EXHIBIT 3.8
AMENDMENT TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
TO CHANGE NAME TO
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
This amendment is to the Amended and Restated Agreement of
Limited Partnership (the "Agreement") which was entered into as of May
29, 1987 by and among Freeport Minerals Company and Geysers Geothermal
Company, as the Managing General Partners, and Freeport-McMoRan Inc. and
Freeport Phosphate Rock Company, as the Special General Partners,
amending and restating the Agreement of Limited Partnership entered into
as of April 17, 1986, as amended by the amendments thereto dated as of
December 16, 1988, March 29, 1990, April 6, 1990, January 27, 1992 and
October 14, 1992.
Unless otherwise specifically defined herein, each term used
herein which is used in the Agreement shall have the meaning assigned to
such term in the Agreement.
1. Effective December 22, 1997, Freeport-McMoRan Inc. ("FTX")
merged with and into IMC Global Inc. ("IMC") (the "Merger"), and IMC
succeeded to FTX's interests, rights and obligations as Administrative
Managing General Partner under the Agreement.
2. As part of the Merger, IMC and FTX agreed to cause the
name of Freeport-McMoRan Resource Partners, Limited Partnership, to be
changed.
3. Section 1.2 of the Agreement is hereby amended and
replaced in its entirety with the following:
"1.2 Name. The name of the Partnership shall be and the
business of the Partnership shall be conducted under the name of
"Phosphate Resource Partners Limited Partnership." The
Partnership's business may be conducted under any other name or
names deemed advisable by the Administrative Managing General
Partner, including the names of either of the Managing General
Partners or any other Affiliate. The Administrative Managing
General Partner in its sole discretion may change the name of the
Partnership at any time and from time to time."
IN WITNESS WHEREOF, IMC Global Inc., as the Administrative
Managing General Partner, and FMRP Inc., as a Managing General Partner,
have executed this amendment as of January 9, 1998.
IMC GLOBAL INC.,
as Administrative Managing
General Partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
FMRP INC.,
as Managing General Partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
