange Notes issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Notes have taken certain actions or exercised certain rights under the Indenture. Similarly, the Old Debentures and the Exchange Debentures will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Debentures outstanding after consummation of the Exchange Offer and the Exchange Debentures issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Debentures have taken certain actions or exercised certain rights under the Indenture. See "Description of Exchange Notes and Exchange Debentures." Issuer.......................... IMC Global Inc. Maturity Dates.................. The Exchange Notes will mature on August 1, 2003 and the Exchange Debentures will mature on August 1, 2018. Interest Rates.................. Each Exchange Note will bear interest at the rate of 6 1/2% per annum and each Exchange Debenture will bear interest at the rate of 7 3/8% per annum, in each case from the last Interest Payment Date to which interest was paid on the Old Notes or Old Debentures (as the case may be) surrendered in exchange therefor or, if no interest has been paid on such Old Notes or Old Debentures, from August 11, 1998, payable semiannually on February 1 and August 1 in each year, commencing February 1, 1999. Holders of the Old Notes or the Old Debentures whose Old Notes or Old Debentures are accepted for exchange will not receive accrued interest on such Old Notes or Old Debentures for any period from and after the last Interest Payment Date to which interest has been paid or duly provided for on such Old Notes or Old Debentures prior to the original issue date of the Exchange Notes or Exchange Debentures or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such Old Notes or Old Debentures, and will be deemed to have waived the right to receive any interest on such Old Notes or Old Debentures accrued from and after such Interest Payment Date or, if no such interest has been paid or duly provided for, from and after August 11, 1998. Ranking......................... The Exchange Notes and the Exchange Debentures will be unsecured, senior debt of the Company and will rank on a 14 parity with all other unsecured and unsubordinated indebtedness of the Company. However, because the Company is a holding company which conducts substantially all of its operations through subsidiaries, the right of the Company, and hence the right of creditors of the Company (including the holders of the Exchange Notes and the Exchange Debentures), to participate in any distribution of the assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor of the subsidiary may be recognized. Optional Redemption............. Each of the Exchange Notes and the Exchange Debentures is redeemable at the option of the Company, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the principal amount and the remaining scheduled payments of interest thereon, in each case discounted from their respective scheduled payment dates to the redemption date on a semiannual basis at the Treasury Rate (as defined) plus 15 basis points in the case of the Exchange Notes and 25 basis points in the case of the Exchange Debentures, plus in either case accrued interest thereon to the redemption date. The Exchange Notes and the Exchange Debentures will not be subject to any sinking fund. See "Description of Exchange Notes and Exchange Debentures--Optional Redemption." Certain Covenants............... The Indenture contains certain covenants that limit, among other things, the ability of the Company and its Restricted Subsidiaries (as defined) to create liens on certain assets or enter into sale and leaseback transactions with respect to certain assets. See "Description of Exchange Notes and Exchange Debentures--Certain Covenants." In addition, the Indenture limits the ability of the Company to consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets or assign any of its obligations under the Notes and Debentures or the Indenture to any other person. See "Description of Exchange Notes and Exchange Debentures--Successor Company." For additional information regarding the Exchange Securities, see "Description of Exchange Notes and Exchange Debentures." USE OF PROCEEDS There will be no cash proceeds to the Company from the issuance of the Exchange Securities offered hereby. The proceeds of the Initial Offering were used to repay short-term debt, including commercial paper, of IMC and for general corporate purposes. See "Use or Proceeds." RISK FACTORS See "Risk Factors" for a discussion of certain factors that should be considered before tendering Old Notes or Old Debentures for Exchange Notes or Exchange Debentures. 15 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA The following selected historical consolidated financial information for IMC with respect to each year in the five-year period ended December 31, 1997 is derived from and should be read in conjunction with the consolidated financial statements of IMC. The consolidated financial statements of IMC for each of the years in the three-year period ended December 31, 1997 are included in documents incorporated by reference in this Prospectus. Such consolidated financial statements have been audited by Ernst & Young LLP, independent auditors. The following selected consolidated financial information as of and for each of the six-month periods ended June 30, 1998 and 1997 is derived from and should be read in conjunction with the unaudited interim condensed consolidated financial statements of IMC which are included in documents incorporated by reference in this Prospectus. Such unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normally recurring accruals) which the management of IMC considers necessary to present fairly the financial information for such periods. The results of operations for any interim period are not necessarily indicative of results for a full year. See "Information Incorporated by Reference."
SIX MONTHS ENDED JUNE 30, YEARS ENDED DECEMBER 31, -------------------- ------------------------------------------------ 1998 (1)(2) 1997 1997 (2) 1996 1995 1994 1993 (3) ----------- -------- -------- -------- -------- -------- -------- (DOLLARS IN MILLIONS EXCEPT PER SHARE AMOUNTS) STATEMENT OF OPERATIONS DATA: Net sales............... $1,898.6 $1,713.0 $2,988.6 $2,941.0 $2,940.4 $2,475.7 $1,640.5 Gross margins........... 467.1 430.0 738.6 745.0 778.7 559.9 252.7 Main Pass writedown (4). -- -- 183.7 -- -- -- -- Sterlington litigation settlement, net (5).... -- -- -- -- -- -- 169.1 Operating earnings (loss)................. 300.2 297.4 303.0 461.4 566.6 399.7 (98.1) Interest expense........ 83.7 25.2 53.5 56.7 69.8 77.5 76.6 Other (income) expense, net.................... (8.9) -- (6.2) (5.9) (15.2) (6.6) 21.1 -------- -------- -------- -------- -------- -------- -------- Earnings (loss) before minority interest...... 225.4 272.2 255.7 410.6 512.0 328.8 (195.8) Minority interest....... 17.2 71.5 124.4 185.7 163.6 106.8 5.3 -------- -------- -------- -------- -------- -------- -------- Earnings (loss) before taxes.................. 208.2 200.7 131.3 224.9 348.4 222.0 (201.1) Provision (credit) for income taxes........... 73.2 73.3 43.5 89.7 129.4 97.8 (75.2) -------- -------- -------- -------- -------- -------- -------- Earnings (loss) before extraordinary item and cumulative effect of accounting change...... 135.0 127.4 87.8 135.2 219.0 124.2 (125.9) Extraordinary charge-- debt retirement........ (2.7) (3.3) (24.9) (8.1) (3.5) (4.4) (25.2) Cumulative effect on prior years of change in accounting for postemployment benefits (net of taxes)......... -- -- -- -- -- (5.9) -- -------- -------- -------- -------- -------- -------- -------- Net earnings (loss)..... $ 132.3 $ 124.1 $ 62.9 $ 127.1 $ 215.5 $ 113.9 $ (151.1) ======== ======== ======== ======== ======== ======== ======== DILUTED EARNINGS (LOSS) PER SHARE: Earnings (loss) before extraordinary item and cumulative effect of accounting change...... $ 1.18 $ 1.33 $ 0.93 $ 1.39 $ 2.34 $ 1.45 $ (1.50) Extraordinary charge-- debt retirement........ (0.02) (0.03) (0.26) (0.08) (0.04) (0.05) (0.31) Cumulative effect on prior years of change in accounting............. -- -- -- -- -- (0.07) -- -------- -------- -------- -------- -------- -------- -------- Net earnings (loss)..... $ 1.16 $ 1.30 $ 0.67 $ 1.31 $ 2.30 $ 1.33 $ (1.81) ======== ======== ======== ======== ======== ======== ======== Diluted weighted average number of shares outstanding............ 114.8 95.6 94.7 97.0 95.5 88.8 81.2 BALANCE SHEET DATA (AT END OF PERIOD): Working capital......... $ (536.0) $ 592.6 $ 389.1 $ 582.6 $ 507.6 $ 355.2 $ 427.7 Total assets............ 6,741.1 3,611.6 4,673.9 3,485.2 3,521.8 3,275.1 3,280.9 Long-term debt, less current maturities..... 1,639.1 694.8 1,235.2 656.8 741.7 699.1 950.0 Total stockholders' equity................. 2,037.3 1,339.9 1,935.7 1,326.2 1,090.4 883.3 653.1 OTHER FINANCIAL DATA: Capital expenditures.... $ 174.0 $ 105.0 $ 244.0 $ 209.0 $ 146.0 $ 97.7 $ 74.1 Depreciation, depletion and amortization....... 124.6 100.5 183.2 171.0 166.4 162.7 104.9
- -------- (1) Operating results reflect the Harris Acquisition which occurred in April 1998. Also, includes a $14.0 million restructuring charge, $9.1 million after tax benefits or $0.08 per share, recorded in conjunction with the divestiture of the IMC Vigoro business unit. (2) Operating results reflect the FTX Merger which occurred in December 1997. (3) Operating results reflect the consolidation of IMC-Agrico which was formed in July 1993. (4) Represents an adjustment to reduce the historical carrying value of IMC's interest in Main Pass to estimated fair value. (5) Represents a charge related to the settlement of litigation resulting from a May 1991 explosion at a nitroparafins plant in Sterlington, Louisiana. 16 RISK FACTORS Prospective investors should carefully consider the following factors in addition to the other information set forth in the Prospectus before tendering Old Notes or Old Debentures in exchange for Exchange Notes or Exchange Debentures. ABSENCE OF A PUBLIC MARKET COULD ADVERSELY AFFECT THE VALUE OF EXCHANGE SECURITIES The Old Notes and the Old Debentures were issued to, and the Company believes are currently owned by, a relatively small number of beneficial owners. Prior to the Exchange Offer, there has not been any public market for the Old Notes or the Old Debentures. The Old Notes and the Old Debentures have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for Exchange Notes and Exchange Debentures, respectively, by holders who are entitled to participate in this Exchange Offer. After consummation of the Exchange Offer, the market for each of the Old Notes and the Old Debentures not tendered or exchanged (or tendered but not accepted for exchange) in the Exchange Offer will be even more limited than their existing market. The Exchange Notes and the Exchange Debentures will each constitute a new issue of securities with no established trading market. The Company does not intend to list the Exchange Notes or the Exchange Debentures on any national securities exchange or seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. The Initial Purchasers have advised the Company that they currently intend to make a market in each of the Exchange Notes and the Exchange Debentures, but they are not obligated to do so and may discontinue such market making at any time. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the Exchange Offer and the pendency of any Shelf Registration Statement. Accordingly, no assurance can be given that an active public or other market will develop for the Exchange Notes or the Exchange Debentures or as to the liquidity of the trading market for each of the Exchange Notes and the Exchange Debentures. If a trading market does not develop or is not maintained, holders of the Exchange Notes or the Exchange Debentures, as applicable, may experience difficulty in reselling the Exchange Notes or the Exchange Debentures, as applicable, or may be unable to sell them at all. If a market for the Exchange Notes or the Exchange Debentures develops, any such market may be discontinued at any time. If a public trading market develops for the Exchange Notes or the Exchange Debentures, future trading prices of such securities will depend on many factors including, among other things, prevailing interest rates, the Company's results of operations and market for similar securities. Depending on prevailing interest rates, the market for similar securities and other factors, including the financial condition of the Company, the Exchange Notes and the Exchange Debentures may each trade at a discount from their respective principal amount. FAILURE TO FOLLOW EXCHANGE OFFER PROCEDURES COULD ADVERSELY AFFECT HOLDERS Issuance of the Exchange Notes and the Exchange Debentures in exchange for the Old Notes and the Old Debentures, respectively, pursuant to the Exchange Offer will be made only after a timely receipt by the Company of such Old Notes or Old Debentures, a properly completed and duly executed Letter of Transmittal (or, in the case of a book-entry transfer, an Agent's Message in lieu thereof) and all other required documents. Therefore, holders of the Old Notes or the Old Debentures desiring to tender such Old Notes or Old Debentures in exchange for Exchange Notes or Exchange Debentures, respectively, should allow sufficient time to ensure timely delivery. The Company is under no duty to give notification of defects or irregularities with respect to the tenders of Old Notes or Old Debentures for exchange. Old Notes and Old Debentures that are not tendered or are tendered but not accepted will, following the consummation of the Exchange Offer, continue to be subject to certain restrictions on transfer, and holders thereof will not have any further registration rights under the Registration Rights Agreement. In addition, any holder of Old Notes or Old Debentures who tenders in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes or the Exchange Debentures may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. 17 Each Participating Broker-Dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures. See "Exchange Offer--Resale of the Exchange Securities" and "Plan of Distribution." To the extent that Old Notes or Old Debentures are tendered and accepted in the Exchange Offer, the trading market for untendered and tendered but unaccepted Old Notes or Old Debentures could be adversely affected. See "Exchange Offer." USE OF PROCEEDS The Exchange Offer is intended to satisfy certain of the Company's obligations under the Purchase Agreement and the Registration Rights Agreement. The Company will not receive any cash proceeds from the issuance of the Exchange Notes or the Exchange Debentures offered hereby. In consideration for issuing the Exchange Notes and the Exchange Debentures contemplated in this Prospectus, the Company will receive Old Notes and Old Debentures, each in like principal amount, the forms and terms of which are the same as the forms and terms of the Exchange Notes (which replace the Old Notes) and the Exchange Debentures (which replace the Old Debentures), except as otherwise described herein. The Old Notes and the Old Debentures surrendered in exchange for Exchange Notes and the Exchange Debentures, respectively, will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the Exchange Notes and the Exchange Debentures will not result in any increase or decrease in the indebtedness of the Company. As such, no effect has been given to the Exchange Offer in the capitalization table. The net proceeds to the Company from the sale of the Old Securities in the Initial Offering (after deducting discounts, fees and expenses) were utilized by the Company to repay short-term debt, including commercial paper, and for general corporate purposes. CAPITALIZATION The following table sets forth, at June 30, 1998, (i) the unaudited consolidated historical capitalization of IMC and (ii) the unaudited combined pro forma capitalization of IMC giving effect to the sale of the Old Notes and the Old Debentures and the application of the proceeds therefrom as described under "Use of Proceeds." The pro forma capitalization is presented for informational purposes only and is not necessarily indicative of the future capitalization of IMC. The table should be read in conjunction with the historical and pro forma financial statements and notes thereto of IMC, including IMC's Current Report on Form 8-K filed on April 15, 1998, as amended on June 15, 1998 and September 16, 1998. See "Information Incorporated by Reference."
AT JUNE 30, 1998 -------------------- HISTORICAL PRO FORMA ---------- --------- (DOLLARS IN MILLIONS) Short-term debt: Commercial paper......................................... $ 482.1 $ 182.1 Notes and debentures..................................... 718.8 718.8 Other.................................................... 93.2 93.2 -------- -------- Total short-term debt.................................. 1,294.1 994.1 Long-term debt: Commercial paper......................................... 612.1 612.1 Notes and debentures..................................... 634.1 934.1 Other.................................................... 392.9 392.9 -------- -------- Total long-term debt................................... 1,639.1 1,939.1 -------- -------- Total debt................................................. 2,933.2 2,933.2 Total stockholders' equity................................. 2,037.3 2,037.3 -------- -------- Total capitalization....................................... $4,970.5 $4,970.5 ======== ========
18 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges of IMC for the periods indicated:
SIX MONTHS YEAR ENDED DECEMBER 31, ENDED JUNE ------------------------- 30, 1998 1997 1996 1995 1994 1993 ---------- ---- ---- ---- ---- ----- Ratio of earnings to fixed charges (a)... 3.69 5.78 8.24 8.34 5.24 (1.56) Adjusted ratio of earnings to fixed charges (b)............................. 3.86 9.21 9.98 8.34 5.24 0.65
- -------- (a) Earnings consist of pre-tax earnings from continuing operations but before fixed charges. Fixed charges consist of interest on indebtedness, interest capitalized as part of fixed assets, amortization of debt expense and rent expense which is deemed representative of an interest factor. (b) The adjusted ratio of earnings to fixed charges for the six months ended June 30, 1998 excludes a charge of $9.1 million relating to the sale of the Company's IMC Vigoro business unit. The adjusted ratio of earnings to fixed charges for the year ended December 31, 1997 excludes a charge of $183.7 million relating to the writedown of the historical carrying value of IMC's interest in Main Pass. The adjusted ratio of earnings to fixed charges for the year ended December 31, 1996 excludes a charge of $98.6 million relating to the merger of The Vigoro Corporation into a wholly owned subsidiary of IMC. The adjusted ratio of earnings to fixed charges for the year ended December 31, 1993 excludes a charge of $169.1 million relating to the settlement of litigation resulting from a May 1991 explosion at a nitroparaffins plant in Sterlington, Louisiana. 19 THE COMPANY The Company is one of the world's leading producers of crop nutrients for the international agricultural community and is one of the foremost distributors in the United States of crop nutrients and related products through its retail and wholesale distribution networks. The Company is also one of the world's leading producers of salt, soda ash and other inorganic chemicals. The Company mines, processes and distributes potash in the United States and Canada and is the majority joint venture partner in IMC-Agrico, a leading producer, marketer and distributor of phosphate crop nutrients and animal feed ingredients. The Company also mines, processes and distributes salt products in the United States, Canada and Europe and is a major producer of soda ash and other inorganic chemicals in the United States, Europe and Australia. The Company has structured its operations into five business units corresponding to its major product lines as follows: IMC Crop Nutrients (phosphates and potash), IMC Salt (salt), IMC-Agrico Feed Ingredients (animal feed), IMC Chemicals (soda ash and other inorganic chemicals) and IMC AgriBusiness (wholesale and retail distribution). The Company believes that it is one of the most efficient North American producers of concentrated phosphates, potash and animal feed ingredients. The Company's retail distribution network, which extends principally to corn and soybean farmers in the eastern Midwest and to cotton, peanut and vegetable farmers in the southeastern United States, is one of the preeminent distributors of crop nutrients and related products. In addition, the Company believes it is one of the lowest cost producers of salt in North America. The Company produces and markets water conditioning, agricultural, industrial, consumer and road salt products. The Company also produces soda ash, boron chemicals and other inorganic chemicals. As a result of the FTX Merger, the Company participates in the exploration and production of oil and gas with McMoRan Oil & Gas Co. The three major nutrients required for plant growth are phosphorus, contained in phosphate rock; potassium, contained in potash; and nitrogen. Phosphorus plays a key role in the photosynthesis process. Potassium is an important regulator of plants' physiological functions. Nitrogen is an essential element for most organic compounds and plants. These elements are naturally present in the soil but need to be replaced through the use of crop nutrients as crops exhaust them. Currently, no viable crop nutrient substitutes exist to replace the role of phosphate, potash and nitrogen in the development and maintenance of high-yield crops. The Company's business strategy focuses on maintaining and growing its leading position as a crop nutrient producer and distributor through extensive customer service, efficient distribution and transportation and supplying products worldwide at competitive prices by taking advantage of economies of scale and state-of-the-art technology to reduce costs. The Company intends to continue to expand its product distribution and marketing throughout the world through export associations and its international sales force. The Company recently expanded its strategy to include salt production and distribution which it considers complementary to its crop nutrient businesses. In April 1998, the Company completed the Harris Acquisition for approximately $1.4 billion. Under the terms of the Harris Acquisition, the Company purchased all Harris equity for approximately $450 million in cash and assumed approximately $950 million of debt. Harris, with annual sales of approximately $800 million, is a leading producer of salt, soda ash, boron chemicals and other inorganic chemicals, including potash crop nutrients. In December 1997, the Company completed the FTX Merger, which held approximately 52% of the interest in PLP. The Company was the surviving entity and the transaction was accounted for as a purchase. Immediately prior to the FTX Merger, the sulphur and Main Pass businesses of PLP and the Company were transferred to FSC; the Company does not own any of the outstanding shares of FSC. As a result of the FTX Merger, the Company's total interest in IMC-Agrico increased from approximately 57% to approximately 79%. RECENT DEVELOPMENTS The Company is exploring strategic options for, including the possible divestiture of, its IMC AgriBusiness retail and wholesale distribution unit. In addition, the Company is exploring strategic options for, including the possible divestiture of, certain chemical assets and businesses which were acquired as part of the Harris Acquisition, which assets and businesses are not deemed to be core to the Company's strategy. In September 1998, the Company announced the consolidation of its phosphate and potash business units into a new business unit, IMC Crop Nutrients. The Company's phosphate business, formerly known as IMC-Agrico Crop Nutrients, is now called IMC-Agrico Phosphates. 20 DESCRIPTION OF EXCHANGE NOTES AND EXCHANGE DEBENTURES The Exchange Notes and the Exchange Debentures will be issued as separate series under an Indenture dated as of August 1, 1998 between the Company and The Bank of New York, as Trustee. The Exchange Notes and the Exchange Debentures will constitute "Senior Debt Securities" under the Indenture. The forms and terms of the Exchange Notes and the Exchange Debentures are the same as the forms and terms of the Old Notes and the Old Debentures, respectively, except that (i) the Exchange Notes and the Exchange Debentures will each bear a different CUSIP number from the Old Notes and the Old Debentures, respectively, (ii) the Exchange Notes and the Exchange Debentures will have been registered under the Securities Act and, therefore, will not bear legends restricting the transfer thereof and (iii) holders of the Exchange Notes and the Exchange Debentures will not be entitled to certain rights of holders of Old Notes and Old Debentures under the Registration Rights Agreement. The following summary of certain provisions of the Exchange Notes, the Exchange Debentures and the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indenture (including the definitions therein of certain terms), a copy of which has been filed as an exhibit to the Exchange Offer Registration Statement. Certain capitalized terms used herein are defined in the Indenture. Unless the context otherwise indicates, references in this Description of Exchange Notes and Exchange Debentures to the "Company" or "IMC" refer to IMC Global Inc., the issuer of the Exchange Notes and the Exchange Debentures, and not to its subsidiaries. GENERAL The Exchange Notes will mature on August 1, 2003 and the Exchange Debentures will mature on August 1, 2018. Each Exchange Note will bear interest at the rate of 6 1/2% per annum and each Exchange Debenture will bear interest at the rate of 7 3/8% per annum, in each case from the last Interest Payment Date (as defined) to which interest was paid on the Old Notes or Old Debentures (as the case may be) surrendered in exchange therefor or, if no interest has been paid or such Old Note or Old Debenture, from August 11, 1998, payable semiannually on February 1 and August 1 in each year (each such date being referred to herein as an "Interest Payment Date"), commencing February 1, 1999, to the person in whose name such Exchange Note or Exchange Debenture, as the case may be, is registered at the close of business on January 15 or July 15, as the case may be, preceding such Interest Payment Dates. Interest on the Exchange Notes and the Exchange Debentures will be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, maturity date or redemption date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or redemption date, as the case may be, to such next Business Day. "Business Day" means any day, other than a Saturday or Sunday, on which banking institutions in New York, New York are open for business. Holders of the Old Notes or the Old Debentures whose Old Notes or Old Debentures are accepted for exchange will not receive accrued interest on such Old Notes or Old Debentures for any period from and after the last Interest Payment Date to which interest has been paid or duly provided for on such Old Notes or Old Debentures prior to the original issue date of the Exchange Notes or Exchange Debentures or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such Old Notes or Old Debentures, and will be deemed to have waived the right to receive any interest on such Old Notes or Old Debentures accrued from and after such Interest Payment Date or, if no such interest has been paid or duly provided for, from and after August 11, 1998. The Old Notes and the Old Debentures are, and the Exchange Notes and the Exchange Debentures will be, unsecured, senior debt of the Company and rank, and will rank, on a parity with all other unsecured and unsubordinated indebtedness of the Company. However, because the Company is a holding company which conducts substantially all of its operations through subsidiaries, the right of the Company, and hence the right of creditors of the Company (including the holders of the Notes and the Debentures), to participate in any distribution of the assets of any subsidiary upon its liquidation or reorganization or otherwise is necessarily subject to the prior claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor of the subsidiary may be recognized. 21 The Indenture does not limit the amount of debt securities which can be issued thereunder and provides that debt securities of any series may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. The Indenture does not limit the amount of other Indebtedness or securities, other than certain secured Indebtedness as described below, which may be issued by the Company or its Subsidiaries. The Old Notes and the Exchange Notes will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Notes that remain outstanding after consummation of the Exchange Offer and the Exchange Notes issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Notes have taken certain actions or exercised certain rights under the Indenture. Accordingly, all references herein to specified percentages in aggregate principal amount of the outstanding Notes shall be deemed to mean, at any time after the Exchange Offer is consummated, such percentages in aggregate principal amount of the Old Notes and the Exchange Notes then outstanding. Similarly, the Old Debentures and the Exchange Debentures will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Debentures outstanding after consummation of the Exchange Offer and the Exchange Debentures issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Debentures have taken certain actions or exercised certain rights under the Indenture. Accordingly, all references to specified percentages in aggregate principal amount of the outstanding Debentures shall be deemed to mean, at any time after the Exchange Offer is consummated, such percentages in aggregate principal amount of the Old Debentures and the Exchange Debentures then outstanding. The Company currently guarantees the payment of $75 million principal amount of industrial development bonds due 2015 issued by the Florida Polk County Industrial Development Authority (the "Polk County Bonds"). As a result of the FTX Merger, the Company is not in technical compliance with one covenant in such guaranty. The Company has notified The Bank of New York, trustee for the holders of the Polk County Bonds, regarding this issue. The holders of the Polk County Bonds have not sought to accelerate the Polk County Bonds or requested that any other action be taken. Because solicitation of a unanimous waiver is impractical, the Company currently intends to take no action. The Company does not believe that any acceleration, redemption or refinancing of the Polk County Bonds would have a material adverse effect on the Company and its subsidiaries taken as a whole because the Company believes it would be able to repay the Polk County Bonds from available sources of liquidity. Notes and Debentures will be issued only in fully registered form without coupons in minimum denominations of $1,000 and any integral multiple thereof. OPTIONAL REDEMPTION Each of the Notes and the Debentures will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum, as determined by the Independent Investment Banker, of the present values of the principal amount and the remaining scheduled payments of interest on the Notes or Debentures (as the case may be) to be redeemed, in each case discounted from their respective scheduled payment dates to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points in the case of the Notes and 25 basis points in the case of the Debentures, plus in either case accrued but unpaid interest thereon to the redemption date. The Notes and the Debentures will not be subject to any sinking fund. Notice of any redemption must be given at least 30 days but not more than 60 days before the redemption date to each registered holder of Notes or Debentures to be redeemed. If money sufficient to pay the redemption price of and accrued interest on all of the Notes or the Debentures, as the case may be (or portion thereof), to be redeemed on the redemption date is deposited with the Trustee or a Paying Agent on or before the redemption date and certain other conditions are satisfied, then on and after such date, interest will cease to accrue on such Notes or Debentures, as the case may be (or such portion thereof), called for redemption. 22 "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes or the Debentures (as the case may be) to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes or Debentures (as the case may be) to be redeemed. "Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means each of Merrill Lynch Government Securities Inc., J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc, their affiliates, their respective successors and any other primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") selected by the Company in addition to, or in substitution for, any of such firms; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. BOOK ENTRY SYSTEM The Company has established a depositary arrangement with the Depositary with respect to the Notes and the Debentures, the terms of which are summarized below. Upon issuance, all Notes and Debentures will be represented by Global Securities. The Global Securities representing the Notes and the Debentures will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary or a nominee of the Depositary. No Global Securities may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor. So long as the Depositary or its nominee is the registered owner of a Global Security, the Depositary or its nominee, as the case may be, will be the sole holder of the Notes or Debentures represented thereby for all purposes under the Indenture. Except as otherwise provided in this section, the Beneficial Owners (as hereinafter defined) of the Global Securities representing the Notes and the Debentures will not be entitled to receive physical delivery of certificated Notes or Debentures and will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing the Notes or the Debentures shall be exchangeable or transferable. Accordingly, each Beneficial Owner must rely on the procedures of the Depositary and, if such Beneficial Owner is not a Participant (as defined), then such Beneficial Owner must rely on the procedures of the Participant through which such Beneficial Owner owns its interest in order to exercise any rights of a holder under such Global Security or the Indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security representing the Notes or the Debentures. 