LIMITED LIABILITY COMPANY AGREEMENT
OF
XXXXXXX-XXXXX RESOURCES LLC
LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement"), dated as of April
21, 1999 by IMC AgriBusiness, Inc., a Delaware corporation ("AgriBusiness"), the
foregoing being the sole member ("Member") of Xxxxxxx-Xxxxx Resources LLC, a
Delaware limited liability company (the "LLC").
NOW, THEREFORE, the Member, intending to be legally bound, agrees as
follows:
Section 1.1 Formation. The term of the LLC commenced on April 21, 1999 with
the filing of a Certificate of Formation with the Secretary of State of the
State of Delaware pursuant to the Delaware Limited Liability Company Act,
Delaware Code, Title 6, Sections 18-101, et seq, as in effect from time to time
(the "Act").
Section 1.2 Name. The name of the LLC shall be "Xxxxxxx-Xxxxx Resources
LLC" or such other name or names as the Member may from time to time designate;
provided, that the name shall always contain the words "Limited Liability
Company," "L.L.C." or "LLC."
Section 1.3 Purpose. The LLC is organized for any lawful business purpose
or activity which may be conducted by a limited liability company under the Act,
provided, however, that prior to the closing under the Stock Purchase Agreement
dated as of January 21, 1999 among IMC Global Inc., a Delaware corporation, The
Vigoro Corporation, a Delaware corporation, and R-C Delaware Acquisition Inc., a
Delaware corporation, the LLC shall take no actions other than the receipt of
inventory and receivables and those relating to its qualification as a foreign
limited liability company in those states where real estate owned by the Member
is located.
Section 1.4 Management. The LLC shall be managed and the conduct of its
business will be controlled by the Member. The LLC shall have such officers as
the Member shall determine from time to time. The original officers of the LLC
shall be
Xxxxxxx X. Xxxxxxx Chairman and Chief Executive Officer
Xxx Xxxxxxxx President and Assistant Secretary
Xxxx Xxxxxx Vice-President and Assistant Secretary
Xxxxxx Xxxxx Vice-President and Secretary
Section 1.5 Distributions. All distributions of cash or other property, in
liquidation or otherwise, shall be made by the LLC to the Member.
Section 1.6 Tax Matters. AgriBusiness shall act as the tax matters partner
(the "Tax Matters Partner") (as defined in Section 6231(a)(7) of the United
States Internal Revenue Code of 1986, as amended from time to time (the "Code"))
in accordance with Sections 6221 through 6233 of the Code.
Section 1.7 Governing Law; Severability. This Agreement shall be construed
in accordance with the laws of the State of Delaware. If it is determined by a
court of competent jurisdiction that any provision of this Agreement is invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
IN WITNESS WHEREOF, the Member has caused this Agreement to be signed as of
the date first above written.
IMC AGRIBUSINESS, INC.
By: /s/ Xxxx X. Xxxxx
----------------------------
Name: Xxxx X. Xxxxx
Title: Sr. VP
