EXHIBIT 10.68
AMENDMENT NUMBER 2 TO
TRANSFER AND ADMINISTRATION AGREEMENT
AMENDMENT NUMBER 2 TO TRANSFER AND ADMINISTRATION AGREEMENT
(this "Amendment"), dated as of June 26, 1998 among IMC-AGRICO RECEIV-
XXXXX COMPANY L.L.C., a Delaware limited liability company as trans-
feror (the "Transferor"), IMC-AGRICO COMPANY, a general partnership
formed under the laws of the State of Delaware, individually and as
Seller (in such capacity the "Seller") and as collection agent (in such
capacity, the "Collection Agent"), and ENTERPRISE FUNDING CORPORATION,
a Delaware corporation (the "Company"), amending that certain Transfer
and Administration Agreement dated as of June 27, 1997 among the
parties hereto, as amended to the date hereof (the "Transfer and Admin-
istration Agreement").
WHEREAS, the Transferor has requested that the Company extend
the Termination Date and subject to the terms and conditions set forth
herein, the Company has agreed to such extension.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, and
except as otherwise provided in this Section 1, capitalized terms shall
have the same meanings assigned thereto in the Transfer and Administra-
tion Agreement.
SECTION 2. Amendments to Definitions.
(a) Maximum Net Investment. The definition of "Maximum Net
Investment" is hereby deleted and replaced with the following:
"Maximum Net Investment" means (i) from and including June
26, 1998 through but not including June 30, 1998, $60,446,000, (ii)
from and including June 30, 1998 through but not including July 20,
1998, $46,131,000, (iii) from and including July 20, 1998 through but
not including August 8, 1998, $14,524,000, and (iv) on and after August
8, 1998, $0."
(b) Termination Date. Clause (v) of the definition of
"Termination Date" is hereby replaced with the following: "August 4,
1998, unless extended."
SECTION 3. Amendment to Section 7.1. Clause (j) of Section
7.1 of the Transfer and administration Agreement is hereby amended to
read as follows:
"(j) The face amount of the outstanding Commercial Paper
issued to fund the Net Investment shall exceed the Maximum Net
Investment; or"
SECTION 4. Representations and Warranties. The Transferor
hereby makes to the Company, on and as of the date hereof, all of the
representations and warranties set forth in Section 3.1 of the Transfer
and Administration Agreement, except to the extent that any such
representation or warranty specifically refers to an earlier date. In
addition, the Collection Agent hereby makes to the Company, on the date
hereof, all the representations and warranties set forth in Section 3.2
of the Transfer and Administration Agreement, except to the extent that
any such representation or warranty specifically refers to an earlier
date.
SECTION 5. Limited Scope. This amendment is specific to the
circumstances described above and does not imply any future amendment
or waiver of rights allocated to the Company, the Transferor, the
Collection Agent, IMC Agrico Company, the Seller, the Administrative
Agent or the Collateral Agent under the Transfer and Administration
Agreement.
SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Severability; Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall
constitute one and the same instrument. Any provisions of this
Amendment which are prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provi-
sion in any other jurisdiction.
SECTION 8. Ratification. Except as expressly affected by the
provisions hereof, the Transfer and Administration Agreement as amended
shall remain in full force and effect in accordance with their terms
and ratified and confirmed by the parties hereto. On and after the
date hereof, each reference in the Transfer and Administration
Agreement to "this Agreement", "hereunder", "herein" or words of like
import shall mean and be a reference to the Transfer and Administration
Agreement as amended by this Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment Number 2 as of the date first written above.
ENTERPRISE FUNDING CORPORATION,
as Company
By: /s/ Xxxxxxx Xxxxxx
----------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
IMC-AGRICO RECEIVABLES COMPANY L.L.C.
as Transferor
By: IMC AGRICO COMPANY,
its operating manager
By: IMC AGRICO MP, INC.,
its managing partner
By: /s/ Xxx Xxxxxx
----------------------------
Name: Xxx Xxxxxx
Title: Vice President
IMC-AGRICO COMPANY,
individually and as Collection Agent
By: IMC-AGRICO MP, INC.,
its managing partner
By: /s/ Xxx Xxxxxx
----------------------------
Name: Xxx Xxxxxx
Title: Vice President
