Agreement And Plan Of Complete Liquidation And Dissolution

EXHIBIT 10.32

EXECUTION COPY


AGREEMENT AND PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION


AGREEMENT AND PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION (this "Agreement") made as of this 26th day of May, 1995 among IMC Global Operations Inc., a Delaware corporation ("Operations"), IMC-Agrico GP Company, a Delaware corporation ("IMC GPCo") and IMC-Agrico MP, Inc., a Delaware corporation ("MPCo"). Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the meaning given to such terms in the Schedule of Definitions constituting Exhibit A to the Amended and Restated Partnership Agreement dated as of July 1, 1993, and further amended and restated as of May 26, 1995 among IMC GPCo, Agrico, Limited Partnership, a Delaware limited partnership (the "FRP Partner") and MPCo (the "Partnership Agreement").


W I T N E S S E T H:


WHEREAS, Operations owns 500 shares of the common stock of IMC GPCo and MPCo owns 100 shares of the preferred stock of IMC GPCo, which shares constitute all of the issued and outstanding shares of capital stock of IMC GPCo;


WHEREAS, the parties hereto wish to approve, authorize and consent to (i) the voluntary complete liquidation and dissolution of IMC GPCo, in accordance with the General Corporation Law of the State of Delaware ("Delaware Law"), (ii) the admission of Operations as a Partner in the Partnership in accordance with the terms of the Partnership Agreements, (iii) the assumption by Operations (a) as of the date hereof, of 80% of all obligations of IMC GPCo incurred by IMC GPCo (x) as a General Partner of the Partnership and (y) pursuant to the terms of the Partnership Agreement and (b) upon completion of such liquidation and dissolution, of all remaining obligations of IMC GPCO, (iv) the transfer to Operations of the assets, properties, rights and interests of IMC GPCo, including, but not limited to, its Current Interest and Capital Interest in IMC-Agrico Company, a Delaware general partnership ("IMC-Agrico"), cash, trademarks, tradenames, service marks, copyrights, patents, indemnification rights, accounts receivable and its 50% common stock interest in MPCo, after all debts, obligations and liabilities, including but not limited to taxes, license fees and franchise fees, are satisfied and (v) the repurchase by IMC GPCo of the preferred stock owned by MPCo at its liquidation value; and


WHEREAS, the parties hereto wish to accomplish the above described complete liquidation and dissolution of IMC GPCO in two phases as provided in this Agreement.


NOW, THEREFORE, the parties hereto hereby agree as follows:


1. The parties hereto hereby approve, authorize and consent to the voluntary complete liquidation and dissolution of IMC GPCo, such liquidation and dissolution to be effected in accordance with the plan of liquidation set forth in this Agreement.


2. Effective as of May 26, 1995, (i) 80% of all obligations of IMC GPCo incurred by IMC GPCo (x) as a General Partner ...