SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________
FREEPORT-McMoRan RESOURCE PARTNERS,
Limited Partnership
(Exact name of Registrant as specified in its charter)
DELAWARE 72-1067072
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address of Principal (Zip Code)
Executive offices)
______________________________________________________________________________
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to which each class is to be
be registered registered
______________________ _________________________
___% Senior Subordinated New York Stock Exchange, Inc.
Notes due 2004
______________________________________________________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of the Registrant's Securities to be Registered
The description of the 8 3/4% Senior Subordinated Notes due 2004
included under the caption "Description of the Notes" in the Prospectus
Supplement dated February 10, 1994 to the Prospectus dated December 6, 1990
contained in the Registration Statement on Form S-3 (File No. 33-37441)
filed with the Securities and Exchange Commission (the "Commission") on
December 6, 1990 is hereby incorporated by reference.
Item 2. Exhibits
________
Exhibits No. Description
____________ ___________
1.a Form of Face of Senior Subordinated Note Certificate
1.b Form of Reverse of Senior Subordinated Note Certificate
2.a Indenture dated as of October 26, 1990. Incorporated by
reference to Exhibit 4-b to the Registration Statement on
Form S-3 (File No. 33-37441), filed with the Commission on
December 6, 1990.
2.b Proposed form of First Supplemental Indenture, dated as of
February 15, 1994.
2.c Composite copy of the Partnership Agreement of Freeport-
McMoRan Resource Partners, Limited Partnership, as amended.
Incorporated by Reference to Exhibit B to the Prospectus
dated May 29, 1987, included in FRP's Registration No. 33-
13513, filed May 29, 1987; FRP's Quarterly Report on Form
10-Q for the quarter ended March 31, 1990; FR's Annual
Report on Form 10-K for the fiscal year ended December 31,
1991; and FRP's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
FREEPORT-McMoRan INC. RESOURCE PARTNERS,
Limited Partnership
By: FREEPORT-McMoRan INC.
(Administrative Managing
General Partner)
By /s/ MICHAEL C. KILANOWSKI, JR.
_________________________________
Michael C. Kilanowski, Jr.
Secretary
Dated: February 14, 1994
[FORM OF FACE OF NOTE]
No. $
Freeport-McMoRan Resource Partners,
Limited Partnership
% Senior Subordinated Note due 2004
CUSIP No. 356903AA2
Freeport-McMoRan Resource Partners, Limited Partnership (the
"Issuer"), for value received hereby promises to pay to or registered
assigns the principal sum of Dollars at the Issuer's office or agency for
said purpose in the Borough of Manhattan, the City of New York, on February
__, 2004, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually on February __ and August
__ of each year, on said principal sum in like coin or currency at the rate
per annum set forth above (computed on the basis of a 360-day year
comprised of twelve 30-day months) at said office or agency from the
February __ or the August __, as the case may be, next preceding the date
of this Note to which interest on the Notes has been paid or duly provided
for, unless the date hereof is a date to which interest on the Notes has
been paid or duly provided for, in which case from the date of this Note,
or unless no interest has been paid or duly provided for on the Notes, in
which case from August __, 1994 until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after February __ or August __, as the case may be, and before
the following February __ or August __, this Note shall bear interest from
such February __ or August __; provided, that if the Issuer
shall default in the payment of interest due on such February __ or August
__, then this Note shall bear interest from the next preceding February __
or August __ to which interest on the Notes has been paid or duly provided
for, or, if no interest has been paid or duly provided for on the Notes
since the original issue date of this Note, from August __, 1994. The
interest so payable on any February __ or August __ will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be
paid to the person in whose name this Note is registered at the close of
business on the February __ or August __ preceding such February __ or
August __, whether or not such day is a business day; provided that
interest may be paid, at the option of the Issuer, by mailing a check
therefor payable to the registered holder entitled thereto at his last
address as it appears on the Note register.
Reference is made to the further provisions set forth on the
reverse hereof including without limitation provisions subordinating the
payment of principal of, premium, if any, and interest on the Notes to the
payment in full of all Senior Debt as defined in said Indenture. Such
further provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be valid or become obligatory until the
certificate of authentication hereon shall have been duly signed by the
Trustee acting under the Indenture.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be
duly executed under its seal.
Dated:
FREEPORT-McMoRan RESOURCE
PARTNERS, Limited Partnership
By FREEPORT-McMoRan INC.
(Administrative Managing
General Partner)
By
__________________________
Title:
By
__________________________
Title:
[FORM OF REVERSE OF NOTE]
Freeport-McMoRan Resource Partners,
Limited Partnership
% Senior Subordinated Note due 2004
This Note is one of a duly authorized issue of debt securities
of the Issuer, limited to the aggregate principal amount of $150,000,000
(except as otherwise provided in the Indenture mentioned below), issued or
to be issued under and pursuant to an indenture dated as of October 26,
1990 (the "Original Indenture"), as supplemented by Supplement No. 1
thereto dated February __, 1994 (the Original Indenture as supplemented
being herein called the "Indenture"), duly executed and delivered by the
Issuer to Chemical Bank, as successor to Manufacturers Hanover Trust
Company, as Trustee (herein called the "Trustee"). Reference is hereby
made to the Indenture and all indentures supplemental thereto for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders (the words
"Holders" or "Holder" meaning the registered holders or registered holder)
of the Notes.
In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all the Notes may be
declared due and payable, in the manner and with the effect, and subject to
the conditions, provided in the Indenture. The Indenture provides that in
certain events such declaration and its consequences may be waived by the
Holders of a majority in aggregate principal amount of the Notes then
outstanding and that, prior to any such declaration, such Holders may waive
any past default under the Indenture and its consequences except a default
in the payment of principal of or premium, if any, or interest on any of
the Notes. Any such consent or waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon
such Holder and upon all future Holders and owners of this Note and any
Note which may be issued in exchange or substitution herefor, whether or
not any notation thereof is made upon this Note or such other Notes.
The Indenture permits the Issuer and the Trustee, with the consent
of the Holders of a majority in aggregate principal amount of the Notes at
the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders
of the Notes; provided, that no such supplemental indenture shall (a)
extend the final maturity of any Note, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on the redemption thereof or impair
or affect the rights of any Holder to institute suit for the payment
thereof without the consent of the Holder of each Note so affected; or (b)
reduce the aforesaid percentage of Notes, the consent of the Holders of
which is required for any such supplemental indenture, without the consent
of the Holders of all Notes then outstanding; provided, further, that no
such supplemental indenture shall modify any provisions of the Indenture so
as to affect adversely the rights of any holder of Senior Debt at the time
outstanding to the benefits of subordination thereunder without the consent
of such holder.
The indebtedness evidenced by the Notes is, to the extent and in
the manner provided in the Indenture, expressly subordinate and subject in
right of payment to the prior payment in full of all Senior Debt of the
Issuer as defined in the Indenture, whether outstanding at the date of the
Indenture or thereafter incurred, and this Note is issued subject to the
provisions of the Indenture with respect to such subordination. Each
Holder of this Note, by accepting the same, agrees to and shall be bound by
such provisions and authorizes the Trustee in his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
so provided and appoints the Trustee his attorney-in-fact for such purpose.
The Notes are obligations solely of the Issuer and neither the
limited nor the general partners of the Issuer have any obligation under,
or are liable in respect of, the Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Note at the place, times, and rate,
and in the currency, herein prescribed.
The Notes are issuable only as registered Notes without coupons
in denominations of $1,000 and any multiple of $1,000.
At the office or agency of the Issuer referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.
Upon due presentment for registration of transfer of this Note at
the above-mentioned office or agency of the Issuer, a new Note or Notes of
authorized denominations, for a like aggregate principal amount, will be
issued to the transferee as provided in the Indenture. No service charge
shall be made for any such transfer, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.
Beginning on February __, 1999, the Notes may be redeemed at the
option of the Issuer as a whole, or from time to time in part, on any date
prior to maturity, upon mailing a notice of such redemption not less than
30 nor more than 60 days prior to the date fixed for redemption to the
Holders of Notes to be redeemed, all as provided in the Indenture, at the
following redemption prices (expressed in percentages of the principal
amount) together in each case with accrued interest to the date fixed for
redemption:
Year Percentage
____ __________
1999 ______%
2000 ______%
2001 and 100%
thereafter
Within 60 days of notice of a "Specified Change of Control," as
defined in the Indenture, the Issuer is required to commence an offer to
purchase all the outstanding Notes at a purchase price equal to 101% of
their aggregate principal amount plus accrued interest to the date of
purchase.
Subject to payment by the Issuer of a sum sufficient to pay the
amount due on redemption, interest on this Note (or portion hereof if this
Note is redeemed in part) shall cease to accrue upon the date duly fixed
for redemption of this Note (or portion hereof if this Note is redeemed in
part).