23 The Global Securities representing the Notes and the Debentures will be exchangeable for certificated Notes and Debentures, respectively, of like tenor and terms and of differing authorized denominations aggregating a like principal amount, only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Securities, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act, (iii) the Company in its sole discretion determines that the Global Securities shall be exchangeable for certificated Notes or Debentures or (iv) there shall have occurred and be continuing an Event of Default under the Indenture with respect to the Notes or the Debentures. Upon any such exchange, the certificated Notes or Debentures shall be registered in the names of the Beneficial Owners of the Global Securities representing the Notes or the Debentures, which names shall be provided by the Depositary's relevant Participants (as identified by the Depositary) to the Trustee. The following is based on information furnished by the Depositary: The Depositary will act as securities depository for the Notes and the Debentures. The Notes and the Debentures will be issued as fully registered securities registered in the name of Cede & Co. (the Depositary's partnership nominee). Fully registered Global Securities will be issued for the Notes and the Debentures, in the aggregate principal amount of such issue, and will be deposited with the Depositary. The Depositary is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds securities that its participants ("Participants") deposit with the Depositary. The Depositary also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes to Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants of the Depositary ("Direct Participants") include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. The Depositary is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the Depositary's system is also available to others such as securities brokers and dealers and banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to the Depositary and its Participants are on file with the Commission. Purchases of Notes and Debentures under the Depositary's system must be made by or through Direct Participants, which will receive a credit for such Notes and Debentures on the Depositary's records. The ownership interest of each actual purchaser of each Note or Debenture represented by a Global Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from the Depositary of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in the Global Securities representing the Notes and the Debentures are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners of the Global Securities representing the Notes and the Debentures will not receive certificated Notes and Debentures representing their ownership interests therein, except in the event that use of the book-entry system for such Debentures is discontinued. To facilitate subsequent transfers, all Global Securities representing the Notes and the Debentures which are deposited with, or on behalf of, the Depositary are registered in the name of the Depositary's nominee, Cede & Co. The deposit of Global Securities with, or on behalf of, the Depositary and their registration in the name of Cede & Co. effect no change in beneficial ownership. The Depositary has no knowledge of the actual Beneficial Owners of the Global Securities representing the Notes and the 24 Debentures; the Depositary's records reflect only the identity of the Direct Participants to whose accounts such Notes or Debentures are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by the Depositary to Direct Participants, by Direct Participants to Indirect Participants, and by Direct and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither the Depositary nor Cede & Co. will consent or vote with respect to the Global Securities representing the Notes and the Debentures. Under its usual procedure, the Depositary mails an Omnibus Proxy to the Company as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Notes and the Debentures are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and/or interest, if any, payments on the Global Securities representing the Notes and the Debentures will be made to the Depositary. The Depositary's practice is to credit Direct Participants' accounts on the applicable payment date in accordance with their respective holdings shown on the Depositary's records unless the Depositary has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of the Depositary, the Trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and/or interest, if any, to the Depositary is the responsibility of the Company or the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of the Depositary, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. The Depositary may discontinue providing its services as securities depository with respect to the Notes and the Debentures at any time by giving reasonable notice to the Company or the Trustee. Under such circumstances, in the event that a successor securities depositary is not obtained, certificated Notes and Debentures are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through the Depositary (or a successor securities depository). In that event, certificated Notes and Debentures will be printed and delivered. The information in this section concerning the Depositary and the Depositary's system has been obtained from sources that the Company believes to be reliable, but the Company takes no responsibility for the accuracy thereof. SAME-DAY SETTLEMENT AND PAYMENT All payments of principal, premium, if any, and interest will be made by the Company in immediately available funds. The Notes and the Debentures will trade in the Depositary's Same-Day Funds Settlement System until maturity, and secondary market trading activity in the Notes and the Debentures will therefore be required by the Depositary to settle in immediately available funds. CERTAIN COVENANTS Limitation on Liens. The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur or otherwise cause or suffer to exist or become effective any Liens of any kind upon any Principal Property or any shares of stock or indebtedness of any Restricted Subsidiary now owned or hereafter acquired, unless all payments due under the Indenture and the Senior Debt Securities are secured on an equal and ratable basis with the obligation so secured until such time as such obligation is no longer secured by a Lien, except for Permitted Liens. See also "Exempted Indebtedness" below. 25 Limitations on Sale and Leaseback Transactions. The Indenture provides that neither the Company nor any Restricted Subsidiary will enter into any sale and leaseback transaction with respect to any Principal Property (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases of a term, including renewals, not exceeding five years) unless either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of the Indenture, to incur Indebtedness secured by a Lien on such property to be leased without equally and ratably securing the Senior Debt Securities, or (b) the Company within 180 days after the effective date of such transaction applies to the voluntary retirement of its Funded Debt an amount equal to the value of such transaction, defined as the greater of the net proceeds of the sale of the property leased in such transaction or the fair value, as determined by the Board of Directors, of the leased property at the time such transaction was entered into. The Indenture defines "Funded Debt" as indebtedness (including the Senior Debt Securities) maturing by the terms thereof more than one year after the original creation thereof. See also "Exempted Indebtedness" below. Exempted Indebtedness. Notwithstanding the foregoing limitations on Liens and sale and leaseback transactions, the Company and its Restricted Subsidiaries may issue, assume, suffer to exist or guarantee Indebtedness secured by a Lien without securing the Senior Debt Securities, or may enter into sale and leaseback transactions without retiring Funded Debt, or enter into a combination of such transactions, if the sum of the principal amount of all such Indebtedness and the aggregate value of all such sale and leaseback transactions does not at any such time exceed 10% of the consolidated total assets of the Company and its consolidated Subsidiaries as shown in the most recent audited consolidated balance sheet contained in the latest annual report to the stockholders of the Company. EVENTS OF DEFAULT AND REMEDIES An Event of Default with respect to any series of Senior Debt Securities is defined as: (i) default in the payment of any installment of interest on or any Additional Amounts payable in respect of any security of that series of Senior Debt Securities when and as the same shall become due and payable, and continuance of such default for a period of 30 days; (ii) default in the payment of all or any part of the principal (which includes any premium payable on any Senior Debt Security) of any security of that series of Senior Debt Securities when and as the same shall become due and payable either at maturity, upon any redemption, or otherwise; (iii) the failure by the Company to perform or observe any of its other covenants, conditions or agreements contained in the Indenture or in that series of Senior Debt Securities and continuance of such failure for a period of 90 days after due notice by the Trustee or by the holders of at least 25% in principal amount of such series of Senior Debt Securities then outstanding; (iv) default in the payment of any scheduled principal of or interest on any Indebtedness of the Company or any wholly owned Subsidiary of the Company (other than that series of Senior Debt Securities) aggregating more than $25 million in principal amount, when due after giving effect to any applicable grace period, that results in such Indebtedness becoming due and payable prior to the date on which it would otherwise become due and payable, and such acceleration shall not have been rescinded or annulled, or such Indebtedness shall not have been discharged; or (v) certain events of bankruptcy, insolvency or reorganization involving the Company as more fully described in the Indenture. The Indenture provides that the Trustee shall notify the holders of the relevant series of Senior Debt Securities of any continuing default known to the Trustee which has occurred within 90 days after the occurrence thereof. The Indenture provides that notwithstanding the foregoing, except in the case of default in the payment of the principal of, interest on or any Additional Amounts payable in respect of any series of Senior Debt Securities, the Trustee may withhold such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the holders of such series of Senior Debt Securities. If an Event of Default of the type described in clause (v) shall happen and be continuing, then the principal of, accrued and unpaid interest on and any Additional Amounts payable in respect of the Senior Debt Securities will become immediately due and payable. If one or more Events of Default of the type described in clauses (i) through (iv) with respect to any series of Senior Debt Securities at the time outstanding shall happen and be continuing, then either the Trustee or the holders of not less than 25% of the principal amount of such series of 26 Senior Debt Securities then outstanding may declare the principal, accrued and unpaid interest on and any Additional Amounts payable in respect of such series of Senior Debt Securities due and payable immediately. This provision is subject to the condition that if, after any declaration of acceleration and before Stated Maturity of the principal with respect to such series of Senior Debt Securities, all arrears of interest and any Additional Amounts and the expenses of the Trustee, its agents or attorneys shall be paid by or for the account of the Company, and all Defaults (other than the payment of principal that has been declared due and payable) have been cured to the satisfaction of the Trustee, then the Trustee shall, upon the written request of the holders of a majority in principal amount of such series of Senior Debt Securities, waive such Default and rescind or annul the declaration of acceleration; but no such waiver, rescission or annulment shall extend to or affect any subsequent Default or impair any right consequent thereon. No holder of any series of Senior Debt Securities will have the right to pursue a remedy under the Indenture or such series of Senior Debt Securities, unless (1) such holder gives the Trustee notice of a continuing Default with respect to such series of Senior Debt Securities, (2) the holders of at least a majority in principal amount of such series of Senior Debt Securities make a request to the Trustee to pursue the remedy, (3) such holder or holders offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense and (4) the Trustee does not comply with the request within 30 days after the receipt of the request and the offer of security or indemnity. However, nothing contained in the Indenture shall affect or impair the right of any holder of any series of Senior Debt Securities to institute suit to enforce payment of the principal of, interest on and any Additional Amounts payable in respect of such holder's Senior Debt Securities on or after the due dates expressed in such Senior Debt Securities. The Company must furnish to the Trustee a statement, detailing any Defaults of which it is aware, within five days of the occurrence of any Default. REPORTS The Indenture requires the annual filing by the Company with the Trustee of a certificate as to compliance with certain covenants contained in the Indenture. The Indenture provides that the Company will file with the Trustee copies of the annual reports and other information, documents and reports which the Company is required to file with the Commission pursuant to the Exchange Act. The Company shall also comply with the requirements of Section 314(a) of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). SUCCESSOR COMPANY The Indenture provides that the Company will not consolidate or merge with or into, or sell, lease, convey or otherwise dispose of all or substantially all of its assets or assign any of its obligations under Senior Debt Securities or the Indenture to any Person unless (i) the entity formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, lease, conveyance or other disposition or assignment shall have been made (the "Surviving Entity"), is a corporation organized and existing under the laws of the United States, any state thereof, or the District of Columbia; (ii) the Surviving Entity assumes by a supplemental indenture in a form satisfactory to the Trustee all of the obligations of the Company under the Senior Debt Securities and the Indenture; and (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. With respect to the sale of assets, the phrase "all or substantially all" as used in the Indenture varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs the Indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of "all or substantially all" of the assets of a person, and therefore it may be unclear as to whether a disposition of assets comes within the terms of this provision. 27 DISCHARGE The Indenture provides that it will cease to be of further effect (except that certain obligations will survive) with respect to the Senior Debt Securities when all outstanding Senior Debt Securities authenticated and issued have been delivered (other than destroyed, lost or stolen Senior Debt Securities that have been replaced or paid) to the Trustee for cancellation and the Company has paid all sums payable under the Indenture. MODIFICATION OF THE INDENTURE The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of each affected series of Senior Debt Securities at the time outstanding under the Indenture, to enter into supplemental indentures to amend any of the provisions of the Indenture or any supplemental indenture with respect to such series of Senior Debt Securities; provided that, unless consented to by each affected holder of Senior Debt Securities, no such supplemental indenture may (1) reduce the amount of such series of Senior Debt Securities whose holders must consent to an amendment or a waiver; (2) reduce the rate of or change the time for payment of interest or Additional Amounts, including default interest on any such Senior Debt Security; (3) reduce the principal of or change the Stated Maturity of any such Senior Debt Security or alter the provisions with respect to redemption; (4) make any such Senior Debt Security payable in money other than that stated in such Senior Debt Security; (5) make any change in the types of amendment that need the approval of every affected holder of such series of Senior Debt Securities; (6) with respect to the Indenture, affect the ranking of such Senior Debt Securities; or (7) waive a Default in the payment of principal of, any Additional Amounts payable in respect of or interest on, or with respect to, any such Senior Debt Security. The Trustee and the Company may enter into supplemental indentures which amend the Indenture or a series of Senior Debt Securities without the consent of any holder of Senior Debt Securities of such series in order to: (a) cure any ambiguity, omission, defect or inconsistency; (b) comply with the Indenture concerning the substitution of successor corporations pursuant to a merger or consolidation; (c) comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; (d) provide for uncertificated securities; (e) make any change that does not materially adversely affect the legal rights of any holder of Senior Debt Securities of such series under the Indenture as then in effect; (f) secure the Senior Debt Securities and make intercreditor arrangements with respect to any such Senior Debt Securities (unless prohibited by the Indenture); (g) provide for a replacement Trustee; (h) add to the covenants and agreements of the Company for the benefit of all the holders of all of the Senior Debt Securities of such series and surrender any right or power reserved for the Company in the Indenture; or (i) add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Senior Debt Securities, provided that any such addition, change or elimination (1) shall neither apply to any Senior Debt Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holder of any such Senior Debt Security with respect to such provision or (2) shall become effective only when there is no Senior Debt Security outstanding under the Indenture. DEFEASANCE AND COVENANT DEFEASANCE The Indenture provides that the Company may elect either (a) to terminate (and be deemed to have satisfied) all its obligations with respect to a series of Senior Debt Securities (except for the obligations to register the transfer or exchange of such series of Senior Debt Securities, to replace mutilated, destroyed, lost or stolen Senior Debt Securities, to maintain an office or agency in respect of such series of Senior Debt Securities, to compensate and indemnify the Trustee and to punctually pay or cause to be paid the principal of, interest on and any Additional Amounts payable in respect of such series of Senior Debt Securities when due) ("defeasance") or (b) to be released from its obligations with respect to certain covenants, including those described above under "Certain Covenants--Limitation on Liens" and "--Limitations on Sale and Leaseback Transactions" above ("covenant defeasance"), upon the deposit with the Trustee, in trust for such purpose, of money and/or U.S. Government Obligations and/or Eligible Obligations (each as defined in the Indenture) which through the 28 payment of principal and interest in accordance with their terms will provide money, in an amount sufficient (in the opinion of a nationally recognized firm of independent public accountants) to pay the principal of, interest on and any Additional Amounts payable in respect of the outstanding Senior Debt Securities of such series, and any mandatory sinking fund or analogous payments thereon, on the scheduled due dates therefor. Such a trust may be established only if, among other things, the Company has delivered to the Trustee an opinion of counsel (as specified in the Indenture) with regard to certain matters, including an opinion to the effect that the holders of such series of Senior Debt Securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and discharge and will be subject to Federal income on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance or covenant defeasance, as the case may be, had not occurred. CONCERNING THE TRUSTEE The Bank of New York is the Trustee under the Indenture and is an "eligible trustee" under the Trust Indenture Act. The Company maintains normal commercial banking relations with The Bank of New York, which is also the trustee under certain other indentures of the Company. CERTAIN DEFINITIONS "Additional Amounts" shall mean any additional amounts which are required by any Senior Debt Securities, under circumstances specified therein, to be paid by the Company in respect of certain taxes imposed on certain holders of such Senior Debt Securities, or as otherwise specified in the terms of such Senior Debt Securities, and which are owing to such holders. "Affiliate" shall mean, with respect to any Person, another Person directly or indirectly controlling or controlled by or under direct or indirect common control with such first Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. "Capital Stock"shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person's capital stock or equity interests in a partnership, joint venture, limited liability company or other equity that is outstanding or issued on or after the Issue Date, including, without limitation, all classes and series of such Person's common stock or ordinary shares, preferred stock and preference stock. "Capitalized Lease Obligation" shall mean an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with such principles; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. "Consolidated Net Worth" shall mean the excess of assets over liabilities of the Company and its consolidated Subsidiaries, plus Minority Interests, as determined from time to time in accordance with GAAP. "Default" shall mean any event that is, or after notice or passage of time or both would be, an Event of Default. "Indebtedness" shall mean, with respect to any Person, at any date, any of the following, without duplication, (i) any liability, contingent or otherwise, of such Person (A) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof), (B) evidenced 29 by a note, bond, debenture or similar instrument or (C) for the payment of money relating to a Capitalized Lease Obligation or other obligation (whether issued or assumed) relating to the deferred purchase price of property; (ii) all conditional sale obligations and all obligations under any title retention agreement (even if the rights and remedies of the seller under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade accounts payable arising in the ordinary course of business; (iii) all obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction other than entered into in the ordinary course of business; (iv) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on any asset or property (including, without limitation, leasehold interests and any other tangible or intangible property) of such Person, whether or not such indebtedness is assumed by such Person or is not otherwise such Person's legal liability; provided, that if the obligations so secured have not been assumed in full by such Person or are otherwise not such Person's legal liability in full, the amount of such indebtedness for the purposes of this definition shall be limited to the lesser of the amount of such indebtedness secured by such Lien or the fair market value of the assets of the property securing such Lien; (v) all indebtedness of others (including all interest and dividends on any indebtedness or preferred stock of any other Person for the payment of which is) guaranteed, directly or indirectly, by such Person or that is otherwise its legal liability or which such Person has agreed to purchase or repurchase or in respect of which such Person has agreed contingently to supply or advance funds; and (vi) obligations in respect of Currency Agreements and Interest Swap Obligations (as such capitalized terms are defined in the Indenture). "Issue Date" shall mean the first date on which a Senior Debt Security is authenticated by the Trustee pursuant to an Indenture. "Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien, charge or adverse claim affecting title or resulting in an encumbrance against real or personal property or a security interest of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute other than to reflect ownership by a third party or property leased to the Company or any of its Subsidiaries under a lease that is not in the nature of a conditional sale or title retention agreement). "Minority Interest" is defined as any shares of stock of any class of a Subsidiary that are not owned by the Company or a Subsidiary. "Permitted Liens" shall mean, with respect to any Person: (i) Liens existing on the Issue Date; (ii) Liens on property or assets of, or any shares of stock of or secured debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary of the Company or at the time such corporation is merged into the Company or any of its Restricted Subsidiaries; (iii) Liens in favor of the Company or any of its Restricted Subsidiaries; (iv) Liens in favor of governmental bodies to secure progress or advance payments; (v) Liens securing industrial revenue or pollution control bonds; (vi) Liens on Property to secure Indebtedness incurred for the purpose of (a) financing all or any part of the purchase price of such Property incurred prior to, at the time of, or within 180 days after, the acquisition of such Property or (b) financing all or any part of the cost of construction, improvement, development or expansion of any such Property; (vii) statutory liens or landlords', carriers', warehouseman's, mechanics', suppliers', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made therefor; (viii) Liens on current assets of Restricted Subsidiaries securing Indebtedness of such Restricted Subsidiaries; and (ix) any extensions, substitutions, replacements or renewals in whole or in part of a Lien (an "existing Lien") enumerated in clauses (i) through (viii) above; provided that the Lien may not extend beyond (A) the Property or Indebtedness subject to the existing Lien and (B) improvements and construction on such Property and the Indebtedness secured by the Lien may not exceed the Indebtedness secured at the time by the existing Lien. 30 "Person" shall mean any individual, corporation, partnership, limited partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity. "Principal Property" shall mean any manufacturing plant or warehouse owned or leased by the Company or any Subsidiary, the gross book value of which exceeds one percent of Consolidated Net Worth, other than manufacturing plants and warehouses which the Board of Directors by resolution declares, together with all other plants and warehouses previously so declared, are not of material importance to the total business conducted by the Company and its Restricted Subsidiaries as an entirety. "Property" of any Person means all types of real, personal, tangible, intangible or mixed property owned by such Person whether or not included in the most recent consolidated balance sheet of such Person and its Subsidiaries under GAAP. "Restricted Subsidiary" shall mean (i) IMC Global Operations Inc., International Minerals & Chemical (Canada) Global Limited ("IMC-Canada"), IMC- Agrico, PLP, IMC Inorganic Chemicals Inc. and Penrice Holdings Pty., and any intermediate holding company between either IMC Global Operations Inc., IMC- Canada, IMC-Agrico, PLP, IMC Inorganic Chemicals Inc. or Penrice Holdings Pty. and the Company and (ii) any other Subsidiary of the Company that is not an Unrestricted Subsidiary. "Stated Maturity," when used with respect to any security or any installment of interest thereon, shall mean the date specified in such security as the fixed date on which the principal of such security or such installment of interest is due and payable. "Subsidiary" of any Person shall mean (i) any Person of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof, and (ii) any partnership, joint venture or other Person in which such Person or one or more of the Restricted Subsidiaries of that Person or a combination thereof has the power to control by contract or otherwise the board of directors or equivalent governing body or otherwise controls such entity. "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below and (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of the Company (including any newly-acquired or newly-formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated; provided, however, that the Subsidiary to be so designated has total assets of $5,000 or less. EXCHANGE OFFER PURPOSE AND EFFECT OF THE EXCHANGE OFFER The Old Securities were originally sold by the Company on August 11, 1998 to the Initial Purchasers pursuant to the Purchase Agreement. The Initial Purchasers subsequently resold the Old Securities to qualified institutional buyers in reliance on Rule 144A. As a condition to the Purchase Agreement, the Company entered into the Registration Rights Agreement with the Initial Purchasers for the benefit of the holders of the Notes and the Debentures in which the Company agreed for the benefit of the holders of the Notes and the Debentures to use its reasonable best efforts (i) to file with the Commission within 90 calendar days after the date on which the Company delivered the Old Notes and the Old Debentures to the Initial Purchasers (the "Closing Date") a registration statement (the "Registration Statement") with respect to notes and debentures identical in all material respects to the Old Notes and the Old Debentures, respectively, (except that the Exchange Notes and 31 the Exchange Debentures will not contain terms with respect to transfer restrictions and will not provide for any increase in the interest rate thereon under the circumstances described below) and (ii) to cause the Registration Statement to be declared effective under the Securities Act within 150 calendar days after the Closing Date. Promptly after the Registration Statement has been declared effective, the Company will offer to holders of Old Notes and Old Debentures, as applicable, the opportunity to exchange all their Old Notes and Old Debentures for Exchange Notes and Exchange Debentures, respectively. The Company will keep the Exchange Offer open for not less than 30 calendar days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the holders of the Old Notes and Old Debentures but will, in any event, use its reasonable best efforts to cause the Exchange Offer to be consummated within 180 days of the Closing Date. For each Old Note validly tendered to the Company pursuant to the Exchange Offer, the holder of such Old Note will receive an Exchange Note having a principal amount equal to the principal amount of the tendered Old Note. For each Old Debenture validly tendered to the Company pursuant to the Exchange Offer, the holder of such Old Debenture will receive an Exchange Debenture having a principal amount equal to the principal amount of the tendered Old Debenture. Interest on each Exchange Note and Exchange Debenture will accrue from the last Interest Payment Date to which interest was paid on the Old Note or Old Debenture (as the case may be) surrendered in exchange therefor or, if no interest has been paid on such Old Note or Old Debenture, from the date of the original issuance thereof. Holders of the Old Notes or the Old Debentures whose Old Notes or Old Debentures are accepted for exchange will not receive accrued interest on such Old Notes or Old Debentures for any period from and after the last Interest Payment Date to which interest has been paid or duly provided for on such Old Notes or Old Debentures prior to the original issue date of the Exchange Notes or Exchange Debentures or, if no such interest has been paid or duly provided for, will not receive any accrued interest on such Old Notes or Old Debentures, and will be deemed to have waived the right to receive any interest on such Old Notes or Old Debentures accrued from and after such Interest Payment Date or, if no such interest has been paid or duly provided for, from and after August 11, 1998. Based on existing interpretations of the Securities Act by the Staff set forth in several no-action letters to third parties, and subject to the immediately following sentence, the Company believes that the Exchange Notes and the Exchange Debentures to be issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any holder of Old Notes or Old Debentures who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or the Exchange Debentures, or any broker-dealer who purchased the Old Notes or the Old Debentures from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the Staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Old Notes or Old Debentures, as applicable, in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Old Notes or Old Debentures, as applicable, unless such sale or transfer is made pursuant to an exemption from such requirements. The Company does not intend to seek its own no-action letter, and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Notes or the Exchange Debentures as it has in such no-action letters to third parties. Each holder of Old Notes or Old Debentures (other than certain specified holders) who wishes to exchange the Old Notes or the Old Debentures, as applicable, for Exchange Notes or Exchange Debentures, as applicable, in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) the Exchange Notes or the Exchange Debentures, as applicable, to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures, as applicable, and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act). Each Participating Broker-Dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market-making or other trading 32 activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Participating Broker- Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Commission has taken the position in the above-mentioned no-action letters that Participating Broker-Dealers who acquired Old Notes or Old Debentures for their own accounts as a result of market-making or other trading activities may fulfill their prospectus delivery requirements with respect to the Exchange Notes or the Exchange Debentures, as applicable, other than a resale of an unsold allotment from the original sale thereof, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a plan of distribution with respect to the resale of such Exchange Notes and Exchange Debentures. Under the Registration Rights Agreement, the Company is required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use this Prospectus, as it may be amended or supplemented from time to time, in connection with the resale of such Exchange Notes or Exchange Debentures, as applicable, for a period of 180 days from the issuance of the Exchange Notes or the Exchange Debentures, as applicable. