EXHIBIT 10.57
[CONFORMED COPY]
AMENDMENT NO. 2 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of December 14, 1998 to the Five-Year Credit
Agreement dated as of December 15, 1997 (as amended by Amendment No. 1
to Five-Year Credit Agreement dated as of March 23, 1998, the
"Agreement") among IMC Global Inc. (the "Borrower"), the Banks listed
on the signature pages hereof (the "Banks") and Xxxxxx Guaranty Trust
Company of New York, as Administrative Agent (the "Administrative
Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Agreement as
specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. (a) Unless otherwise
specifically defined herein, each term used herein which is defined in
the Agreement shall have the meaning assigned to such term in the
Agreement. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to "this
Agreement" and each other similar reference contained in the Agreement
shall from and after the date hereof refer to the Agreement as amended
hereby.
SECTION 2. Amendments to Definitions. Section 1.01 of the
Agreement is amended by inserting, in their appropriate alphabetical
position, the following definitions:
"IMC Inorganic Chemicals Inc." means IMC Inorganic Chemicals Inc.,
a Delaware corporation, formerly known as Xxxxxx Chemical Group Inc.
"PLP" means Phosphate Resource Partners Limited Partnership, a
Delaware limited partnership, and its successors.
SECTION 3. Amendment to Borrowings Condition. Section 3.02 of the
Agreement is amended by amending and restating subparagraph (d) thereof
in its entirety as follows:
(d) the fact that the representations and warranties (other
than (i) the representation and warranty set forth in Section
4.04(b) in the case of a Borrowing which does not result in an
increase in the sum of the aggregate outstanding principal amount
of the Loans and the aggregate Letter of Credit Liabilities, (ii)
the representation and warranty set forth in Section 4.04(a) and
(iii) the representations and warranties set forth in Section 4.12
in the case of a Borrowing after December 31, 2000) of the
Borrower and, if the Borrower is not the Company, of the Company
contained in this Agreement shall be true on and as of the date of
such Borrowing or issuance of such Letter of Credit.
SECTION 4. Amendment to Representations and Warranties. Article 4
of the Agreement is amended by adding a new Section 4.12 immediately
after Section 4.11 thereof, to read in its entirety as follows:
SECTION 4.12. Year 2000. Any reprogramming required to permit the
proper functioning, in and following year 2000, of (a) the Company's
computer systems and (b) equipment containing embedded microchips
(including systems and equipment supplied by others or with which the
Company's systems interface) and the testing of all such systems and
equipment, as so reprogrammed, will be completed in a timely fashion.
The cost to the Company of such reprogramming and testing and of the
reasonably foreseeable consequences of year 2000 to the Company
(including, without limitation, reprogramming errors and the failure of
others' systems or equipment) will not result in a Default or a
Material Adverse Effect. Except for such of the reprogramming referred
to in the preceding sentence as may be necessary, the computer and
management information systems of the Company and its Subsidiaries are
and, with ordinary course upgrading and maintenance, will continue for
the term of this Agreement, to be sufficient to permit the Company to
conduct its business without Material Adverse Effect.
SECTION 5. Amendment to Debt of Subsidiaries Covenant. Section 5.
10 of the Agreement is amended and restated in its entirety as follows:
SECTION 5.10. Debt of Subsidiaries. Total Debt of all Subsidiaries
(excluding Debt (i) of a Subsidiary owing to the Company, (ii) of a
Subsidiary owing to a Substantially-Owned Consolidated Subsidiary,
(iii) of an Eligible Subsidiary under this Agreement, (iv) of PLP in an
aggregate principal amount not exceeding $300,000,000 outstanding on
December 15, 1997 (but not any refinancing thereof), (v) of Xxxxxx
Chemical North America, Inc. and its Subsidiaries arising out of the
Argus Utilities sale-leaseback transaction in an aggregate principal
amount not exceeding $71,000,000, or (vi) of IMC Inorganic Chemicals
Inc., formerly known as Xxxxxx Chemical Group Inc., and its
Subsidiaries in an aggregate principal amount not exceeding
UK50,000,000) will not at any date exceed 25% of Consolidated Net Worth
(calculated as of the last day of the fiscal quarter most recently
ended on or prior to such date). For purposes of this Section any
preferred stock of a Consolidated Subsidiary (other than the Series E
Preferred Stock) held by a Person other than the Company or a
Substantially- Owned Consolidated Subsidiary shall be included, at the
higher of its voluntary or involuntary liquidation value, in the "Debt"
of such Consolidated Subsidiary.
SECTION 6. Representations and Warranties. The Borrower hereby
represents and warrants that as of the date hereof and after giving
effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set
forth in the Agreement is true and correct as though made on and
as of such date.
SECTION 7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Amendment shall become effective as
of the date hereof when the Administrative Agent shall have received
duly executed counterparts hereof signed by the Borrower and the
Required Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Administrative Agent
shall have received telegraphic, telex or other written confirmation
from such party of execution of a counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
IMC GLOBAL INC.
By /s/ E. Xxxx Xxxx Jr.
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By /s/ Xxxxxx Xxxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Xxxxx X. Xxxxxx
Title: Vice President
NATIONSBANK, N.A.
By /s/ X. Xxxxxx Queen
Title: Managing Director
ROYAL BANK OF CANADA
By /s/ Xxxxxx XxxXxxxxx
Title: Manager
CREDIT AGRICOLE INDOSUEZ
By /s/ Xxxxx Xxxxx
Title: F.V.P., Head of Corporate Banking, Chicago
By /s/ Xxxxxxxxx X. Xxxxxx
Title: First Vice President
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxx Xxxxxxx
Title: Vice President
THE BANK OF MONTREAL
By /s/ Xxx X. Xxxxxxx
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxxxxxx X. Xxxxxx
Title: Vice President
ABN-AMRO BANK N.V.
By /s/ Xxxxx X. Xxxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By /s/ X. Xxxxxx Queen
Title: Managing Director
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxx Xxxxxx du Bocage
Title: Executive Vice President and General Manager
THE BANK OF NEW YORK
By /s/ Xxxx X. Xxxxx. Jr.
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH
By /s/ Xxxxxx Xxxxxxxx
Title: Deputy General Manager
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By /s/ W. Xxxxxxx Xxxxxxx
Title: Senior Credit Officer and Senior Vice President
By /s/ Michiel V.M. Van der Voort
Title: Vice President
THE SAKURA BANK, LIMITED, CHICAGO BRANCH
By
Title:
STANDARD CHARTERED BANK
By /s/ Xxxxxxxx Xxxxxxx-Xxxxxx
Title: Senior Vice President
By /s/ Xxxxxxxx XxXxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
By /s/ F. Xxxxxx Xxxxxxx
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH
By
Title:
MARINE MIDLAND BANK
By /s/ Xxxxx Xxxxxxxxxxx
Title: Vice President - Officer #9435
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By /s/ Xxxxxx X. Xxxxx
Title: Joint General Manager
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK,
as Administrative Agent
By /s/ Xxxxxx Xxxxxxxxx
Title: Vice President