The Issuer, the Trustee and any authorized agent of the Issuer or
the Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Issuer or the Trustee or any authorized agent of the
Issuer or the Trustee), for the purpose of receiving payment of, or on
account of, the principal hereof and premium, if any, and subject to the
provisions on the face hereof, interest hereon, and for all other purposes,
and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or
premium, if any, or the interest on this Note, for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture
or any indenture supplemental thereto, against any partner, officer or
director, as such, past, present or future, of the Issuer or of any
successor partnership, either directly or through the Issuer or any
successor partnership, whether by virtue of any constitution, statute or
rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.
This is one of the Notes described in the within-mentioned
Indenture.
CHEMICAL BANK, as Trustee
__________________________
Authorized Officer
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of
February 15, 1994 between FREEPORT-McMoRan RESOURCE PARTNERS,
LIMITED PARTNERSHIP, a Delaware limited partnership (the
"Issuer"), and Chemical Bank, as successor to Manufacturers
Hanover Trust Company, a New York corporation, as trustee
(the "Trustee"), to the SUBORDINATED INDENTURE, dated as of
October 26, 1990 between the Issuer and the Trustee (the
"Original Indenture", the Original Indenture, as supplemented
hereby, being referred to herein as the "Indenture"),
W I T N E S S E T H :
WHEREAS, the Issuer has duly authorized, as a new
series of Securities under the Indenture its 8 3/4% Senior
Subordinated Notes due 2004 (the "Notes");
WHEREAS, the Issuer has duly authorized the execu-
tion and delivery of this Supplemental Indenture to establish
the Notes as a series of Securities under the Indenture and
to provide for, among other things, the issuance of and the
form and terms of the Notes, additional covenants and Events
of Default for purposes of the Notes and the Holders thereof
and changes applicable to the Notes in the provisions of the
Original Indenture relating to subordination; and
WHEREAS, all things necessary to make this Sup-
plemental Indenture a valid agreement according to its terms
have been done;
NOW, THEREFORE:
In consideration of the premises and the purchases
of the Notes by the Holders thereof, the Issuer and the
Trustee mutually covenant and agree for the equal and propor-
tionate benefit of the respective Holders from time to time
of the Notes as follows (all terms used in this Supplemental
Indenture which are defined in the Indenture having the
meanings assigned to them in the Indenture):
1. There is hereby established a series of
Securities under the Original Indenture to be designated the
"8 3/4% Senior Subordinated Notes due 2004" of the Issuer
(the "Notes"). The Notes shall be in the form of Exhibit A
hereto and shall have the terms specified in this Supplemen-
tal Indenture and in such Exhibit A. As provided in the
Indenture, no recourse under the Notes or the Indenture may
be had against any partner of the Issuer. Such partners have
no obligations under and are not liable in respect of the
Notes.
2. Definitions. The following terms, which are in
addition to those defined in Section 1.1 of the Original
Indenture, shall have the respective meanings specified in
this Section. Such terms shall apply only to the Notes
except to the extent specifically made applicable to any
other series of Securities by the Board Resolutions,
Officer's Certificate or supplemental indenture establishing
such series of Securities as provided for in Section 2.3 of
the Indenture.
"Administrative Managing General Partner" means
FTX, as Administrative Managing General Partner of the
Issuer, and any successor thereto as Administrative Managing
General Partner of the Issuer, and references in the Inden-
ture to the Administrative General Partner shall be deemed to
be references to the Administrative Managing General Partner.
"Affiliate" of any Person means any other Person
directly or indirectly controlling or controlled by or under
direct or indirect common control with such Person. For the
purposes of this definition, "control" when used with respect
to any Person means the power to direct the management and
policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.
"Agent Bank" means the Person or Persons desig-
nated as the agent under the Credit Agreement from time to
time; provided that if there is more than one Credit Agree-
ment at any time, the Agent Bank shall be the agent under the
Credit Agreement having the greatest aggregate loan and
unused commitment amount.
"Capital Lease Obligation" of any Person means the
obligation to pay rent or other payment amounts under a lease
of (or other Debt arrangements conveying the right to use)
real or personal property of such Person which is required to
be classified and accounted for as a capital lease or a
liability on the face of a balance sheet of such Person in
accordance with generally accepted accounting principles.
The stated maturity of such obligation 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.
"Credit Agreement" means the Amended and Restated
Credit Agreement dated as of June 1, 1993, among Freeport-
McMoRan Inc., the Issuer, the banks named therein and Chemi-
cal Bank, as agent for such banks, as amended (including any
amendment and restatement thereof), renewed, extended, sub-
stituted, refinanced, restructured, modified, supplemented,
restated or replaced from time to time.
"Debt" means (without duplication), with respect
to any Person, whether recourse is to all or a portion of
the assets of such Person, and whether or not contingent,
(i) all obligations of such Person for money borrowed,
including all obligations for the repayment of debt and
payments of other amounts under the Credit Agreement, (ii)
all obligations of such Person evidenced by bonds, deben-
tures, notes or other similar instruments, (iii) all obliga-
tions of such Person to pay the deferred purchase price of
property or services, except accounts payable arising in the
ordinary course of business, (iv) all Capital Lease Obliga-
tions of such Person, (v) the maximum fixed redemption or
repurchase price of Redeemable Stock of such Person, (vi) all
Debt of others secured by any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind on any asset of
such Person and (vii) all Debt of others and all dividends of
others Guaranteed by such Person or for the payment of which
such Person is directly or indirectly responsible. Not-
withstanding the foregoing, trade accounts payable and
liabilities arising in the ordinary course of business shall
not be considered Debt for purposes of this definition.
"FTX" means Freeport-McMoRan Inc., a Delaware
corporation.
"Guarantee" by any Person means any obligation,
contingent or otherwise, of such Person directly or
indirectly guaranteeing any Debt of any other Person and,
without limiting the generality of the foregoing, any obliga-
tion, direct or indirect, contingent or otherwise, (i) to
purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt (whether arising by virtue of part-
nership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii)
entered into for the purpose of assuring in any other manner
the obligee of such Debt of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in
part); and "Guaranteed", "Guaranteeing" and "Guarantor" shall
have meanings correlative to the foregoing; provided,
however, that the Guarantee by any Person shall not include
endorsements by such Person for collection or deposit, in
either case in the ordinary course of business.
"Lien" means, with respect to any property or
assets, any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien,
charge, easement (other than any easement not materially
impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or preferen-
tial arrangement of any kind or nature whatsoever on or with
respect to such property or assets (including, without
limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as
any of the foregoing); provided, however, that "Lien" shall
not include a trust established for the purpose of defeasing
any Debt, pursuant to the terms evidencing or providing for
the issuance of such Debt.
"Offer" has the meaning specified in the definition
of Offer to Purchase.