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this Prospectus available to any Participating Broker-Dealer for use in connection with any such resale (provided that the Company has received prior written notice from such Participating Broker-Dealer of its status as a Participating Broker-Dealer). See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on the above-mentioned no- action letters and must comply with the registration and delivery requirements of the Securities Act in connection with any resale transaction. If: (i) because of any change in law or in currently prevailing interpretations of the Staff, the Company is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 180 days of the Closing Date or (iii) upon the request of any Initial Purchaser, if such Initial Purchaser is not permitted, in the reasonable opinion of counsel, pursuant to applicable law or applicable interpretations of the Staff, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws, then in each case, the Company will (x) promptly deliver to the holders written notice thereof and (y) at the Company's sole expense (a) as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to the Registration Rights Agreement), file a shelf registration statement covering resales of the Old Notes and the Old Debentures (the "Shelf Registration Statement"), (b) use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and (c) use its reasonable best efforts to keep effective the Shelf Registration Statement until the earlier of two years (or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) after the Closing Date or such time as all of the applicable Old Notes and Old Debentures have been sold thereunder. The Company will, if a Shelf Registration Statement is filed, provide to each holder copies of the prospectus that is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement for the Old Notes and the Old Debentures has become effective and take certain other actions as are required to permit unrestricted resales of the Old Notes and the Old Debentures. A holder that sells Old Notes or Old Debentures pursuant to the Shelf Registration Statement will be required to be named as a selling security holder in the related prospectus, to provide information related thereto and to deliver such prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a holder (including certain indemnification rights and obligations). The Company shall have no obligation to include in the Shelf Registration Statement holders who do not deliver such information to the Company. If the Company fails to comply with certain provisions of the Registration Rights Agreement, in each case as described below, then a special interest premium (the "Special Interest Premium") shall become payable in respect of the Old Notes and the Old Debentures. If: (i) the Registration Statement is not filed with the Commission on or prior to the 90th day following the Closing Date, (ii) the Registration Statement is not declared effective on or prior to the 150th day following the Closing Date or (iii) the Exchange Offer is not consummated or the Shelf Registration Statement is not declared 33 effective on or prior to the 180th day following the Closing Date, the Special Interest Premium shall accrue in respect of the Old Notes and the Old Debentures from and including the next day following each of (a) such 90-day period in the case of clause (i) above, (b) such 150-day period in the case of clause (ii) above and (c) such 180-day period in the case of clause (iii) above, in each case at a rate equal to 0.25% per annum. The aggregate amount of the Special Interest Premium in respect of each of the Old Notes and the Old Debentures payable pursuant to the above provisions will in no event exceed 0.25% per annum and provided, further, that if the Registration Statement is not declared effective on or prior to the 150th day following the Closing Date and the Company shall request holders of Old Notes and Old Debentures to provide the information called for by the Registration Rights Agreement referred to herein for inclusion in the Shelf Registration Statement, the Old Notes or Old Debentures, as the case may be, owned by holders who do not deliver such information to the Company when required pursuant to the Registration Rights Agreement will not be entitled to any such increase in the interest rate for any day after the 180th day following the Closing Date. Upon (1) the filing of the Registration Statement after the 90- day period described in clause (i) above, (2) the effectiveness of the Registration Statement after the 150-day period described in clause (ii) above or (3) the consummation of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as the case may be, after the 180-day period described in clause (iii) above, the interest rate on the Old Notes and the Old Debentures from the date of such filing, effectiveness or consummation, as the case may be, will be reduced to the original interest rate for the Old Notes and the Old Debentures, respectively. If a Shelf Registration Statement is declared effective pursuant to the foregoing paragraphs, and if the Company fails to keep such Shelf Registration Statement continuously (x) effective or (y) useable for resales for the period required by the Registration Rights Agreement due to certain circumstances relating to pending corporate developments, public filings with the Commission and similar events, or because the prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 60 days (whether or not consecutive) in any twelve-month period (the 61st day being referred to as the "Default Day"), then from the Default Day until the earlier of (i) the date that the Shelf Registration Statement is again deemed effective or is useable, (ii) the date that is the second anniversary of the Closing Date (or, if Rule 144(k) is amended to provide a shorter restrictive period, such shorter period) or (iii) the date as of which all of the Old Notes and the Old Debentures are sold pursuant to the Shelf Registration Statement, the Special Interest Premium in respect of the Old Notes or the Old Debentures, as applicable, shall accrue at a rate equal to 0.25% per annum. If the Company fails to keep the Shelf Registration Statement continuously effective or useable for resales pursuant to the preceding paragraph, it shall give the holders notice to suspend the sale of the Old Notes and the Old Debentures and shall extend the relevant period referred to above during which the Company is required to keep effective the Shelf Registration Statement (or the period during which Participating Broker-Dealers are entitled to use the prospectus included in the Registration Statement in connection with the resale of Exchange Notes or Exchange Debentures, as the case may be) by the number of days during the period from and including the date of the giving of such notice to and including the date when holders shall have received copies of the supplemented or amended prospectus necessary to permit resales of the Old Notes and the Old Debentures or to and including the date on which the Company has given notice that the sale of the Old Notes and the Old Debentures may be resumed, as the case may be. The Registration Rights Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. The summary herein of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which has been filed as an exhibit to the Exchange Offer Registration Statement. In addition, the information set forth above concerning certain interpretations and positions taken by the Staff is not intended to constitute legal advice, and prospective investors should consult their own legal advisors with respect to such matters. Any Old Notes or Old Debentures not tendered and accepted in the Exchange Offer will remain outstanding and will be entitled to all the same rights and benefits and will be subject to the same limitations applicable 34 thereto under the Indenture (except for those rights which terminate upon consummation of the Exchange Offer). Following consummation of the Exchange Offer, the holders of Old Notes or Old Debentures will continue to be subject to the existing restrictions upon transfer thereof and the Company will have no further obligation to such holders to provide for registration under the Securities Act of the Old Notes or the Old Debentures held by them. To the extent that Old Notes or Old Debentures are tendered and accepted in the Exchange Offer, the trading market for untendered and tendered but unaccepted Old Notes and Old Debentures could be adversely affected. TERMS OF THE EXCHANGE OFFER Upon the terms and subject to the conditions set forth in this Prospectus and in the Letter of Transmittal, the Company will accept any and all Old Notes and Old Debentures validly tendered in accordance with the procedures described below on or prior to the Expiration Date and not withdrawn. The Company will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of outstanding Old Notes accepted in the Exchange Offer and $1,000 principal amount of Exchange Debentures in exchange for each $1,000 principal amount of outstanding Old Debentures accepted in the Exchange Offer. Holders may tender some or all of their Old Notes or Old Debentures pursuant to the Exchange Offer. However, Old Notes and Old Debentures may each be tendered only in integral multiples of $1,000. The Exchange Offer is not conditioned upon any minimum principal amount of Old Notes or Old Debentures being tendered. As of the date of this Prospectus, $200,000,000 aggregate principal amount of Old Notes were outstanding and $100,000,000 aggregate principal amount of Old Debentures were outstanding. The Company has fixed the close of business on , 1998 as the record date for the Exchange Offer for purposes of determining the holders to whom this Prospectus and the Letter of Transmittal will be mailed initially. Holders of Old Notes or Old Debentures do not have any appraisal or dissenters' rights under the General Corporation Law of Delaware or the Indenture in connection with the Exchange Offer. The Company intends to conduct the Exchange Offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the Commission thereunder. Old Notes and Old Debentures which are not tendered for exchange, which are tendered but validly withdrawn or which are tendered but not accepted in connection with the Exchange Offer will remain outstanding and be entitled to the benefits of the Indenture, but not be entitled to any further registration rights under the Registration Rights Agreement. The Company shall be deemed to have accepted validly tendered Old Notes or Old Debentures when, as and if the Company has given oral or written notice thereof to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purpose of receiving the Exchange Notes and the Exchange Debentures from the Company. If any tendered Old Notes or Old Debentures are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth herein or otherwise, the certificates for any such unaccepted Old Notes or Old Debentures (if such securities were certificated) will be returned, without expense, to the tendering holder thereof as promptly as practicable after the Expiration Date. Holders who tender Old Notes or Old Debentures in the Exchange Offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of Old Notes or Old Debentures pursuant to the Exchange Offer. The Company will pay all charges and expenses, other than transfer taxes in certain circumstances, in connection with the Exchange Offer. See "--Fees and Expenses." EXPIRATION DATE; EXTENSIONS; AMENDMENTS The term "Expiration Date" shall mean 5:00 p.m., New York City time, on , 1998, unless extended by IMC in its sole discretion, in which case the term "Expiration Date" shall mean the latest date and time to which the Exchange Offer is extended. 35 In order to extend the Exchange Offer, the Company will notify the Exchange Agent of any extension by oral or written notice and will notify the holders by issuing a press release regarding such extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. The Company reserves the right, in its sole discretion, subject to applicable law and the terms of the Registration Rights Agreement, at any time or from time to time, (i) to delay accepting any Old Notes or Old Debentures, to extend the Exchange Offer or to terminate the Exchange Offer if any of the conditions set forth below under "--Conditions" shall not have been satisfied, by giving oral or written notice of such delay, extension or termination to the Exchange Agent or (ii) to amend the terms of the Exchange Offer in any manner. Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders. PROCEDURES FOR TENDERING Only a holder of Old Notes or Old Debentures may tender such Old Notes or Old Debentures in the Exchange Offer. For a holder to tender Old Notes or Old Debentures validly pursuant to the Exchange Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantee, or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal, and any other required documents must be received by the Exchange Agent at the address set forth under "-- Exchange Agent" on or prior to the Expiration Date. In addition, on or prior to the Expiration Date, either (A) certificates for tendered Old Notes or Old Debentures must be received by the Exchange Agent at such address or (B) such Old Notes or Old Debentures must be transferred pursuant to the procedures for book-entry transfer described below (and a confirmation of such tender received by the Exchange Agent, including an Agent's Message if the tendering holder has not delivered a Letter of Transmittal). The term "Agent's Message" means a message, transmitted by the book-entry transfer facility, The Depository Trust Company (the "Book-Entry Transfer Facility"), to and received by the Exchange Agent and forming a part of a book-entry confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce such Letter of Transmittal against such participant. By executing the Letter of Transmittal (or, in the case of a book-entry transfer, an Agent's Message in lieu thereof), each holder will make to the Company the representations set forth above in the third paragraph under the heading "--Purpose and Effect of the Exchange Offer." The tender by a holder and the acceptance thereof by the Company will constitute agreement between such holder and the Company in accordance with the terms and subject to the conditions set forth herein and in the Letter of Transmittal. THE METHOD OF DELIVERY OF OLD NOTES OR OLD DEBENTURES AND THE LETTER OF TRANSMITTAL, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE TRANSMITTED THROUGH THE DTC AUTOMATED TENDER OFFER PROGRAM, AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER. AS AN ALTERNATIVE TO DELIVERY BY MAIL, HOLDERS MAY WISH TO CONSIDER OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES OR OLD DEBENTURES SHOULD BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS. Any beneficial owner whose Old Notes or Old Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct such registered holder to tender on such beneficial owner's behalf. See "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" included with the Letter of Transmittal. 36 Signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution (as defined) unless the Old Notes or Old Debentures tendered pursuant thereto are tendered (i) by a registered holder who has not completed the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of the Medallion System (an "Eligible Institution"). If the Letter of Transmittal is signed by a person other than the registered holder of any Old Notes or Old Debentures listed therein, such Old Notes or Old Debentures must be endorsed or accompanied by a properly completed bond power, signed by such registered holder as such registered holder's name appears on such Old Notes or Old Debentures with the signature thereon guaranteed by an Eligible Institution. If the Letter of Transmittal or any Old Notes, Old Debentures or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in- fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and evidence satisfactory to the Company of their authority to so act must be submitted with the Letter of Transmittal. The Company understands that the Exchange Agent will make a request promptly after the date of this Prospectus to establish accounts with respect to the Old Notes and the Old Debentures at the Book-Entry Transfer Facility for the purpose of facilitating the Exchange Offer, and, subject to the establishment thereof, any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of Old Notes and Old Debentures by causing such Book-Entry Transfer Facility to transfer such Old Notes or Old Debentures, as applicable, into the Exchange Agent's account with respect to the Old Notes or Old Debentures in accordance with the Book-Entry Transfer Facility's procedures for such transfer. Although delivery of the Old Notes or Old Debentures may be effected through book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility, an appropriate Letter of Transmittal properly completed and duly executed with any required signature guarantee, or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Transmittal, and all other required documents must in each case be transmitted to and received or confirmed by the Exchange Agent at its address set forth below on or prior to the Expiration Date, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent. All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Old Notes or tendered Old Debentures and withdrawal of tendered Old Notes or tendered Old Debentures will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Old Notes and Old Debentures not properly tendered or any Old Notes or Old Debentures the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right in its sole discretion to waive any defects, irregularities or conditions of tender as to particular Old Notes or Old Debentures. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in the Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes or Old Debentures must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Old Notes and Old Debentures, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Old Notes or Old Debentures will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Old Notes or Old Debentures received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in the Letter of Transmittal, as soon as practicable following the Expiration Date. 37 GUARANTEED DELIVERY PROCEDURES Holders who wish to tender their Old Notes or Old Debentures and (i) whose Old Notes or Old Debentures are not immediately available, (ii) who cannot deliver their Old Notes or Old Debentures, the Letter of Transmittal (or, in the case of a book-entry transfer, delivering an Agent's Message in lieu thereof) or any other required documents to the Exchange Agent or (iii) who cannot complete the procedures for book-entry transfer (including delivery of an Agent's Message), prior to the Expiration Date, may effect a tender if: (a) the tender is made by or through an Eligible Institution; (b) on or prior to the Expiration Date, the Exchange Agent receives from such Eligible Institution (i) an Agent's Message with respect to guaranteed delivery that is accepted by the Company or (ii) a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number(s) of such Old Notes or Old Debentures (or, in the case of book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility) and the principal amount of Old Notes or Old Debentures tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal (or facsimile thereof) (or, in the case of a book-entry transfer, an Agent's Message in lieu thereof) together with the certificate(s) representing the Old Notes or the Old Debentures (or a confirmation of book-entry transfer of such Old Notes or Old Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility), and any other documents required by the Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (c) such properly completed and executed Letter of Transmittal (of facsimile thereof) (or, in the case of a book-entry transfer, an Agent's Message in lieu thereof), as well as the certificate(s) representing all tendered Old Notes or Old Debentures in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes or Old Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility), and all other documents required by the Letter of Transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery. Notwithstanding any other provision hereof, the delivery of Exchange Notes and Exchange Debentures in exchange for Old Notes and Old Debentures, respectively, tendered and accepted for exchange pursuant to the Exchange Offer will in all cases be made only after timely receipt by the Exchange Agent of Old Notes or Old Debentures (as applicable), or of a book-entry confirmation with respect to such Old Notes or Old Debentures (as applicable), and a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees and any other documents required by the Letter of Transmittal. Accordingly, the delivery of Exchange Notes and Exchange Debentures (as applicable) might not be made to all tendering holders at the same time, and will depend upon when Old Notes and Old Debentures (as applicable), book-entry confirmations with respect to Old Notes and Old Debentures (as applicable) and other required documents are received by the Exchange Agent. WITHDRAWAL OF TENDERS Except as otherwise provided herein, tenders of Old Notes or Old Debentures may be withdrawn at any time on or prior to the Expiration Date. To withdraw a tender of Old Notes or Old Debentures in the Exchange Offer, a telegram, telex, letter or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes or Old Debentures to be withdrawn (the "Depositor"), (ii) identify the Old Notes or Old Debentures to be withdrawn (including the certificate number(s) and principal amount of such Old Notes, or, in the case of Old Notes or Old Debentures transferred by book- entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited), (iii) be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Old Notes or Old Debentures were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the 38 Trustee with respect to the Old Notes and the Old Debentures register the transfer of such Old Notes or Old Debentures into the name of the person withdrawing the tender and (iv) specify the name in which any such Old Notes or Old Debentures are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes or Old Debentures so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no Exchange Notes or Exchange Debentures will be issued with respect thereto unless the Old Notes or the Old Debentures so withdrawn are validly retendered. Any Old Notes or Old Debentures which have been tendered but which are not accepted for exchange will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes or Old Debentures may be retendered by following one of the procedures described above under "--Procedures for Tendering" at any time prior to the Expiration Date. CONDITIONS Notwithstanding any other term of the Exchange Offer, the Company shall not be required to accept for exchange, or exchange Exchange Notes or Exchange Debentures for, any Old Notes or Old Debentures, respectively, and may terminate or amend the Exchange Offer as provided herein before the acceptance of such Old Notes or Old Debentures, if: (a) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the sole judgment of the Company, might materially impair the ability of the Company to proceed with the Exchange Offer or any material adverse development has occurred in any existing action or proceeding with respect to the Company or any of its subsidiaries; or (b) any law, statute, rule, regulation or interpretation by the Staff is proposed, adopted or enacted, which, in the sole judgment of the Company, might materially impair the ability of the Company to proceed with the Exchange Offer or materially impair the contemplated benefits of the Exchange Offer to the Company; or (c) any governmental approval has not been obtained, which approval the Company shall, in its sole discretion, deem necessary for the consummation of the Exchange Offer as contemplated hereby. If the Company determines in its sole discretion that any of the conditions are not satisfied, the Company may (i) refuse to accept any Old Notes and Old Debentures and return all tendered Old Notes and Old Debentures to the tendering holders, (ii) extend the Exchange Offer and retain all Old Notes and Old Debentures tendered prior to the expiration of the Exchange Offer, subject, however, to the rights of holders to withdraw such Old Notes or Old Debentures (see "--Withdrawal of Tenders") or (iii) waive such unsatisfied conditions with respect to the Exchange Offer and accept all properly tendered Old Notes and Old Debentures which have not been withdrawn. If such waiver or amendment constitutes a material change to the Exchange Offer, the Company will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the Old Notes and the Old Debentures, and the Company will extend the Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act. 39 EXCHANGE AGENT The Bank of New York has been appointed as Exchange Agent for the Exchange Offer. Questions and requests for assistance, requests for additional copies of this Prospectus or of the Letter of Transmittal and requests for Notice of Guaranteed Delivery should be directed to the Exchange Agent addressed as follows: THE BANK OF NEW YORK By Hand or Overnignt By Facsimile Transmission: By Registered or Delivery: (Eligible Institutions Only) Certified Mail: The Bank of New York (212) 815-6339 The Bank of New York 101 Barclay Street 101 Barclay Street, 7E Corporate Trust Services To Confirm by Telephone New York, New York 10286 Window or for Information Call: Attention: Ground Level Reorganization Attention: (212) 815-6337 Section, Reorganization Section, DELIVERY TO AN ADDRESS OTHER THAN SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. FEES AND EXPENSES The expenses of soliciting tenders will be borne by the Company. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telecopy, telephone or in person by officers and regular employees of the Company and its affiliates. The Company has not retained any dealer-manager in connection with the Exchange Offer and will not make any payments to brokers, dealers or others soliciting acceptances of the Exchange Offer. The Company, however, will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. The cash expenses to be incurred in connection with the Exchange Offer will be paid by the Company. Such expenses include fees and expenses of the Exchange Agent and Trustee, accounting and legal fees and printing costs, among others. The Company will pay all transfer taxes, if any, applicable to the exchange of Old Notes and Old Debentures pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Old Notes or Old Debentures pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. ACCOUNTING TREATMENT The Exchange Notes and the Exchange Debentures will be recorded at the same carrying value as the Old Notes and the Old Debentures, respectively, which is face value, as reflected in the Company's accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized by the Company. The expenses of the Exchange Offer will be expensed over the term of each of the Exchange Notes and the Exchange Debentures on a pro rata basis. CONSEQUENCES OF FAILURE TO EXCHANGE The Old Notes and the Old Debentures that are not exchanged for Exchange Notes and Exchange Debentures, respectively, pursuant to the Exchange Offer will remain restricted securities. Accordingly, such Old Notes or Old Debentures may offer, sell or otherwise transfer, as applicable, prior to the date that is two years 40 after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Old Notes or Old Debentures, as applicable (or any predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the Company or any subsidiary thereof, (b) to the Initial Purchasers, (c) pursuant to a registration statement that has been declared effective under the Securities Act, (d) for so long as the Old Notes or the Old Debentures, as applicable, are eligible for resale pursuant to Rule 144A, to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and to compliance with any applicable state securities laws; it being understood that prior to any offer, sale or other transfer of Old Notes or Old Debentures, as applicable, in certificated form prior to the Resale Restriction Termination Date pursuant to clause (e) above, the Company reserves the right to require the delivery of an opinion of counsel, certification and/or other information satisfactory to the Company. The Old Notes and the Exchange Notes will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Notes that remain outstanding after consummation of the Exchange Offer and the Exchange Notes issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Notes have taken certain actions or exercised certain rights under the Indenture. Similarly, the Old Debentures and the Exchange Debentures will constitute a single series of debt securities under the Indenture. In the event that the Exchange Offer is consummated, any Old Debentures outstanding after consummation of the Exchange Offer and the Exchange Debentures issued in the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage in outstanding principal amount of Debentures have taken certain actions or exercised certain rights under the Indenture. RESALE OF THE EXCHANGE SECURITIES Based on existing interpretations of the Securities Act by the Staff set forth in several no-action letters to third parties, and subject to the immediately following sentence, the Company believes that the Exchange Notes and the Exchange Debentures to be issued pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any holder of Old Notes or Old Debentures who is an "affiliate" of the Company or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or the Exchange Debentures, or any broker-dealer who purchased the Old Notes or the Old Debentures from the Company for resale pursuant to Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the Staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Old Notes or Old Debentures, as applicable, in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Old Notes or Old Debentures, as applicable, unless such sale or transfer is made pursuant to an exemption from such requirements. The Company does not intend to seek its own no-action letter, and there can be no assurance that the Staff would make a similar determination with respect to the Exchange Notes or the Exchange Debentures as it has in such no-action letters to third parties. Each holder of Old Notes or Old Debentures (other than certain specified holders) who wishes to exchange the Old Notes or the Old Debentures, as applicable, for Exchange Notes or Exchange Debentures, as applicable, in the Exchange Offer will be required to represent that (i) it is not an "affiliate" of the Company, (ii) the Exchange Notes or the Exchange Debentures, as applicable, to be received by it are being acquired in the ordinary course of its business, (iii) it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures, as applicable, 41 and (iv) if such holder is not a broker-dealer, such holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act). Each Participating Broker-Dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Commission has taken the position in the above-mentioned no-action letters that Participating Broker-Dealers who acquired Old Notes or Old Debentures for their own accounts as a result of market-making or other trading activities may fulfill their prospectus delivery requirements with respect to the Exchange Notes or the Exchange Debentures, as applicable, other than a resale of an unsold allotment from the original sale thereof, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a plan of distribution with respect to the resale of such Exchange Notes and Exchange Debentures. Under the Registration Rights Agreement, the Company is required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use this Prospectus, as it may be amended or supplemented from time to time, in connection with the resale of such Exchange Notes or Exchange Debentures, as applicable, for a period of 180 days from the issuance of the Exchange Notes or the Exchange Debentures, as applicable. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this Prospectus available to any Participating Broker-Dealer for use in connection with any such resale (provided that the Company has received prior written notice from such Participating Broker- Dealer of its status as a Participating Broker-Dealer). See "Plan of Distribution." Any Participating Broker-Dealer who is an "affiliate" of the Company may not rely on the above-mentioned no-action letters and must comply with the registration and delivery requirements of the Securities Act in connection with any resale transaction. CERTAIN FEDERAL INCOME TAX CONSIDERATIONS The following discussion is based on the current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury regulations, judicial authority and administrative rulings and practice. There can be no assurance that the Internal Revenue Service (the "Service") will not take a contrary view, and no ruling from the Service has been or will be sought. Legislative, judicial or administrative changes or interpretations may be forthcoming that could alter or modify the statements and conditions set forth herein. Any such changes or interpretations may or may not be retroactive and could affect the tax consequences to holders. Certain holders (including insurance companies, tax-exempt organizations, financial institutions, broker-dealers, foreign corporations and persons who are not citizens or residents of the United States) may be subject to special rules not discussed below. The Company recommends that each holder consult such holder's own tax advisor as to the particular tax consequences of exchanging such holder's Old Notes or Old Debentures for Exchange Notes or Exchange Debentures, respectively, including the applicability and effect of any state, local or foreign tax laws. The Company believes that the exchange of Old Notes or Old Debentures for Exchange Notes or Exchange Debentures, respectively, pursuant to the Exchange Offer will not be treated as an "exchange" for federal income tax purposes because the Exchange Notes or the Exchange Debentures will not be considered to differ materially in kind or extent from the Old Notes or the Old Debentures, respectively. Rather, the Exchange Notes or the Exchange Debentures received by a holder will be treated as a continuation of the Old Notes or the Old Debentures, respectively, in the hands of such holder. As a result, there will be no federal income tax consequences to holders exchanging Old Notes or Old Debentures for Exchange Notes or Exchange Debentures, respectively, pursuant to the Exchange Offer. The Company may become obligated to pay additional interest to the beneficial owners of the Old Notes and the Old Debentures under certain circumstances described under "Exchange Offer--Purpose and Effect of 42 Exchange Offer." The Company believes that any such payments of interest should be treated as an "incidental contingency" for purposes of the original issue discount rules because the potential amount of any such interest payments, if required to be made, is expected to be insignificant relative to the total expected amount of remaining payments on the Old Notes and the Old Debentures, and, accordingly, if such interest payments are required to be made, such interest should be taxable to beneficial owners in the same manner as any scheduled payments of interest. PLAN OF DISTRIBUTION Each Participating Broker-Dealer that receives Exchange Notes or Exchange Debentures for its own account pursuant to the Exchange Offer must acknowledge that it acquired the Old Notes or the Old Debentures for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Under the Registration Rights Agreement, the Company is required to allow Participating Broker-Dealers and other persons, if any, subject to similar prospectus delivery requirements to use this Prospectus, as it may be amended or supplemented from time to time, in connection with the resale of such Exchange Notes or Exchange Debentures, as applicable, for a period of 180 days from the issuance of the Exchange Notes or Exchange Debentures, as applicable. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any Participating Broker-Dealer for use in connection with any such resale (provided that the Company has received prior written notice from such Participating Broker-Dealer of its status as a Participating Broker-Dealer). See "Exchange Offer--Resale of the Exchange Securities." The Company will not receive any cash proceeds from any sales of the Exchange Notes or Exchange Debentures by Participating Broker-Dealers. Exchange Notes or Exchange Debentures received by Participating Broker-Dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or the Exchange Debentures or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Participating Broker- Dealer and/or the purchasers of any such Exchange Notes or Exchange Debentures. Any Participating Broker-Dealer that resells the Exchange Notes or Exchange Debentures that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes or Exchange Debentures may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes or Exchange Debentures and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. LEGAL MATTERS The validity of the Exchange Notes and the Exchange Debentures offered hereby will be passed upon for the Company by Kirkland & Ellis (a partnership including professional corporations), Chicago, Illinois. EXPERTS The consolidated financial statements of the Company as of December 31, 1997 and 1996 and for each of the three years in the period ended December 31, 1997 appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, have been audited by Ernst & Young LLP, independent auditors, 43 as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements have been incorporated herein in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated balance sheets of Harris Chemical Group, Inc. as of March 29, 1997 and March 30, 1996 and the related consolidated statements of operations, cash flows and common stockholders' equity for each of the three fiscal years in the period ended March 29, 1997 appearing in the Company's Current Report on Form 8-K/A filed on June 15, 1998, which is incorporated by reference in this Prospectus and in the Exchange Offer Registration Statement, have been audited by PricewaterhouseCoopers LLP, independent accountants, as set forth in their report thereon included therein and incorporated herein by reference. The consolidated balance sheets of Harris Chemical Group, Inc. as of March 28, 1998 and March 29, 1997 and the related consolidated statements of operations, cash flows and common stockholders' equity for each of the three fiscal years in the period ended March 28, 1998 appearing in the Company's Current Report on Form 8-K/A filed on September 16, 1998, which is incorporated by reference in this Prospectus and in the Exchange Offer Registration Statement, have been audited by PricewaterhouseCoopers LLP, independent accountants, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements have been incorporated herein in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The financial statements of Penrice for the year ended June 30, 1997 appearing in the Company's Current Report on Form 8-K/A filed on June 15, 1998, which is incorporated by reference in this Prospectus and in the Exchange Offer Registration Statement, have been audited by Arthur Andersen, Chartered Accountants, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements have been incorporated herein in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. The consolidated financial statements of FTX at December 31, 1996 and for each of the three years in the period ended December 31, 1996 appearing in FTX's Annual Report on Form 10-K for the year ended December 31, 1996, which are incorporated by reference in this Prospectus and in the Exchange Offer Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their report thereon incorporated by reference herein. In that report, that firm states that its report is based in part on the report of other independent public accountants, Ernst & Young LLP. Such financial statements have been incorporated herein by reference in reliance upon the authority of those firms as experts in accounting and auditing in giving said reports. 44 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER CON- TAINED HEREIN, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THOSE TO WHICH IT RELATES NOR DOES IT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SO- LICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SO- LICITATION IS NOT AUTHORIZED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLI- CATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSE- QUENT TO THE DATE HEREOF. --------------- TABLE OF CONTENTS
