SECOND AMENDMENT

 

            THISSECOND AMENDMENT dated as of April 6, 2001 (this "**Amendment**") amends theSecond Amended and Restated Five-Year Credit Agreement dated as of September 29, 2000 (aspreviously amended, the "**Credit Agreement**") among IMC Global Inc. (the"**Company**"), various financial institutions (the "**Banks**")and Bank of America, N.A., as Administrative Agent (in such capacity, the "**AdministrativeAgent**"). Terms defined in the Credit Agreement are, unless otherwise definedherein or the context otherwise requires, used herein as defined therein.

            WHEREAS,the Company, the Banks and the Administrative Agent have entered into the CreditAgreement; and

            WHEREAS,the parties hereto desire to amend the Credit Agreement in certain respects as more fullyset forth herein;

            NOW,THEREFORE, the parties hereto agree as follows:

            SECTION1 Amendments. Subject to the satisfaction of the conditions precedent set forth in Section3, the Credit Agreement shall be amended as follows:

            1.1     RevisedDefinitions. The definitions of "Trigger Event 1" and "Trigger Event2" in Section 1.01 are deleted and the following definitions are substituted thereforin appropriate alphabetical sequence:

"**Trigger Event 1**" shall be deemed to have occurred on      the effective date of the Second Amendment to this Agreement. 

"**Trigger Event 2**" shall be deemed to have occurred on      May 21, 2001. 

            1.2     Amendmentto Section 5.12. The table set forth in Section 5.12 is amended by deleting theMaximum Leverage Ratio of "4.95 to 1.0" for the fiscal quarter ending 3/31/01and substituting "5.5 to 1.0" therefor.

            1.3     Amendmentto Section 5.13. The table set forth in Section 5.13 is amended by deleting theMinimum Interest Coverage Ratio of "2.70 to 1.0" for the fiscal quarter ending3/31/01 and substituting "2.50 to 1.0" therefor. 

            1.4     Amendmentsto Section 5.16. (a) The first sent ITINERARY ence of Section 5.16 is amended by (i)deleting the word "and" immediately prior to clause (iv) of such sentence andsubstituting a comma therefor and (ii) adding the following new clause before the finalperiod of such sentence:

"and (v) all of the accounts receivable, inventory and general      intangibles of the Company and the Guarantors"

(b) The second sentence of Section 5.16 is amended in its entirety to      read as follows:

"In furtherance of the foregoing, the Company will, and will cause      the applicable Subsidiaries to, deliver to the Administrative Agent or any applicable      collateral trustee from time to time, to the extent necessary or appropriate to comply      with the preceding sentence, all documents and instruments reasonably necessary and      customary or appropriate to create a perfected Lien on the assets described in the      preceding sentence."

            1.5     Amendmentsto Section 5.17. Section 5.17 is amended by deleting the first two sentences thereofand substituting the following two sentences therefor:

"Promptly upon the occurrence of Trigger Event 2, and from time to      time thereafter, the Company will take, and will cause its Subsidiaries to take, such      actions as are reasonably necessary or as the Administrative Agent may reasonably request      (including delivery of authorization documents, customary opinions of counsel, title      commitments or policies, insurance assignments and other customary security documentation)      to ensure that the obligations of the Company hereunder and of the Guarantors under the      Subsidiary Guaranty are secured by substantially all of the fixed assets of the Company      and the Guarantors. In furtherance of the foregoing, the Company will, and will cause the      applicable Subsidiaries to, deliver to the Administrative Agent or any applicable      collateral trustee, within 90 days after the effective date of the First Amendment to this      Agreement (and from time to time thereafter to the extent necessary or appropriate to      comply with the preceding sentence), all documents and instruments reasonably necessary      and customary or appropriate to create a perfected Lien on the fixed assets of the Company      and the Guarantors."

            SECTION2   Representations and Warranties. The Company represents andwarrants to the Administrative Agent and the Banks that, after giving effect to theeffectiveness hereof, (a) each warranty set forth in Section 9 of the Credit Agreement istrue and correct as of the date of the execution and delivery of this Amendment by theCompany, with the same effect as if made on such date, and (b) no Default or Event ofDefault exists.