"Offer to Purchase" means a written offer (the
"Offer") sent by the Issuer by first class mail, postage
prepaid, to each Holder of a Note at his address appearing in
the Security Register on the date of the Offer offering to
purchase up to the principal amount of Notes specified in
such Offer at the price specified in such Offer (as deter-
mined pursuant to this Indenture). Unless otherwise required
by applicable law, the Offer shall specify an expiration date
(the "Expiration Date") of the Offer to Purchase which shall
be, subject to any contrary requirements of applicable law,
not less than 30 days or more than 60 days after the date of
such Offer and a settlement date (the "Purchase Date") for
purchase of Securities within five Business Days after the
Expiration Date. The Issuer shall notify the Trustee at
least 15 Business Days (or such shorter period as is accept-
able to the Trustee) prior to the mailing of the Offer of the
Issuer's obligation to make an Offer to Purchase, and the
Offer shall be mailed by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the
Issuer. The Offer shall contain information concerning the
business of the Issuer and its Subsidiaries which the Issuer
in good faith believes will enable such Holders to make an
informed decision with respect to the Offer to Purchase
(which at a minimum will include (i) the most recent annual
and quarterly financial statements and "Management's Discus-
sion and Analysis of Financial Condition and Results of
Operations" contained in the documents required to be filed
with the Trustee pursuant to Section 3.12 of the First Sup-
plemental Indenture (which requirements may be satisfied by
delivery of such documents together with the Offer), (ii) a
description of material developments in the Issuer's business
subsequent to the date of the latest of such financial state-
ments referred to in clause (i) (including a description of
the events requiring the Issuer to make the Offer to Pur-
chase), (iii) if applicable, appropriate pro forma financial
information concerning the Offer to Purchase and the events
requiring the Issuer to make the Offer to Purchase and (iv)
any other information required by applicable law to be
included therein. The Offer shall contain all instructions
and materials necessary to enable such Holders to tender
Notes pursuant to the Offer to Purchase. The Offer shall
also state:
(1) the Section of the Indenture pursuant to which
the Offer to Purchase is being made;
(2) the Expiration Date and the Purchase Date;
(3) the aggregate principal amount of the Out-
standing Notes offered to be purchased by the Issuer pursuant
to the Offer to Purchase (including, if less than 100%, the
manner by which such has been determined pursuant to the
Section hereof requiring the Offer to Purchase) (the "Pur-
chase Amount");
(4) the purchase price to be paid by the Issuer
for each $1,000 aggregate principal amount of Notes accepted
for payment (as specified pursuant to this Indenture) (the
"Purchase Price");
(5) that the Holder may tender all or any portion
of the Notes registered in the name of such Holder and that
any portion of a Note tendered must be tendered in an
integral multiple of $1,000 principal amount;
(6) the place or places where Notes are to be
surrendered for tender pursuant to the Offer to Purchase;
(7) that interest on any Note not tendered or
tendered but not purchased by the Issuer pursuant to the
Offer to Purchase will continue to accrue;
(8) that on the Purchase Date the Purchase Price
will become due and payable upon each Note accepted for
payment pursuant to the Offer to Purchase and that interest
thereon will cease to accrue on and after the Purchase Date;
(9) that each Holder electing to tender a Note
pursuant to the Offer to Purchase will be required to sur-
render such Note at the place or places specified in the
Offer prior to the close of business on the Expiration Date
(such Note being, if the Issuer or the Trustee so requires,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Trustee
duly executed by, the Holder thereof or his attorney duly
authorized in writing);
(10) that Holders will be entitled to withdraw all
or any portion of Notes tendered if the Issuer (or its Paying
Agent) receives, not later than the close of business on the
Expiration Date, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal
amount of the Notes the Holder tendered, the certificate
number or numbers of the Notes the Holder tendered and a
statement that such Holder is withdrawing all or a portion of
his tender;
(11) that (a) if Notes in an aggregate principal
amount less than or equal to the Purchase Amount are duly
tendered and not withdrawn pursuant to the Offer to Purchase,
the Issuer will purchase all such Notes and (b) if Notes in
an aggregate principal amount in excess of the Purchase
Amount are tendered and not withdrawn pursuant to the Offer
to Purchase, the Issuer will purchase Notes having an
aggregate principal amount equal to the Purchase Amount on a
pro rata basis (with such adjustments as may be deemed
appropriate so that only Notes in denominations of $1,000 or
integral multiples thereof will be purchased); and
(12) that in case of any Holder whose Note is
purchased only in part, the Issuer will execute, and the
Trustee will authenticate and deliver to the Holder of such
Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder, in an
aggregate principal amount equal to and in exchange for the
unpurchased portion of the Note so tendered.
Any Offer to Purchase shall be governed by and effected in
accordance with the Offer for such Offer to Purchase.
"Purchase Amount" has the meaning specified in the
definition of "Offer to Purchase".
"Purchase Date" has the meaning specified in the
definition of "Offer to Purchase".
"Purchase Price" has the meaning specified in the
definition of "Offer to Purchase".
"Redeemable Stock" of any Person means any equity
security of such Person that by its terms or otherwise is
required to be redeemed prior to the final stated maturity of
the Notes or is redeemable at the option of the holder prior
to the final stated maturity of the Notes.
"Related Person" of any Person means, without
limitation, any other Person owning (a) 10% or more of the
outstanding common stock of such Person (or, in the case of a
Person that is not a corporation, 10% or more of the equity
interest in such Person) or (b) 10% or more of the combined
voting power of the Voting Stock of such Person.
"Senior Debt" means all Debt of the Issuer, includ-
ing principal, premium, if any, and interest on (including
interest accruing after the filing of a petition initiating
any proceeding pursuant to any bankruptcy law, whether or not
allowed) or other amounts payable in connection with any Debt
of the Issuer, outstanding on the date of the First Sup-
plemental Indenture or thereafter created, incurred or
assumed (other than the Notes and any other Debt of the
Issuer which expressly provides by its terms or the terms of
the instrument creating or evidencing it that it is subor-
dinate in right of payment to any other Debt of the Issuer).
Without limiting the generality of the foregoing, "Senior
Debt" shall include the principal of and premium, if any, and
interest (including interest accruing after the occurrence of
an event of default or after the filing of a petition
initiating any proceeding pursuant to any bankruptcy law,
whether or not allowed) on all obligations of every nature of
the Issuer, from time to time owed to the lenders under or in
connection with the Credit Agreement, including without
limitation all fees, expenses, indemnities, reimbursement
obligations and all obligations with respect to any interest
rate protection agreement or commodities price protection
agreement with such Credit Agreement lenders. Notwithstand-
ing the foregoing, "Senior Debt" shall not include (A) Debt
of the Issuer to any Subsidiary of the Issuer (other than any
banks party to the Credit Agreement after exercise of
remedies thereunder) or (B) any liability for federal, state
or local taxes or other taxes owed by the Issuer.
"Senior Nonmonetary Default" has the meaning
specified in Section 13.3 of the First Supplemental Inden-
ture.
"Senior Payment Default" has the meaning specified
in Section 13.3 of the First Supplemental Indenture.
"Specified Senior Debt" has the meaning specified
in Section 13.3 of the First Supplemental Indenture.
"Subsidiary" of any Person means (i) a corporation
more than 50% of the outstanding Voting Stock of which is
owned, directly or indirectly, by such Person or by one or
more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person
(other than a corporation) in which such Person, or one or
more other Subsidiaries of such Person or such Person and one
or more other Subsidiaries thereof, directly or indirectly,
has at least a majority ownership and power to direct the
policies, management and affairs thereof.
"Voting Stock" of any Person means any and all
shares, interests, participations or other equivalents
(however designated) of such Person which ordinarily has
voting power for the election of directors (or persons per-
forming similar functions) of such Person."
3. For purposes of the Notes, and for the benefit
of the Holders thereof, Article Three of the Original Inden-
ture shall be amended by adding thereto the following addi-
tional covenants of the Issuer. Such covenants shall apply
only to the Notes except to the extent specifically made
applicable to any other series of Securities by the Board
Resolutions, Officer's Certificate or supplemental indenture
establishing such series of Securities as provided for in
Section 2.3 of the Indenture.
"SECTION 3.7 Limitation on Subordinated Liens.
So long as the Notes are Outstanding, the Issuer shall not,
and shall not permit any Subsidiary to, incur or suffer to
exist any Lien on property or assets now owned or hereinafter
acquired to secure Debt which is pari passu or (by the
express terms of such Debt or of the instrument creating or
evidencing it) subordinated in right of payment to the Notes
without making, or causing such Subsidiary to make, effective
provision for securing the Notes (and, if the Issuer shall so
determine, any other Debt of the Issuer which is not subor-
dinate to the Notes or of such Subsidiary) (x) equally and
ratably with such Debt as to such property or assets for so
long as such Debt shall be so secured or (y) in the event
such Debt is subordinate in right of payment to the Notes,
prior to such Debt as to such property or assets for so long
as such Debt will be so secured.
The foregoing restrictions will not apply to Liens
in respect of Debt which is pari passu or subordinated in
right of payment to the Notes existing at the date of the
First Supplemental Indenture or to:
(i) Liens on property existing at the time of
acquisition thereof (and not incurred in anticipa-
tion of the financing of such acquisition);
(ii) Liens on property of a Person existing
at the time such Person is merged into or con-
solidated with the Issuer or any Subsidiary;
(iii) Liens to secure Debt incurred for the
purpose of financing all or any part of the pur-
chase price or the cost of construction or improve-
ment of the property subject to such Liens;
provided, however, that (a) the principal amount of
any Debt secured by such a Lien does not exceed
100% of such purchase price or cost and (b) such
Lien does not extend to or cover any other property
other than such item of property and any improve-
ments on such item; and
(iv) Liens to secure any extension, renewal
or refinancing (or successive extensions, renewals
or refinancings), in whole or in part, of any Debt
secured by Liens referred to in the foregoing
clauses (i) to (iii) so long as such Lien does not
extend to any other property and the Debt so
secured is not increased.
SECTION 3.8 Limitation on Certain Debt. So long
as the Notes are Outstanding, the Issuer shall not incur any
Debt which by its terms is both (i) subordinated in right of
payment to any Senior Debt and (ii) senior in right of pay-
ment to the Notes.
