<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 12, 1998
IMC GLOBAL INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-9759 36-3492467
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
</TABLE>
2100 SANDERS ROAD
Northbrook, Illinois 60062
Registrant's telephone number, including area code:
(847) 272-9200
================================================================================
<PAGE>
Item 5: Other Events
On November 12, 1998, IMC Global Inc. completed a public offering of (i)
$300,000,000 aggregate principal amount of its 7.40% Notes due November 1, 2002
and (ii) $300,000,000 aggregate principal amount of its 7.625% Notes due
November 1, 2005.
The purpose of this Current Report on Form 8-K is to incorporate by
reference into the Registration Statement on Form S-3 (No. 333-63503) of IMC
Global Inc. the documents filed as exhibits hereto.
Item 7: Exhibits
1.1 Terms Agreement, dated November 6, 1998, among IMC Global Inc. and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase
Securities Inc., J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.
(the "Underwriters") related to the purchase by the Underwriters of (i)
$300,000,000 aggregate principal amount of IMC Global Inc.'s 7.40% Notes
due November 1, 2002 and (ii) $300,000,000 aggregate principal amount of
IMC Global Inc.'s 7.625% Notes due November 1, 2005.
4.2 Form of $200,000,000 aggregate principal amount 7.40% Note
4.3 Form of $100,000,000 aggregate principal amount 7.40% Note
4.4 Form of $200,000,000 aggregate principal amount 7.625% Note
4.5 Form of $100,000,000 aggregate principal amount 7.625% Note
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMC GLOBAL INC.
By: /s/ PHILLIP GORDON
--------------------------
PHILLIP GORDON
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
Dated: November 17, 1998
-3-
<PAGE>
Exhibit 1.1
IMC GLOBAL INC.
(a Delaware Corporation)
Senior Debt Securities
TERMS AGREEMENT
---------------
November 6, 1998
To: IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062-6146
Ladies and Gentlemen:
We understand that IMC Global Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $300,000,000 aggregate principal amount of its 7.40%
Notes due 2002 (the "2002 Notes") and $300,000,000 aggregate principal amount of
its 7.625% Notes due 2005 (the "2005 Notes", and together with the 2002 Notes,
the "Underwritten Securities"). Subject to the terms and conditions set forth or
incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase , severally and not jointly, the principal
amount of Underwritten Securities set forth opposite their names below at the
purchase price set forth below.
<TABLE>
<CAPTION>
Principal Principal
Amount Amount
of of
Name of Underwriter 2002 Notes 2005 Notes
- ------------------- ------------ ------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................. $192,000,000 $192,000,000
Chase Securities Inc.............................. 36,000,000 36,000,000
J.P. Morgan Securities Inc........................ 36,000,000 36,000,000
Salomon Smith Barney Inc.......................... 36,000,000 36,000,000
------------ ------------
Total......................... $300,000,000 $300,000,000
============ ============
</TABLE>
<PAGE>
The 2002 Notes shall have the following terms:
Title: 7.40% Notes due 2002.
Rank: Senior Debt.
Ratings: Moody's Investor's Service, Inc. - Baa2. Standard
& Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc. - BBB.
Aggregate principal amount: $300,000,000.
Denominations: $1,000 and integral multiples thereof.
Currency of payment: United States dollars.
Interest rate or formula: 7.40% per annum.
Interest payment dates: Each May 1 and November 1, commencing May 1, 1999.
Regular record dates: Each April 15 and October 15.
Stated maturity date: November 1, 2002.
Redemption provisions: None.
Sinking fund requirements: None.
Conversion provisions: None.
Listing requirements: None.
Black-out provisions: During a period of nine days from November 6,
1998, the Company will not, without the prior
written consent, such consent not to be
unreasonably withheld, of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, 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 2002
Notes or such other debt securities.
2
<PAGE>
Fixed or Variable Price Offering: Fixed price offering.
Initial public offering price 99.821% of the principal amount, plus accrued
per share: interest, if any, from November 12, 1998.
Purchase price: 99.271% of the principal amount.
Form: Global certificate representing the 2002
Notes registered in the name of Cede & Co.,
as nominee for The Depository Trust Company.
Other terms and conditions: The 2002 Notes will be issued under an
indenture, dated as of August 1, 1998,
between the Company and The Bank of New York,
as Trustee (the "Indenture"). All references
to the "Indenture" in the Underwriting
Agreement (as defined below) shall be deemed
to refer to the Indenture.
Closing date and location: November 12, 1998; Brown & Wood LLP, One
World Trade Center, New York, New York 10048.
The 2005 Notes shall have the following terms:
Title: 7.625% Notes due 2005.
Rank: Senior Debt.
Ratings: Moody's Investor's Service, Inc. - Baa2.
Standard & Poor's Ratings Service, a division
of The McGraw-Hill Companies, Inc. - BBB.
Aggregate principal amount: $300,000,000.
Denominations: $1,000 and integral multiples thereof.
Currency of payment: United States dollars.
Interest rate or formula: 7.625% per annum.
Interest payment dates: Each May 1 and November 1, commencing May 1,
1999.
3
<PAGE>
Regular record dates: Each April 15 and October 15.
Stated maturity date: November 1, 2005.
Redemption provisions: None.
Sinking fund requirements: None.
Conversion provisions: None.
Listing requirements: None.
Black-out provisions: During a period of nine days from
November 6, 1998, the Company will
not, without the prior written
consent, such consent not to be
unreasonably withheld, of Merrill
Lynch, Pierce, Fenner & Smith
Incorporated, 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 2005 Notes or such other debt
securities.
Fixed or Variable Price Offering: Fixed price offering.
Initial public offering price per share: 99.489% of the principal amount, plus
accrued interest, if any, from
November 12, 1998.
Purchase price: 98.864% of the principal amount.
Form: Global certificate representing the
2005 Notes registered in the name of
Cede & Co., as nominee for The
Depository Trust Company.
Other terms and conditions: The 2005 Notes will be issued under an
indenture, dated as of August 1, 1998,
between the Company and The Bank of
New York, as Trustee (the
"Indenture"). All references to the
"Indenture" in the Underwriting
Agreement (as defined below) shall be
deemed to refer to the Indenture.
Closing date and location: November 12, 1998; Brown & Wood llp,
One World Trade Center, New York, New
York 10048.
4
<PAGE>
The obligations of the Underwriters and the Company are subject to the
registration under the Securities Act of 1933, as amended, by the Company of
$100,000,000 of additional Underwritten Securities not covered by the
Registration Statement on Form S-3 (File No. 333-63503). All of the provisions
contained in the Company's Underwriting Agreement, dated October 20, 1998 (the
"Underwriting Agreement"), are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth in full herein. Unless
otherwise specified herein, terms defined in the Underwriting Agreement are used
herein as therein defined.
This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed wholly in such State.
5
<PAGE>
If the foregoing is in accordance with your understanding of the agreement
among the Underwriters and the Company, please sign and return to the
undersigned a counterpart hereof, whereupon this instrument, along with all
counterparts and together with the Underwriting Agreement, shall be a binding
agreement among the Underwriters named herein and the Company in accordance with
its terms and the terms of the Underwriting Agreement.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
CHASE SECURITIES INC.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Janet Mitchell
-----------------------------------------
Authorized Signatory
Accepted:
IMC GLOBAL INC.
By: /s/ E. Paul Dunn, Jr.
-----------------------------------
Name: E. Paul Dunn, Jr.
Title: Vice President and Treasurer
6
<PAGE>
Exhibit 4.2
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. 1 $200,000,000
CUSIP No. 449669CF5
IMC Global Inc.
7.40% Notes due 2002
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 Two Hundred Million Dollars ($200,000,000) on
November 1, 2002, and to pay interest thereon from November 12, 1998 or from the
most recent interest payment date to which interest has been paid or duly
provided for, payable semiannually on May 1 and November 1 in each year (each,
an "Interest Payment Date"), commencing May 1, 1999, at the rate of 7.40% 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 or maturity 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 or maturity 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
<PAGE>
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 April 15 or October 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 November 12, 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 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
2
<PAGE>
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 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 November 12, 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 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.
3
<PAGE>
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.
4
<PAGE>
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: November 12, 1998
THE BANK OF NEW YORK,
as Trustee
By:_____________________________
Authorized Signatory
5
<PAGE>
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.
6
<PAGE>
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.
7
<PAGE>
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. 1 $100,000,000
CUSIP No. 449669CF5
IMC Global Inc.
7.40% Notes due 2002
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 One Hundred Million Dollars ($100,000,000) on
November 1, 2002, and to pay interest thereon from November 12, 1998 or from the
most recent interest payment date to which interest has been paid or duly
provided for, payable semiannually on May 1 and November 1 in each year (each,
an "Interest Payment Date"), commencing May 1, 1999, at the rate of 7.40% 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 or maturity 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 or maturity 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
<PAGE>
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 April 15 or October 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 November 12, 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 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
2
<PAGE>
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 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 November 12, 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 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.
3
<PAGE>
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.
4
<PAGE>
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: November 12, 1998
THE BANK OF NEW YORK,
as Trustee
By:_________________________________________
Authorized Signatory
5
<PAGE>
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.
6
<PAGE>
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.
7
<PAGE>
Exhibit 4.4
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. 1 $200,000,000
CUSIP No. 449669CG3
IMC Global Inc.
7.625% Notes due 2005
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 Two Hundred Million Dollars ($200,000,000) on
November 1, 2005, and to pay interest thereon from November 12, 1998 or from the
most recent interest payment date to which interest has been paid or duly
provided for, payable semiannually on May 1 and November 1 in each year (each,
an "Interest Payment Date"), commencing May 1, 1999, at the rate of 7.625% 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 or maturity 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 or maturity 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
<PAGE>
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 April 15 or October 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 November 12, 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 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
2
<PAGE>
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 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 November 12, 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 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.
3
<PAGE>
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.
4
<PAGE>
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: November 12, 1998
THE BANK OF NEW YORK,
as Trustee
By:__________________________
Authorized Signatory
5
<PAGE>
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.
6
<PAGE>
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.
7
<PAGE>
Exhibit 4.5
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. 1 $100,000,000
CUSIP No. 449669CG3
IMC Global Inc.
7.625% Notes due 2005
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 One Hundred Million Dollars ($100,000,000) on
November 1, 2005, and to pay interest thereon from November 12, 1998 or from the
most recent interest payment date to which interest has been paid or duly
provided for, payable semiannually on May 1 and November 1 in each year (each,
an "Interest Payment Date"), commencing May 1, 1999, at the rate of 7.625% 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 or maturity 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 or maturity 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
<PAGE>
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 April 15 or October 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 November 12, 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 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
2
<PAGE>
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 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 November 12, 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 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.
3
<PAGE>
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.
4
<PAGE>
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: November 12, 1998
THE BANK OF NEW YORK,
as Trustee
By:_________________________________________
Authorized Signatory
5
<PAGE>
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.
6
<PAGE>
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.
7
