EXHIBIT 10.71
SIXTH AMENDMENT, CONSENT AND WAIVER
THIS SIXTH AMENDMENT, CONSENT AND WAIVER dated as of May, 1997
(the "Amendment") relating to the Credit Agreement referenced below, by
and among IMC-AGRICO COMPANY, a Delaware general partnership, the Banks
identified therein and NATIONSBANK, N.A. (formerly known as NationsBank
of North Carolina, N.A.), as Agent. Terms used but not otherwise
defined shall have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, a $45 million credit facility has been extended to IMC-
Agrico Company pursuant to the terms of that Credit Agreement dated as
of February 9, 1994, as amended by those First through Fifth Amendments
dated as of June 4, 1994, February 24, 1995, August 5, 1995, May 14,
1996 and February 4, 1997, respectively, (as amended and modified, the
"Credit Agreement") among IMC-Agrico Company, the Banks identified
therein and NationsBank of North Carolina, N.A. (now known as
NationsBank, N.A.), as Agent;
WHEREAS, the Borrower has requested modification of the way in
which the Fixed Charge Coverage Ratio under Section 5.11(b) of the
Credit Agreement is calculated, and a waiver in connection therewith;
WHEREAS, such modification and waiver requires the consent of the
Required Banks;
WHEREAS, the Required Banks have consented to the requested
modifications and waiver on the terms and conditions set forth herein;
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. Section 5.11(b) of the Credit Agreement is amended to read as
follows:
(b) Fixed Charge Coverage Ratio. The Borrower will keep and
maintain as of each Determination Date, for a period of four
consecutive fiscal quarters ending as of such Determination Date,
a ratio of
(a) the sum of (i) EBITDA during such period minus (ii)
Capital Expenditures made during such period, to
(b) the sum of (i) cash interest payable on, and
amortization of debt discount in respect of, all Indebtedness
during such period plus (ii) regularly scheduled principal
amounts of all Indebtedness (including current obligations
owing under Capitalized Leases, but for purposes hereof
exclusive of (A) the aggregate outstanding principal amount
of current obligations owing by the Borrower through December
31, 1997 under each of (1) the Credit Agreement dated as of
February 9, 1994, as amended, among the Borrower, the Banks
identified therein and NationsBank of North Carolina, N.A.
(now known as NationsBank, N.A.), as Agent, (2) the Amended
and Restated Credit Agreement, dated as of October 23, 1996,
as amended, between the Borrower and NationsBank, N.A., as
Lender, and (3) the Revolving Loan Agreement, dated as of May
10, 1996, as amended, between the Borrower and Bank of
America Illinois, and (B) the attributed principal amount
relating to any accounts receivables securitization financing
or sale transaction) payable during the period of the next
four consecutive fiscal quarters beginning on the day after
such Determination Date,
of not less than 5.0 to 1.0.
2. The Required Banks hereby waive any Default or Event of
Default which existed or may have existed prior to the effective date
of this Amendment solely on account of calculation of the Fixed Charge
Coverage Ratio under Section 5.11(b) of the Credit Agreement prior to
its amendment hereunder.
3. The Borrower hereby represents and warrants in connection
herewith that as of the date hereof (after giving effect hereto) (i)
the representations and warranties set forth in Section 4 of the Credit
Agreement are true and correct in all material respects (except those
which expressly relate to an earlier date), and (ii) no Default or
Event of Default presently exists under the Credit Agreement.
4. Except as expressly modified hereby, all of the terms and
provisions of the Credit Agreement remain in full force and effect.
5. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this
Amendment, including the reasonable fees and expenses of the Agent's
legal counsel.
6. This 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 Amendment
to produce or account for more than one such counterpart.
7. This 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.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this 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:__________________________________
Name:
Title:
BANKS: NATIONSBANK, N.A.,
individually in its capacity as a
Bank and in its capacity as Agent
By:__________________________________
Xxxxxxx Xxxxxx, Xx.
Vice President
CITIBANK, N.A.
By:__________________________________
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
ARAB BANKING CORPORATION
By:__________________________________
Name:
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this 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:__________________________________
Name:
Title:
BANKS: NATIONSBANK, N.A.,
individually in its capacity as a
Bank and in its capacity as Agent
By:__________________________________
Xxxxxxx Xxxxxx, Xx.
Vice President
CITIBANK, N.A.
By:__________________________________
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
ARAB BANKING CORPORATION
By:__________________________________
Name:
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this 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:__________________________________
Name:
Title:
BANKS: NATIONSBANK, N.A.,
individually in its capacity as a
Bank and in its capacity as Agent
By:__________________________________
Xxxxxxx Xxxxxx, Xx.
Vice President
CITIBANK, N.A.
By:__________________________________
Name: Xxxx X. Xxxxxxxx
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
ARAB BANKING CORPORATION
By:__________________________________
Name:
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this 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:__________________________________
Name:
Title:
BANKS: NATIONSBANK, N.A.,
individually in its capacity as a
Bank and in its capacity as Agent
By:__________________________________
Xxxxxxx Xxxxxx, Xx.
Vice President
CITIBANK, N.A.
By:__________________________________
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:__________________________________
Name: W. Xxxxxxx Xxxxxxx
Title: Vice President, Manager
By:__________________________________
Name: Xxxx X. Xxxxxxxx
Title: Vice President
ARAB BANKING CORPORATION
By:__________________________________
Name:
Title:
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this 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:__________________________________
Name:
Title:
BANKS: NATIONSBANK, N.A.
individually in its capacity as a
Bank and in its capacity as Agent
By:__________________________________
Xxxxxxx Xxxxxx, Xx.
Vice President
CITIBANK, N.A.
By:__________________________________
Name:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
ARAB BANKING CORPORATION
By:__________________________________
Name: Xxxxx X. XxXxxxxx
Title: Vice President
