EXHIBIT 10.73
CONFORMED COPY
AMENDMENT NO. 1 TO 364-DAY CREDIT AGREEMENT
AMENDMENT dated as of December 31, 1998 to the 364-Day Credit
Agreement dated as of April 1, 1998 (the "Credit Agreement") among IMC
GLOBAL INC., the BANKS, MANAGING AGENTS and CO-AGENTS listed on the
signature pages thereof, ROYAL BANK OF CANADA, as Documentation Agent,
THE CHASE MANHATTAN BANK and NATIONSBANK, N.A., as Co-Syndication
Agents, BANK OF MONTREAL, as Administrative Agent, and XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, as Senior Managing Agent.
The parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement has the meaning assigned to such term in the Credit
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 Credit
Agreement shall, after this Amendment becomes effective, refer to the
Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 5.12. Calculations of the Leverage
Ratio shall (i) exclude the pretax nonrecurring charges not in excess
of $325,000,000 incurred by the Company in, and reflected in the
Company's consolidated statement of income for, the fiscal year ended
December 31, 1998 and (ii) disregard classification of the Company's
Agribusiness unit as a discontinued operation.
SECTION 3. Representations of Company. The Company represents and
warrants that (i) the representations and warranties of the Company set
forth in Article 4 of the Credit Agreement will be true on and as of
the Amendment Effective Date and (ii) no Default will have occurred and
be continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. 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.
SECTION 6. Effectiveness. This Amendment shall become effective as
of the date hereof on the date when the following conditions are met
(the "Amendment Effective Date"):
(a) the Senior Managing Agent shall have received from each of
the Borrower and the Required Banks a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory
to the Administrative Agent) that such party has signed a counterpart
hereof; and
(b) the Senior Managing Agent shall have received an amendment
fee for the account of each Bank which shall have timely signed and
delivered a counterpart hereof in accordance with clause (a) in an
amount equal to 0.02% of such Bank's Commitment.
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
BANK OF MONTREAL
By /s/ Xxx X. Xxxxxxx
Title: Director
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By /s/ X. Xxxxxx Queen
Title: Managing Director
THE BANK OF NEW YORK
By /s/ Xxxx X. Xxxxx, Xx.
Title: Vice President
CREDIT AGRICOLE INDOSUEZ
By /s/ Xxxxxxxxx X. Xxxxxx
Title: First Vice President
By /s/ Xxxxx Xxxxx
Title: F.V.P., Head of Corporate Banking Chicago
CREDIT LYONNAIS CHICAGO BRANCH
By /s/ Xxxxx X. Xxxxx
Title: Vice President
ABN-AMRO BANK N.V.
By /s/ Xxxxx X. Xxxxxx
Title: Vice President
By /s/ Xxxxx X. Xxxxxxx
Title: Assistant Vice President
BANCA NAZIONALE DEL LAVORO, S.p.A., NEW YORK BRANCH
By /s/ Xxxxxx Medida
Title: Vice President
By /s/ Xxxxxxxx Xxxxxxxxx
Title: First Vice President
THE BANK OF TOKYO - MITSUBISHI, LTD. CHICAGO BRANCH
By /s/ Xxxxxx Xxxxxxxx
Title: Deputy General Manager
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxx Xxxxxx du Xxxxxx
Title: Executive Vice President and General Manager
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxxxx X. Xxxxx
Title: Vice President
By /s/ Xxxxx X. Xxxxx
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By /s/ Tohru Yasumaru
Title: Deputy General Manager
MARINE MIDLAND BANK
By /s/ Xxxxx Xxxxxxxxxxx
Title: Vice President -Officer #9435
MELLON BANK, N.A.
By /s/ Xxxx X. Xxxxx
Title: Vice President
SOCIETE GENERALE
By /s/ Xxxx Xxxxx Molle
Title: Managing Director Head of Midwest Region
THE SUMITOMO BANK, LIMITED
By /s/ Xxxx X. Xxxxxx
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxxx Xxxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxxxxxx X. Xxxxxx
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By /s/Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
