EXHIBIT 10.i.c.

 

SUPPLEMENTAL INDENTURE

 

This Supplemental Indenture (this “Supplemental Indenture”), dated as of January 4, 2005 is by and among Mosaic Global Holdings Inc. (formerly known as IMC Global Inc.), a Delaware corporation (the “Company”), The Mosaic Company, a Delaware corporation (“Mosaic”), Mosaic Fertilizer, LLC, a Delaware limited liability company (“Mosaic Fertilizer”), Mosaic Crop Nutrition, LLC, a Delaware limited liability company (“Mosaic Crop Nutrition”), and The Bank of New York, a New York banking corporation, as trustee under the Original Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H:

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of December 1, 1991 (as amended and supplemented from time to time, the “Original Indenture”) providing for the issuance of senior debt securities of the Company in series;

 

WHEREAS, pursuant to the Original Indenture, the Company has issued heretofore $100,000,000 aggregate principal amount of 9.45% Senior Debentures due 2011 (the “Existing Securities”), of which an aggregate principal amount of $18,490,000 are outstanding as of the date hereof;

 

WHEREAS, the Company has solicited consents from Holders of the Existing Securities to certain amendments (the “Amendments”) to the Original Indenture and the Existing Securities, which are set forth in this Supplemental Indenture;

 

WHEREAS, the Company has received the written consent to the Amendments from Holders of a majority of the principal amount outstanding of the Existing Securities;

 

WHEREAS, on the Operative Date (as defined below) (but not prior thereto), the Amendments shall become and remain operative;

 

WHEREAS, in connection with the Amendments, on the Operative Date, Mosaic, Mosaic Fertilizer and Mosaic Crop Nutrition will fully and unconditionally guarantee all of the Company’s obligations under the Existing Securities and the Original Indenture on the terms and conditions set forth herein; and

 

WHEREAS, pursuant to Section 8.2 of the Original Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

---

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Existing Securities as follows:

 

Article I

 

DEFINITIONS

 

Section 1.1. Definitions.

 

The Original Indenture together with this Supplemental Indenture are hereinafter sometimes collectively referred to as the “Indenture.” For the avoidance of doubt, references to any “Section” of the “Indenture” refer to such Section of the Original Indenture as supplemented and amended by this Supplemental Indenture. All capitalized terms which are used herein and not otherwise defined herein are defined in the Original Indenture and are used herein with the same meanings as in the Original Indenture. If a capitalized term is defined in the Original Indenture and this Supplemental Indenture, the definition in this Supplemental Indenture shall apply to the Indenture and the Existing Securities.

 

Section 1.1 of the Original Indenture shall be amended to insert alphabetically therein the following defined terms:

 

“Affiliate Guarantor” shall have the meaning given to such term in the High-Yield Indentures.

 

“Capital Stock” shall mean (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such person, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

 

“Guarantor” shall mean (i) each of Mosaic, Mosaic Fertilizer and Mosaic Crop Nutrition and (ii) each other Person that issues a Note Guarantee under Article XIII, in each case, so long as the Note Guarantee of such Person is in full force and effect.

 

“High-Yield Indentures” shall mean, collectively, (i) the Indenture, dated as of August 1, 2003, among the Company, the Guarantors named therein and BNY Midwest Trust Company, as trustee, with respect to the Company’s 10.875% Senior Notes due 2013 (the “2013 Indenture”), (ii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Company’s 10.875% Senior Notes due 2008 (the “2008 Indenture”) and (iii) the Indenture, dated as of May 17, 2001, among the Company, the Guarantors named therein and The Bank of New York, as trustee, with respect to the Company’s 11.250% Senior Notes due 2011 (the “2011 Indenture”), in each case as amended, restated or supplemented from time to time.

 

“High-Yield Notes” shall mean, collectively, (i) the 11.250% Senior Notes due 2011 of the Company issued under the 2011 Indenture, (ii) the 10.875%

 

2

---

Senior Notes due 2008 of the Company issued under the 2008 Indenture and (iii) the 10.875% Senior Notes due 2013 of the Company issued under the 2013 Indenture.

 

“Mosaic” shall mean The Mosaic Company, a Delaware corporation, and any successor thereto.

 

“Mosaic Crop Nutrition” shall mean Mosaic Crop Nutrition, LLC, a limited liability company organized under the laws of Delaware, and any successor thereto.

 

“Mosaic Fertilizer” shall mean Mosaic Fertilizer, LLC, a limited liability company organized under the laws of Delaware, and any successor thereto.

 

“Note Guarantee” shall mean a guarantee of the Existing Securities issued by a Guarantor under Article XIII.

 

“Operative Date” shall mean the date the amendments set forth in the Supplemental Indenture dated as of January 04, 2005 to this Indenture become operative.

 

“Phosphates Business” shall mean the PhosFeed business segment as such term is used within the meaning of the Company’s consolidated financial statements for the year ended December 31, 2003.