PAGE ---- Available Information...................................................... 5 Information Incorporated by Reference...................................... 5 Forward-Looking Statements................................................. 6 Prospectus Summary......................................................... 7 Risk Factors............................................................... 17 Use of Proceeds............................................................ 18 Capitalization............................................................. 18 Ratio of Earnings to Fixed Charges......................................... 19 The Company................................................................ 20 Recent Developments........................................................ 20 Description of Exchange Notes and Exchange Debentures...................... 21 Exchange Offer............................................................. 31 Certain Federal Income Tax Considerations.................................. 42 Plan of Distribution....................................................... 43 Legal Matters.............................................................. 43 Experts.................................................................... 43
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ----------- PROSPECTUS ----------- $300,000,000 IMC GLOBAL INC. OFFER TO EXCHANGE ITS 6 1/2% NOTES DUE 2003 AND ITS 7 3/8% DEBENTURES DUE 2018, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF ITS OUTSTANDING 6 1/2% NOTES DUE 2003 AND 7 3/8% DEBENTURES DUE 2018, RESPECTIVELY LOGO , 1998 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law ("DGCL") permits a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his or her duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred. The Company's Restated Certificate of Incorporation, as amended, provides that the Company will indemnify each officer and director of the Company to the fullest extent permitted by applicable law. The Company's Amended and Restated By-Laws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, will be indemnified by the Company to the full extent permitted by the DGCL. The indemnification rights conferred by the Company's Restated Certificate of Incorporation, as amended, are not exclusive of any other right to which persons seeking indemnification may be entitled under any law, By-Law, agreement, vote of stockholders or disinterested directors or otherwise. The Company is authorized to purchase and maintain (and the Company maintains) insurance on behalf of its directors and officers. The Purchase Agreement and the Registration Rights Agreement included as exhibits to this Registration Statement provide for indemnification of directors and officers of the Company against certain liabilities. ITEM 21. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Restated Certificate of Incorporation, as amended, (incorporated by reference to the Company's Current Report on Form 8-K dated November 1, 1994 (File No. 1-9759)). 4.2 Certificate of Amendment to Restated Certificate of Incorporation, dated October 20, 1994 (incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 (File No. 1-9759)). 4.3 Certificate of Amendment to Restated Certificate of Incorporation, dated October 23, 1995 (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form 8-A/A-1 dated January 12, 1996 (File No. 1-9759)). 4.4 Certificate of Amendment to Restated Certificate of Incorporation, dated March 1, 1996 (incorporated by reference to Exhibit 3.4 of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 (File No. 1-9759)).
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EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.5 Certificate of Merger of Freeport-McMoRan Inc. and the Company, dated December 22, 1997 (incorporated by reference to Exhibit 3.5 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9759)). 4.6 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.6 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9759)). 4.7 Indenture, dated as of August 1, 1998, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.10 to the Company's Registration Statement on Form S-3 (No. 333-63503)). 4.8 Form of 6 1/2% Notes due 2003. 4.9 Form of 7 3/8% Debentures due 2018. 4.10 Purchase Agreement, dated August 6, 1998, between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc, without exhibits thereto. 4.11 Registration Rights Agreement, dated August 11, 1998, between the Company and the Initial Purchasers. 4.12 Indenture, dated as of July 17, 1997, between the Company and The Bank of New York, as Trustee, relating to the issuance of 6.875% Senior Debentures due July 15, 2007, 7.30% Senior Debentures due January 15, 2020, and 6.55% Senior Notes due January 15, 2005 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 23, 1997 (File No. 1-9759)). The Registrant will furnish to the Commission, upon request, each instrument defining the rights of holders of long-term debt of the Registrant and its subsidiaries where the amount of such debt does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis. 5 Opinion of Kirkland & Ellis. 12 Computation of Ratio of Earnings to Fixed Charges. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Arthur Andersen, Chartered Accountants. 23.3 Consent of PricewaterhouseCoopers LLP. 23.4 Consent of Kirkland & Ellis (included in Exhibit 5). 23.5 Consent of Arthur Andersen LLP, independent public accountants. 24 Powers of Attorney. 25 Statement of Eligibility and Qualification on Form T-1 of the Bank of New York, as Trustee (incorporated by reference to Exhibit 25.1 to the Company's Registration Statement on Form S-3 (No. 333-63503)). 99.1 Form of Letter of Transmittal. 99.2 Form of Notice of Guaranteed Delivery. 99.3 Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant.
ITEM 22. UNDERTAKINGS. (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the II-2 registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (c) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT ON FORM S-4 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NORTHBROOK, STATE OF ILLINOIS, ON SEPTEMBER 21, 1998. IMC GLOBAL INC. /s/ J. Bradford James By: _________________________________ J. Bradford James Senior Vice President and Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- * Chief Executive Officer September 21, 1998 ____________________________________ (principal executive Robert E. Fowler, Jr. officer), President (principal operating officer) and Director /s/ J. Bradford James Senior Vice President and September 21, 1998 ____________________________________ Chief Financial Officer J. Bradford James (principal financial officer) /s/ Anne M. Scavone Vice President and September 21, 1998 ____________________________________ Controller (principal Anne M. Scavone accounting officer) * Chairman and Director September 21, 1998 ____________________________________ Wendell F. Bueche * Director September 21, 1998 ____________________________________ Raymond F. Bentele * Director September 21, 1998 ____________________________________ Robert W. Bruce, III * Director September 21, 1998 ____________________________________ Rod F. Dammeyer * Director September 21, 1998 ____________________________________ James M. Davidson, Ph.D. * Director September 21, 1998 ____________________________________ Rene L. Latiolais * Director September 21, 1998 ____________________________________ Harold H. MacKay
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SIGNATURE TITLE DATE --------- ----- ---- * Director September 21, 1998 ____________________________________ David B. Mathis * Director September 21, 1998 ____________________________________ Donald F. Mazankowski * Director September 21, 1998 ____________________________________ Joseph P. Sullivan * Director September 21, 1998 ____________________________________ Richard L. Thomas * Director September 21, 1998 ____________________________________ Billie B. Turner
/s/ J. Bradford James *By: __________________________ J. Bradford James Attorney In Fact II-5 EX-4.8 2 FORM OF 6 1/2% NOTES DUE 2003 EXHIBIT 4.8 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. ______ $_________________ CUSIP No. _______________ IMC Global Inc. 6-1/2% Notes due 2003 IMC Global Inc., a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of _____________ Million Dollars ($_____________) on August 1, 2003, and to pay interest thereon from August 11, 1998 or from the most recent interest payment date to which interest has been paid or duly provided for on the 6-1/2% Notes due 2003 surrendered in exchange for this Note, payable semiannually on February 1 and August 1 in each year (each, an "Interest Payment Date"), commencing February 1, 1999, at the rate of 6-1/2% per annum, until the principal hereof is paid or duly made available for payment. Interest on this Note shall be calculated on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date, maturity date or redemption date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, maturity date or redemption date, as the case may be, to such next Business Day. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest, which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be at least five days before the payment date) for the payment of such defaulted interest to be fixed by the Company, notice whereof shall be given to the Holders of Notes of this series not less than 15 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of the principal of and the interest on this Note will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, that payment to DTC or any successor depository may be made by wire transfer to the account designated by DTC or such successor depository in writing. This Note is one of a duly authorized issue of securities of the Company (herein called the "Notes") issued and to be issued in one or more series under an Indenture, dated as of August 1, 1998 (herein called, together with all indentures supplemental thereto, the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, limited (subject to exceptions provided in the Indenture) to the aggregate principal amount specified in the Officers' Certificate, dated August 11 1998, establishing the terms of the Notes pursuant to the Indenture. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions permitting, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of not less than a majority 2 in aggregate principal amount of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. This Note is redeemable at the option of the Company, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Independent Investment Banker (as defined below), of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount of this Note to be redeemed from the redemption date to August 1, 2003 (the "Remaining Term"), in each case, discounted from their respective scheduled payment dates to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, plus, in either case, accrued but unpaid interest thereon to the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Remaining Term that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Term. "Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means each of Merrill Lynch Government Securities Inc., J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc, their affiliates, their respective successors and any other primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") selected by the Company in addition to, or in substitution for, any of such firms; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 3 "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its registered address. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the principal amount of this Note called for redemption. Except as provided above, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Note, the transfer of this Note may be registered on the Security Register upon surrender of this Note for registration of transfer at the office or agency of the Company maintained for the purpose in any place where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in the denominations specified in the Officers' Certificate, dated August 11, 1998, establishing the terms of the Notes, all as more fully provided in the Indenture and such Officers' Certificate. As provided in the Indenture and in such Officers' Certificate, and subject to certain limitations set forth in the Indenture, such Officers' Certificate and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series in different authorized denominations, as requested by the Holders surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company may be 4 released from its obligation under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money, Eligible Obligations or U.S. Government Obligations, or a combination thereof, in an amount sufficient to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions, all as more fully provided in the Indenture. This Note shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements and instruments made and to be performed wholly within such State. All terms used in this Note without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 5 Unless the Certificate of Authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. IMC GLOBAL INC. By:_________________________________________ Name: Title: By:_________________________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:_____________________ THE BANK OF NEW YORK, as Trustee By:_______________________________________ Authorized Signatory 6 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ________________________ (Minor) Custodian ________________________ (Cust) Under Uniform Gifts to Minors Act ________________________ (State) Additional abbreviations may also be used though not in the above list. 7 FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto - ------------------------------------------- - ------------------------------------------- [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] - ------------------------------------------------------------- - ------------------------------------------------------------- - ------------------------------------------------------------- [PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE] the within Note and all rights thereunder, hereby irrevocably constituting and appointing to transfer said Note on the books of the Company with full power of substitution in the premises. Dated: -------------------------------- Signature: ---------------------------- Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. Signature Guaranty: ------------------------------------------------------------ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 8 EX-4.9 3 FORM 7 3/8% DEBENTURES DUE 2018 EXHIBIT 4.9 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. No. _____ $________________ CUSIP No. _________________ IMC Global Inc. 7-3/8% Debentures due 2018 IMC Global Inc., a Delaware corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of _________________ Million Dollars ($_____________) on August 1, 2018, and to pay interest thereon from August 11, 1998 or from the most recent interest payment date to which interest has been paid or duly provided for on the 7-3/8% Debentures due 2018 surrendered in exchange for this Debenture, payable semiannually on February 1 and August 1 in each year (each, an "Interest Payment Date"), commencing February 1, 1999, at the rate of 7-3/8% per annum, until the principal hereof is paid or duly made available for payment. Interest on this Debenture shall be calculated on the basis of a 360- day year of twelve 30-day months. If any Interest Payment Date, maturity date or redemption date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount payable for the period from and such Interest Payment Date, maturity date or redemption date, as the case may be, to such next Business Day. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Debenture (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest, which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Debenture (or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be at least five days before the payment date) for the payment of such defaulted interest to be fixed by the Company, notice whereof shall be given to the Holders of Debentures of this series not less than 15 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Payment of the principal of and the interest on this Debenture will be made at the office or agency of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, that payment to DTC or any successor depository may be made by wire transfer to the account designated by DTC or such successor depository in writing. This Debenture is one of a duly authorized issue of securities of the Company (herein called the "Debentures") issued and to be issued in one or more series under an Indenture, dated as of August 1, 1998 (herein called, together with all indentures supplemental thereto, the "Indenture"), between the Company and The Bank of New York, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debentures, and of the terms upon which the Debentures are, and are to be, authenticated and delivered. This Debenture is one of the series designated on the face hereof, limited (subject to exceptions provided in the Indenture) to the aggregate principal amount specified in the Officers' Certificate, dated August 11, 1998, establishing the terms of the Debentures pursuant to the Indenture. If an Event of Default with respect to the Debentures shall occur and be continuing, the principal of the Debentures may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions permitting, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series issued under the Indenture at any time by the Company and the Trustee with the written consent of the Holders of not less than a majority 2 in aggregate principal amount of the Securities at the time Outstanding of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and binding upon such Holder and upon all future Holders of this Debenture and of any Debentures issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debenture. This Debenture is redeemable at the option of the Company, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of this Debenture to be redeemed and (ii) the sum, as determined by the Independent Investment Banker (as defined below), of the present values of the principal amount of this Debenture to be redeemed and the remaining scheduled payments of interest on the principal amount of this Debenture to be redeemed from the redemption date to August 1, 2018 (the "Remaining Term"), in each case, discounted from their respective scheduled payment dates to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus, in either case, accrued but unpaid interest thereon to the redemption date. "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the Remaining Term that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the Remaining Term. "Comparable Treasury Price" means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations. "Independent Investment Banker" means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company. "Reference Treasury Dealer" means each of Merrill Lynch Government Securities Inc., J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc, their affiliates, their respective successors and any other primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer") selected by the Company in addition to, or in substitution for, any of such firms; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date. 3 "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to the Holder hereof at its registered address. Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the principal amount of this Debenture called for redemption. Except as provided above, this Debenture is not redeemable by the Company prior to maturity and is not subject to any sinking fund. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture, at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed. As provided in the Indenture and subject to certain limitations set forth therein and in this Debenture, the transfer of this Debenture may be registered on the Security Register upon surrender of this Debenture for registration of transfer at the office or agency of the Company maintained for the purpose in any place where the principal of and interest on this Debenture are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Debentures of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Debentures are issuable only in registered form without coupons in the denominations specified in the Officers' Certificate, dated August 11, 1998, establishing the terms of the Debentures, all as more fully provided in the Indenture and such Officers' Certificate. As provided in the Indenture and in such Officers' Certificate, and subject to certain limitations set forth in the Indenture, such Officers' Certificate and in this Debenture, the Debentures are exchangeable for a like aggregate principal amount of Debentures of this series in different authorized denominations, as requested by the Holders surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith, other than in certain cases provided in the Indenture. Prior to due presentment of this Debenture for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debenture is registered as the owner hereof for all purposes, whether or not this Debenture be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 4 The Indenture contains provisions whereby (i) the Company may be discharged from its obligations with respect to the Debentures (subject to certain exceptions) or (ii) the Company may be released from its obligation under specified covenants and agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee money, Eligible Obligations or U.S. Government Obligations, or a combination thereof, in an amount sufficient to pay and discharge the entire indebtedness on all Debentures of this series, and satisfies certain other conditions, all as more fully provided in the Indenture. This Debenture shall be governed by and construed in accordance with the laws of the State of New York, applicable to agreements and instruments made and to be performed wholly within such State. All terms used in this Debenture without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 5 Unless the Certificate of Authentication hereon has been executed by or on behalf of the Trustee under the Indenture by the manual signature of one of its authorized officers, this Debenture shall not be entitled to any benefits under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. IMC GLOBAL INC. By:_________________________________________ Name: Title: By:_________________________________________ Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated:_________________ THE BANK OF NEW YORK, as Trustee By:_______________________________________ Authorized Signatory 6 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ________________________ (Minor) Custodian ________________________ (Cust) Under Uniform Gifts to Minors Act ________________________ (State) Additional abbreviations may also be used though not in the above list. 7 FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto ________________________________________________ ________________________________________________ [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ [PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE] the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing to transfer said Debenture on the books of the Company with full power of substitution in the premises. Dated: _____________________ Signature: _____________________ Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Debenture in every particular, without alteration or enlargement or any change whatever. Signature Guaranty:_____________________________________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 8 EX-4.10 4 PURCHASE AGREEMENT DTD AUGUST 6, 1998 EXHIBIT 4.10 IMC GLOBAL INC. (a Delaware corporation) $200,000,000 6-1/2% Notes due 2003 $100,000,000 7-3/8% Debentures due 2018 -------------------------------- PURCHASE AGREEMENT -------------------------------- Dated: August 6, 1998 Table of Contents Page ---- SECTION 1. Representations and Warranties..................................... 2 (a) Representations and Warranties by the Company............................. 3 (b) Officer's Certificates.................................................... 9 SECTION 2. Sale and Delivery to Initial Purchasers; Closing................... 9 (a) Securities................................................................ 9 (b) Payment................................................................... 9 (c) Qualified Institutional Buyer.............................................10 (d) Denominations; Registration...............................................10 SECTION 3. Covenants of the Company...........................................10 (a) Offering Memorandum.......................................................10 (b) Notice and Effect of Material Events......................................10 (c) Amendment to Offering Memorandum and Supplements..........................11 (d) Qualification of Securities for Offer and Sale............................11 (e) Rating of Securities......................................................11 (f) DTC.......................................................................11 (g) Use of Proceeds...........................................................11 (h) Restriction on Sale of Securities.........................................11 SECTION 4. Payment of Expenses................................................11 (a) Expenses..................................................................11 (b) Termination of Agreement..................................................12 SECTION 5. Conditions of Initial Purchasers' Obligations......................12 (a) Opinion of Counsel for Company............................................12 (b) Opinion of Counsel for Initial Purchasers.................................12 (c) Officers' Certificate.....................................................13 (d) Accountant's Comfort Letters..............................................13 (e) Bring-down Comfort Letter.................................................13 (f) Maintenance of Rating.....................................................13 (g) Registration Rights Agreement.............................................13 (h) Additional Documents......................................................13 (i) Termination of Agreement..................................................14 SECTION 6. Subsequent Offers and Resales of the Securities....................14 (a) Offer and Sale Procedures.................................................14 (b) Covenants of the Company..................................................15 SECTION 7. Indemnification....................................................16 (a) Indemnification of Initial Purchasers.....................................16 (b) Indemnification of Company, Directors and Officers........................17
