FIRST AMENDMENT dated as of January 10, 1996, to the
Credit Agreement dated as of June 30, 1995, among FREEPORT-
McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP, a Delaware
limited partnership ("FRP"), FREEPORT-McMoRan INC., a
Delaware corporation ("FTX"; FTX and FRP being the
"Borrowers"), certain financial institutions (collectively,
the "Banks"), CHEMICAL BANK, a New York banking corporation
("Chemical"), as administrative agent for the Banks (in such
capacity, the "Administrative Agent"), as collateral agent
for the Banks (in such capacity, the "Administrative
Agent"), as collateral agent for the Banks (in such
capacity, the "FRP Collateral Agent") under the FRP Security
Agreement and as collateral agent for the Banks and certain
other lenders (in such capacity, the "FTX Collateral Agent")
under the FTX Security Agreement, and THE CHASE MANHATTAN
BANK (NATIONAL ASSOCIATION), a national banking association
("Chase"), as documentary agent for the Banks (in such
capacity, the "Documentary Agent"; the Administrative Agent,
the FRP Collateral Agent, the FTX Collateral Agent and the
Documentary Agent being, collectively, the "Agents").
Capitalized terms used herein and not defined herein shall
have the meanings given such terms in the Credit Agreement.
The Borrowers, the Banks and the Agents have agreed
that certain provisions of the Agreement be waived and
amended in order that FRP may issue up to $150,000,000
principal amount of additional unsecured long-term debt.
Accordingly, the Borrowers, the Banks and the Agents agree
as follows:
SECTION 1.Amendment to the Credit Agreement. Effective
as of the Effective Date, Section 5.2(g)(ix) of the Credit
Agreement is hereby amended by the addition of the following
after the phrase "subject to Section 2.7(b)," appearing in
such clause:
"(x) up to $150,000,000 aggregate
principal amount of additional unsecured
Debt of FRP so long as such Debt has no
scheduled repayment of principal prior
to June 30, 2000, and the material
covenants and events of default therein
have been approved by the Agents;
provided that no Default or Event of
Default shall be in effect at the time
of issuance of such Debt or would result
therefrom and that the net proceeds
thereof are applied upon receipt to
prepayment of any outstanding Loans, and
(y)".
SECTION 2.Conditions to Effectiveness. (a) This
Amendment shall become effective on the date that each of
the following conditions shall have been satisfied (such
date of effectiveness being the "Effective Date"):
(a) receipt by Cravath, Swaine & Xxxxx, special
counsel for the Banks, of executed counterparts of this
Amendment which, when taken together, bear the
signatures of FTX, FRP, the Agents and the Required
Banks;
(b) the representations and warranties on the
part of the Borrowers contained in Article III of the
Credit Agreement shall be true and correct in all
material respects at and as of the Effective Date as
though made on and as of such date;
(c) the Borrowers shall be in compliance with all
the terms and provisions set forth in this Agreement
and the Amendment to be observed or performed on their
part, and as of the Effective Date, no Event of Default
nor any event which upon notice or lapse of time or
both would constitute such an Event of Default shall
have occurred and be continuing; and
(d) all legal matters incident to this Amendment
shall be satisfactory to Cravath, Swaine & Xxxxx,
special counsel for the Banks.
SECTION 3.Counterparts. This Amendment may be executed
in multiple counterparts, each of which shall constitute an
original, but all of which when taken together shall
constitute but one instrument.
SECTION 0.Xxxxxxx Effect of Amendment. Section 1
hereof constitutes an amendment of Section 5.2(g)(ix) of the
Credit Agreement effective as of the Effective Date. Except
as, and until, expressly amended by such Section 1 as of the
Effective Date, the Credit Agreement shall continue in full
force and effect in accordance with the provisions thereof
as in effect prior to the Effective Date. Except as
expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver
of, or otherwise affect the rights and remedies of the Banks
and the Agents under the Credit Agreement, nor alter,
modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained
in the Credit Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force
and effect. This Amendment shall apply and be effective
only with respect to the provision of the Credit Agreement
specifically referred to herein.
SECTION 5.APPLICABLE LAW. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
SECTION 6.Expenses. The Borrowers jointly and
severally shall pay all out-of-pocket expenses incurred by
the Agents in connection with the preparation of this
Amendment, including, but not limited to, the reasonable
fees and disbursements of Cravath, Swaine & Xxxxx, special
counsel for the Banks.
SECTION 7.Headings. The headings of this Amendment are
for reference only and shall not limit or otherwise affect
the meaning hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers
or agents as of the date first above written.
FREEPORT-McMoRan INC.
By: ______________________________
Name:
Title:
FREEPORT-McMoRan RESOURCE PARTNERS,
LIMITED PARTNERSHIP,
By: Freeport-McMoRan Inc.,
its Administrative Managing
General Partner,
By: ______________________________
Name:
Title:
CHEMICAL BANK, individually and as
Administrative Agent, FTX Collateral
Agent and FRP Collateral Agent,
By: ________________________________
Name:
Title:
THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION) individually and as
Documentary Agent,
By: ________________________________
Name:
Title:
ABN AMRO BANK,
By: _______________________________
Name:
Title:
By: _______________________________
Name:
Title:
BARCLAYS BANK PLC,
By: _______________________________
Name:
Title:
THE FUJI BANK, LIMITED, HOUSTON AGENCY,
By: _________________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC,
By: _________________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
(NASSAU BRANCH),
By: ______________________________
Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED,
By: ______________________________
Name:
Title:
MELLON BANK,
By: ______________________________
Name:
Title:
INDUSTRIAL BANK OF JAPAN, LIMITED,
By: ______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA,
By: ______________________________
Name:
Title:
BANK OF AMERICA ILLINOIS,
By: ______________________________
Name:
Title:
BANK OF MONTREAL,
By: ______________________________
Name:
Title:
CIBC INC.,
By: ______________________________
Name:
Title:
CoBANK, ACB,
By: ______________________________
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.
RABOBANK NEDERLAND,
NEW YORK BRANCH,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY,
By: ______________________________
Name:
Title:
NBD BANK,
By: ______________________________
Name:
Title:
HIBERNIA NATIONAL BANK,
By: ______________________________
Name:
Title:
THE MITSUBISHI BANK, LIMITED, HOUSTON
AGENCY,
By: ______________________________
Name:
Title:
NATIONAL BANK OF CANADA,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
COMMERZBANK Aktiengesellschaft, Atlanta
Agency,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
P.T. BANK RAKYAT INDONESIA (PERSERO),
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
BANK OF TOKYO TRUST COMPANY,
By: ______________________________
Name:
Title:
CHRISTIANIA BANK,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
FIRST NATIONAL BANK OF COMMERCE,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
BANK OF AUSTRALIA,
By: ______________________________
Name:
Title:
By: ______________________________
Name:
Title:
BANK OF SCOTLAND,
By: ______________________________
Name:
Title:
