EXHIBIT 10.58
CONFORMED COPY
AMENDMENT NO. 3 TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of December 31, 1998 to the Five-Year Credit
Agreement dated as of December 15, 1997 (as amended by Amendment No. 1
to Five-Year Credit Agreement dated as of March 23, 1998 and Amendment
No. 2 to the Five-Year Credit Agreement dated as of December 14, 1998,
(the "Credit Agreement") among IMC Global Inc., the Banks listed on the
signature pages hereof (the "Banks") and Xxxxxx Guaranty Trust Company
of New York, as Administrative Agent (the "Administrative 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 Administrative 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 Administrative 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 0.05% 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
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
XXXXXX TRUST AND SAVINGS BANK
By /s/ Xxxxx X. Xxxxxxx
Title: Vice President
THE BANK OF MONTREAL
By /s/ Xxx X. Xxxxxxx
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxxx
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Xxxxxxxx X. Xxxxxx
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
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
By /s/ X. Xxxxxx Queen
Title: Managing Director
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxx Xxxxxx du Bocage
Title: Executive Vice President and
General Manager
THE BANK OF NEW YORK
By /s/ Xxxx X. Xxxxx. Jr.
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By /s/ Xxxxxx Xxxxxxxx
Title: Deputy General Manager
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK BRANCH
By
Title:
By
Title:
STANDARD CHARTERED BANK
By /s/ Xxxxxxxx Xxxxxxx-Xxxxxx
Title: Senior Vice President
By /s/ Xxxxxxxx XxXxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
By /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
By /s/ Xxxxxxx X. Xxxxxx
Title: Banking Officer
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By /s/ Nobuyasu Fukatsu
Title: Manager
MARINE MIDLAND BANK
By /s/ Xxxxx Xxxxxxxxxxx
Title: Vice President - Officer #9435
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ Xxxxxx Xxxxx
Title: Joint General Manager
Senior Vice President
