EXHIBIT 10.54
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 24,
1995 (the "Second Amendment") is to that Credit Agreement dated as of
February 9, 1994, as amended by that certain First Amendment to Credit
Agreement dated as of June 24, 1994 (the "First Amendment") (as amended
and modified hereby and as further amended and modified from time to
time hereafter, the "Credit Agreement"; terms used but not otherwise
defined herein among IMC -AGRICO COMPANY, a Delaware general
partnership (the "Borrower"), the Banks identified therein, and
NATIONSBANK, N.A. (CAROLINAS) (successor in interest to NationsBank of
North Carolina, N.A.), as Agent (the Agent").
W I T N E S S E T H:
WHEREAS, the Banks have, pursuant to the terms of the Credit
Agreement, made available to the Borrower a $75,000,000 credit
facility;
WHEREAS, the Borrower has requested modification of the financial
covenant relating to Minimum Partners' Capital contained therein; and
WHEREAS, the Required Banks have agreed to the requested changes
on the terms and conditions hereinafter set forth;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The financial covenant relating to Minimum Partners' Capital
contained in Section 5.11(a) is amended and modified to read as
follows:
(a) Minimum Partners' Capital. The Borrower will not permit
Partners' Capital at any time to be less than:
Minimum Partners' Capital
January 1, 1995 through March 31, 1995 $1,250,000,000
April 1, 1995 through June 30, 1995 $1,200,000,000
July 1, 1995 through September 30, 1995 $1,175,000,000
October 1, 1995 through December 31, 1995 $1,150,000,000
January 1, 1996 through March 31, 1996 $1,125,000,000
April 1, 1996 through June 30, 1996 $1,100,000,000
July 1, 1996 through September 30, 1996 $1,075,000,000
October 1, 1996 through December 31, 1996 $1,050,000,000
January 1, 1997 and thereafter $1,025,000,000
2. In connection with this Second Amendment, the Borrower hereby
represents and warrants that as of the date hereof (a) the
representations and warranties set forth in Section 4 of the
Credit Agreement are true and correct in all material respects (except
for those which expressly relate to an earlier date), and (b) no
Default or Event of Default presently exists under the Credit
Agreement.
3. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.
4. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.
5. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original. It shall not be necessary in making proof of this
Second Amendment to produce or account for more than one such
counterpart.
6. This Second Amendment, as the Credit Agreement, shall be deemed
to be a contract under, and shall for all purposes be construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered
as of the date first above written.
BORROWER: IMC-AGRICO COMPANY, a Delaware
general partnership by its Managing
Partner
By: IMC-AGRICO MP, INC., a Delaware
corporation, as Managing Partner
By: XXXXX XXXX
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XXXXX XXXX
Title: Vice President & Treasurer
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BANKS: NATIONSBANK, N.A. (CAROLINAS)
individually in its capacity as a
Bank and in its capacity as Agent
By
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Xxxxxxxxxxx X. Xxxxx
Senior Vice President
CITIBANK, N.A.
By
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Title
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Credit Agreement are true and correct in all material respects (except
for those which expressly relate to an earlier date), and (b) no
Default or Event of Default presently exists under the Credit
Agreement.
3. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.
4. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.
5. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original. It shall not be necessary in making proof of this
Second Amendment to produce or account for more than one such
counterpart.
6. This Second Amendment, as the Credit Agreement, shall be deemed
to be a contract under, and shall for all purposes be construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered
as of the date first above written.
BORROWER: IMC-AGRICO COMPANY, a Delaware
general partnership by its Managing
Partner
By: IMC-AGRICO MP, INC., a Delaware
corporation, as Managing Partner
By:
----------------------------
Title:
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BANKS: NATIONSBANK, N.A. (CAROLINAS)
individually in its capacity as a
Bank and in its capacity as Agent
By XXXXXXXXXXX X. XXXXX
-----------------------------------
Xxxxxxxxxxx X. Xxxxx
Senior Vice President
CITIBANK, N.A.
By
-----------------------------------
Title
--------------------------------
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Credit Agreement are true and correct in all material respects (except
for those which expressly relate to an earlier date), and (b) no
Default or Event of Default presently exists under the Credit
Agreement.
3. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.
4. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.
5. This Second Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original. It shall not be necessary in making proof of this
Second Amendment to produce or account for more than one such
counterpart.
6. This Second Amendment, as the Credit Agreement, shall be deemed
to be a contract under, and shall for all purposes be construed in
accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Second Amendment to be duly executed and delivered
as of the date first above written.
BORROWER: IMC-AGRICO COMPANY, a Delaware
general partnership by its Managing
Partner
By: IMC-AGRICO MP, INC., a Delaware
corporation, as Managing Partner
By:
----------------------------
Title:
--------------------------
BANKS: NATIONSBANK, N.A. (CAROLINAS)
individually in its capacity as a
Bank and in its capacity as Agent
By
-----------------------------------
Xxxxxxxxxxx X. Xxxxx
Senior Vice President
CITIBANK, N.A.
By XXXXX X. XXXXXXX
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XXXXX X. XXXXXXX
Title Attorney-In-Fact
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COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
By XXXXXX X. XXXXXXXX AUGUST XXXXXXXX
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Title Vice President Vice President
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ARAB BANKING CORPORATION
By
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Title
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COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
By
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Title
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ARAB BANKING CORPORATION
By XXXXX X. XXXXXXXX
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XXXXX X. XXXXXXXX
Title Vice President
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