 

“Phosphates Combination Transaction” shall mean any one or more transactions or series of related transactions involving (i) the sale, lease, conveyance, contribution and/or other transfer (a “contribution”) of assets or Capital Stock comprising all or any portion of the Phosphates Business to an entity formed or to be formed (such entity, the “Phosphates Holding Company” and, together with its Subsidiaries, the “Phosphates Entities”) by the Company or a Subsidiary thereof and/or Mosaic or a Subsidiary thereof and/or (ii) the merger or consolidation of a Subsidiary of the Company comprising all or any portion of the Phosphates Business with or into any Phosphates Entity, provided that:

 

(a) the Company and its Subsidiaries, taken as a whole, shall receive consideration at the time of such contribution, merger or consolidation equal to not less than the fair market value of the assets or Capital Stock so contributed or the fair market value of the assets of the Subsidiary of the Company so merged or consolidated, as the case may be, as reasonably determined in good faith by the Board of Directors of the Company; and

 

(b) the Company and its Subsidiaries, taken as a whole, shall at all times have voting and dividend participation and other equivalent rights in the Phosphates Entities (and its other investments therein shall be) equivalent in all respects (as reasonably determined in good faith by the Board of Directors of the Company) to the voting and dividend participation and other equivalent rights and other investments therein of

 

3

---

Mosaic and its Subsidiaries (other than the Company and its Subsidiaries) (or any successor to Mosaic’s and its Subsidiaries’ interest in the Phosphates Entities), after taking into account the pro rata portion of assets of the Phosphates Entities contributed by the Company and its Subsidiaries, on the one hand, and Mosaic and its Subsidiaries (other than the Company and its Subsidiaries), on the other.

 

“Phosphates Entities” shall have the meaning set forth in the definition of “Phosphates Combination Transaction.”

 

“Phosphates Holding Company” shall have the meaning set forth in the definition of “Phosphates Combination Transaction.”

 

“2008 Indenture” shall have the meaning set forth in the definition of “High-Yield Indentures.”

 

“2011 Indenture” shall have the meaning set forth in the definition of “High-Yield Indentures.”

 

“2013 Indenture” shall have the meaning set forth in the definition of “High-Yield Indentures.”

 

Article II

 

REPORTS

 

For purposes of the Existing Securities, Section 4.3 of the Original Indenture shall be amended and restated in its entirety as follows:

 

“Section 4.3 Reports by the Company.

 

Subject to the last paragraph of this Section 4.3, the Company covenants:

 

(a) to file with the Trustee, within 15 days after Mosaic is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which Mosaic may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, or if Mosaic is not required to file information, documents, or reports pursuant to either of such Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, or in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

 

4

---

(b) to file with the Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Company with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; and

 

(c) to transmit by mail to the Holders of the Existing Securities in the manner and to the extent required by Sections 6.6 and 11.4, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents, and reports required to be filed relating to Mosaic or the Company pursuant to subsection (a) and (b) of this Section as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission.

 

After such time as Mosaic is released from its Note Guarantee pursuant to Section 13.5 of this Indenture as a result of its being released as an Affiliate Guarantor of the High-Yield Notes pursuant to Section 10.05(v) of the High-Yield Indentures in connection with a change of control of the Company, the information, documents and reports to be furnished and filed pursuant to this Section 4.3 shall be information, documents and reports with respect to the Company and there shall be no requirement to furnish or file any such information, documents and reports with respect to Mosaic.”

 

Article III

 

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

 

For purposes of the Existing Securities, Section 9.1 of the Original Indenture shall be amended by adding the following paragraph to the end of such Section:

 

“Notwithstanding the foregoing, for purposes of this Section 9.1, any sale, lease, conveyance or other disposition of all or any portion of the assets or Capital Stock comprising the Phosphates Business pursuant to a Phosphates Combination Transaction shall not be deemed to be a sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company.”

 

5

---

Article IV

 

GUARANTEE OF EXISTING SECURITIES

 

For purposes of the Existing Securities, the Original Indenture shall be amended to include the following Article XIII:

 

“ARTICLE XIII

 

GUARANTEE OF EXISTING SECURITIES

 

Section 13.1 Note Guarantee.

 

Subject to the provisions of this Article XIII, the Guarantors, by execution of this Indenture, jointly and severally, guarantee to each Holder of the Existing Securities (i) the due and punctual payment of the principal of and interest on each Existing Security, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Existing Securities, to the extent lawful, and the due and punctual payment of all other obligations and due and punctual performance of all obligations of the Company to the Holders of the Existing Securities or the Trustee all in accordance with the terms of such Existing Security and this Indenture, and (ii) in the case of any extension of time of payment or renewal of any Existing Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by execution of this Indenture, agrees that its obligations hereunder shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any such Existing Security or this Indenture, any failure to enforce the provisions of any such Existing Security or this Indenture, any waiver, modification or indulgence granted to the Company with respect thereto by the Holder of such Existing Security, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or such Guarantor.

 

Each Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Existing Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Note Guarantee will not be discharged as to any such Existing Security except by payment in full of the principal thereof and interest thereon. Each Guarantor hereby agrees that, as between such Guarantor, on the one hand, and the Holders of the Existing Securities and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed h