EXHIBIT 10.61
Execution Copy
AMENDMENT NO. 1 TO CANADIAN FIVE-YEAR CREDIT AGREEMENT
Amendment dated as of March 31, 1998 among International Minerals
& Chemical (Canada) Global Limited ("IMC Canada"), IMC Kalium Canada
Inc. ("IMC Kalium"), IMC Global Inc. (the "Guarantor"), the Banks
listed on the signature pages hereof (the "Banks") and Royal Bank of
Canada, as Agent, (the "Agent").
WHEREAS, IMC Canada, IMC Kalium, the Guarantor, the Banks and the
Agent are parties to a Five-Year Canadian Credit Agreement dated as of
December 22, 1997 (the "Agreement"); and
AND WHEREAS, the parties hereto desire to amend the Agreement as
specified below;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum
of $1.00 now paid by each party to the other and for other good and
valuable consideration (the receipt and sufficiency which are hereby
acknowledged) that parties hereto agree as follows:
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.
(b) The following definitions are added to Section 1.1 in their
appropriate alphabetical positions.
"Existing Xxxxxx Debt" means Debt of Xxxxxx 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.
"Xxxxxx Chemical Acquisition" means, collectively, the merger of
Xxxxxx Chemical Group with and into IMC Merger Sub Inc., a wholly-
owned Subsidiary of the Guarantor with Xxxxxx 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 Guarantor, IMC Merger Sub Inc.
and Xxxxxx Chemical Group, and the acquisition, directly or
indirectly, by the Guarantor of all of the outstanding shares of
Xxxxxx Chemical Australia Pty Limited pursuant to the Sale and
Purchase Agreement made as of December 11, 1997, among Prudential
Asset Management Asia Limited, DGHA Persons and Trusts named
therein, Search Investment NV, Xxxxxx Chemical Australia Pty
Limited, Marsupial L.L.C., Marsupial-II L.L.C., Soda Ash (L) BHD,
Manager Shareholders named therein and the Guarantor.
"Xxxxxx Chemical Group" means Xxxxxx Chemical Group, Inc., a
Delaware corporation.
Effective retroactively from and after December 22, 1997 the
definition of "Conversion Date" is deleted.
The following language is added at the end of the definition of
"Guarantor's Credit Agreement ":
"and the U.S. $1,000,000,000 364-day credit agreement among the
Guarantor and the several banks listed therein, 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 dated as of April 1, 1998".
The word "either" is deleted and the word "any" substituted therefor
in the definition of "US Borrower".
2. Guarantor; Mergers and Sale of Assets.
(a) The word "and" appearing immediately before clause (z) in
Section 5.2(e)(ii) is hereby deleted.
(b) The following clause (z) is added to the proviso in Section
5.2(e)(ii):
"and (z) the sale of assets acquired in or as a direct result of
the Xxxxxx Chemical Acquisition."
Clauses (w), (x), (y) and (z) in Section 5.2(e)(ii) are renamed
(v), (w), (x) and (y) respectively.
3. Debt of Subsidiaries.
(a) The following language is added to the first parenthetical in
Section 5.2(g) immediately following the word "excluding":
"(i)Existing Xxxxxx Debt at any time until the earlier of (x)
November 1, 1998 and (y) the repurchasing or prepayment of such
Debt by the Guarantor or by any such Subsidiary of the
Guarantor (but not any refinancing thereof) and (ii)"
Clauses (i), (ii), (iii) and (iv) in the first parenthetical in
Section 5.2(g) are renamed (w), (x), (y) and (z) respectively.
The percentage "20%" in Section 5.2(g) is deleted and "25%"
substituted therefor.
4. Pricing.
(a) Effective retroactively from and after December 22, 1997 (i)
Section 1.7 of the Agreement is deleted and (ii) the proviso
in the first paragraph of the Pricing Schedule is deleted.
(b) On the later of (i) the date this Agreement becomes effective
in accordance with paragraph 10 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) hereof.
5. Representations and Warranties.
(a) The Borrowers represent and warrant that as of the date hereof
and after giving effect hereto:
(b) no Default has occurred and is continuing; and
(c) each representation and warranty of the Borrowers set forth in
the Agreement is true and correct as though made on and as of
such date.
(d) The Guarantor represents and warrants that as of the date
hereof and after giving effect hereto:
(e) no Default has occurred and is continuing; and
(f) each representation and warranty of the Guarantor set forth in
the Agreement is true and correct on and as of such date.
Confirmation of Guarantee. The Guarantor hereby acknowledges the
foregoing amendments to the Agreement and hereby expressly confirms
that the guarantee provided by the Guarantor pursuant to Article 9 of
the Agreement and the liability of the Guarantor thereunder remains in
full force and effect notwithstanding the amendments to the Agreement
made pursuant hereto.
Exhibit D. The word "Canadian" is added following the words
"Five-Year" in the first recital of Exhibit D.
