EXHIBIT 10.75
IMC GLOBAL (EUROPE) LIMITED
IMC GLOBAL (UK) LIMITED
SALT UNION LIMITED
Original Borrowers
IMC GLOBAL INC.
IMC INORGANIC CHEMICALS INC.
Guarantors
CHASE MANHATTAN INTERNATIONAL LIMITED
Agent
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AMENDMENT AGREEMENT
relating to a
45,000,000 Revolving Loan Agreement
dated 18 December 1998
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THIS AGREEMENT is made on 15 January 1999
BETWEEN
(1) IMC GLOBAL (EUROPE) LIMITED (formerly Xxxxxx Chemical Europe
Ltd) (registered no. 3107016), IMC GLOBAL (UK) LIMITED
(formerly Namsco (UK) Ltd) (registered no. 2654680) and SALT
UNION LIMITED (registered no. 2654529) (each, an "Original
Borrower");
(2) IMC GLOBAL INC. and IMC INORGANIC CHEMICALS INC. (each, a
"Guarantor"); and
(3) CHASE MANHATTAN INTERNATIONAL LIMITED as agent for the
Arranger and the Banks (the "Agent").
RECITALS
(A) The Banks have agreed to extend certain financial
accommodation to the Borrowers under the Principal Agreement.
(B) The parties wish to amend the Principal Agreement in the
manner set out herein.
IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The following definitions apply unless the context requires
otherwise.
"Effective Date" means 31 December 1998.
"Principal Agreement" means the 45,000,000 Revolving Loan
Agreement dated 18 December 1998 between IMC Global (Europe)
Limited, IMC Global (UK) Limited and Salt Union Limited as
borrowers, IMC Global Inc. and IMC Inorganic Inc. as
guarantors, Chase Manhattan plc as arranger, Chase Manhattan
International Limited as agent and the banks referred to
therein.
1.2 Interpretation
Clauses 1.2 (Interpretation) to 1.10 (Economic and Monetary
Union Definitions) of the Principal Agreement shall apply
(having made all necessary changes) in this Agreement as if
set out in full.
1.3 Principal Agreement Definitions
Definitions in the Principal Agreement apply in this Agreement
unless the context requires otherwise.
2. AMENDMENT
2.1 Amendment
On and from the date on which the Agent confirms to the Banks
and the Company that it has received the fees referred to in
Clause 3 (Condition Precedent), the Principal Agreement shall
be amended, with effect from the Effective Date, by inserting
a new sub-clause 15.13.3 at the end of sub-clause 15.13.2 of
Clause 15.13 (Leverage Ratio) as follows.
"15.13.3 The calculation of the Leverage Ratio shall:
(a) exclude the pre-tax non-recurring charges not in
excess of approximately $325,000,000 incurred by the
Company in, and reflected in the Company's
consolidated statement of income for, the fiscal year
ended 31 December 1998; and
(b) disregard classification of the Company's Agribusiness
unit as a discontinued operation,
provided that if within 3 months of the date hereof (the
"Relevant Period") the Company's credit rating (as defined
in Schedule 5 (Determination of Margin and Commitment
Commission) at the date hereof (the "Current Credit
Rating") is:
(c) downgraded and not subsequently restored to the
Current Credit Rating during the Relevant Period, the
increase in the Margin and the commitment commission
provided for by Schedule 5 (Determination of Margin
and Commitment Commission) shall take effect from the
date hereof; and
(d) downgraded but subsequently restored to the Current
Credit Rating at any time during the Relevant Period,
the increase in the Margin and the commitment
commission provided for by Schedule 5 (Determination
of Margin and Commitment Commission) shall:
(i) accrue from the date hereof up to and including
the date on which the Current Credit Rating is
restored; and
(ii) thereafter the Margin and the commitment
commission shall reduce in accordance with the
provisions of Schedule 5 (Determination of Margin
and Commitment Commission).
For the avoidance of doubt, if at any time during the
Relevant Period the Current Credit Rating is affirmed in
circumstances where the Current Credit Rating has not
previously been downgraded, paragraphs (c) and (d) of this
sub-clause 15.13.3 shall not apply."
2.2 Waiver
2.2.1 The Finance Parties waive any Event of Default or
Potential Event of Default which has been disclosed in
writing by the Company to the Agent prior to the date
hereof.
2.2.2 Nothing herein shall affect the rights of the Finance
Parties in respect of the occurrence of any other Event
of Default or Potential Event of Default which has
arisen but which has not been disclosed in writing by
the Company or any other Obligor to the Agent prior to
the date hereof.
3. CONDITION PRECEDENT
This Agreement shall be of no force and effect until the Agent
shall have received on account of each Bank an amendment fee
in an amount equal to 0.05 per cent. of each Bank's
Commitment.
4. REPRESENTATIONS
On the date hereof, each Obligor makes each of the Repeated
Representations save that the Company does not make the
representation set out in sub-clause 14.4.1 of Clause 14.4
(Financial Information) of the Principal Agreement.
5. CONTINUITY AND FURTHER ASSURANCE
5.1 Continuing Obligations
The provisions of Principal Agreement shall, save as amended
by this Agreement, continue in full force and effect.
5.2 Further Assurance
Each Obligor shall, at the request of the Agent and at its own
expense, do all such acts and things necessary or desirable to
give effect to the amendments effected or to be effected by
this Agreement.
6. STAMP TAXES
The Company shall pay all stamp, registration and other taxes
to which this Agreement or any judgment given in connection
herewith is or at any time may be subject and shall, from time
to time on demand of the Agent, indemnify the Finance Parties
against any liabilities, costs, claims and expenses resulting
from any failure to pay or any delay in paying any such tax.
7. MISCELLANEOUS
7.1 Incorporation of Provisions
The following provisions of the Principal Agreement shall
apply (having made all necessary changes) in this Agreement as
if set out in full:
7.1.1 Clause 27.1 (Binding Agreement);
7.1.2 Clause 30 (Remedies and Waiver, Partial Invalidity);
7.1.3 Clause 35 (Governing Law); and
7.1.4 Clause 36 (Jurisdiction).
7.2 Counterparts
This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same
instrument.
7.3 One Agreement
This Agreement and the Principal Agreement shall be read and
construed as one document. References in the Principal
Agreement (however expressed) to the Principal Agreement shall
be read and construed as the Principal Agreement as amended by
this Agreement.
AS WITNESS the hands of duly authorised representatives of the parties
hereto the day and year first before written.
SIGNATURES
Original Borrowers
IMC GLOBAL (EUROPE) LIMITED
By: /s/ Xxxxx Xxxxxx
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IMC GLOBAL (UK) LIMITED
By: /s/ Xxxxx Xxxxxx
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SALT UNION LIMITED
By: /s/ Xxxxx Xxxxxx
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Guarantors
IMC GLOBAL INC.
By: /s/ E.Xxxx Xxxx Jr.
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IMC INORGANIC CHEMICALS INC.
By: /s/ E. Xxxx Xxxx Jr.
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Agent
CHASE MANHATTAN INTERNATIONAL LIMITED
By: /s/ Xxxxxxx Xxxxxx
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