EXHIBIT 10.68
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of August 1,
1995 (the "Third 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 , 1994 (the "First Amendment") as
further amended by that certain Second Amendment to Credit Agreement
dated as of February 24, 1995 (the "Second Amendment") (as amended and
modified hereby and as the same may be further amended, modified and
restated from time to time hereafter, the "Credit Agreement"; terms
used but not otherwise defined herein shall have the meanings assigned
in the Credit Agreement), by and 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 a modification to the negative
covenant relating to Indebtedness 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. Section 6.01 of the Credit Agreement entitled "Indebtedness"
is amended to include a new subsection "(k)" to read as follows:
"(k) For the period from August 1, 1995 to June 30, 1996,
additional Indebtedness for borrowed money in an aggregate amount
not to exceed $50,000,000."
2. In connection with this Third 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
Third Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.
5. This Third 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
Third Amendment to produce or account for more than one such
counterpart.
6. This Third 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 Third 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, (CAROLINAS) N.A.
individually in its capacity as a
Bank and in its capacity as Agent
By
Xxxxxxxxxxx X. Xxxxx
Senior Vice President
CITIBANK, N.A.
By
Title
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.
By
Title
By:__________________________________
Title:_______________________________
ARAB BANKING CORPORATION
By___________________________________
Title________________________________
