Contract
Exhibit 4.ii.(c)
AMENDMENT No. 2 dated as of June 20, 2003 (this "Amendment"), to the Amended and Restated Credit Agreement dated as of May 17, 2001, amended and restated as of February 21, 2003 (the "Credit Agreement"), among IMC GLOBAL INC. (the "Company"), the Borrowing Subsidiaries party thereto (together with the Company, the "Borrowers"), the Lenders party thereto, JPMORGAN CHASE BANK, as administrative agent (the "Administrative Agent"), and XXXXXXX XXXXX CREDIT PARTNERS L.P., as syndication agent.
WHEREAS, the Company has requested, and the undersigned Lenders and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that the Credit Agreement be amended as provided herein;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Section 1.01. Section 1.01 of the Credit Agreement is hereby amended by adding the defined term "Carlsbad SOP Business" in the appropriate alphabetical order, to read in its entirety as follows:
"Carlsbad SOP Business" means the Company's business that is engaged in the manufacture of sulphate of potash (SOP) in Carlsbad, New Mexico, and the sale thereof.
Section 2. Amendment to Section 6.05. Section 6.05 of the Credit Agreement is hereby amended as follows:
(a) by deleting the text "and" immediately following clause (m) in Section 6.05 of the Credit Agreement;
(b) by adding the text "and" immediately following clause (n) in Section 6.05 of the Credit Agreement; and
(c) by adding the following new clause (o) immediately after clause (n) in Section 6.05 of the Credit Agreement:
(o) the sale of the assets of the Carlsbad SOP Business;
SECTION 3. Representations and Warranties. The Company represents and warrants to the Administrative Agent and to each of the Lenders that:
(a) This Amendment has been duly authorized, executed and delivered by each of the Borrowers and constitutes a legal, valid and binding obligation of each of the Borrowers, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) The representations and warranties of the Company set forth in the Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date.
(c) Immediately after giving effect to this Amendment, no Default shall have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on the first date written above when the Administrative Agent shall have received (a) counterparts of this Amendment that, when taken together, bear the signatures of each of the Borrowers and the Required Lenders and (b) payment of all expenses required to be paid or reimbursed by the Company under or in connection with this Amendment and the Credit Agreement, in each case to the extent such expenses have been invoiced as of or prior to the date first written above.
SECTION 5. Credit Agreement. Except as specifically amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended or modified hereby. This Amendment shall be a Loan Document for all purposes.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed signature page to this Amendment by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Amendment.
SECTION 8. Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent.
SECTION 9. Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.
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by__________________________ PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP, by___________________________ And by: FMRP Inc., its General Partner, by___________________________ IMC PHOSPHATES COMPANY, by___________________________ JPMORGAN CHASE BANK, by___________________________ XXXXXXX XXXXX CREDIT PARTNERS L.P., by___________________________ SIGNATURE PAGE TO THE AMENDMENT, DATED AS OF JUNE 20, 2003, IN RESPECT OF THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED MAY 17, 2001, AMENDED AND RESTATED AS OF FEBRUARY 21, 2003, AMONG IMC GLOBAL INC., THE BORROWING SUBSIDIARIES PARTY THERETO, THE LENDERS PARTY THERETO, JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT, AND XXXXXXX XXXXX CREDIT PARTNERS L.P., AS SYNDICATION AGENT. Name of Institution: by___________________________ |
Return to IMC Global Inc. Form 10-Q