SECTION 3.9 Transactions with Affiliates and
Related Persons. So long as the Notes are Outstanding, the
Issuer shall not, and shall not permit any Subsidiary to,
enter into any transaction or series of related transactions
involving aggregate consideration in excess of $1,000,000
and not in the ordinary course of business with an Affiliate
of the Issuer or a Related Person of the Issuer, including
any loan, advance or investment, either directly or
indirectly, unless:
(1) the Board of Directors or any Committee
of the Board of Directors of the Administrative
Managing General Partner of the Issuer (collec-
tively, the "Board") has adopted a resolution
approving such transaction as having terms no less
favorable to the Issuer or such Subsidiary than
those that could be obtained in a comparable arms
length transaction with an unrelated third party,
or
(2) the Issuer delivers to the Trustee an
opinion of a nationally recognized investment
banking firm stating that such transaction is fair
to the Issuer from a financial point of view.
For purposes of this covenant, transactions in the
ordinary course of business shall include but not be limited
to any transaction relating to:
(i) the payment to FTX or any of its Sub-
sidiaries, as unitholders of the Issuer, of
dividends and other distributions, including
deferred amounts, and the right to receive such
dividends or other distributions,
(ii) any arrangement that is either consis-
tent with past practices of the Issuer or approved
by the Board as being in the best interest of the
Issuer,
(iii) transactions between the Issuer or its
Subsidiaries and any employees, and
(iv) the payment of reasonable and customary
fees to the Managing General Partners of the
Issuer.
The above requirements shall not be applicable to
any transaction among the Issuer, its wholly owned Sub-
sidiaries, Agrico, Limited Partnership, IMC-Agrico Company,
or any combination thereof, nor shall compliance with the
requirements of the Credit Agreement, including the granting
of the Liens provided for therein, be regarded as transac-
tions with an Affiliate of the Issuer.
SECTION 3.10 Certain Sales of Assets. So long as
the Notes are Outstanding, the Issuer will not, and will not
cause or permit any Subsidiary to, consummate an Asset Dis-
position, unless: (i) the Issuer or such Subsidiary, as the
case may be, receives consideration at least equal to the
fair market value (as determined in good faith by the Board
whose determination thereof shall be conclusive) of the
shares or assets sold or otherwise disposed of; provided
that no consideration shall be required to be received by the
Issuer in the case of a transaction described in paragraph B
of the definition of "Net Proceeds" below, and (ii) either:
(a) within 360 days after the later of the
consummation of the Asset Disposition or the
receipt of Net Proceeds therefrom, the Issuer or
such Subsidiary applies (or in the case of clause
(2) below commences to apply) the Net Proceeds
either: (1) to acquire the Notes or to repay any
Senior Debt of the Issuer or any Debt which is
either pari passu to the Notes or secured by such
shares or assets sold or otherwise disposed of, (2)
to commence reinvestment, either directly or
through a Subsidiary of the Issuer, of such Net
Proceeds in any natural resource, fertilizer or
related business (including, without limitation,
the production, exploration, extraction, develop-
ment, marketing or refining of natural resources),
whether or not conducted by the Issuer as of the
date of the First Supplemental Indenture, and
delivers to the Trustee a Certificate of the
Administrative Managing General Partner outlining
the amount of the Net Proceeds to be used for the
proposed reinvestment and the approximate timing of
such reinvestment (it being understood that, in
connection with any reinvestment commenced in
accordance with this clause (2), the amount of Net
Proceeds deemed to be applied to such reinvestment
shall be the aggregate Net Proceeds estimated to be
required for such reinvestment as outlined in such
Certificate) or (3) to invest in Permitted Invest-
ments; or
(b) to the extent the Issuer or such Sub-
sidiary does not apply (or commence to apply) all
or any part of such Net Proceeds in accordance with
the immediately preceding clause (a), the Issuer
makes an Offer pursuant to an Offer to Purchase
in accordance with applicable law to purchase a
principal amount of the Notes and any other Debt
which is senior to or pari passu with the Notes and
which contains a covenant substantially similar to
this "Certain Sales of Assets" covenant equal to
the amount of such Net Proceeds which the Issuer or
such Subsidiary have not so applied (or commenced
to apply) pursuant to clause (a) above at 100% of
the principal amount plus accrued and unpaid inter-
est, if any.
Notwithstanding the foregoing, the Issuer shall not
be required to make an Offer to Purchase except to the extent
that the aggregate cumulative amount of Net Proceeds received
by the Issuer or any Subsidiary from all Asset Dispositions
and not previously applied as provided in either clauses (a)
or (b) of the next preceding sentence exceeds $150,000,000.
To the extent the Offer to Purchase is not fully subscribed
by the Holders of the Notes or other Debt, the Issuer may use
the remaining Net Proceeds for general partnership purposes,
including without limitation the payment of partnership
distributions.
If required to make an Offer to Purchase, the
Issuer will commence such offer not more than 360 days after
the later of the date of the consummation of the relevant
Asset Disposition or the receipt of Net Proceeds by the
Issuer or a Subsidiary. Prior to the Purchase Date, the
Issuer shall (i) accept for payment (on a pro rata basis, if
necessary) Notes or portions thereof tendered pursuant to the
Offer, in an aggregate principal amount equal to the Purchase
Amount applicable to the Notes or such lesser amount of the
Notes as shall have been tendered, (ii) deposit with the
Trustee, as paying agent (or, if the Issuer is acting as its
own paying agent, segregate and hold in trust), moneys suffi-
cient to pay the Purchase Price of all Notes or portions
thereof so accepted and (iii) deliver or cause to be
delivered to the Trustee all Notes so accepted together with
an Officer's Certificate stating the Notes or portions
thereof accepted for payment by the Issuer. If the aggregate
principal amount of the Notes tendered exceeds the applicable
Purchase Amount, the Issuer shall select the Notes to be
purchased on a pro rata basis to the nearest $1,000 of prin-
cipal amount. The Trustee, as paying agent, shall, on the
Purchase Date, mail or deliver payment to each Holder of a
Note or portion thereof so accepted for payment in the amount
of the Purchase Price, and the Issuer shall execute and the
Trustee shall promptly authenticate and mail a new Note equal
in principal amount to any unpurchased portion of the Notes
so surrendered. Any Note not accepted for payment shall be
promptly mailed or delivered by the Issuer to the Holder
thereof. The Issuer shall publicly announce the results of
the Offer on or as soon as practicable after the Purchase
Date.
"Asset Disposition" means, with respect to any
Person, any sale, transfer, conveyance, lease or other dis-
position (including, without limitation, by way of merger,
consolidation, spin-off, sale-leaseback or sale of shares of
capital stock in any subsidiary of such Person) by such
Person that is entered into and completed after the date of
the First Supplemental Indenture to any Person (other than
to the Issuer or a Subsidiary of any such Person and other
than in the ordinary course of business) of (i) any assets of
such Person or (ii) any shares of capital stock of such
Person's Subsidiaries, which, in either case, results in Net
Proceeds of $20,000,000 or more. For purposes of this
definition, the term "Asset Disposition" shall not include
any sales, transfer, conveyance, lease or other disposition
of assets and properties of the Issuer governed by Section
9.01 of the Original Indenture as modified by the First
Supplemental Indenture and does not include the granting of
any Lien unless and until the property subject to such Lien
is sold by or on behalf of the Person secured thereby.
"Net Proceeds" from an Asset Disposition means:
(A) cash payments received as consideration
for such Asset Disposition, including any cash
received by way of deferred payment of principal
pursuant to a note or installment receivable or
otherwise, but only as and when received (including
any cash received upon sale or disposition of such
note or receivable), but excluding any other con-
sideration received in the form of assumption by
the acquiring Person of Indebtedness or other
obligations relating to the property disposed of in
such Asset Disposition or received in any other
non-cash form; and
(B) (i) in the case of an Asset Disposition
other than an Asset Disposition described in clause
(iii) below, the aggregate fair market value of any
non-cash assets received as consideration for such
Asset Disposition, but only to the extent that such
non-cash assets are then distributed by the Issuer
as a distribution to its partners, (ii) in the case
of an Asset Disposition constituting a spin-off or
other distribution to its partners, the aggregate
fair market value on the date of such Asset Dis-
position of any non-cash assets that are dis-
tributed by the Issuer as a distribution to its
partners as part of such Asset Disposition, and
(iii) in the case of an Asset Disposition pursuant
to which the Issuer sells or otherwise conveys any
non-cash assets to any of its partners (other than
pursuant to a pro rata distribution to all of its
partners or any payments to FTX of deferred dis-
tributions) as consideration for the repurchase by
the Issuer of any of its partnership interests from
such partners, the aggregate fair market value of
the partnership interests repurchased provided that
in each such case the fair market value shall be
determined in good faith by the Board and such
determination shall be conclusive; and, provided
further, that, in the case of each of subclauses
(i), (ii) and (iii) of this clause (B), any such
Net Proceeds shall be deemed to have been received,
in respect of any Asset Disposition, at the time
when the Issuer distributes or otherwise sells or
conveys such non-cash assets to its partners;
in each case (A) or (B), net of all expenses,
commissions and other fees or obligations incurred,
all taxes required to be accrued and reasonable
reserves for the after-tax cost of any indemnifica-
tion (including environmental indemnification)
payments.
"Permitted Investment" means (i) interest bearing
deposit accounts in national or state banks having a combined
capital and surplus of not less than $100,000,000 and a
Moody's Bank Credit Report Service short-term deposit rating
of P-1; (ii) bankers' acceptances drawn on and accepted by
commercial banks having a combined capital and surplus of not
less than $100,000,000 and a Moody's Bank Credit Report
Service short term deposit rating of P-1; (iii) obligations
of the United States of America or any agency or instrumen-
tality of the United States of America; (iv) commercial or
finance company paper which is rated A-1 by Standard & Poor's
or P-1 by Moody's Investors Service; (v) corporate debt
securities rated A+ by Standard & Poor's or A-1 by Moody's
Investors Service; (vi) repurchase agreements with banking or
financial institutions having a combined capital and surplus
of not less than $100,000,000 and a Moody's Bank Credit
Report Service short-term deposit rating of P-1 with respect
to any of the foregoing obligations or securities; and (vii)
money market funds with assets of at least $1,000,000,000 and
portfolio guidelines consistent with the foregoing obliga-
tions and securities. Such investments shall have maturity
dates, or shall be subject to redemption by the holder at the
option of the holder, prior to the date which is one year
from the date of purchase of such investment.
SECTION 3.11 Provisions Related to Specified
Change of Control. So long as the Notes are Outstanding,
within 60 days of a Specified Change of Control, the Issuer
shall mail an Offer pursuant to an Offer to Purchase to
purchase all of the Outstanding Notes at a purchase price
equal to 101% of their aggregate principal amount plus
accrued interest to the Purchase Date. Prior to or concur-
rently with the mailing of the Offer, the Trustee will cause
a notice to be published in The Wall Street Journal (Eastern
Edition) or another daily newspaper of national circulation
stating (A) that such notice is being given pursuant to the
provisions of this Section 3.11 as a result of a Specified
Change in Control, (B) the Purchase Price per Note, (C) the
Purchase Date, (D) the procedures that such Holder must
follow to accept the Offer to Purchase and (E) the procedures
for withdrawing an acceptance of the Offer to Purchase.
Prior to the Purchase Date, the Issuer shall (i) accept for
payment Notes or portions thereof tendered pursuant to the
Offer, (ii) deposit with the Trustee, as paying agent, moneys
sufficient to pay the Purchase Price of all Notes or portions
thereof so accepted and (iii) deliver or cause to be
delivered to the Trustee all Notes so accepted together with
an Officer's Certificate stating the Notes or portions
thereof accepted for payment by the Issuer. The Trustee, as
paying agent, shall, on the Purchase Date, mail or deliver to
the Holders of the Notes or portions thereof so accepted
payment in an amount equal to the Purchase Price, and the
Trustee shall promptly authenticate and mail or deliver to
such Holders a new Note equal in principal amount to any
unpurchased portion of the Note surrendered as requested by
the Holder. Any Note not accepted for payment shall be
promptly mailed or delivered by the Issuer to the Holder
thereof. The Issuer shall publicly announce the results of
the Offer on or as soon as practicable after the Purchase
Date.
"Specified Change of Control" is defined to mean
when (a) any Person or any Persons (other than FTX and its
Affiliates) acting together which would constitute a "group"
(a "Group") for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, together with any
Affiliates, shall beneficially own, directly or indirectly,
more than 50% of the total voting power of all classes of
Voting Stock of the Administrative Managing General Partner
of the Issuer, and (b) there shall be a Rating Decline within
the period of 60 days following the first public announcement
of the circumstance described in clause (a) (the
"Announcement") (which period shall be extended, if during
such 60 days either both Rating Agencies shall have placed
the Issuer on credit watch or one of the Rating Agencies
shall have placed the Issuer on credit watch and the other
Rating Agency shall have made the determination described in
the definition of Rating Decline, until such time as it can
be determined whether or not there has been a Rating
Decline). A "Rating Decline" shall be deemed to have
occurred if the Notes shall be rated by each of the Rating
Agencies at a rating which is lower than the rating of the
Notes by such Rating Agency on the day before the
Announcement by more than one gradation (whether or not
within the same Rating Category). "Rating Agency" means
Standard & Poor's and its successors ("S&P"), and Moody's
Investors Service Inc. and its successors ("Moody's"), or, if
S&P and Moody's or both shall not make a rating of the Notes
publicly available, a nationally recognized statistical
rating agency or agencies, as the case may be, selected by
the Issuer which shall be substituted for S&P or Moody's or
both, as the case may be; and "Rating Category" means each
major rating category symbolized by (x) in the case of S&P,
AAA, AA, A, BBB, BB, B, CCC, CC and C and each such Rating
Category shall include pluses or minuses ("gradations")
modifying such capital letters; (y) in the case of Moody's,
Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C and each such Rating
Category shall include added numerals such as 1, 2 or 3
("gradations") modifying such letters; and (z) with respect
to any other Rating Agency, comparable or equivalent symbols.
SECTION 3.12 Provision of Financial Information.
So long as the Notes are Outstanding, the Issuer will provide
to the Trustee a copy of all the annual reports, quarterly
reports and other documents which the Issuer is required to
file with the Commission pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, or any
successor provision thereto. If, during any reporting
period, the Issuer is not required to file such reports with
the Commission, the Issuer will provide to the Trustee the
same financial reports concerning the Issuer as if the Issuer
were so required."
4. For purposes of the Notes, and for the benefit
of the Holders thereof, Section 5.1 of the Original Indenture
shall be amended (i) by amending clause (b) of the definition
of "Events of Default" as set forth below, (ii) by substitut-
ing clause (f) of the definition of "Events of Default" as
set forth below for clauses (f) and (g), (iii) by adding to
such definition a new clause (g) as set forth below and (iv)
by adding immediately after the first paragraph of Section
5.1 the Insert set forth below; provided that the Trustee
shall not be deemed to have knowledge of any such amended or
added Event of Default (except for the Event of Default set
forth in clause (b)) unless and until either (a) a Respon-
sible Officer of the Trustee assigned to its Corporate Trust
Office shall have actual knowledge of such Event of Default
or (b) the Trustee shall have received notice thereof from
the Issuer, from any Holder or from the holder of any Debt or
any agent or representative thereof, including the trustee
under any such mortgage, indenture or other instrument which
is the subject of such Event of Default. Such amended and
additional Events of Default shall apply only to the Notes
except to the extent specifically made applicable to any
other series of Securities by the Board Resolutions,
Officer's Certificate or supplemental indenture establishing
such series of Securities as provided for in Section 2.3 of
the Indenture.
"(b) default in the payment of all or any
part of the principal of any of the Notes as and
when the same shall become due and payable either
at maturity, upon any redemption, by declaration or
otherwise;"
"(f) a default under any bond, debenture,
note or other evidence of Debt for money borrowed
by the Issuer (including a default with respect to
Securities of any series other than the Notes)
having an aggregate principal amount outstanding of
at least $20,000,000 or under any mortgage, inden-
ture or instrument (including this Indenture) under
which there may be issued or by which there may be
secured or evidenced any Debt for money borrowed by
the Issuer having an aggregate principal amount
outstanding of at least $20,000,000 whether such
Debt now exists or shall hereafter be created (but
excluding in any case non-recourse Debt), which
default (A) shall constitute a failure to pay any
portion of the principal of such Debt when due and
payable after the expiration of any applicable
grace period with respect thereto or (B) shall have
resulted in such Debt becoming or being declared
due and payable prior to the date on which it would
otherwise have become due and payable, without such
Debt having been discharged or such acceleration
having been rescinded or annulled, in each such
case within 30 days after such default or such
acceleration, as the case may be;"
"(g) the rendering of a final judgment
or judgments against the Issuer or any Subsidiary
in an aggregate amount equal to or in excess of
$20,000,000, and any such judgments are not vacated
or discharged within 60 days after the judgment
becomes final and nonappealable;"
Insert: "If an Event of Default described in clause
(d) or clause (e) shall occur, the entire principal of the
Notes and the interest accrued thereon, if any, will ipso
facto become immediately due and payable, without any decla-
ration or other act on the part of the Trustee or any Holder
of the Notes."
5. For purposes of the Notes, and the benefit of
the Holders thereof, Article Nine of the Original Indenture
shall be amended by deleting Section 9.1 of the Original
Indenture and substituting therefor the following provisions.
Such amended provisions shall apply only to the Notes except
to the extent specifically made applicable to any other
series of Securities by the Board Resolutions, Officer's
Certificate or supplemental indenture establishing such
series of Securities as provided for in Section 2.3 of the
Indenture.
"SECTION 9.1 Covenant Not to Merge, Consolidate,
Sell or Convey Property Except Under Certain Conditions. So
long as the Notes are Outstanding, the Issuer covenants that
it will not (i) consolidate with or merge into any other
Person or permit any other Person to consolidate with or
merge into the Issuer or (ii) directly or indirectly, trans-
fer, sell, lease or otherwise dispose of all or substantially
all of its assets; unless:
(1) if the Issuer is not the surviving
entity, the successor entity or the Person which
acquires directly or indirectly by transfer, sale,
lease or other disposition all or substantially all
of the assets of the Issuer (the "Successor
Issuer") is organized under the laws of the United
States or any state thereof or the District of
Columbia and the Successor Issuer assumes all the
obligations of the Issuer under the Indenture and
the Notes by a supplemental indenture in form
satisfactory to the Trustee, executed and delivered
to the Trustee by the Successor Issuer; and
(2) immediately after giving effect to such
transaction, no Event of Default or event which,
with the giving of notice or the passage of time or
both, would constitute an Event of Default shall
have occurred and be continuing.
If the Successor Issuer is not a partnership, the
Indenture will be amended so that terms such as "partners"
and "distributions to partners" are revised to refer to
"Stockholders" and "dividends or other distributions to
stockholders" or similar terms that are appropriate to the
type of entity which constitutes the Successor Issuer."
6. For purposes of the Notes, and the benefit of
the Holders thereof, Section 10.1(B) of the Original Inden-
ture shall be replaced in its entirety by the following
provisions. Such provisions shall apply only to the Notes
except to the extent specifically made applicable to any
other series of Securities by the Board Resolutions,
Officer's Certificate or supplemental indenture establishing
such series of Securities as provided for in Section 2.3 of
the Indenture.
"(B) In addition to discharge of the Indenture
pursuant to the next preceding paragraph, in the case of the
Notes,
(x) the Issuer shall be deemed to have paid and
discharged the entire indebtedness on all the Notes on the
91st day after the date of the deposit referred to in sub-
paragraph (a) below, and the provisions of this Indenture
with respect to the Notes shall no longer be in effect
(except as to (i) rights of registration of transfer and
exchange of Notes and the Issuer's right of optional redemp-
tion, (ii) substitution of mutilated, defaced, destroyed,
lost or stolen Notes, (iii) rights of Holders of Notes to
receive payments of principal thereof and interest thereon,
upon the original stated due dates therefor (but not upon
acceleration), (iv) the rights, obligations, duties and
immunities of the Trustee hereunder, (v) the rights of the
Holders of Notes as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any
of them and (vi) the obligations of the Issuer under Section
3.2), such result being referred to herein as a "defeasance",
and the Trustee, at the expense of the Issuer, shall at the
Issuer's request, execute proper instruments acknowledging
the same, if
(a) with reference to this provision the
Issuer has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as trust
funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the
Holders of the Notes (i) cash in an amount, or (ii)
U.S. Government Obligations, maturing as to prin-
cipal and interest at such times and in such
amounts as will insure the availability of cash or
(iii) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of inde-
pendent public accountants expressed in a written
certification thereof delivered to the Trustee, to
pay the principal and interest on all Notes on the
date of maturity thereof or on a specified date
prior to their maturity, if such date is one upon
which the Notes may be optionally redeemed in
accordance with their terms and if the Issuer has
made arrangements with the Trustee satisfactory to
the Trustee for the optional redemption of all of
the Notes on such specified date;
(b) such deposit will not result in a breach
or violation of, or constitute a default under, any
agreement or instrument to which the Issuer is a
party or by which it is bound;
(c) no Event of Default or event that with
the passing of time or the giving of notice, or
both, shall constitute such an Event of Default
shall have occurred and be continuing;
(d) the Issuer has delivered to the Trustee
an Opinion of Counsel based on the fact that (x)
the Issuer has received from, or there has been
published by, the Internal Revenue Service a ruling
or (y) since the date hereof, there has been a
change in the applicable Federal income tax law, in
either case to the effect that, and such opinion
shall confirm that, the Holders of the Notes will
not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to
Federal income tax on the same amount and in the
same manner and at the same times, as would have
been the case if such deposit, defeasance and
discharge had not occurred;
(e) the Issuer has delivered to the Trustee
an Opinion of Counsel stating that such deposit
will not cause the Trustee or the trust so created
to be subject to the Investment Company Act of
1940; and
(f) the Issuer has delivered to the Trustee
an Officer's Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided
for relating to the defeasance contemplated by this
provision have been complied with; and
(y) the Issuer shall be permitted to (i) omit
to comply with the covenants added to the Indenture by
paragraph 3 of the Supplemental Indenture, (ii) be no
longer subject to the Events of Default specified in
clauses (c) (with respect to covenants so added by such
paragraph 3), (f) and (g) of the definition of "Events
of Default" contained in Section 5.1 of the Indenture as
amended by paragraph 4 of the Supplemental Indenture
("Defeasable Events") and (iii) cease to comply with
Article Thirteen of the Indenture as amended by
paragraph 7 of the Supplemental Indenture, as of the
91st day after the date of the deposit referred to in
subparagraph (a) below, such result being referred to
herein as a "covenant defeasance", (it being understood
that, notwithstanding such covenant defeasance, the
obligation of the Issuer to pay and the rights of
Holders of the Notes to receive payments of principal
thereof and interest thereon, upon the original stated
due dates therefor, pursuant to Section 3.1 of the
Indenture shall remain in full force and effect); and
the Trustee, at the expense of the Issuer, shall at the
Issuer's request, execute proper instruments acknowl-
edging the same, if the Issuer notifies the Trustee that
the provisions of this Section 10.1(B) are being com-
plied with solely to effect a covenant defeasance and
if
(a) with reference to this provision the
Issuer has irrevocably deposited or caused to
be irrevocably deposited with the Trustee as
trust funds in trust, specifically pledged as
security for, and dedicated solely to, the
benefit of the Holders of the Notes (i) cash
in an amount, or (ii) U.S. Government Obliga-
tions, maturing as to principal and interest
at such times and in such amounts as will
insure the availability of cash or (iii) a
combination thereof, sufficient, in the
opinion of a nationally recognized firm of
independent public accountants expressed in a
written certification thereof delivered to the
Trustee, to pay the principal and interest on
all Notes on the date of maturity thereof or
on a specified date prior to their maturity,
if such date is one upon which the Notes may
be optionally redeemed in accordance with
their terms and if the Issuer has made arran-
gements with the Trustee satisfactory to the
Trustee for the optional redemption of all of
the Notes on such specified date;
(b) such deposit will not result in a
breach or violation of, or constitute a
default under, any agreement or instrument to
which the Issuer is a party or by which it is
bound;
(c) no Event of Default (other than an
Event of Default related to a Defeasable
Event) or event that with the passing of time
or the giving of notice, or both, shall con-
stitute such an Event of Default shall have
occurred and be continuing;
(d) the Issuer has delivered to the
Trustee an Opinion of Counsel to the effect
that, and such opinion shall confirm that, the
Holders of the Notes will not recognize
income, gain or loss for Federal income tax
purposes as a result of such deposit,
defeasance and discharge and will be subject
to Federal income tax on the same amount and
in the same manner and at the same times, as
would have been the case if such deposit,
defeasance and discharge had not occurred;
(e) the Issuer has delivered to the
Trustee an Opinion of Counsel stating that
such deposit will not cause the Trustee or
the trust so created to be subject to the
Investment Company Act of 1940; and
(f) the Issuer has delivered to the
Trustee an Officer's Certificate and an
Opinion of Counsel, each stating that all
conditions precedent provided for relating to
the defeasance contemplated by this provision
have been complied with.
7. For purposes of the Notes, and the
benefit of the Holders thereof, Article Thirteen
of the Original Indenture shall be replaced in its
entirety by the following provisions. Such provi-
sions shall apply only to the Notes except to the
extent specifically made applicable to any other
series of Securities by the Board Resolutions,
Officer's Certificate or supplemental indenture
establishing such series of Securities as provided
for in Section 2.3 of the Indenture.
"SECTION 13.1 Notes Subordinate to
Senior Debt. The Issuer covenants and agrees, and
each Holder of a Note, by his acceptance thereof,
likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this
Article Thirteen, the indebtedness represented by
the Notes and the payment of the principal of (and
premium, if any) and interest on each and all of
the Notes (but not amounts owing to the Trustee by
the Issuer pursuant to Section 6.6 hereof) are
hereby expressly made subordinate and subject in
right of payment to the prior payment in full of
all Senior Debt.
