EXHIBIT 10.56
[EXECUTION COPY]
AMENDMENT NO. I TO FIVE-YEAR CREDIT AGREEMENT
AMENDMENT dated as of March 23, 1998 among IMC Global Inc.
(the "Borrower"), the Banks listed on the signature pages hereof (the
"Banks"), Royal Bank of Canada, as Documentation Agent, The Chase
Manhattan Bank and NationsBank, N.A., as Co-Syndication Agents, and
▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent (the
"Administrative Agent").
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into a
Five-Year Credit Agreement dated as of December 15, 1997 (the
"Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement as
specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References.
(a) Unless otherwise specifically defined herein, each term
used herein which is defined in the Agreement shall have the
meaning assigned to such term in the 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 Agreement shall from and
after the date hereof refer to the Agreement as amended hereby.
(b) The following definitions are added to Section 1.01 in
their appropriate alphabetical positions:
"Existing ▇▇▇▇▇▇ Debt" means Debt of ▇▇▇▇▇▇ Chemical North
America, Inc., a Delaware corporation, under its outstanding
$250,000,000 10.25% Senior Secured Discount Notes and its outstanding
$335,000,000 10.75% Senior Subordinated Notes.
"▇▇▇▇▇▇ Chemical Acquisition" means the merger of ▇▇▇▇▇▇
Chemical Group with and into IMC Merger Sub Inc., a wholly-owned
Subsidiary of the Company, with ▇▇▇▇▇▇ Chemical Group as the successor
thereto, expected to be consummated on or about March 31, 1998 pursuant
to that certain Agreement and Plan of Merger, dated December 11, 1997,
by and among the Company, IMC Merger Sub Inc. and ▇▇▇▇▇▇ Chemical
Group.
"▇▇▇▇▇▇ Chemical Group" means ▇▇▇▇▇▇ Chemical Group, Inc., a
Delaware corporation.
SECTION 2. Mergers and Sale of Assets.
(a) The word "and" appearing immediately before clause (iv)
in Section 5.07(b) is hereby deleted.
(b) The following clause (v) is added to the proviso in
Section 5.07(b):
"and (v) the sale of assets acquired in or as a direct
result of the ▇▇▇▇▇▇ Chemical Acquisition."
SECTION 3. Debt of Subsidiaries.
(a) The following language is added to the first
parenthetical in Section 5.10 immediately following the word
"excluding":
"(a) Existing ▇▇▇▇▇▇ Debt at any time until the earlier
of (x) November 1, 1998 and (y) the repurchasing or
prepayment of such Debt by the Company or by any
such Subsidiary of the Company (but not any
refinancing thereof) and (b)"
(b) The percentage "20%" in Section 5.10 is hereby changed
to "25%".
SECTION 4. Pricing.
(a) Effective retroactively from and after December 15, 1997
(i) the proviso in the first paragraph of the Pricing Schedule is
deleted and (ii) the definition of "Conversion Date" is deleted.
(b)On the later of (i) the date this Amendment becomes
effective in accordance with Section 8 hereof and (ii) March 31,
1998, the Borrower shall pay to the. Administrative Agent for the
account of the Banks accrued amounts payable as a result of
Section 4(a).
SECTION 5. Existing Letters of Credit. On the date that the
▇▇▇▇▇▇ Chemical Acquisition is consummated, each existing letter of
credit issued on behalf of certain Subsidiaries of ▇▇▇▇▇▇ Chemical
Group by an Issuing Bank (as defined in the Agreement) shall, subject
to the satisfaction of the applicable terms and conditions set forth in
the Agreement, be deemed to be a Letter of Credit issued at the request
of the Company under the terms of the Agreement, and shall from and
after such date be governed by the provisions of the Agreement as fully
as if the same had been issued pursuant thereto on such date.
SECTION 6. Representations and Warranties. The Borrower
hereby represents and warrants that as of the date hereof and after
giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set
forth in the Agreement is true and correct as though made on and
as of such date.
SECTION 7. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 8. Counterparts; Effectiveness. 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. This Amendment shall become effective
as of the date hereof when the Administrative Agent shall have received
(i) duly executed counterparts hereof signed by the Borrower and the
Required Banks (or, in the case of any party as to which an executed
counterpart shall not have been received, the Administrative Agent
shall have received telegraphic, telex or other written confirmation
from such party of execution of a counterpart hereof by such party) and
(ii) if satisfaction of subsection (i) of this Section 8 occurs after
March 31, 1998, receipt by the Administrative Agent of the amount due
pursuant to Section 4 hereof
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: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Assistant Treasurer
Telecopy number:▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK,
Individually and as
Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Loan Department
Telex number: 177615 MGT
Telecopy number:(▇▇▇) ▇▇▇-▇▇▇▇
THE CHASE MANHATTAN BANK,
Individually and as Co-
Syndication Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
NATIONSBANK, N.A., Individually
and as Co-Syndication Agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
ROYAL BANK OF CANADA,
Individually and as Documentation
Agent
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
CREDIT AGRICOLE INDOSUEZ,
Individually and as Managing
Agent
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇, FVP
Title: Head of Corporate Banking,
Chicago
▇▇▇▇▇▇ TRUST AND SAVINGS BANK,
Individually and as Managing
Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE BANK OF MONTREAL Individually
and as Managing Agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
THE FIRST NATIONAL BANK
OF CHICAGO, Individually and as
Co-Agent
By T. ▇▇▇▇▇▇ ▇▇▇▇▇
Name: T. ▇▇▇▇▇▇ ▇▇▇▇▇
Title: First Vice President
THE NORTHERN TRUST COMPANY,
Individually and as Co-Agent
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ABN-AMRO BANK N.V.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Group Vice President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By /s/ ▇. ▇▇▇▇▇▇ Queen
Name: ▇. ▇▇▇▇▇▇ Queen
Title: Managing Director
BANQUE NATIONALE DE PARIS
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Senior Vice President and
Manager, Corporate
THE BANK OF NEW YORK
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI,
LTD. CHICAGO BRANCH
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Deputy General Manager
FIRST UNION NATIONAL BANK
By
------------------------
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇
Title: Senior Credit Officer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. Breukhover
Title: Vice President.
THE SAKURA BANK, LIMITED
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
STANDARD CHARTERED BANK
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇-▇▇▇▇▇▇
Title: Vice President
SUNTRUST BANK, ATLANTA
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: A.V.P.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President.
THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH
By Name:
------------------------ Title:
MARINE MIDLAND BANK
By Name:
------------------------ Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By Name:
------------------------ Title: