EXHIBIT 10.53
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of June 24, 1994
(the "First Amendment") is to that Credit Agreement as further amended
and modified 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 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
Closing Date through June 29, 1994 $1,450,000,000
June 30, 1994 and thereafter 1,350,000,000
2. In connection with this First 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
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.
5. This First 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
First Amendment to produce or account for more than one such
counterpart.
6. This First 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 First 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: XXXX X. XXXXXX
----------------------------
XXXX X. XXXXXX
Title: Treasurer
BANKS: NATIONSBANK OF NORTH CAROLINA, 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
--------------------------------
ARAB BANKING CORPORATION
By
-----------------------------------
Title
--------------------------------
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4. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.
5. This First 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
First Amendment to produce or account for more than one such
counterpart.
6. This First 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 First 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 OF NORTH CAROLINA, N.A.,
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
--------------------------------
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
By
-----------------------------------
Title
--------------------------------
ARAB BANKING CORPORATION
By
-----------------------------------
Title
--------------------------------
-2-
4. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.
5. This First 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
First Amendment to produce or account for more than one such
counterpart.
6. This First 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 First 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 OF NORTH CAROLINA, 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 XXXXXXX MANDRACCHIO VP
-----------------------------------
XXXXXXX MANDRACCHIO
Title Attorney-in-Fact
--------------------------------
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A.
By
-----------------------------------
Title
--------------------------------
ARAB BANKING CORPORATION
By
-----------------------------------
Title
--------------------------------
-2-
4. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.
5. This First 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
First Amendment to produce or account for more than one such
counterpart.
6. This First 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 First 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 OF NORTH CAROLINA, 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 XXXXXX X. XXXXXXXX XXXXXX X. XXXXXX
-----------------------------------
XXXXXX X. XXXXXXXX XXXXXX X. XXXXXX
Title Vice President Senior Vice President
--------------------------------
ARAB BANKING CORPORATION
By
-----------------------------------
Title
--------------------------------
-2-
4. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
First Amendment, including the reasonable fees and expenses of the
Agent's legal counsel.
5. This First 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
First Amendment to produce or account for more than one such
counterpart.
6. This First 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 First 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 OF NORTH CAROLINA, 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
--------------------------------
ARAB BANKING CORPORATION
By XXXXXXX XXXXXX
-----------------------------------
Title Deputy GM
--------------------------------
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