SECTION 13.2 Payment Over of Proceeds
Upon Dissolution, Etc. In the event of (a) any
insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other
similar case or proceeding in connection therewith,
relative to the Issuer or to its creditors, as
such, or to its assets, or (b) any liquidation,
dissolution or other winding up of the Issuer,
whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (c) any
assignment for the benefit of creditors or any
other marshalling of assets and liabilities of the
Issuer, then and in any such event specified in
(a), (b) or (c) above (each such event, if any,
herein sometimes referred to as a "Proceeding") the
holders of Senior Debt shall first be entitled to
receive payment in full of all amounts payable with
respect to such Senior Debt, before the Holders of
the Notes are entitled to receive any payment on
account of principal of (or premium, if any) or
interest on the Notes or on account of purchase or
redemption or other acquisition of Notes by the
Issuer or any Affiliate of the Issuer (individually
and collectively, a "Notes Payment"), and to that
end the holders of Senior Debt shall be entitled to
receive, for application to the payment thereof,
any payment or distribution of any kind or charac-
ter, whether in cash, property or securities which
may be payable or deliverable in respect of the
Notes in any such Proceeding.
In the event that, notwithstanding the
foregoing provisions of this Section 13.2, the
Trustee or the Holder of any Note shall have
received any payment or distribution of assets of
the Issuer of any kind or character, whether in
cash, property or securities, before all Senior
Debt is paid in full, and if such fact shall, at or
prior to the time of such payment or distribution,
have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such
payment or distribution shall be held in trust for
the holders of Senior Debt and shall be paid over
or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, cus-
todian, assignee, agent or other Person making
payment or distribution of assets of the Issuer for
application to the payment of all Senior Debt
remaining unpaid, to the extent necessary to pay
all Senior Debt in full, after giving effect to any
concurrent payment or distribution to or for the
holders of Senior Debt.
For purposes of this Article Thirteen
only, the words "any payment or distribution of any
kind or character, whether in cash, property or
securities" shall not be deemed to include a pay-
ment or distribution of stock or securities of the
Issuer provided for by a plan of reorganization or
readjustment or of any other corporation provided
for by such plan of reorganization or readjustment
which stock or securities are subordinated in right
of payment to all then outstanding Senior Debt to
substantially the same extent as the Notes are so
subordinated as provided in this Article Thirteen;
provided that (i) the Senior Debt is assumed by the
new corporation, if any, resulting from any such
arrangement, reorganization or readjustment, and
(ii) the rights of the holders of the Senior Debt
are not, without the consent of such holders,
impaired by such arrangement, reorganization or
readjustment. The consolidation of the Issuer
with, or the merger of the Issuer into, another
Person or the liquidation or dissolution of the
Issuer following the conveyance or transfer of its
properties and assets substantially as an entirety
to another Person upon the terms and conditions set
forth in Article Nine shall not be deemed a
Proceeding for the purposes of this Section if the
Person formed by such consolidation or into which
the Issuer is merged or the Person which acquires
by conveyance or transfer such properties and
assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the
conditions set forth in Article Nine.
SECTION 13.3 No Payment When Senior
Debt in Default. In the event that any Senior
Payment Default (as defined below) shall have
occurred and be continuing, then no Notes Payment
shall be made unless and until such Senior Payment
Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and
payable in respect of all Senior Debt shall have
been paid in full. For purposes hereof, "Senior
Payment Default" means any default in the payment
of principal of (or premium, if any) or interest on
Specified Senior Debt (as defined below), or any
other amount of Senior Debt owing, including the
payment of commitment or facility fees, letter of
credit fees or agency fees under the Credit Agree-
ment, when due, whether at the fixed maturity of
any such payment or by declaration of acceleration,
call for redemption or otherwise.
In the event that any Senior Nonmonetary
Default (as defined below) shall have occurred and
be continuing, then, upon the receipt by the Issuer
and the Trustee of written notice of such Senior
Nonmonetary Default from the Agent Bank for the
Credit Agreement or, if there is then no Credit
Agreement, from an authorized Person on behalf of
any holder of any other Specified Senior Debt, no
Notes Payment shall be made during the period (the
"Payment Blockage Period") commencing on the date
of such receipt of such written notice (the "Block-
age Notice") and ending on the earliest of (i) the
date, if any, on which the Specified Senior Debt to
which such default relates is discharged or such
default is waived or otherwise cured, (ii) the
179th day after the date of such receipt of such
written notice and (iii) the date, if any, on which
such Payment Blockage Period shall have been ter-
minated by written notice to the Issuer or Trustee
from the Agent Bank for the Credit Agreement, or
from the person who gave the Blockage Notice. In
any event, not more than one Payment Blockage
Period may be commenced during any period of 360
consecutive days, and there shall be a period of at
least 181 consecutive days in each period of 360
consecutive days when no Payment Blockage Period is
in effect. No Senior Nonmonetary Default that
existed or was continuing on the date of commence-
ment of any Payment Blockage Period with respect to
the Specified Senior Debt initiating such Payment
Blockage Period shall be, or be made, the basis for
the commencement of a subsequent Payment Blockage
Period unless such Senior Nonmonetary Default shall
have been cured or waived for a period of not less
than 90 consecutive days. For the purposes hereof,
"Specified Senior Debt" means (i) all Senior Debt
under the Credit Agreement and (ii) any other issue
of Senior Debt having a principal amount of at
least $10,000,000. For purposes hereof, "Senior
Nonmonetary Default" means the occurrence or exist-
ence of any event, circumstance, condition or state
of facts that, by the terms of any instrument
pursuant to which any Senior Debt is outstanding,
permits one or more holders of such Senior Debt (or
a trustee or agent on behalf of the holders
thereof) to declare such Senior Debt due and pay-
able prior to the date on which it would otherwise
become due and payable, other than a Senior Payment
Default.
In the event that, notwithstanding the
foregoing, the Issuer shall make any payment to the
Trustee or any Holder prohibited by the foregoing
provisions of this Section 13.3, and if such fact
shall, at or prior to the time of such payment,
have been made known to the Trustee or, as the case
may be, such Holder, then and in such event such
payment shall be held in trust for the holders of
Senior Debt and shall be paid over and delivered
forthwith to the holders of the Senior Debt remain-
ing unpaid, to the extent necessary to pay in full
all the Senior Debt.
SECTION 13.4 Payment Permitted If No
Default. Nothing contained in this Article Thirteen
or elsewhere in this Indenture or in any of the
Notes shall prevent (a) the Issuer, at any time
except during the pendency of any Proceeding
referred to in Section 13.2 or under the conditions
described in Section 13.3, from making Notes Pay-
ments, or (b) the application by the Trustee of any
money deposited with it hereunder to Notes Payments
or the retention of such payment by the Holders,
if, at the time of such application by the Trustee,
it did not have knowledge that such payment would
have been prohibited by the provisions of this
Article Thirteen.
SECTION 13.5 Subrogation to Rights of
Holders of Senior Debt. Subject to the payment in
full of all amounts due or to become due on or in
respect of Senior Debt, the Holders of the Notes
shall be subrogated to the rights of the holders of
such Senior Debt to receive payments and distribu-
tion of cash, property and securities applicable to
the Senior Debt until the principal of (and
premium, if any) and interest on the Notes shall be
paid in full. For purposes of such subrogation, no
payments or distributions to the holders of the
Senior Debt of any cash, property or securities to
which the Holders of the Notes or the Trustee would
be entitled except for the provisions of this
Article Thirteen, and no payments over pursuant to
the provisions of this Article Thirteen to the
holders of Senior Debt by Holders of the Notes or
the Trustee, shall, as among the Issuer, its
creditors other than holders of Senior Debt and the
Holders of the Notes, be deemed to be a payment or
distribution by the Issuer to or on account of the
Senior Debt.
SECTION 13.6 Provisions Solely to
Define Relative Rights. The provisions of this
Article Thirteen are and are intended solely for
the purpose of defining the relative rights of the
Holders on the one hand and the holders of Senior
Debt on the other hand. Nothing contained in this
Article Thirteen or elsewhere in this Indenture or
in the Notes is intended to or shall (a) impair, as
among the Issuer, its creditors other than holders
of Senior Debt and the Holders of the Notes, the
obligation of the Issuer, which is absolute and
unconditional (and which, subject to the rights
under this Article Thirteen of the holders of
Senior Debt, is intended to rank equally with all
other general obligations of the Issuer) to pay to
the Holders of the Notes the principal of (and
premium, if any) and interest on the Notes as when
the same shall become due and payable in accordance
with their terms; or (b) affect the relative rights
against the Issuer of the Holders of the Notes and
creditors of the Issuer other than the holders of
Senior Debt; or (c) prevent the Trustee or the
Holder of any Note from exercising all remedies
otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if
any, under this Article Thirteen of the holders of
Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the
Trustee or such Holder.