i (c) Actions against Parties; Notification................................... 17 (d) Settlement without Consent if Failure to Reimburse...................... 18 SECTION 8. Contribution.................................................... 18 SECTION 9. Representations, Warranties and Agreements to Survive Delivery.. 19 SECTION 10. Termination of Agreement........................................ 19 (a) Termination; General.................................................... 19 (b) Liabilities............................................................. 20 SECTION 11. Default By One or More of The Initial Purchasers................ 20 SECTION 12. Notices......................................................... 20 SECTION 13. Parties......................................................... 21 SECTION 14. GOVERNING LAW AND TIME.......................................... 21 SECTION 15. Effect of Headings.............................................. 21 ii $200,000,000 6-1/2% Notes due 2003 $100,000,000 7-3/8% Debentures due 2018 IMC GLOBAL INC. (a Delaware corporation) PURCHASE AGREEMENT August 6, 1998 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. MORGAN SECURITIES INC. CHASE SECURITIES INC. SALOMON BROTHERS INC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: IMC Global Inc., a Delaware corporation (the "Company"), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc (collectively, the "Initial Purchasers", which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $200,000,000 aggregate principal amount of the Company's 6-1/2% Notes due 2003 and $100,000,000 aggregate principal amount of the Company's 7-3/8% Debentures due 2018 (collectively, the "Securities"). The Securities are to be issued pursuant to an indenture dated as of August 1, 1998 (the "Indenture", which term, as used herein, includes the Officers' Certificate (as defined in the Indenture) establishing the form and terms of the Securities pursuant to Section 2.1 of the Indenture), between the Company and The Bank of New York, as trustee (the "Trustee"). Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing Time (as defined in Section 2(b)) (the "DTC Agreement"), among the Company, the Trustee and DTC. 1 The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers ("Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold through the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the 1933 Act or if an exemption from the registration requirements of the 1933 Act is available (including the exemption afforded by Rule 144A ("Rule 144A") of the rules and regulations promulgated under the 1933 Act by the Securities and Exchange Commission (the "Commission")). The Company has prepared and delivered to each Initial Purchaser copies of a preliminary offering memorandum dated July 27, 1998 (the "Preliminary Offering Memorandum") and has prepared and will deliver to each Initial Purchaser, on the date hereof or the next succeeding day, copies of a final offering memorandum dated August 6, 1998 (the "Final Offering Memorandum"), each for use by such Initial Purchaser in connection with its solicitation of purchases of, or offering of, the Securities. "Offering Memorandum" means, with respect to any date or time referred to in this Agreement, the most recent offering memorandum (whether the Preliminary Offering Memorandum or the Final Offering Memorandum, or any amendment or supplement to either such document), including any exhibits thereto and the documents incorporated by reference therein, which has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of purchases of, or offering of, the Securities. All references in this Agreement to financial statements and schedules and other information which are "contained," "included" or "stated" in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is incorporated by reference in the Offering Memorandum. The holders of Securities will be entitled to the benefits of a Registration Rights Agreement, in substantially the form attached hereto as Exhibit C with such changes as shall be agreed to by the parties hereto (the "Registration Rights Agreement"), pursuant to which the Company will file a registration statement (the "Registration Statement") with the Commission registering the Securities or the Exchange Notes and Exchange Debentures referred to in the Registration Rights Agreement under the 1933 Act. SECTION 1. Representations and Warranties. 2 (a) Representations and Warranties by the Company. The Company represents and warrants to each Initial Purchaser as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, and agrees with each Initial Purchaser as follows: (i) Similar Offerings. The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act. (ii) Offering Memorandum. The Offering Memorandum does not, and at the Closing Time will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company in writing by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum. (iii) Independent Accountants. The accountants who certified certain of the financial statements and supporting schedules of the Company and its subsidiaries, of Harris Chemical Group, Inc. and its subsidiaries ("Harris") and of Harris Chemical Australia Pty Ltd. & its controlled entities ("Penrice") included in the Offering Memorandum are independent certified public accountants with respect to the Company and its subsidiaries within the meaning of Regulation S-X under the 1933 Act. (iv) Financial Statements. The financial statements, together with the related schedules and notes, of the Company and its subsidiaries included in the Offering Memorandum present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved, except as indicated therein or in the notes thereto and, except that data with respect to unaudited interim periods do not contain footnote disclosure and reflect adjustments which the management of the Company considers necessary to present fairly in all material respects the financial information for such periods. The financial statements, together with the related schedules and notes, of Harris included in the Offering Memorandum present fairly in all material respects the financial position of Harris and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of Harris and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as indicated therein or in the notes thereto and, except that data with respect to unaudited interim periods do not contain footnote disclosure and reflect adjustments which the management of the Company considers necessary to present fairly in all material respects the financial information for such periods. The financial statements, together with the related schedules and notes, of Penrice included in the Offering Memorandum present fairly the financial position of Penrice and its controlled entities 3 at the dates indicated and the statement of operations, stockholders' equity and cash flows of Penrice and its controlled entities for the periods specified; said financial statements have been prepared in conformity with Australian GAAP applied on a consistent basis throughout the periods involved, except as indicated therein or in the notes thereto and, except that data with respect to unaudited interim periods do not contain footnote disclosure and reflect adjustments which the management of the Company considers necessary to present fairly in all material respects the financial information for such periods. The selected historical consolidated financial data included in the Offering Memorandum present fairly the particular information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum. The pro forma financial statements and other pro forma financial information of the Company and its subsidiaries and the related notes thereto included in the Offering Memorandum present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (v) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Offering Memorandum, except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, other than those in the ordinary course of business, and (C) except for regular quarterly dividends on its outstanding common stock, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (vi) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement and the Registration Rights Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (vii) Good Standing of Subsidiaries. Each "significant subsidiary" of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a "Subsidiary" and, collectively, the "Subsidiaries") has been duly organized and is validly existing as a corporation or partnership, as the case may be, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, has corporate or partnership, as the case may be, power and authority to own, lease and operate its properties and to conduct its business as 4 described in the Offering Memorandum and is duly qualified as a foreign corporation or partnership, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Offering Memorandum or in Schedule C hereto, all of the issued and outstanding capital stock of each corporate Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, and all of the partnership interests of each partnership Subsidiary have been duly authorized and validly issued and are owned by the Company, directly or through subsidiaries, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding shares of capital stock or partnership interests, as the case may be, of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Company are listed on Schedule C hereto. (viii) Capitalization. The shares of outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non- assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. (ix) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company. (x) Authorization of Registration Rights Agreement. The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and except that rights to indemnification and contribution thereunder may be limited by applicable law. (xi) Authorization of the Indenture. The Indenture has been duly authorized by the Company and, at the Closing Time, will have been duly executed and delivered by the Company and will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). (xii) Authorization of the Securities. The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, 5 enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws relating to or affecting enforcement of creditors' rights generally, or by general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. (xiii) Description of the Securities, the Indenture and the Registration Rights Agreement. The Securities, the Indenture and the Registration Rights Agreement will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum and will be in substantially the respective forms previously delivered to the Initial Purchasers. (xiv) Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws or partnership agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments") except for such defaults as are disclosed in the Offering Memorandum or that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Indenture and the Securities and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated hereby or thereby or in the Offering Memorandum and the consummation of the transactions contemplated herein, therein and in the Offering Memorandum (including the issuance and sale of the Securities, the use of the proceeds from the sale of the Securities as described in the Offering Memorandum under the caption "Use of Proceeds" and the filing of the Registration Statement) and compliance by the Company with its obligations hereunder, and under the Registration Rights Agreement, the Indenture and the Securities have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter or bylaws or partnership agreement, as the case may be, of the Company or any of its subsidiaries or, to the best of the Company's knowledge, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness of the Company or any of its subsidiaries (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. 6 (xv) Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its subsidiaries principal suppliers, manufacturers, customers or contractors, which, in either case, would reasonably be expected to result in a Material Adverse Effect. (xvi) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which would, individually or in the aggregate, reasonably be expected to materially and adversely affect the properties and assets of the Company and its subsidiaries considered as one enterprise or the consummation of this Agreement or the Registration Rights Agreement or the performance by the Company of its obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Offering Memorandum, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect. (xvii) Possession of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (xviii) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency (other than under state securities laws, or the 1933 Act and the rules and regulations thereunder with respect to the Registration Rights Agreement and the transactions contemplated thereunder) is necessary or required for the performance by the Company of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement. (xix) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to so possess would not have a Material Adverse Effect; the Company and its subsidiaries 7 are in compliance with the terms and conditions of all such Governmental Licenses, except as disclosed in the Offering Memorandum or where the failure to so comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except as disclosed in the Offering Memorandum or when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (xx) Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by the Company and its subsidiaries and good title to all material personal property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Offering Memorandum or (b) would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except such as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (xxi) Environmental Laws. Except as described in the Offering Memorandum and except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws"), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental 8 body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or Environmental Laws. (xxii) Investment Company Act. The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Offering Memorandum will not be, an "investment company" as such term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"). (xxiii) Rule 144A Eligibility. The Securities are not, and at the Closing Time will not be, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system. (xxiv) No General Solicitation. None of the Company, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act ("Affiliates"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act. (xxv) No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. (b) Officer's Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed a representation and warranty by the Company to each Initial Purchaser as to the matters covered thereby. SECTION 2. Sale and Delivery to Initial Purchasers; Closing. (a) Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at the price set forth in Schedule B, the aggregate principal amount of Securities set forth in Schedule A opposite the name of such Initial Purchaser, plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 11 hereof. (b) Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the office of Brown & Wood llp, One World Trade Center, New York, New York 10048, or at such other place as shall be agreed upon by the Initial Purchasers and the Company, at 9:00 A.M. on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 11), or such other time not later than ten 9 business days after such date as shall be agreed upon by the Initial Purchasers and the Company (such time and date of payment and delivery being herein called the "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Initial Purchasers for the respective accounts of the Initial Purchasers of the Securities to be purchased by them. Merrill Lynch, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Time, but such payment shall not relieve such Initial Purchaser from its obligations hereunder. The certificates representing the Securities shall be registered in the name of Cede & Co. pursuant to the DTC Agreement and shall be made available for examination and packaging by the Initial Purchasers in The City of New York not later than 10:00 A.M. on the last business day prior to the Closing Time. (c) Qualified Institutional Buyer. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act. (d) Denominations; Registration. Certificates for the Securities shall be in such denominations ($1,000 or integral multiples thereof) and registered in such names as the Initial Purchasers may request in writing at least one full business day before the Closing Time. SECTION 3. Covenants of the Company. The Company covenants with each Initial Purchaser as follows: (a) Offering Memorandum. The Company, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Preliminary Offering Memorandum, the Final Offering Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request prior to the Placement Completion Date (as defined below). (b) Notice and Effect of Material Events. The Company will promptly notify each Initial Purchaser, and confirm such notice in writing, of (x) any filing made by the Company of information relating to the offering of the Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) prior to the Placement Completion Date, any material changes in or affecting, or any developments involving prospective material changes in or affecting, the condition, financial or otherwise, or the earnings or business of the Company and its subsidiaries which (i) make any statement in the Offering Memorandum false or misleading or (ii) are not disclosed in the Offering Memorandum. In such event or if during such time any event shall occur as a result of which it is necessary, in the reasonable opinion of the Company, its counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances then existing, the Company will forthwith amend or supplement the Final 10 Offering Memorandum by preparing and furnishing to each Initial Purchaser an amendment or amendments of, or a supplement or supplements to, the Final Offering Memorandum (in form and substance satisfactory in the reasonable opinion of counsel for the Initial Purchasers) so that, as so amended or supplemented, the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a Subsequent Purchaser, not misleading. (c) Amendment to Offering Memorandum and Supplements. The Company will advise each Initial Purchaser promptly of any proposal to amend or supplement the Offering Memorandum and will not effect such amendment or supplement without the consent of the Initial Purchasers. Neither the consent of the Initial Purchasers, nor the Initial Purchaser's delivery of any such amendment or supplement, shall constitute a waiver of any of the conditions set forth in Section 5 hereof. (d) Qualification of Securities for Offer and Sale. The Company will use its reasonable best efforts, in cooperation with the Initial Purchasers, to qualify the Securities for offering and sale under the applicable securities laws of such jurisdictions as the Initial Purchasers may designate and will maintain such qualifications in effect as long as required for the sale of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (e) Rating of Securities. The Company shall take all reasonable action necessary to enable Standard & Poor's Ratings Group, a division of The McGraw- Hill Companies, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's") to provide their respective credit ratings of the Securities. (f) DTC. The Company will cooperate with the Initial Purchasers and use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC. (g) Use of Proceeds. The Company will use the proceeds received by it from the sale of the Securities in the manner specified in the Offering Memorandum under "Use of Proceeds". (h) Restriction on Sale of Securities. During a period of nine days from the date of the Offering Memorandum, the Company will not, without the prior written consent of Merrill Lynch, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities of the Company or securities of the Company that are convertible into, or exchangeable for, the Securities or such other debt securities. SECTION 4. Payment of Expenses. (a) Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and any filing of the Offering Memorandum (including financial statements and any schedules or exhibits and any 11 document incorporated therein by reference) and of each amendment or supplement thereto, (ii) the preparation, reproduction and delivery to the Initial Purchasers of this Agreement, any Agreement Among Initial Purchasers, the Indenture and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Initial Purchasers, including any charges of DTC in connection therewith; (iv) the fees and disbursements of the Company's counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto and any Legal Investment Survey, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, and (vii) any fees payable in connection with the rating of the Securities. (b) Termination of Agreement. If this Agreement is terminated by the Initial Purchasers in accordance with the provisions of Section 5 or Section 10(a)(i) hereof, the Company shall reimburse the Initial Purchasers for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Initial Purchasers. SECTION 5. Conditions of Initial Purchasers' Obligations. The obligations of the several Initial Purchasers hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) Opinion of Counsel for Company. At the Closing Time, the Initial Purchasers shall have received the favorable opinions, dated as of the Closing Time, of (i) Kirkland & Ellis (a partnership including professional corporations), counsel for the Company, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect set forth in Exhibit A hereto and (ii) Marschall I. Smith, Senior Vice President and General Counsel of the Company, in form and substance reasonably satisfactory to counsel for the Initial Purchasers, to the effect set forth in Exhibit B hereto. (b) Opinion of Counsel for Initial Purchasers. At the Closing Time, the Initial Purchasers shall have received the favorable opinion, dated as of the Closing Time, of Brown & Wood llp, counsel for the Initial Purchasers, with respect to the matters set forth in (i) (1) (with respect to corporate existence and good standing only), (3) through (5), inclusive, (6) (with respect to the information under the headings "Description of Notes and Debentures" and "Exchange Offer; Registration Rights") and (ii) the last paragraph on page 5 of Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York, the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Initial Purchasers. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials. 12 (c) Officers' Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Initial Purchasers shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time. (d) Accountant's Comfort Letters. At the time of the execution of this Agreement, the Initial Purchasers shall have received from Ernst & Young LLP, PricewaterhouseCoopers LLP and Arthur Andersen, Chartered Accountants letters, each dated such date, in form and substance reasonably satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountants' "comfort letters" to Initial Purchasers with respect to the financial statements and certain financial information contained in the Offering Memorandum. (e) Bring-down Comfort Letter. At the Closing Time, the Initial Purchasers shall have received from Ernst & Young LLP, PricewaterhouseCoopers LLP and Arthur Andersen, Chartered Accountants letters, each dated as of the Closing Time, to the effect that they reaffirm the statements made in the letters furnished pursuant to subsection (d) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time. (f) Maintenance of Rating. At the Closing Time, the Securities shall be rated at least Baa2 by Moody's and BBB by S&P, and the Company shall have delivered to the Initial Purchasers a letter dated the Closing Time, from each such rating agency, or other evidence reasonably satisfactory to the Initial Purchasers, confirming that the Securities have been assigned such ratings; and since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company's other securities by any nationally recognized securities rating agency, and no such securities rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company's other securities. (g) Registration Rights Agreement. At the Closing Time, the Registration Rights Agreement shall have been fully executed and delivered by the Company. (h) Additional Documents. At the Closing Time, counsel for the Initial Purchasers shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the 13 Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Initial Purchasers and counsel for the Initial Purchasers. (i) Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 7 and 8 shall survive any such termination and remain in full force and effect. SECTION 6. Subsequent Offers and Resales of the Securities. (a) Offer and Sale Procedures. Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and Sales only to Qualified Institutional Buyers. Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror or seller, or any person acting on behalf of the offeror or seller, reasonably believes to be Qualified Institutional Buyers. (ii) No General Solicitation. The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act) will be used in the United States in connection with the offering of the Securities. (iii) Purchases by Non-Bank Fiduciaries. In the case of a non-bank Subsequent Purchaser of a Security acting as a fiduciary for one or more third parties, in connection with an offer and sale to such purchaser pursuant to clause (a) above, each such third party shall, in the judgment of the applicable Initial Purchaser, be a Qualified Institutional Buyer. (iv) Subsequent Purchaser Notification. Each Initial Purchaser will take reasonable steps to inform persons acquiring Securities from such Initial Purchaser that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred prior to the earlier of (x) the date when such Securities can be sold pursuant to Rule 144 under the 1933 Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 and (y) the date which is two years after the later of the original issuance date thereof and the last date on which the Company or any "affiliate" of the Company was the owner of such Securities (or any predecessor Securities), except (1) to the Company or any subsidiary thereof, (2) to the Initial Purchasers, (3) pursuant to a registration statement which has been declared effective under the 1933 Act, (4) as long as the Securities are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a Qualified 14 Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (5) pursuant to any other available exemption from the registration requirements of the 1933 Act. (v) Restrictions on Transfer. The transfer restrictions and the other provisions set forth in the Officers' Certificate (as defined in the Indenture) establishing the form and terms of the Securities pursuant to Sections 2.1 of the Indenture, including the legend required thereby, shall apply to the Securities except as otherwise agreed by the Company and the Initial Purchasers. Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale or transfer of any Security. (vi) Delivery of Offering Memorandum. Each Initial Purchaser will deliver to each purchaser of the Securities from such Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery. (vii) Placement Completion Date. The Initial Purchasers will notify the Company in writing as soon as possible, but in any event within five business days, after they have completed the placement of the Securities (the "Placement Completion Date"). (b) Covenants of the Company. The Company covenants with each Initial Purchaser as follows: (i) In connection with the original distribution of the Securities, the Company agrees that, prior to any offer or resale of the Securities by the Initial Purchasers, the Initial Purchasers and counsel for the Initial Purchasers shall have the right to make reasonable inquiries into the business of the Company and its subsidiaries. The Company also agrees to provide answers to each prospective Subsequent Purchaser of Securities who so requests concerning the Company and its subsidiaries (to the extent that such information is available or can be acquired and made available to prospective Subsequent Purchasers without unreasonable effort or expense and to the extent the provision thereof is not prohibited by applicable law) and the terms and conditions of the offering of the Securities, as provided in the Offering Memorandum. (ii) Integration. Except following the effectiveness of the Registration Statement, the Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the 1933 Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration 15 requirements of the 1933 Act provided by Section 4(2) thereof or by Rule 144A thereunder or otherwise. (iii) Rule 144A Information. The Company agrees that, in order to render the Securities eligible for resale pursuant to Rule 144A under the 1933 Act, until the earlier of (i) the second anniversary of the original issuance date of the Securities and (ii) the date when no Securities remain outstanding, it will make available, upon request, to any holder of Securities or prospective purchasers of Securities the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the 1934 Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information"). (iv) Restriction on Repurchases. Until the expiration of two years after the original issuance of the Securities, the Company will not, and will cause its Affiliates not to, purchase or agree to purchase or otherwise acquire any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker's transactions) unless, immediately upon any such purchase, the Company or any Affiliate shall submit such Securities to the Trustee for cancellation. SECTION 7. Indemnification. (a) Indemnification of Initial Purchasers. The Company agrees to indemnify and hold harmless each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Final Offering Memorandum (or any amendment or supplement thereto) or in any Additional Information, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below) any such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Merrill Lynch), reasonably incurred in investigating, preparing to defend or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon 16 any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum (or any amendment or supplement thereto) and provided, further, that as to the Preliminary Offering Memorandum this indemnity agreement shall not inure to the benefit of any Initial Purchaser or any person controlling that Initial Purchaser on account of any loss, claim, damage, liability or action arising from the sale of Securities to any person by that Initial Purchaser if that Initial Purchaser failed to send or give a copy of the Final Offering Memorandum, as the same may be amended or supplemented, to that person and the untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact in such Preliminary Offering Memorandum was corrected in said amended or supplemented Final Offering Memorandum and the delivery thereof would have constituted a complete defense to the claim of that person, unless such failure resulted from non-compliance by the Company with Section 3(a). For purposes of the second proviso to the immediately preceding sentence, the term Final Offering Memorandum shall not be deemed to include the documents incorporated by reference therein, and no Initial Purchaser shall be obligated to send or give any supplement or amendment to any document incorporated by reference in a Preliminary Offering Memorandum or supplement thereto or the Final Offering Memorandum to any person. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have to any Initial Purchaser or to any controlling person of that Initial Purchaser. (b) Indemnification of Company, Directors and Officers. Each Initial Purchaser severally agrees to indemnify and hold harmless the Company, its directors, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through Merrill Lynch expressly for use in the Offering Memorandum (or any amendment or supplement thereto). (c) Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 7(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 7(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the 17 indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a)(ii) effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. SECTION 8. Contribution. If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Initial Purchasers on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discount received by the Initial Purchasers, bear to the aggregate initial offering price of the Securities. The relative fault of the Company on the one hand and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or 18 alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing to defend or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 8, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person, if any, who controls an Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Initial Purchasers' respective obligations to contribute pursuant to this Section 8 are several in proportion to the principal amount of Securities set forth opposite their respective names in Schedule A hereto and not joint. SECTION 9. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Initial Purchasers. SECTION 10. Termination of Agreement. (a) Termination; General. The Initial Purchasers may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the 19 time of execution of this Agreement or since the respective dates as of which information is given in the Offering Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Initial Purchasers, impracticable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities has been suspended or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange or the New York Stock Exchange or in the NASDAQ National Market System has been suspended or materially limited (other than in accordance with New York Stock Exchange Rules 80A and 80B or any similar rules of the American Stock Exchange or the NASDAQ National Market System regarding limitations on trading during significant market declines and extraordinary market volatility), or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority or (iv) if a banking moratorium has been declared by either Federal or New York authorities. (b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 7 and 8 shall survive such termination and remain in full force and effect. SECTION 11. Default By One or More of The Initial Purchasers. If one or more of the Initial Purchasers fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Initial Purchasers shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other Initial Purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Initial Purchasers shall not have completed such arrangements within such 24- hour period, then this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action pursuant to this Section shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Initial Purchasers or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. SECTION 12. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard 20 form of telecommunication. Notices to the Initial Purchasers shall be directed to Merrill Lynch at Sears Tower Building, Suite 5500, Chicago, Illinois 60606, attention of Janet Mitchell; notices to the Company shall be directed to it at 2100 Sanders Road, Northbrook, Illinois 60062-6146, attention of the Corporate Secretary. SECTION 13. Parties. This Agreement shall each inure to the benefit of and be binding upon the Initial Purchasers and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Initial Purchasers and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Initial Purchasers and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor by reason merely of such purchase. SECTION 14. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 15. Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 21 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Initial Purchasers and the Company in accordance with its terms. Very truly yours, IMC GLOBAL INC. By: /s/ E. Paul Dunn, Jr. ----------------------------------- Name: E. Paul Dunn, Jr. Title: Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. CHASE SECURITIES INC. SALOMON BROTHERS INC By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Janet Mitchell ---------------------------------- Authorized Signatory 22 SCHEDULE A Principal Principal Amount Amount of of Notes Debentures ------------ ------------ Name of Initial Purchaser - ------------------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated.............. $100,000,000 $ 50,000,000 J.P. Morgan & Co. Inc.................... 60,000,000 30,000,000 Chase Securities Inc..................... 20,000,000 10,000,000 Salomon Brothers Inc..................... 20,000,000 10,000,000 ------------ ------------ Total.................................... $100,000,000 $200,000,000 ============ ============ Sch-A SCHEDULE B IMC GLOBAL INC. $200,000,000 6-1/2% Notes due 2003 (the "Notes") $100,000,000 7-3/8% Debentures due 2018 (the "Debentures") The Notes - --------- 1. The initial offering price of the Notes shall be 99.614% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. 2. The purchase price to be paid by the Initial Purchasers for the Notes shall be 99.014% of the principal amount thereof. 3. The interest rate on the Notes shall be 6-1/2% per annum. The Debentures - -------------- 1. The initial offering price of the Debentures shall be 98.995% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. 2. The purchase price to be paid by the Initial Purchasers for the Debentures shall be 98.12% of the principal amount thereof. 3. The interest rate on the Debentures shall be 7-3/8% per annum. Sch-B SCHEDULE C List of Significant Subsidiaries -------------------------------- GSL corporation*, a Delaware corporation Harris Chemical Europe Limited, an England corporation Harris Chemical North America, Inc., a Delaware corporation IMC AgriBusiness Inc., a Delaware corporation IMC-Agrico Company, a Delaware general partnership IMC Central Canada Potash Inc., a Delaware corporation IMC Chemicals Inc.*, a Delaware corporation IMC Global Operations Inc., a Delaware corporation IMC Global Potash Holdings Inc., a Delaware corporation IMC Inorganic Chemicals Inc., a Delaware corporation IMC Kalium Carlsbad Potash Company, a Delaware corporation IMC Kalium Ltd., a Delaware corporation ______________________________ * Common stock has been pledged for the benefit of 10.25% Senior Secured Discount Notes due July 15, 2001 issued by Harris Chemical North America, Inc. and 8.5% Senior Secured Notes due July 15, 2000 issued by Sifto Canada Inc. Sch-C-1 IMC Kalium Ogden Corp., a Delaware corporation IMC Salt Inc., a Delaware corporation International Minerals & Chemical (Canada) Global Limited, a Canada (Federal) corporation KCL Holdings, Inc., a Delaware corporation NAMSCO Inc.*, a Delaware corporation Phosphate Resource Partners Limited Partnership, a Delaware limited partnership Sifto Canada Inc., an Ontario corporation The Vigoro Corporation, a Delaware corporation - ------------------ * Common stock has been pledged for the benefit of 10.25% Senior Secured Discount Notes due July 15, 2001 issued by Harris Chemical North America, Inc. and 8.5% Senior Secured Notes due July 15, 2000 issued by Sifto Canada Inc. Sch-C-2 EX-4.11 5 REGISTRATION RIGHTS AGREEMENT DTD AUGUST 11, 1998 EXHIBIT 4.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of August 11, 1998 between IMC GLOBAL INC., a Delaware corporation (the "Company"), and the Initial Purchasers (as hereinafter defined). This Agreement is made pursuant to the Purchase Agreement dated August 6, 1998 (the "Purchase Agreement"), between the Company, as issuer of the 6-1/2% Notes due 2003 (the "Notes") and 7-3/8% Debentures due 2018 (the "Debentures"), and the Initial Purchasers, which provides for, among other things, the sale by the Company to the Initial Purchasers of the aggregate principal amounts of Notes and Debentures specified therein. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "Advice" shall have the meaning set forth in the last paragraph of Section 3 hereof. "Affiliate" has the same meaning as given to that term in Rule 405 under the Securities Act or any successor rule thereunder. "Applicable Period" shall have the meaning set forth in Section 3(t) hereof. "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or required by law or executive order to remain closed. "Closing Time" shall mean the Closing Time as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble to this Agreement and also includes the Company's successors and permitted assigns. "Debentures" shall have the meaning set forth in the preamble to this Agreement. "Depositary" shall mean The Depository Trust Company, or any other depositary appointed by the Company; provided, however, that such depositary must have an address in the Borough of Manhattan, The City of New York. "Effectiveness Period" shall have the meaning set forth in Section 2(b) hereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Exchange Debentures" shall mean the 7-3/8% Debentures due 2018 issued by the Company under the Indenture containing terms identical in all material respects to the Debentures (except that (i) interest thereon shall accrue from the last date on which interest was paid or duly provided for on the Debentures or, if no such interest has been paid, from the date of their original issue, (ii) they will not contain terms with respect to transfer restrictions under the Securities Act and (iii) they will not provide for any Special Interest Premium thereon) to be offered to Holders of Debentures in exchange for Debentures pursuant to the Exchange Offer. "Exchange Notes" shall mean the 6-1/2% Notes due 2003 issued by the Company under the Indenture containing terms identical in all material respects to the Notes (except that (i) interest thereon shall accrue from the last date on which interest was paid or duly provided for on the Notes or, if no such interest has been paid, from the date of their original issue, (ii) they will not contain terms with respect to transfer restrictions under the Securities Act and (iii) they will not provide for any Special Interest Premium thereon) to be offered to Holders of Notes in exchange for Notes pursuant to the Exchange Offer. "Exchange Offer" shall mean the offer by the Company to the Holders to exchange all of the Registrable Notes and Registrable Debentures for a like amount of Exchange Notes and Exchange Debentures pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. "Exchange Period" shall have the meaning set forth in Section 2(a) hereof. "Holder" shall mean any Initial Purchaser, for so long as it owns any Registrable Notes or Registrable Debentures, and each of its successors, assigns and direct and indirect transferees who become registered owners of Registrable Notes or Registrable Debentures, as the case may be, under the Indenture. "Indenture" shall mean the Indenture, dated as of August 1, 1998, between the Company, as issuer, and The Bank of New York, as trustee, as the same may be amended or supplemented from time to time in accordance with the terms thereof. "Initial Purchasers" shall mean Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., Chase Securities Inc. and Salomon Brothers Inc. "Inspectors" shall have the meaning set forth in Section 3(n) hereof. 2 "Issue Date" shall mean August 4, 1998, the date of delivery of the Notes and the Debentures from the Company to the Initial Purchasers. "Issuer" shall mean the Company as defined in the preamble hereto. "Majority Holders" shall mean, as the context requires, the Holders of a majority of the aggregate principal amount of outstanding Notes and Exchange Notes or the Holders of a majority of the aggregate principal amount of outstanding Debentures and Exchange Debentures, as the case may be. "Notes" shall have the meaning set forth in the preamble to this Agreement. "Participating Broker-Dealer" shall have the meaning set forth in Section 3(t) hereof. "Person" shall mean an individual, partnership, corporation, trust or unincorporated organization, limited liability corporation, or a government or agency or political subdivision thereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Notes or Registrable Debentures covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all documents incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble to this Agreement. "Records" shall have the meaning set forth in Section 3(n) hereof. "Registrable Debentures" shall mean the Debentures; provided, however, that any Debentures shall cease to be Registrable Debentures when any of the following occurs: (i) a Registration Statement with respect to such Debentures for the exchange or resale thereof shall have been declared effective under the Securities Act and such Debentures shall have been disposed of pursuant to such Registration Statement, (ii) such Debentures shall have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or are eligible to be sold without restriction as contemplated by Rule 144(k), (iii) such Debentures shall have ceased to be outstanding or (iv) no Shelf Registration Event has occurred and the Exchange Offer has concluded in accordance with the provisions hereof. "Registrable Notes" shall mean the Notes; provided, however, that any Notes shall cease to be Registrable Notes when any of the following occurs: (i) a Registration Statement with respect to such Notes for the exchange or resale thereof shall have been declared effective under the Securities Act and such Notes shall have been disposed of pursuant to such Registration Statement, (ii) such Notes shall have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or are eligible to be 3 sold without restriction as contemplated by Rule 144(k), (iii) such Notes shall have ceased to be outstanding or (iv) no Shelf Registration Event has occurred and the Exchange Offer has concluded in accordance with the provisions hereof. "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC or National Association of Securities Dealers, Inc. (the "NASD") registration and filing fees, including, if applicable, the fees and expenses of any "qualified independent underwriter" (and its counsel) that is required to be retained by any Holder of Registrable Notes or Registrable Debentures in accordance with the rules and regulations of the NASD, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for all underwriters and Holders as a group in connection with blue sky qualification of any of the Exchange Notes, Exchange Debentures, Registrable Notes or Registrable Debentures) and compliance with the rules of the NASD, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, and in preparing or assisting in preparing, printing and distributing any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) the fees and disbursements of counsel for the Company and of the independent certified public accountants of the Company and its subsidiaries, including the expenses of any "cold comfort" letters required by or incident to the performance of and compliance with this Agreement, (vi) the reasonable fees and expenses of the Trustee and its counsel and any exchange agent or custodian, and (vii) the reasonable fees and expenses of any special experts retained by the Company in connection with any Registration Statement. "Registration Statement" shall mean any registration statement of the Company which covers any of the Exchange Notes, Exchange Debentures, Registrable Notes or Registrable Debentures pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. "Rule 144(k) Period" shall mean the period of two years (or such shorter period as may hereafter be referred to in Rule 144(k) under the Securities Act (or similar successor rule)) commencing on the Issue Date. "SEC" shall mean the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended from time to time. "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. "Shelf Registration Event" shall have the meaning set forth in Section 2(b) hereof. "Shelf Registration Event Date" shall have the meaning set forth in Section 2(b) hereof. 4 "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company pursuant to the provisions of Section 2(b) hereof which covers all of the Registrable Notes and Registrable Debentures (except Registrable Notes and Registrable Debentures which the Holders have elected not to include in such Shelf Registration Statement or the Holders of which have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under the penultimate sentence of Section 2(b) hereof) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein. "Special Interest Premium" shall have the meaning set forth in Section 2(e) hereof. "TIA" shall have the meaning set forth in Section 3(k) hereof. "Trustee" shall mean the trustee under the Indenture. 2. Registration Under the Securities Act. (a) Exchange Offer. Except as set forth in Section 2(b) below, the Company shall, for the benefit of the Holders, at the Company's cost, use its reasonable best efforts to (i) file with the SEC within 90 calendar days after the Issue Date an Exchange Offer Registration Statement on an appropriate form under the Securities Act relating to the Exchange Offer, (ii) cause such Exchange Offer Registration Statement to be declared effective under the Securities Act by the SEC not later than the date which is 150 calendar days after the Issue Date, (iii) keep such Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer if required by applicable law) after the date notice of the Exchange Offer is mailed to the Holders and (iv) cause the Exchange Offer to be consummated within 180 calendar days after the Issue Date. Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Notes or Registrable Debentures for a like principal amount of Exchange Notes or Exchange Debentures, respectively (provided that such Holder (i) is not an Affiliate of the Company, (ii) is not a broker-dealer tendering Registrable Notes or Registrable Debentures acquired directly from the Company, (iii) acquires the Exchange Notes or the Exchange Debentures, as applicable, in the ordinary course of such Holder's business and (iv) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing the Exchange Notes or Exchange Debentures) to transfer such Exchange Notes and/or such Exchange Debentures from and after their receipt without any limitations or restrictions under the Securities Act and under state securities or blue sky laws. In connection with the Exchange Offer, the Company shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 5 (ii) keep the Exchange Offer open for acceptance for a period of not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law) (such period referred to herein as the "Exchange Period"); (iii) utilize the services of the Depositary for the Exchange Offer with respect to Notes and Debentures represented by a global certificate; (iv) permit Holders to withdraw tendered Registrable Notes and Registrable Debentures at any time prior to the close of business, New York City time, on the last Business Day of the Exchange Period, by sending to the institution specified in the notice to Holders, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the series and principal amount of Registrable Notes and/or Registrable Debentures delivered for exchange, and a statement that such Holder is withdrawing his election to have such Registrable Notes and/or Registrable Debentures exchanged; (v) notify each Holder that any Registrable Note or Registrable Debenture not tendered by such Holder in the Exchange Offer will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (vi) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange all Registrable Notes and Registrable Debentures or portions thereof duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Notes and Registrable Debentures or portions thereof so accepted for exchange by the Company; and (iii) issue, and cause the Trustee under the Indenture to promptly authenticate and deliver to each Holder, Exchange Notes of the same series equal in principal amount to the principal amount of the Registrable Notes as are surrendered by such Holder, and Exchange Debentures of the same series equal in principal amount to the principal amount of the Registrable Debentures as are surrendered by such Holder. Interest on each Exchange Note and Exchange Debenture issued pursuant to the Exchange Offer will accrue from the last date on which interest was paid or duly provided for on the Registrable Note or Registrable Debenture surrendered in exchange therefor or, if no interest has been paid on such Registrable Note or such Registrable Debenture, from the Issue Date. To the extent not prohibited by any law or applicable interpretation of the staff of the SEC, the Company shall use reasonable best efforts to complete the Exchange Offer as provided above, and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions other than the conditions referred to in Section 2(b)(i) and (ii) below 6 and those conditions that are customary in similar exchange offers. Each Holder of Registrable Notes or Registrable Debentures who wishes to exchange such Registrable Notes or Registrable Debentures for Exchange Notes or Exchange Debentures in the Exchange Offer will be required to make certain customary representations in connection therewith, including, in the case of any Holder, representations that (i) it is not an Affiliate of the Company, (ii) it is not a broker-dealer tendering Registrable Notes or Registrable Debentures acquired directly from the Company, (iii) the Exchange Notes or Exchange Debentures to be received by it are being acquired in the ordinary course of its business and (iv) at the time of the Exchange Offer, it has no arrangements or understandings with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures. The Company shall inform the Initial Purchasers, after consultation with the Trustee, of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders in order to facilitate the tender of Registrable Notes or Registrable Debentures in the Exchange Offer. Upon consummation of the Exchange Offer in accordance with this Section 2(a), the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Exchange Notes and Exchange Debentures held by Participating Broker-Dealers, and the Company shall have no further obligation to register the Registrable Notes or Registrable Debentures held by any Holder pursuant to Section 2(b) of this Agreement. (b) Shelf Registration. If (i) because of any change in law or in currently prevailing interpretations thereof by the staff of the SEC, the Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not consummated within 180 days after the Issue Date or (iii) upon the request of any Initial Purchaser with respect to any Registrable Notes or Registrable Debentures held by it, if such Initial Purchaser is not permitted, in the reasonable opinion of Brown & Wood llp, pursuant to applicable law or applicable interpretations of the staff of the SEC, to participate in the Exchange Offer and thereby receive securities that are freely tradeable without restriction under the Securities Act and applicable blue sky or state securities laws (any of the events specified in (i), (ii) or (iii) being a "Shelf Registration Event", and the date of occurrence thereof, the "Shelf Registration Event Date"), then in addition to or in lieu of conducting the Exchange Offer contemplated by Section 2(a), as the case may be, the Company shall promptly notify the Holders in writing thereof and shall, at its cost, file as promptly as practicable after such Shelf Registration Event Date and, in any event, within 90 days after such Shelf Registration Event Date, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Notes and all of the Registrable Debentures (other than Registrable Notes and Registrable Debentures owned by Holders who have elected not to include such Registrable Notes or Registrable Debentures in such Shelf Registration Statement or who have not complied with their obligations under the penultimate paragraph of Section 3 hereof or under the penultimate sentence of this Section 2(b), and shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable. No Holder of Registrable Notes or Registrable Debentures shall be entitled to include any of its Registrable Notes or Registrable Debentures in any Shelf Registration pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Company in writing, within 15 days after receipt of a request therefor, such information as the Company may, after conferring 7 with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees to furnish to the Company all information with respect to such Holder necessary to make the information previously furnished to the Company by such Holder not materially misleading. The Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and the Prospectus usable for resales for the earlier of: (a) the Rule 144(k) Period or (b) such time as all of the securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be Registrable Notes or Registrable Debentures (the "Effectiveness Period"). The Company shall not permit any securities other than (i) the Company's issued and outstanding securities currently possessing incidental registration rights (ii) Registrable Notes and (iii) Registrable Debentures, to be included in the Shelf Registration. The Company will, in the event a Shelf Registration Statement is declared effective, provide to each Holder of Registrable Notes or Registrable Debentures covered thereby a reasonable number of copies of the Prospectus which is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration has become effective and take any other action required to permit unrestricted resales of the Registrable Notes and Registrable Debentures. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registrations, and the Company agrees to furnish to the Holders of Registrable Notes or Registrable Debentures covered by such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) Expenses. The Company shall pay all Registration Expenses in connection with any Registration Statement filed pursuant to Section 2(a) and/or 2(b) hereof and will reimburse the Initial Purchasers for the reasonable fees and disbursements of Brown & Wood llp incurred in connection with the Exchange Offer. Except as provided herein, each Holder shall pay all expenses of its counsel, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Notes or Registrable Debentures pursuant to the Shelf Registration Statement. (d) Effective Registration Statement. An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared effective, the offering of Registrable Notes and Registrable Debentures pursuant to such Exchange Offer Registration Statement or Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Exchange Offer Registration Statement or Shelf Registration Statement will be deemed not to have been effective during the period of such interference, until the offering of Registrable Notes and Registrable Debentures pursuant to such Registration Statement may legally resume. The Company will be deemed not to have used its reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, 8 effective during the requisite period if it voluntarily takes any action that would result in any such Registration Statement not being declared effective or that would result in the Holders of Registrable Notes or Registrable Debentures covered thereby not being able to exchange or offer and sell such Registrable Notes or such Registrable Debentures during that period, unless such action is required by applicable law. (e) Special Interest Premium. In the event that: (i) the Exchange Offer Registration Statement is not filed with the SEC on or prior to the 90th day after the Issue Date, then, commencing on the 91st day after the Issue Date, a special interest premium (the "Special Interest Premium") shall accrue on the principal amount of each of the Notes and the Debentures at a rate of 0.25% per annum; (ii) the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 150th day after the Issue Date, then, commencing on the 151st day after the Issue Date, a Special Interest Premium shall accrue on the principal amount of each of the Notes and the Debentures at a rate of 0.25% per annum; (iii) (A) the Company has not exchanged Exchange Notes and Exchange Debentures for all Registrable Notes and Registrable Debentures, respectively, validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if the Shelf Registration Statement is required to be filed pursuant to Section 2(b) but is not declared effective by the SEC on or prior to the 180th day after the Issue Date, then, commencing on the 181st day after the Issue Date, a Special Interest Premium shall accrue on the principal amount of each of the Notes and the Debentures at the rate of 0.25% per annum; or (iv) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable for resales (A) at any time prior to the expiration of the Effectiveness Period or (B) if related to corporate developments, public filings or similar events or to correct a material misstatement or omission in the Prospectus, for more than 60 days (whether or not consecutive) in any twelve- month period, then a Special Interest Premium shall accrue on the principal amount of each of the Notes and the Debentures at a rate of 0.25% per annum commencing on the day (in the case of (A) above), or the 61st day after (in the case of (B) above), such Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable for resales; provided, however, that the aggregate amount of the Special Interest Premium in respect of each of the Notes and the Debentures may not exceed 0.25% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (in the case of clause (ii) above), (3) upon the exchange of Exchange Notes and Exchange Debentures for all Registrable Notes and Registrable Debentures, respectively, validly tendered (in the case of clause (iii)(A) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (iii) (B) above) or (4) the earlier of (y) such time as the Shelf Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for resales again becomes effective and usable for resales and (z) the expiration of the Effectiveness Period (in the case of clause (iv) above), the Special Interest Premium on the principal amount of each 9 of the Notes and the Debentures as a result of such clause (or the relevant subclause thereof) shall cease to accrue; provided, further, however, that if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 150th day after the Issue Date and the Company shall request Holders to provide the information required by the SEC for inclusion in the Shelf Registration Statement, the Notes and the Debentures owned by Holders who do not provide such information when required pursuant to Section 2(b) will not be entitled to any Special Interest Premium for any day after the 180th day after the Issue Date. Any Special Interest Premium due pursuant to Section 2(e)(i), (ii), (iii) or (iv) above will be payable in cash on the next succeeding February 1 or August 1, as the case may be, to Holders on the relevant record dates for the payment of interest pursuant to the Indenture. (f) Specific Enforcement. Without limiting the remedies available to the Holders, the Company acknowledges that any failure by the Company to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Holders for which there is no adequate remedy at law, that it would not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 2(a) and Section 2(b) hereof. 3. Registration Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to Sections 2(a) and 2(b) hereof, the Company shall use its reasonable best efforts to: (a) prepare and file with the SEC a Registration Statement or Registration Statements as prescribed by Sections 2(a) and 2(b) hereof within the relevant time period specified in Section 2 hereof on the appropriate form under the Securities Act, which form shall (i) be selected by the Company, (ii) in the case of a Shelf Registration, be available for the sale of the Registrable Notes and the Registrable Debentures by the selling Holders thereof and, in the case of an Exchange Offer, be available for the exchange of Registrable Notes and Registrable Debentures, and (iii) comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; the Company shall use its reasonable best efforts to cause such Registration Statement to become effective and remain effective (and, in the case of a Shelf Registration Statement, the Prospectus to be usable for resales) in accordance with Section 2 hereof; provided, however, that if (1) such filing is pursuant to Section 2(b), or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes or Exchange Debentures, before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company shall furnish to and afford the Holders of the Registrable Notes and Registrable Debentures and each such Participating Broker- Dealer, as the case may be, covered by such Registration Statement, their counsel and the managing 10 underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed; and the Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto in respect of which the Holders must be afforded an opportunity to review prior to the filing of such document if the Majority Holders of either or both the Registrable Notes or Registrable Debentures, depending solely upon which Holders must be afforded the opportunity of such review, or such Participating Broker-Dealer, as the case may be, their counsel or the managing underwriters, if any, shall reasonably object in a timely manner; (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the Effectiveness Period or the Applicable Period, as the case may be, and cause each Prospectus to be supplemented, if so determined by the Company or requested by the SEC, by any required prospectus supplement and as so supplemented to be filed pursuant to Rule 424 (or any similar provision then in force) under the Securities Act, and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder applicable to it with respect to the disposition of all securities covered by each Registration Statement during the Effectiveness Period or the Applicable Period, as the case may be, in accordance with the intended method or methods of distribution by the selling Holders thereof described in this Agreement (including sales by any Participating Broker-Dealer); (c) in the case of a Shelf Registration, (i) notify each Holder of Registrable Notes and Registrable Debentures included in the Shelf Registration Statement, at least three Business Days prior to filing, that a Shelf Registration Statement with respect to the Registrable Notes and the Registrable Debentures is being filed and advising such Holder that the distribution of Registrable Notes and Registrable Debentures will be made in accordance with the method selected by (1) the Majority Holders of the Registrable Notes solely in respect to the method of distribution for the Registrable Notes and (2) the Majority Holders of the Registrable Debentures solely in respect to the method of distribution for the Registrable Debentures, (ii) furnish to each Holder of Registrable Notes and Registrable Debentures included in the Shelf Registration Statement and to each underwriter of an underwritten offering of Registrable Notes and Registrable Debentures, if any, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto, and such other documents as such Holder or underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Notes and Registrable Debentures and (iii) consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Notes and Registrable Debentures included in the Shelf Registration Statement in connection with the offering and sale of the Registrable Notes and Registrable Debentures covered by the Prospectus or any amendment or supplement thereto; 11 (d) in the case of a Shelf Registration, register or qualify the Registrable Notes and Registrable Debentures under all applicable state securities or "blue sky" laws of such jurisdictions by the time the applicable Registration Statement is declared effective by the SEC as any Holder of Registrable Notes or Registrable Debentures covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Notes or Registrable Debentures shall reasonably request in writing in advance of such date of effectiveness, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Notes or Registrable Debentures owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process in any jurisdiction where it would not otherwise be subject to such service of process or (iii) subject itself to taxation in any such jurisdiction if it is not then so subject; (e) (1) in the case of a Shelf Registration or (2) if Participating Broker-Dealers from whom the Company has received prior written notice that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in Section 3(t) hereof, are seeking to sell Exchange Notes or Exchange Debentures and are required to deliver Prospectuses, promptly notify each Holder of Registrable Notes and Registrable Debentures, or such Participating Broker- Dealers, as the case may be, their counsel and the managing underwriters, if any, and promptly confirm such notice in writing (i) when a Registration Statement has become effective and when any post- effective amendments thereto become effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the qualification of the Registrable Notes, the Registrable Debentures, the Exchange Notes or the Exchange Debentures to be offered or sold by any Participating Broker-Dealer in any jurisdiction described in Section 3(d) hereof or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Notes or Registrable Debentures covered thereby, the representations and warranties of the Company contained in any purchase agreement, securities sales agreement or other similar agreement cease to be true and correct in all material respects, (v) of the happening of any event or the failure of any event to occur or the discovery of any facts, during the Effectiveness Period, which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or which causes such Registration Statement or Prospectus to omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, as well as any other corporate developments, public filings with the SEC or similar events causing such 12 Registration Statement not to be effective or the Prospectus not to be useable for resales and (vi) of the reasonable determination of the Company that a post-effective amendment to the Registration Statement would be appropriate; (f) obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes and Registrable Debentures included within the coverage of such Shelf Registration Statement, without charge, at least one conformed copy of each Registration Statement relating to such Shelf Registration and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Notes and Registrable Debentures to facilitate the timely preparation and delivery of certificates representing Registrable Notes and Registrable Debentures to be sold and not bearing any restrictive legends (except any customary legend borne by securities held through The Depository Trust Company or any similar depository) and in such denominations (consistent with the provisions of the Indenture and the officers' certificate establishing the forms and the terms of the Notes and the Debentures pursuant to the Indenture) and registered in such names as the selling Holders or the underwriters may reasonably request at least two Business Days prior to the closing of any sale of Registrable Notes or Registrable Debentures pursuant to such Shelf Registration Statement; (i) in the case of a Shelf Registration or an Exchange Offer Registration, promptly after the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) (subject to a 60-day grace period within any twelve-month period) or 3(e)(vi) hereof, prepare a supplement or post-effective amendment to such Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes and Registrable Debentures, such Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify each Holder to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and each Holder hereby agrees to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission; (j) obtain a CUSIP number for the Exchange Notes and the Exchange Debentures or the Registrable Notes and the Registrable Debentures, as the case may be, not later than the effective date of a Registration Statement, and provide the Trustee with certificates for the Exchange Notes, the Exchange Debentures, the 13 Registrable Notes or the Registrable Debentures, as the case may be, in a form eligible for deposit with the Depositary; (k) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Notes and Exchange Debentures or Registrable Notes and Registrable Debentures, as the case may be, and effect such changes to such documents as may be required for them to be so qualified in accordance with the terms of the TIA and execute, and cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such documents to be so qualified in a timely manner; (l) in the case of a Shelf Registration, enter into such agreements (including underwriting agreements) as are customary in underwritten offerings and take all such other appropriate actions in connection therewith as are reasonably requested by (1) in the case of the Registrable Notes, the Holders of at least 25% in aggregate principal amount of the Registrable Notes in order to expedite or facilitate the registration or the disposition of the Registrable Notes and (2) in the case of the Registrable Debentures, the Holders of at least 25% in aggregate principal amount of the Registrable Debentures in order to expedite or facilitate the registration or the disposition of the Registrable Debentures; (m) in the case of a Shelf Registration, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, if requested by (x) an Initial Purchaser, in the case where such Initial Purchaser holds Notes or Debentures acquired by it as part of its initial placement and (y) Holders of at least 25% in aggregate principal amount of the Registrable Notes or 25% in aggregate principal amount of Registrable Debentures, as the case may be, covered thereby: (i) make such representations and warranties to Holders of such Registrable Notes or Registrable Debentures and the underwriters (if any), with respect to the business of the Company and the subsidiaries of the Company as then conducted and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain opinions of counsel to the Company and updates thereof (which may be in the form of a reliance letter) in form and substance reasonably satisfactory to the managing underwriters (if any) and the Holders of a majority in amount of the Registrable Notes or Registrable Debentures being sold, addressed to each selling Holder and the underwriters (if any) covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such underwriters (it being agreed that the matters to be covered by such opinion may be subject to customary qualifications and exceptions); (iii) obtain "cold comfort" letters and updates thereof in form and substance reasonably satisfactory to the managing underwriters from the independent certified public accountants of the Company and its subsidiaries (and, if necessary, any other independent certified public accountants of any business acquired or to be acquired by the 14 Company for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings and such other matters as reasonably requested by such underwriters in accordance with Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 4 hereof (or such other provisions and procedures acceptable to Holders of a majority (1) in aggregate principal amount of Registrable Notes or (2) in aggregate principal amount of Registrable Debentures, as the context requires, covered by such Registration Statement and the managing