SECTION 13.7 Trustee to Effectuate
Subordination. Each Holder of a Note by his accept-
ance thereof authorizes and directs the Trustee on
his behalf to take such action as may be necessary
or appropriate to effectuate the subordination
provided in this Article Thirteen and appoints the
Trustee his attorney-in-fact for any and all such
purposes.
SECTION 13.8 No Waiver of Subordination
Provisions. No right of any present or future
holder of any Senior Debt to enforce subordination
as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act
on the part of the Issuer or by any act or failure
to act, in good faith, by any such holder, or by
any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regard-
less of any knowledge thereof any such holder may
have or be otherwise charged with.
Without in any way limiting the
generality of the foregoing paragraph, the holders
of Senior Debt may, at any time and from time to
time, without the consent of or notice to the
Trustee or the Holders of the Notes, without incur-
ring responsibility to the Trustee or the Holders
of the Notes and without impairing or releasing the
subordination provided in this Article Thirteen or
the obligations hereunder of the Holders of the
Notes to the holders of Senior Debt, do any one or
more of the following: (i) change the manner,
place or terms of payment or extend the time of
payment of, or renew or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior
Debt or any instrument evidencing the same or any
agreement under which Senior Debt is outstanding;
(ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise secur-
ing Senior Debt; (iii) release any Person liable in
any manner for the collection of Senior Debt; and
(iv) exercise or refrain from exercising any rights
against the Issuer and any other Person.
SECTION 13.9 Notice to Trustee. The
Issuer shall give prompt written notice to the
Trustee of any fact known to the Issuer which would
prohibit the making of any payment of moneys to or
by the Trustee in respect of the Notes and of any
subsequent event which would permit the making of
any such payment. Notwithstanding the provisions
of this Article Thirteen or any other provision of
this Indenture, the Trustee shall not be charged
with knowledge of the existence of any facts which
would prohibit the making of any payment to or by
the Trustee in respect of the Notes, unless and
until the Trustee shall have received written
notice thereof, mailed or delivered to the Trustee
at its corporate trust office, from the Issuer or a
holder of Senior Debt or from any trustee therefor
or an agent or representative thereof; provided
that if at least three Business Days prior to the
date upon which by the terms hereof any such moneys
may become payable for any purpose (including,
without limitation, the payment of the principal of
or interest or premium (if any) on any Note) the
Trustee shall not have received with respect to
such moneys the notice provided for in this Sec-
tion, then, anything herein contained to the con-
trary notwithstanding, the Trustee shall have full
power and authority to receive such moneys and to
apply the same to the purpose for which they were
received and shall not be affected by any notice to
the contrary that may be received by it within
three Business Days prior to or on or after such
date.
Subject to the provisions of Section 6.1,
the Trustee shall be entitled to rely on the
delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt
(or a trustee therefor or an agent or repre-
sentative thereof) to establish that such notice
has been given by a holder of Senior Debt (or a
trustee therefor or an agent or representative
thereof). In the event that the Trustee determines
in good faith that further evidence is required
with respect to the right of any Person as a holder
of Senior Debt to participate in any payment or
distribution pursuant to this Article Thirteen, the
Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to
the amount of Senior Debt held by such Person, the
extent to which such Person is entitled to par-
ticipate in such payment or distribution and any
other facts pertinent to the rights of such Person
under this Article Thirteen, and if such evidence
is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to
the right of such Person to receive such payment.
SECTION 13.10 Reliance on Judicial
Order or Certificate of Liquidating Agent. Upon
any payment or distribution of assets of the Issuer
referred to in this Article Thirteen, the Trustee,
subject to the provisions of Section 6.1, and the
Holders of the Notes shall be entitled to rely upon
any order or decree entered by any court of com-
petent jurisdiction in such Proceeding, or a cer-
tificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the
benefit of creditors, agent or other Person making
such payment or distribution, delivered to the
Trustee or to the Holders of Notes, for the purpose
of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the
Senior Debt and other Debt of the Issuer, the
amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Thir-
teen.
SECTION 13.11 Trustee Not Fiduciary for
Holders of Senior Debt. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of
Senior Debt and shall not be liable to any such
holders if it shall in good faith mistakenly pay
over or distribute to Holders of Notes or to the
Issuer or to any other Person cash, property or
securities to which any holders of Senior Debt
shall be entitled by virtue of this Article Thir-
teen or otherwise. The Trustee's duties with
respect to holders of Senior Debt are limited to
those specifically set forth in this Indenture, and
no implied covenants or obligations shall be con-
strued by any provision hereof.
SECTION 13.12 Rights of Trustee as
Holder of Senior Debt; Preservation of Trustee's
Rights. The Trustee in its individual capacity
shall be entitled to all the rights set forth in
this Article Thirteen with respect to any Senior
Debt which may at any time be held by it, to the
same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee
of any of its rights as such holder.
Nothing in this Article Thirteen shall
apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.6.
SECTION 13.13 Applicability to Paying
Agents. In case at any time any Paying Agent other
than the Trustee shall have been appointed by the
Issuer and be then acting hereunder, the term
"Trustee" as used in this Article Thirteen shall in
such case (unless the context otherwise requires)
be construed as extending to and including such
Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were
named in this Article Thirteen in addition to or in
place of the Trustee; provided, however, that this
Section 13.13 shall not apply to the Issuer or any
Affiliate of the Issuer if it or such Affiliate
acts as Paying Agent.
SECTION 13.14 Defeasance of this
Article Thirteen. The subordination of the Notes
provided by this Article Thirteen is expressly made
subject to the provisions for discharge, defeasance
or covenant defeasance in Article Ten of the Inden-
ture and, anything herein to the contrary not-
withstanding, upon the effectiveness of any such
discharge, defeasance or covenant defeasance, the
Notes shall thereupon cease to be subordinated
pursuant to this Article Thirteen.
SECTION 13.15 Modification of Indenture
With Respect to Subordination. Notwithstanding the
provisions of Section 8.2 of the Original Inden-
ture, no supplemental indenture entered into pur-
suant thereto shall amend the provisions of the
Indenture with respect to subordination in a manner
that will adversely affect the Holders of the Notes
without the consent of the Holder of each Note so
affected.
SECTION 13.16 References to Senior
Indebtedness. All references in the Original
Indenture (other than in Article Thirteen) to
"Senior Indebtedness" shall be deemed to include
"Senior Debt" as defined in the First Supplemental
Indenture."
8. The Issuer hereby appoints the Trus-
tee as paying agent, transfer agent and registrar
for the Notes and the agency where notices and
demands to or upon the Issuer in respect of the
Notes or the Indenture may be served.
9. This Supplemental Indenture and each
Note shall be deemed to be a contract under the
laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of
such State, except as may otherwise be required by
mandatory provisions of law.
10. This Supplemental Indenture may be
executed in any number of counterparts, each of
which shall be an original; but such counterparts
shall together constitute but one and the same
instrument.
11. The recitals contained herein shall
be taken as the statements of the Issuer and the
Trustee assumes no responsibility for the correct-
ness of same. The Trustee makes no representations
as to the validity of this Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto
have caused this First Supplemental Indenture to be
duly executed, and the appropriate corporate seals
to be hereunto affixed and attested, all as of
February 15, 1994.
FREEPORT-McMoRan RESOURCE
PARTNERS, LIMITED PARTNERSHIP
By FREEPORT-McMoRan INC.
(Administrative Managing
General Partner)
By
----------------------------
Title: Vice President and
Treasurer
[CORPORATE SEAL]
Attest:
By
-------------------------
Title: Secretary, Freeport-
McMoRan Inc.
CHEMICAL BANK, as Trustee
By
----------------------------
Title:
[CORPORATE SEAL]
Attest:
By
-------------------------
Title:
STATE OF LOUISIANA )
) ss.:
PARRISH OF ORLEANS )
On this ____ of February, 1994 before me
personally came ____________, to me personally
known, who, being by me duly sworn, did depose and
say that he resides at _________________________;
that he is the ________________ of Freeport-McMoRan
Inc., one of the corporations which executed the
above instrument; that he knows the corporate seal
of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of
said corporation, and that he signed his name
thereto by like authority.
[NOTARIAL SEAL]
-----------------------
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ____ of February, 1994 before me
personally came , to me personally known,
who, being by me duly sworn, did depose and say
that he resides at that he is a
of , one of the corporations which
executed the above instrument; that he knows the
corporate seal of said corporation; that the seal
affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed
his name thereto by like authority.
[NOTARIAL SEAL]
---------------------
Notary Public