underwriters) customary for such agreements with respect to all parties to be indemnified pursuant to said Section (including, without limitation, such underwriters and selling Holders); and in the case of an underwritten registration, the above requirements shall be satisfied at each closing under the related underwriting agreement or as and to the extent required thereunder; (n) if (1) a Shelf Registration is filed pursuant to Section 2(b) or (2) a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section 2(a) is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes or Exchange Debentures during the Applicable Period, make reasonably available for inspection by any selling Holder of Registrable Notes or Registrable Debentures or Participating Broker- Dealer, as applicable, who certifies to the Company that it has a current intention to sell Registrable Notes or Registrable Debentures pursuant to the Shelf Registration, any underwriter participating in any such disposition of Registrable Notes or Registrable Debentures, if any, and any attorney, accountant or other agent retained by any such selling Holder, Participating Broker-Dealer, as the case may be, or underwriter (collectively, the "Inspectors"), at the offices where normally kept, during the Company's normal business hours, all financial and other records, pertinent organizational and operational documents and properties of the Company and its subsidiaries (collectively, the "Records") as shall be reasonably necessary to enable them to conduct due diligence activities, and cause the officers, trustees and employees of the Company and its subsidiaries to supply all relevant information in each case reasonably requested by any such Inspector in connection with such Registration Statement; records and information which the Company determines, in good faith, to be confidential and any Records and information which it notifies the Inspectors are confidential shall not be disclosed to any Inspector except where (i) the disclosure of such Records or information is necessary to avoid or correct a material misstatement or omission in such Registration Statement, (ii) the release of such Records or information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is necessary in connection with any action, suit or proceeding or (iii) such Records or information previously has been made generally available to the public; each selling Holder of such Registrable Notes or Registrable Debentures and each such Participating Broker-Dealer will be required to agree in writing that Records and 15 information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public through no fault of an Inspector or a selling Holder; and each selling Holder of such Registrable Notes or Registrable Debentures and each such Participating Broker-Dealer will be required to further agree in writing that it will, upon learning that disclosure of such Records or information is sought in a court of competent jurisdiction, or in connection with any action, suit or proceeding, give notice to the Company and allow the Company at its expense to undertake appropriate action to prevent disclosure of the Records and information deemed confidential; (o) comply with all applicable rules and regulations of the SEC so long as any provision of this Agreement shall be applicable and make generally available to its securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 60 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes and/or Registrable Debentures are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said 12-month periods, provided that the obligations under this paragraph (o) shall be satisfied by the timely filing of quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act; (p) upon consummation of an Exchange Offer, if requested by the Trustee, obtain an opinion of counsel to the Company addressed to the Trustee for the benefit of all Holders of Registrable Notes or Registable Debentures participating in the Exchange Offer, substantially to the effect that (i) the Company has duly authorized, executed and delivered the Exchange Notes or Exchange Debentures, as the case may be, and (ii) each of the Exchange Notes or Exchange Debentures constitutes a legal, valid and binding obligation of the Company, enforceable against the Company, in accordance with its respective terms (in each case, with customary exceptions); (q) if an Exchange Offer is to be consummated, upon delivery of the Registrable Notes and Registrable Debentures by Holders to the Company (or to such other Person as directed by the Company), in exchange for the Exchange Notes and Exchange Debentures, the Company shall mark, or cause to be marked, on such Registrable Notes and Registrable Debentures delivered by such Holders that such Registrable Notes and Registrable Debentures are being cancelled in exchange for the Exchange Notes and Exchange Debentures; it being understood that in no event shall such Registrable Notes or Registrable Debentures be marked as paid or otherwise satisfied; 16 (r) cooperate with each seller of Registrable Notes or Registrable Debentures covered by any Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Notes or Registrable Debentures and their respective counsel in connection with any filings required to be made with the NASD; (s) take all other steps necessary to effect the registration of the Registrable Notes and Registrable Debentures covered by a Registration Statement contemplated hereby; (t) (A) in the case of the Exchange Offer Registration Statement (i) include in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," which section shall be reasonably acceptable to the Initial Purchasers or another representative of the Participating Broker-Dealers, and which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential "underwriter" status of any broker- dealer that holds Registrable Notes or Registrable Debentures acquired for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer") and that will be the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes or Exchange Debentures to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of the Initial Purchasers or such other representative, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Notes for Registrable Notes and/or Exchange Debentures for Registrable Debentures pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes or Exchange Debentures, (ii) furnish to each Participating Broker-Dealer who has delivered to the Company the notice referred to in Section 3(e), without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary Prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request (the Company hereby consents to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto by any Person subject to the prospectus delivery requirements of the Securities Act, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Notes or Exchange Debentures covered by the Prospectus or any amendment or supplement thereto), (iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such Persons must comply with such requirements under the Securities Act and applicable rules and regulations in order to resell the Exchange Notes or the Exchange Debentures; provided, however, that such period shall not be required to exceed 180 days (or such longer 17 period if extended pursuant to the last sentence of Section 3 hereof) (the "Applicable Period"), and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision: "If the exchange offeree is a broker-dealer holding Registrable Notes or Registrable Debentures acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes or Exchange Debentures received in respect of such Registrable Notes or Registrable Debentures pursuant to the Exchange Offer"; and (y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and by delivering a Prospectus in connection with the exchange of Registrable Notes or Registrable Debentures, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act; and (B) in the case of any Exchange Offer Registration Statement, the Company agrees to deliver to the Initial Purchasers or to another representative of the Participating Broker-Dealers, if reasonably requested by an Initial Purchaser or such other representative of Participating Broker-Dealers, on behalf of the Participating Broker- Dealers upon consummation of the Exchange Offer (i) an opinion of counsel in form and substance reasonably satisfactory to such Initial Purchaser or such other representative of the Participating Broker- Dealers, covering the matters customarily covered in opinions requested in connection with Exchange Offer Registration Statements and such other matters as may be reasonably requested (it being agreed that the matters to be covered by such opinion may be subject to customary qualifications and exceptions), (ii) an officers' certificate containing certifications substantially similar to those set forth in Section 5(c) of the Purchase Agreement and such additional certifications as are customarily delivered in a public offering of debt securities and (iii) upon the effectiveness of the Exchange Offer Registration Statement, comfort letters, in each case, in customary form if permitted by Statement on Auditing Standards No. 72. The Company may require each seller of Registrable Notes or Registrable Debentures as to which any registration is being effected to furnish to the Company such information regarding such seller as may be required by the staff of the SEC to be included in a Registration Statement. The Company may exclude from such registration the Registrable Notes and the Registrable Debentures of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request. The Company shall have no obligation to register under the Securities Act the Registrable Notes or Registrable Debentures of a seller who so fails to furnish such information. 18 In the case of a Shelf Registration Statement, or if Participating Broker-Dealers who have notified the Company that they will be utilizing the Prospectus contained in the Exchange Offer Registration Statement as provided in this Section 3(t) hereof are seeking to sell Exchange Notes or Exchange Debentures and are required to deliver Prospectuses, each Holder agrees that, upon receipt of any notice from the Company of the occurrence of any event specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue disposition of Registrable Notes and Registrable Debentures pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or until it is advised in writing (the "Advice") by the Company that the use of the applicable Prospectus may be resumed, and, if so directed by the Company, such Holder will deliver to the Company (at the Company's expense) all copies in such Holder's possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Notes, Registrable Debentures, Exchange Notes, or Exchange Debentures, as the case may be, current at the time of receipt of such notice. If the Company shall give any such notice to suspend the disposition of Registrable Notes, Registrable Debentures, Exchange Notes or Exchangeable Debentures , as the case may be, pursuant to a Registration Statement, the Company shall use its reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable after the resolution of the related matters an amendment or supplement to the Registration Statement and shall extend the period during which such Registration Statement is required to be maintained effective and the Prospectus usable for resales pursuant to this Agreement by the number of days in the period from and including the date of the giving of such notice to and including the date when the Company shall have made available to the Holders (x) copies of the supplemented or amended Prospectus necessary to resume such dispositions or (y) the Advice. 4. Indemnification and Contribution. (a) In connection with any Registration Statement, the Company shall indemnify and hold harmless the Initial Purchasers, each Holder, each underwriter who participates in an offering of the Registrable Notes or Registrable Debentures, each Participating Broker-Dealer, each Person, if any, who controls any of such parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective directors, officers, employees and agents, as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment or supplement thereto), covering Registrable Notes, Registrable Debentures, Exchange Notes, or Exchange Debentures, as applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4(d) hereof) any such settlement is effected with the prior written consent of the Company; and 19 (iii) against any and all expenses whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by such Holder, such Participating Broker-Dealer, or any underwriter (except to the extent otherwise expressly provided in Section 4(c) hereof)), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) of this Section 4(a); provided, however, that this indemnity does not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished in writing to the Company by the Initial Purchasers or such Holder, underwriter or Participating Broker-Dealer for use in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). (b) Each of the Initial Purchasers and each Holder, underwriter or Participating Broken-Dealer agrees, severally and not jointly, to indemnify and hold harmless the Company and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense whatsoever described in the indemnity contained in Section 4(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in a Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in such Registration Statement (or any amendment thereto), or any such Prospectus (or any amendment or supplement thereto); provided, however, that in the case of a Shelf Registration Statement, no such Holder shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Notes or Registrable Debentures pursuant to such Shelf Registration Statement. (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have under this Section 4 to the extent that it is not materially prejudiced by such failure as a result thereof, and in any event shall not relieve it from liability which it may have otherwise on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 4(a) or (b) above, counsel to the indemnified parties shall be selected by such parties. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to local counsel), separate from their own counsel, for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified 20 parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional written release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have validly requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 4(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. (e) In order to provide for just and equitable contribution in circumstances under which any of the indemnity provisions set forth in this Section 4 is for any reason held to be unenforceable by an indemnified party although applicable in accordance with its terms, the Company and the Holders shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement incurred by the Company and the Holders, as incurred; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person that was not guilty of such fraudulent misrepresentation. As between the Company and the Holders, such parties shall contribute to such aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by such indemnity agreement in such proportion as shall be appropriate to reflect the relative fault of the Company, on the one hand, and the Holders, on the other hand, with respect to the statements or omissions which resulted in such loss, liability, claim, damage or expense, or action in respect thereof, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Holders, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by or on behalf of the Holders, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 4 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the relevant equitable considerations. For purposes of this Section 4, each Affiliate of a Holder, and each director, officer and employee and Person, if any, who controls a Holder or such Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Holder and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company. 21 5. Participation in an Underwritten Registration. No Holder may participate in an underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Notes or Registrable Debentures on the basis provided in the underwriting arrangement approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements. 6. Selection of Underwriters. The Holders of Registrable Notes and/or Registrable Debentures covered by the Shelf Registration Statement who desire to do so may sell the Securities covered by such Shelf Registration in an underwritten offering, subject to the provisions of Section 3(l) hereof. In any such underwritten offering, the underwriter or underwriters and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Registrable Notes and/or a majority in aggregate principal amount of the Registrable Debentures included in such offering; provided, however, that such underwriters and managers must be reasonably satisfactory to the Company. 7. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange Act and any Registrable Notes or Registrable Debentures remain outstanding, the Company will file the reports required to be filed by it under the Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the SEC thereunder; provided, however, that if the Company ceases to be so required to file such reports, it will, upon the request of any Holder of Registrable Notes or Registrable Debentures, (a) make publicly available such information as is necessary to permit sales of its securities pursuant to Rule 144 under the Securities Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales of its securities pursuant to Rule 144A under the Securities Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Notes or Registrable Debentures without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Notes or Registrable Debentures, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements. (b) No Inconsistent Agreements. The Company has not entered into, nor will the Company on or after the date of this Agreement enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Notes or the Registrable Debentures in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's other issued and outstanding securities under any such agreements. (c) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or 22 consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Holders of a majority in aggregate principal amount of the outstanding Registrable Notes or a majority in aggregate principal amount of the outstanding Registrable Debentures affected by such amendment, modification, supplement, waiver or departure; provided that no amendment, modification or supplement or waiver or consent to the departure with respect to the provisions of Section 4 hereof shall be effective as against any Holder of Registrable Notes or Registrable Debentures unless consented to in writing by such Holder of Registrable Notes or Registrable Debentures. Notwithstanding the foregoing sentence, (i) this Agreement may be amended, without the consent of any Holder of Registrable Notes or Registrable Debentures, by written agreement signed by the Company and the Initial Purchasers, to cure any ambiguity, correct or supplement any provision of this Agreement that may be inconsistent with any other provision of this Agreement or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with other provisions of this Agreement, (ii) this Agreement may be amended, modified or supplemented, and waivers and consents to departures from the provisions hereof may be given, by written agreement signed by the Company and the Initial Purchasers to the extent that any such amendment, modification, supplement, waiver or consent is, in their reasonable judgment, necessary or appropriate to comply with applicable law (including any interpretation of the Staff of the SEC) or any change therein and (iii) to the extent any provision of this Agreement relates to an Initial Purchaser, such provision may be amended, modified or supplemented, and waivers or consents to departures from such provisions may be given, by written agreement signed by such Initial Purchaser and the Company. (d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first- class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 7(d), which address initially is, with respect to each Initial Purchaser, the address set forth in the Purchase Agreement; and (ii) if to the Company, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(d). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of the Initial Purchasers, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Notes or Registrable Debentures in violation of the terms of the 23 Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Notes or Registrable Debentures in any manner, whether by operation of law or otherwise, such Registrable Notes or Registrable Debentures shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Notes or Registrable Debentures, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. (f) Third Party Beneficiaries. Each Holder and any Participating Broker-Dealer shall be third party beneficiaries of the agreements made hereunder between the Initial Purchasers and the Company, and the Initial Purchasers shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE MATTERS CONTEMPLATED HEREBY, IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL JURISDICTION AND IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 24 (k) Securities Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registrable Notes or Registrable Debentures is required hereunder, Registrable Notes or Registrable Debentures held by the Company or its Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 25 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. IMC GLOBAL INC. By: /s/ E. Paul Dunn, Jr. ----------------------------------- Name: E. Paul Dunn, Jr. Title: Vice President and Treasurer Confirmed and accepted as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED J.P. MORGAN SECURITIES INC. CHASE SECURITIES INC. SALOMON BROTHERS INC By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED For itself and as Representative of the several Initial Purchasers By: /s/ Janet Mitchell ----------------------------------- Authorized Signatory 26 EX-5 6 OPINION OF KIRKLAND & ELLIS EXHIBIT 5 [LETTERHEAD OF KIRKLAND & ELLIS] September 18, 1998 To: IMC Global Inc. 2100 Sanders Road Northbrook, IL 60062 Re: IMC Global Inc. 6 1/2% Notes due 2003 and 7 3/8% Debentures due 2018 Ladies and Gentlemen: We are issuing this letter in our capacity as special counsel to IMC Global Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of up to $200,000,000 in aggregate principal amount of the Company's 6 1/2% Notes due 2003 (the "Exchange Notes") and of up to $100,000,000 in aggregate principal amount of the Company's 7 3/8% Debentures due 2018 (the "Exchange Debentures") pursuant to a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the "Commission") on or about September 18, 1998 under the Securities Act of 1933, as amended (the "Securities Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"), for the purpose of effecting an exchange offer (the "Exchange Offer") for the Company's 6 1/2% Notes due 2003 (the "Old Notes") and the Company's 7 3/8% Debentures due 2018 (the "Old Debentures"), respectively. The Exchange Notes and the Exchange Debentures are to be issued pursuant to an Indenture (the "Indenture"), dated August 1, 1998, between the Company and The Bank of New York, as Trustee (the "Trustee"), in exchange for and in replacement of the Company's outstanding Old Notes and Old Debentures, respectively, of which $200,000,000 and $100,000,000, respectively, in aggregate principal amount are outstanding. In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of the Company, (ii) minutes and records of the corporate proceedings of the Company with respect to the issuance of the Exchange Notes and the Exchange Debentures, (iii) the Registration Statement and exhibits thereto and (iv) the Registration Rights Agreement, dated August 11, 1998, between the Company and the initial purchasers named therein. For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also IMC Global Inc. September 18, 1998 Page 2 assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when, as and if (i) the Registration Statement becomes effective pursuant to the provisions of the Securities Act, (ii) the Indenture has been qualified pursuant to the provisions of the Trust Indenture Act of 1939, as amended, (iii) the Old Notes and the Old Debentures have been validly tendered to the Company, (iv) the Exchange Notes and the Exchange Debentures have been issued in the form and containing the terms described in the Registration Statement, the Indenture, the resolutions of the Company's Board of Directors (or authorized committee thereof) authorizing the foregoing and the officer's certificate establishing the terms thereof and any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities to be obtained and (v) the Exchange Notes and the Exchange Debentures have been authenticated by the Trustee, the Exchange Notes and the Exchange Debentures when issued pursuant to the Exchange Offer will be validly issued, fully paid and nonassessable and will constitute binding obligations of the Company. Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies and (iv) any laws except the laws of the State of New York and the General Corporation Law of the State of Delaware. We advise you that issues addressed by this letter may be governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission. We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the issuance of the Exchange Notes. IMC Global Inc. September 18, 1998 Page 3 This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of Delaware or New York be changed by legislative action, judicial decision or otherwise. This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes. Yours very truly, KIRKLAND & ELLIS EX-12 7 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 IMC Global Inc. Computation of Ratio of Earnings to Fixed Charges
Six Months Years Ended December 31, Ended ------------------------------------------------------ June 30, 1998 1997 1996 1995 1994 1993 ------------- ------- ------- ------- -------- ------- Fixed charges: Interest charges $ 83.7 $ 53.5 $ 56.7 $ 69.8 $ 77.5 $ 76.6 ====== ====== ====== ====== ====== ======= Earnings: Net earnings (loss) $132.3 $ 62.9 $127.1 $215.5 $113.9 $(151.1) Extraordinary charge 2.7 24.9 8.1 3.5 4.4 25.2 Cumulative effect of accounting change -- -- -- -- 5.9 -- Provision (credit) for income 73.2 43.5 89.7 129.4 97.8 (75.2) taxes Minority interest 17.2 124.4 185.7 163.6 106.8 5.3 Interest charges 83.7 53.5 56.7 69.8 77.5 76.6 ------ ------ ------ ------ ------ ------- Total earnings (loss) $309.1 $309.2 $467.3 $581.8 $406.3 $(119.2) ====== ====== ====== ====== ====== ======= Ratio of earnings (loss) to fixed charges $ 3.69 $ 5.78 $ 8.24 $ 8.34 $ 5.24 $ (1.56) ====== ====== ====== ====== ====== ======= Adjusted ratio of earnings to fixed charges(1) $ 3.86 $ 9.21 $ 9.98 $ 8.34 $ 5.24 $ 0.65 ====== ====== ====== ====== ====== =======
(1) The adjusted ratio of earnings to fixed charges for the six months ended June 30, 1998 excludes a charge of $9.1 million relating to the sale of the Company's IMC Vigoro business unit. The adjusted ratio of earnings to fixed charges for the year ended December 31, 1997 excludes a charge of $183.7 million relating to the writedown of the historical carrying value of IMC's interest in the Main Pass 299 business of Phosphate Resource Partners Limited Partnership. The adjusted ratio of earnings to fixed charges for the year ended December 31, 1996 excludes a charge of $98.6 million relating to the merger of The Vigoro Corporation into a wholly owned subsidiary of IMC. The adjusted ratio of earnings to fixed charges for the year ended December 31, 1993 excludes a charge of $169.1 million relating to the settlement of litigation resulting from a May 1991 explosion at a nitroparaffins plant in Sterlington, Louisiana. EX-23.1 8 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts" and "Selected Historical Consolidated Financial Data" in the Registration Statement (Form S-4) and related Prospectus of IMC Global Inc. for the offer to exchange its 6 1/2% Notes due 2003 and its 7 3/8% Debentures due 2018 for any and all of its outstanding 6 1/2% Notes due 2003 and 7 3/8% Debentures due 2018 and to the incorporation by reference therein of our report dated January 26, 1998, with respect to the consolidated financial statements of IMC Global Inc. included in its Annual Report on Form 10-K for the year ended December 31, 1997, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois September 18, 1998 EX-23.2 9 CONSENT OF ARTHUR ANDERSEN, CHARTERED ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTS We consent to the incorporation by reference in the prospectus constituting a part of this Registration Statement on Form S-4 of IMC Global Inc. of our report dated 18 September 1997, on our audits of the financial statements of Harris Chemical Australia Pty Ltd. & Its Controlled Entities for the year ended 30 June 1997, which report is included in the Current Report on Form 8-K/A which was filed with the Securities and Exchange Commission on June 15, 1998. We also consent to the reference to our firm under the caption "Experts" in the prospectus constituting a part of this Registration Statement. Arthur Andersen Chartered Accountants Adelaide, South Australia 18 September 1998 EX-23.3 10 CONSENT OF PRICEWATERHOUSECOOPERS LLP. EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this prospectus and registration statement of IMC Global Inc. on Form S-4 of our report dated August 14, 1997, on our audits of the consolidated financial statements of Harris Chemical Group, Inc. as of March 29, 1997 and March 30, 1996, and for the years ended March 29, 1997, March 30, 1996, and March 25, 1995, which report is included in IMC Global Inc.'s Form 8-K/A which was filed with the Securities and Exchange Commission on June 15, 1998. We also consent to the incorporation by reference in this prospectus and registration statement of IMC Global Inc. on Form S-4 of our report dated September 8, 1998, on our audits of the consolidated financial statements of Harris Chemical Group, Inc. as of March 28, 1998 and March 29, 1997, and for the years ended March 28, 1998, March 29, 1997, and March 30, 1996, which report is included in IMC Global Inc.'s Form 8-K/A which was filed with the Securities and Exchange Commission on September 16, 1998. We also consent to the reference to our firm under the caption "Experts". Kansas City, Missouri /s/ PricewaterhouseCoopers LLP September 17, 1998 -------------------------- PricewaterhouseCoopers LLP EX-23.5 11 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 21, 1997 incorporated by reference in Freeport-McMoRan Inc's Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP New Orleans, Louisiana September 18, 1998 EX-24 12 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Robert E. Fowler, Jr. - ----------------------------- Robert E. Fowler, Jr. POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Wendell F. Bueche - ----------------------------- Wendell F. Bueche POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Raymond F. Bentele - ----------------------------- Raymond F. Bentele POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Robert W. Bruce III - ----------------------------- Robert W. Bruce III POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Rod F. Dammeyer - ----------------------------- Rod F. Dammeyer POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ James M. Davidson - ----------------------------- James M. Davidson POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Rene L. Latiolais - ----------------------------- Rene L. Latiolais POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Harold H. MacKay - ----------------------------- Harold H. MacKay POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ David B. Mathis - ----------------------------- David B. Mathis POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Donald F. Mazankowski - ----------------------------- Donald F. Mazankowski POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Joseph P. Sullivan - ----------------------------- Joseph P. Sullivan POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Richard L. Thomas - ----------------------------- Richard L. Thomas POWER OF ATTORNEY ----------------- The undersigned, being a Director and/or Officer of IMC Global Inc., a Delaware corporation (the "Company"), hereby constitutes and appoints J. Bradford James, E. Paul Dunn, Jr., and Rose Marie Williams his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute and deliver in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-4 under the Securities Act of 1933, as amended, with respect to the exchange of its 6 1/2% Notes due 2003 for a like principal amount of the Company's issued and outstanding 6 1/2% Notes due 2003, of which an aggregate of $200 million in principal amount is outstanding, and of its 7 3/8% Debentures due 2018 for a like principal amount of its issued and outstanding 7 3/8% Debentures due 2018, of which an aggregate of $100 million in principal amount is outstanding; to execute and deliver any and all amendments to such Registration Statement (including post-effective amendments) for filing with the Securities and Exchange Commission; and in connection with the foregoing, to do any and all acts and things and execute any and all instruments which such attorneys and agents may deem necessary or advisable to enable the Company to comply with the securities laws of the United States and of any state or other political subdivision thereof. The undersigned hereby grants to such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 25th day of August, 1998. /s/ Billie B. Turner - ----------------------------- Billie B. Turner EX-99.1 13 FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL TO TENDER FOR EXCHANGE 6 1/2% NOTES DUE 2003 AND 7 3/8% DEBENTURES DUE 2018 OF IMC GLOBAL INC. Pursuant to the Prospectus dated , 1998 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed, and submitted to the Exchange Agent: THE BANK OF NEW YORK (THE "EXCHANGE AGENT") By Hand or Overnignt By Facsimile Transmission: By Registered or Delivery: (Eligible Institutions Only) Certified Mail: The Bank of New York (212) 815-6339 The Bank of New York 101 Barclay Street 101 Barclay Street, 7E Corporate Trust Services To Confirm by Telephone New York, New York 10286 Window or for Information Call: Attention: Ground Level Reorganization Attention: (212) 815-6337 Section, Reorganization Section, DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT. The undersigned hereby acknowledges receipt of the Prospectus dated , 1998 (as it may be supplemented and amended from time to time, the "Prospectus") of IMC Global Inc., a Delaware corporation ("Company"), and this Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of its 6 1/2% Notes due 2003 (the "Exchange Notes") and $1,000 principal amount of its 7 3/8% Debentures due 2018 (the "Exchange Debentures"), each registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement, for each $1,000 principal amount of its outstanding 6 1/2% Notes due 2003 (the "Notes"), of which $200,000,000 principal amount is outstanding, and for each $1,000 principal amount of its outstanding 7 3/8% Debentures due 2018 (the "Debentures"), of which $100,000,000 principal amount is outstanding, respectively. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. The undersigned hereby tenders the Notes (the "Tendered Notes") and/or the Debentures ("Tendered Debentures") described in Box 1 below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Tendered Notes and/or the Tendered Debentures and the undersigned represents that it has received from each beneficial owner of the Tendered Notes and/or the Tendered Debentures ("Beneficial Owners") a duly completed and executed form of "Instruction to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Tendered Notes and/or the Tendered Debentures, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title, and interest in, to and under the Tendered Notes and/or the Tendered Debentures. Please issue the Exchange Notes and/or the Exchange Debentures exchanged for Tendered Notes and/or Tendered Debentures, respectively, in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions" below (see Box 3), please send or cause to be sent the certificates for the Exchange Notes and/or the Exchange Debentures (and accompanying documents, as appropriate) to the undersigned at the address shown below in Box 1. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney in fact of the undersigned with respect to the Tendered Notes and/or the Tendered Debentures, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver the Tendered Notes and/or the Tendered Debentures to the Company or cause ownership of the Tendered Notes and/or the Tendered Debentures to be transferred to, or upon the order of, the Company, on the books of the registrar for the Notes and/or the Debentures and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes and/or the Exchange Debentures to which the undersigned is entitled upon acceptance by the Company of the Tendered Notes and/or the Tendered Debentures pursuant to the Exchange Offer, and (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Notes and/or the Tendered Debentures, all in accordance with the terms of the Exchange Offer. The undersigned understands that tenders of Notes and/or Debentures pursuant to the procedures described under the caption "Exchange Offer" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer, subject only to withdrawal of such tenders on the terms set forth in the Prospectus under the caption "Exchange Offer-- Withdrawal of Tenders." All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any Beneficial Owner(s), and every obligation of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon the heirs, representatives, successors, and assigns of the undersigned and such Beneficial Owner(s). The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign, and transfer the Tendered Notes and/or the Tendered Debentures and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims when the Tendered Notes and/or the Tendered Debentures are acquired by the Company as contemplated herein. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents reasonably requested by the Company or the Exchange Agent as necessary or desirable to complete and give effect to the transactions contemplated hereby. The undersigned hereby represents and warrants that the information set forth in Box 2 is true and correct. By accepting the Exchange Offer, the undersigned hereby represents and warrants that (i) neither the undersigned nor any Beneficial Owner, whether or not the undersigned or any Beneficial Owner is the holder, is an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company, (ii) the Exchange Notes and/or the Exchange Debentures to be received by the undersigned and any Beneficial Owner(s) are being acquired in the ordinary course of business, (iii) the undersigned and any Beneficial Owner(s) have no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes or the Exchange Debentures, as applicable, and (iv) if the undersigned or any Beneficial Owner is not a broker-dealer, the undersigned or any such Beneficial Owner is not engaged in, and does not intend to engage in, a distribution 2 (within the meaning of the Securities Act). By accepting the Exchange Offer, the undersigned hereby represents and agrees, consistent with certain no- action letters issued by the Staff to third parties, that, if the undersigned or any Beneficial Owner of the Notes and/or the Debentures is a broker-dealer, that (i) such Notes and/or Debentures are held by such broker-dealer only as a nominee or (ii) such Notes and/or Debentures were acquired by such broker- dealer for its own account as a result of market-making or other trading activities and it will deliver a prospectus meeting the requirements of the Securities Act in connection with resales of any Exchange Notes or Exchange Debentures received pursuant to the Exchange Offer. By agreeing that it will deliver and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make the Prospectus available to any broker-dealer who acquired Notes or Debentures for its own account as a result of market-making or other trading activities (a "Participating Broker-Dealer"), provided that the Company has received prior written notice from such Participating Broker- Dealer of its status as a Participating Broker-Dealer. Such notice may be given in Box 7 or may be delivered to the Exchange Agent at the address indicated above. Holders of Notes and/or Debentures that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through the DTC Automated Tender Offer Program ("ATOP"), for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book- entry delivery to the Exchange Agent's DTC account. DTC will then send an Agent's Message to the Exchange Agent for its acceptance. DTC participants may also accept the Exchange Offer prior to the Expiration Date by submitting a Notice of Guaranteed Delivery or Agent's Message relating thereto as described herein under Instruction 2, "Guaranteed Delivery Procedures." [_]CHECK HERE IF TENDERED NOTES AND/OR TENDERED DEBENTURES ARE BEING DELIVERED HEREWITH. [_]CHECK HERE IF TENDERED NOTES AND/OR TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE "USE OF GUARANTEED DELIVERY" BELOW (BOX 4). [_]CHECK HERE IF TENDERED NOTES AND/OR TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "USE OF BOOK- ENTRY TRANSFER" BELOW (BOX 5). 3 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE BOXES BOX 1 DESCRIPTION OF NOTES AND/OR DEBENTURES TENDERED (ATTACH ADDITIONAL SIGNED PAGES, IF NECESSARY) - -------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED NOTE HOLDER(S) AND/OR REGISTERED DEBENTURE HOLDERS, EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE AGGREGATE PRINCIPAL NOTE CERTIFICATE(S) NUMBER(S) OF AMOUNT AGGREGATE AND/OR DEBENTURE CERTIFICATE(S) NOTES AND/OR REPRESENTED BY PRINCIPAL AMOUNT (PLEASE FILL IN, IF BLANK) DEBENTURES* CERTIFICATES(S) TENDERED** - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- Total - -------------------------------------------------------------------------------------
*Need not be completed by persons tendering by book-entry transfer. **The minimum permitted tender is $1,000 in principal amount of Notes or Debentures. All other tenders must be in integral multiples of $1,000 of principal amount. Unless otherwise indicated in this column, the principal amount of all Note Certificates and all Debenture Certificates identified in this Box 1 or delivered to the Exchange Agent herewith shall be deemed tendered. See Instruction 4. BOX 2 BENEFICIAL OWNER(S) - -------------------------------------------------------------------------------- STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF TENDERED NOTES BENEFICIAL OWNER OF TENDERED NOTES AND/OR TENDERED DEBENTURES HELD FOR AND/OR TENDERED DEBENTURES ACCOUNT OF BENEFICIAL OWNER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4 BOX 3 SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 5, 6 AND 7) TO BE COMPLETED ONLY IF EXCHANGE NOTES AND/OR EXCHANGE DEBENTURES EXCHANGED FOR NOTES AND/OR DEBENTURES AND UNTENDERED NOTES AND/OR UNTENDERED DEBENTURES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE. Mail Exchange Note(s) and/or Exchange Debenture(s) and any untendered Notes and/or untendered Debentures to: Name(s): ----------------------------------------------------------------------------- (please print) Address: ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- (include Zip Code) Tax Identification or Social Security No.: ________________________________________________________ BOX 4 USE OF GUARANTEED DELIVERY (SEE INSTRUCTION 2) TO BE COMPLETED ONLY IF NOTES AND/OR DEBENTURES ARE BEING TENDERED BY MEANS OF A NOTICE OF GUARANTEED DELIVERY. Name(s) of Registered Holder(s): ____________________________________________ Window Ticket No. (if any): _________________________________________________ Date of Execution of Notice of Guaranteed Delivery: _________________________ Name of Institution that Guaranteed Delivery: _______________________________ If Delivered by Book-Entry Transfer: ________________________________________ Account Number with DTC: _________________________________________________ Transaction Code Number: _________________________________________________ BOX 5 USE OF BOOK-ENTRY TRANSFER (SEE INSTRUCTION 1) TO BE COMPLETED ONLY IF DELIVERY OF TENDERED NOTES AND/OR TENDERED DEBENTURES IS TO BE MADE BY BOOK-ENTRY TRANSFER. Name of Tendering Institution: ______________________________________________ Account Number: _____________________________________________________________ Transaction Code Number: ____________________________________________________ 5 BOX 6 TENDERING HOLDER SIGNATURE (SEE INSTRUCTIONS 1 AND 5) IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 - -------------------------------------------------------------------------------- Signature Guarantee X _________________________________ (If required by Instruction 5) X _________________________________ Authorized Signature (SIGNATURE OF REGISTERED HOLDER(S) X _________________________________ OR AUTHORIZED SIGNATORY) Name: _____________________________ (please print) Note: The above lines must be signed by the registered holder(s) of Notes and/or Debentures as their name(s) appear(s) on the Notes and/or Debentures or by persons(s) authorized to become registered holder(s) (evidence of such authorization must be transmitted with this Letter of Transmittal). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer, or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. See Instruction 5. Title: ____________________________ Name of Firm: _____________________ (Must be an Eligible Institution as defined in Instruction 2) Address: ----------------------------------- ----------------------------------- ----------------------------------- (Zip Code) Area Code and Telephone Number: Name(s): __________________________ ----------------------------------- Capacity: _________________________ Dated: ____________________________ Street Address: ___________________ ------------------------BOX 7 (Zip Code) BROKER-DEALER STATUS Area Code and Telephone Number: - -------------------------------------------------------------------------------- [_]Check this box if the Beneficial Owner of the Notes and/or the Debentures is a Participating Broker-Dealer and such Participating Broker-Dealer acquired the Notes and/or the Debentures for its own account as a result of market-making or other trading activities. ----------------------------------- Tax Identification or Social Security Number: ----------------------------------- 6 PAYOR'S NAME: THE BANK OF NEW YORK - ------------------------------------------------------------------------------- SUBSTITUTE Name (if joint names, list first and circle the name of FORM W-9 the person or entity whose number you enter in Part 1 below. See instructions if your name has changed.) DEPARTMENT OF THE City, State and ZIP Code ------------------------------------------------------------- Address ------------------------------------------------------------- TREASURY List account number(s) here (optional) ------------------------------------------------------------- PART 1--PLEASE PROVIDE YOUR TAXPAYER Social IDENTIFICATION NUMBER ("TIN") IN THE BOX Security AT RIGHT AND CERTIFY BY SIGNING AND Number DATING BELOW INTERNAL REVENUE ------------------------------------------------------------- SERVICE or TIN ------------------------------------------------------------- PART 2--Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. [_] ------------------------------------------------------------- CERTIFICATION--UNDER THE PENALTIES OF PART 3-- PERJURY, I CERTIFY THAT THE INFORMATION Awaiting PROVIDED ON THIS FORM IS TRUE, CORRECT TIN [_] AND COMPLETE. SIGNATURE _____________ DATE _____________ NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 7 IMC GLOBAL INC. INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES AND/OR DEBENTURES. This Letter of Transmittal is to be completed by registered holders of Notes and/or Debentures if certificates representing such Notes and/or Debentures are to be forwarded herewith pursuant to the procedures set forth in the Prospectus under the caption "Exchange Offer--Procedures for Tendering," unless delivery is to be made by book-entry transfer to the Exchange Agent's account maintained by DTC through ATOP. For a holder to properly tender Notes and/or Debentures pursuant to the Exchange Offer, a properly completed and duly executed copy of this Letter of Transmittal, including Substitute Form W-9, and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein, and either (i) certificates for Tendered Notes and/or Tendered Debentures must be received by the Exchange Agent at its address set forth herein or (ii) such Tendered Notes and/or Tendered Debentures must be transferred pursuant to the procedures for book-entry transfer described in the Prospectus under the caption "Exchange Offer--Procedures for Tendering" (and a confirmation of such transfer received by the Exchange Agent), in each case on or prior to the Expiration Date. The method of delivery of certificates for Tendered Notes and/or Tendered Debentures, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the tendering holder and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Tendered Notes or Tendered Debentures should be sent to the Company. Neither the Company nor the Exchange Agent is under any obligation to notify any tendering holder of the Company's acceptance of Tendered Notes and/or Tendered Debentures prior to the closing of the Exchange Offer. 2. GUARANTEED DELIVERY PROCEDURES. If a registered holder desires to tender Notes and/or Debentures pursuant to the Exchange Offer and (a) certificates representing such Tendered Notes and/or Tendered Debentures are not immediately available, (b) time will not permit such holder's Letter of Transmittal, certificates representing such Tendered Notes and/or Tendered Debentures and all other required documents to reach the Exchange Agent on or prior to the Expiration Date, or (c) the procedures for book-entry transfer cannot be completed on or prior to the Expiration Date, such holder may nevertheless tender such Notes and/or Debentures with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if the procedures set forth below and in the Prospectus under "Exchange Offer--Guaranteed Delivery Procedures" (including the completion of Box 4 above) are followed. Pursuant to such procedures, (i) the tender must be made by or through an Eligible Institution (as defined), (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company herewith, or an Agent's Message with respect to a guaranteed delivery that is accepted by the Company, must be received by the Exchange Agent on or prior to the Expiration Date, and (iii) the certificates for the Tendered Notes and/or Tendered Debentures, in proper form for transfer (or a book-entry confirmation of the transfer of such Tendered Notes and/or Tendered Debentures to the Exchange Agent's account at DTC as described in the Prospectus), together with a Letter of Transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any required signature guarantees and any other documents required by the Letter of Transmittal or a properly transmitted Agent's Message, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery. Any holder who wishes to tender Notes and/or Debentures pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Tendered Notes and/or Tendered Debentures on or prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by an eligible holder who attempted to use the guaranteed delivery process. 8 3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only a holder in whose name Tendered Notes and/or Tendered Debentures are registered on the books of the registrar (or the legal representative or attorney-in-fact of such registered holder) may execute and deliver this Letter of Transmittal. Any Beneficial Owner of Tendered Notes and/or Tendered Debentures who is not the registered holder must arrange promptly with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the registered holder of the "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" form accompanying this Letter of Transmittal. 4. PARTIAL TENDERS. Tenders of Notes and/or Debentures will be accepted only in integral multiples of $1,000 in principal amount. If less than the entire principal amount of Notes and/or Debentures held by the holder is tendered, the tendering holder should fill in the principal amount tendered in the column labeled "Aggregate Principal Amount Tendered" of the box entitled "Description of Notes and/or Debentures Tendered" (see Box 1) above. The entire principal amount of Notes and/or Debentures delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Notes and/or Debentures held by the holder is not tendered, then Notes and/or Debentures for the principal amount of Notes and/or Debentures not tendered and Exchange Notes and/or Exchange Debentures issued in exchange for any Notes and/or Debentures tendered and accepted will be sent to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, as soon as practicable following the Expiration Date. 5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the registered holder(s) of the Tendered Notes and/or the Tendered Debentures, the signature must correspond with the name(s) as written on the face of the Tendered Notes and/or Tendered Debentures without alteration, enlargement or any change whatsoever. If any of the Tendered Notes and/or the Tendered Debentures are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Notes and/or Tendered Debentures are held in different names, it will be necessary to complete, sign and submit as many separate copies of the Letter of Transmittal as there are different names in which Tendered Notes and/or Tendered Debentures are held. If this Letter of Transmittal is signed by the registered holder(s) of Tendered Notes and/or Tendered Debentures, and Exchange Notes and/or Exchange Debentures issued in exchange therefor are to be issued (and any untendered principal amount of Notes and/or Debentures is to be reissued) in the name of the registered holder(s), then such registered holder(s) need not and should not endorse any Tendered Notes and/or Tendered Debentures, nor provide a separate bond power. In any other case, such registered holder(s) must either properly endorse the Tendered Notes and/or the Tendered Debentures or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature(s) on the endorsement or bond power guaranteed by a Medallion Signature Guarantor (as defined below). If this Letter of Transmittal is signed by a person other than the registered holder(s) of any Tendered Notes and/or Tendered Debentures, such Tendered Notes and/or Tendered Debentures must be endorsed or accompanied by appropriate bond powers, in each case, signed as the name(s) of the registered holder(s) appear(s) on the Tendered Notes and/or the Tendered Debentures, with the signature(s) on the endorsement or bond power guaranteed by a Medallion Signature Guarantor (as defined). If this Letter of Transmittal or any Tendered Notes and/or Tendered Debentures or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. Signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each a "Medallion Signature Guarantor"), unless the Tendered Notes and/or the 9 Tendered Debentures are tendered (i) by a registered holder of Tendered Notes and/or Tendered Debentures (or by a participant in DTC whose name appears on a security position listing as the owner of such Tendered Notes and/or Tendered Debentures) who has not completed Box 3 ("Special Delivery Instructions") on this Letter of Transmittal or (ii) for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an "Eligible Institution"). If the Tendered Notes and/or the Tendered Debentures are registered in the name of a person other than the signor of the Letter of Transmittal or if Notes and/or Debentures not tendered are to be returned to a person other than the registered holder, then the signature on this Letter of Transmittal accompanying the Tendered Notes and/or the Tendered Debentures must be guaranteed by a Medallion Signature Guarantor as described above. Beneficial owners whose Notes and/or Debentures are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Notes and/or Debentures. 6. SPECIAL DELIVERY INSTRUCTIONS. Tendering holders should indicate in Box 3 the name and address to which the Exchange Notes and/or the Exchange Debentures (and/or substitute Notes and/or Debentures) for principal amounts not tendered or not accepted for exchange are to be sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. 7. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of Tendered Notes and/or Tendered Debentures pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the transfer and exchange of Tendered Notes and/or Tendered Debentures pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or on any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Tendered Notes and/or the Tendered Debentures listed in this Letter of Transmittal. 8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that the holder(s) of any Tendered Notes and/or Tendered Debentures which are accepted for exchange must provide the Exchange Agent (as payor) with its correct taxpayer identification number ("TIN"), which, in the case of a holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to backup withholding and a $50 penalty imposed by the Internal Revenue Service. (If withholding results in an over-payment of taxes, a refund may be obtained.) Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. To prevent backup withholding, each holder of Tendered Notes and/or Tendered Debentures must provide such holder's correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) if previously so notified, the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Tendered Notes and/or the Tendered Debentures are registered in more than one name or are not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for information on which TIN to report. The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company's obligation regarding backup withholding. 10 9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Notes or Tendered Debentures will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the right to reject any and all Notes or Debentures not validly tendered or any Notes or Debentures the Company's acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Notes or Debentures as to any ineligibility of any holder who seeks to tender Notes or Debentures in the Exchange Offer. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Notes or Debentures must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Notes or Debentures, nor shall any of them incur any liability for failure to give such notification. Tenders of Notes or Debentures will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Notes or Debentures received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. 10. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend, waive or modify any of the conditions in the Exchange Offer in the case of any Tendered Notes or Tendered Debentures. 11. NO CONDITIONAL TENDER. No alternative, conditional, irregular, or contingent tender of Notes or Debentures or transmittal of this Letter of Transmittal will be accepted. 12. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any tendering holder whose Notes or Debentures have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions. 13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 14. ACCEPTANCE OF TENDERED NOTES AND TENDERED DEBENTURES AND ISSUANCE OF EXCHANGE NOTES AND EXCHANGE DEBENTURES; RETURN OF NOTES AND DEBENTURES. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly Tendered Notes and Tendered Debentures as soon as practicable after the Expiration Date and will issue Exchange Notes and Exchange Debentures, as applicable, therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Company shall be deemed to have accepted Tendered Notes and Tendered Debentures when, as and if the Company has given written or oral notice (immediately followed in writing) thereof to the Exchange Agent. If any Tendered Notes or Tendered Debentures are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Notes or Debentures will be returned, without expense, to the undersigned at the address shown in Box 1 or at a different address as may be indicated herein under "Special Delivery Instructions" (Box 3). 15. WITHDRAWAL. Tenders may be withdrawn only pursuant to the procedures set forth in the Prospectus under the caption "Exchange Offer--Withdrawal of Tenders." 11 EX-99.2 14 FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY IN RESPECT OF 6 1/2% NOTES DUE 2003 AND 7 3/8% DEBENTURES DUE 2018 OF IMC GLOBAL INC. Pursuant to the Prospectus dated , 1998 THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: THE BANK OF NEW YORK (THE "EXCHANGE AGENT") By Hand or Overnight By Facsimile Transmission: By Registered or Delivery: (Eligible Institutions Only) Certified Mail: The Bank of New York (212) 815-6339 The Bank of New York 101 Barclay Street 101 Barclay Street, 7E Corporate Trust To Confirm by Telephone New York, New York Services Window or for Information Call: 10286 Ground Level Attention: Reorganization Attention: (212) 815-6337 Reorganization Section, Section, DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. As set forth in the Prospectus dated , 1998 (as it may be supplemented and amended from time to time, the "Prospectus") of IMC Global Inc. (the "Company") under the caption "Exchange Offer--Guaranteed Delivery Procedures," and in the Instructions to the related Letter of Transmittal (the "Letter of Transmittal"), this form, or one substantially equivalent hereto, or an Agent's Message relating to the guaranteed delivery procedures, must be used to accept the Company's offer (the "Exchange Offer") to exchange its 6 1/2% Notes due 2003 ("Exchange Notes") and 7 3/8% Debentures due 2018 ("Exchange Debentures"), each registered under the Securities Act of 1933, as amended (the "Securities Act"), for its 6 1/2% Notes due 2003 ("Notes") and its 7 3/8% Debentures due 2018 ("Debentures"), respectively, if time will not permit the Letter of Transmittal, certificates representing such Notes or Debentures or other required documents to reach the Exchange Agent, or the procedures for book- entry transfer cannot be completed, on or prior to the Expiration Date (as defined). This form must be delivered by an Eligible Institution (as defined) by mail or hand delivery or transmitted via facsimile to the Exchange Agent as set forth above. If a signature on the Letter of Transmittal is required to be guaranteed by a Medallion Signature Guarantor (as defined in the Letter of Transmittal) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal. This form is not to be used to guarantee signatures. Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address above. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). Ladies and Gentlemen: The undersigned hereby tender(s) to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal (receipt of which is hereby acknowledged), the principal amount of the Notes and/or the Debentures specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus under "Exchange Offer-- Guaranteed Delivery Procedures" and in Instruction 2 to the Letter of Transmittal. The undersigned hereby authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to the Company with respect to the Notes and/or the Debentures tendered pursuant to the Exchange Offer. The undersigned understands that Notes or Debentures will be exchanged only after timely receipt by the Exchange Agent of (i) such Notes or Debentures, or a confirmation of book-entry transfer, and (ii) a Letter of Transmittal (or a manually signed facsimile thereof), including by means of an Agent's Message, of the transfer of such Notes or Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility, with respect to such Notes or Debentures, properly completed and duly executed, with any signature guarantees and any other documents required by the Letter of Transmittal within three New York Stock Exchange, Inc. trading days after the execution hereof. The undersigned also understands that the method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. The undersigned understands that tenders of Notes or Debentures will each be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned also understands that tenders of Notes or Debentures may be withdrawn at any time prior to the Expiration Date. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Prospectus. 2 PLEASE SIGN AND COMPLETE Signature(s) of Registered Holder(s) or Authorized Signatory: _______________ Date: _______________________________ ------------------------------------- Address: ____________________________ ------------------------------------- ------------------------------------- Name(s) of Registered Holder(s): ____ Area Code and Telephone No. _________ ------------------------------------- If Notes and/or Debentures will be delivered by book-entry transfer, check book-entry transfer facility below: ------------------------------------- Principal Amount of Notes Tendered: _ [_] The Depository Trust Company ------------------------------------- Depository Principal Amount of Debentures Account No. _________________________ Tendered: ___________________________ ------------------------------------- Certificate No.(s) of Notes and/or Debentures (if available) ______________________ This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for Notes and/or Debentures or on a security position listing as the owner of Notes and/or Debentures, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery without alteration, enlargement or any change whatsoever. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. Please print name(s) and address(es) Name(s): ____________________________________________________________________ ----------------------------------------------------------------------------- Capacity: ___________________________________________________________________ Address(es): ________________________________________________________________ ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- DO NOT SEND NOTES OR DEBENTURES WITH THIS FORM. NOTES AND DEBENTURES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL. 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a member of the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program (each, an "Eligible Institution"), hereby (i) represents that the above-named persons are deemed to own the Notes and/or the Debentures tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that such tender of Notes and/or Debentures complies with Rule 14e-4 and (iii) guarantees that the Notes and/or the Debentures tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the Prospectus under "Exchange Offer--Guaranteed Delivery Procedures"), and that the Exchange Agent will receive (a) such Notes and/or Debentures, or a confirmation of book-entry transfer of such Notes and/or Debentures into the Exchange Agent's account at the Book-Entry Transfer Facility and (b) a properly completed and duly executed Letter of Transmittal or facsimile thereof (or Agent's message) with any required signature guarantees and any other documents required by the Letter of Transmittal within three New York Stock Exchange, Inc. trading days after the date of execution hereof. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and confirmation of book-entry transfer to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: _______________________________________________________________ Authorized Signature: _______________________________________________________ Title: ______________________________________________________________________ Address: ____________________________________________________________________ ----------------------------------------------------------------------------- (Zip Code) Area Code and Telephone Number: _____________________________________________ Dated: ________________________ , 1998 4 EX-99.3 15 FORM OF INSTRUCTIONS TO REGISTERED HOLDER EXHIBIT 99.3 INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER OF IMC GLOBAL INC. 6 1/2% NOTES DUE 2003 AND 7 3/8% DEBENTURES DUE 2018 To Registered Holder and/or Participant of the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus dated , 1998 (as the same may be amended or supplemented from time to time, the "Prospectus") of IMC Global Inc., a Delaware corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to action to be taken by you relating to the Exchange Offer with respect to the 6 1/2% Notes due 2003 (the "Notes") and/or the 7 3/8% Debentures due 2018 (the "Debentures") held by you for the account of the undersigned. The aggregate face amounts of the Notes and/or the Debentures held by you for the account of the undersigned are (FILL IN AMOUNTS): $ of the 6 1/2% Notes due 2003. $ of the 7 3/8% Debentures due 2018. With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOXES): [_]TO TENDER the following Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED, IF ANY): $ [_]TO TENDER the following Debentures held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF DEBENTURES TO BE TENDERED, IF ANY): $ [_]NOT TO TENDER any Notes held by you for the account of the undersigned. [_]NOT TO TENDER any Debentures held by you for the account of the undersigned. If the undersigned instructs you to tender the Notes and/or the Debentures held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to, the representations that (i) the undersigned, whether or not the undersigned is the holder, is not an "affiliate" (as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")) of the Company, (ii) the Exchange Notes and/or the Exchange Debentures to be received by the undersigned, are being acquired in the ordinary course of business, (iii) the undersigned has no arrangement with any person to participate in the distribution of the Exchange Notes or the Exchange Debentures, as applicable, and (iv) if the undersigned or any Beneficial Owner is not a broker-dealer, the undersigned or any such Beneficial Owner is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act); (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Notes and/or Debentures. SIGN HERE Name of beneficial owner(s): ______________________________________________ Signature(s): _____________________________________________________________ Name (please print): ______________________________________________________ Address:___________________________________________________________________ -------------------------------------------------------------------- -------------------------------------------------------------------- Telephone number: _________________________________________________________ Taxpayer Identification or Social Security Number: ________________________ Date: _____________________________________________________________________ 2 -----END PRIVACY-ENHANCED MESSAGE-----