            SECTION3   Effectiveness. The amendments set forth in Section 1above shall become effective on the date (the "**Effective Date**") on whichthe Administrative Agent shall have received (i) counterparts of this Amendment executedby the Company and the Required Banks; (ii) an amendment fee for each Bank which, on orbefore noon (Chicago time) on April 6, 2001, executes and delivers to the AdministrativeAgent (by facsimile or otherwise) a counterpart hereof, such fee to be in an amount equalto 0.125% of such Bank’s Commitment; (iii) a Confirmation, substantially in the formof Exhibit A, signed by each Subsidiary Guarantor; (iv) a Confirmation,substantially in the form of Exhibit B, signed by each Phosphate Guarantor; and (v)a copy of a signed underwritten commitment letter from The Chase Manhattan Bank and/orGoldman Sachs Credit Partners L.P. providing for a replacement credit facility for theCompany in an amount not less than $500,000,000.

            SECTION4  Miscellaneous.

            4.1   ContinuingEffectiveness, etc. As herein amended, the Credit Agreement shall remain in full forceand effect and is hereby ratified and confirmed in all respects. After the effectivenessof this Amendment, all references in the Credit Agreement and the other Loan Documents to"Credit Agreement" or similar terms shall refer to the Credit Agreement asamended hereby.

            4.2   Counterparts.This Amendment may be executed in any number of counterparts and by the different partieson separate counterparts, and each such counterpart shall be deemed to be an original butall such counterparts shall together constitute one and the same Amendment.

            4.3   GoverningLaw. This Amendment shall be a contract made under and governed by the laws of theState of Illinois applicable to contracts made and to be performed entirely within suchState.

            4.4   Successorsand Assigns. This Amendment shall be binding upon the Company, the Banks and theAdministrative Agent and their respective successors and permitted assigns, and shallinure to the benefit of the Company, the Banks and the Administrative Agent and therespective successors and permitted assigns of the Banks and the Administrative Agent.

[Signatures follow]

Delivered at Chicago, Illinois, as of the day and year first above      written.

IMC GLOBAL INC.

By:______________________________________________

Title:____________________________________________

 

BANK OF AMERICA, N.A.,                         Individually and as Administrative Agent

By:______________________________________________                        Title: Managing Director

 

THE CHASE MANHATTAN BANK,                        Individually and as Syndication Agent

By:______________________________________________

Title:_____________________________________________

 

ROYAL BANK OF CANADA, Individually and as Documentation Agent

By:_______________________________________________

Title:______________________________________________

 

BANK ONE, NA (Main Office Chicago), Individually and as                        Co-Syndication Agent

By:_______________________________________________

Title:______________________________________________

 

SUNTRUST BANK, ATLANTA, Individually and as                         Co-Syndication Agent

By:______________________________________________

Title:_____________________________________________

 

MORGAN GUARANTY TRUST COMPANY OF NEW YORK

By:______________________________________________

Title:_____________________________________________

 

CREDIT AGRICOLE INDOSUEZ

By:______________________________________________

Title:_____________________________________________

 

THE NORTHERN TRUST COMPANY

By:______________________________________________

Title:_____________________________________________

 

ABN AMRO BANK N.V.

By:______________________________________________

Title:_____________________________________________

By:______________________________________________

Title:_____________________________________________

 

BNP PARIBAS

By:______________________________________________

Title:_____________________________________________

 

THE BANK OF NEW YORK

By:______________________________________________

Title:_____________________________________________

 

THE BANK OF TOKYO-MITSUBISHI, LTD. CHICAGO BRANCH

By:______________________________________________

Title:_____________________________________________

 

FIRST UNION NATIONAL BANK

By:______________________________________________

Title:_____________________________________________

 

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK                        INTERNATIONAL", NEW YORK BRANCH

By:______________________________________________

Title:_____________________________________________

 

STANDARD CHARTERED BANK

By:______________________________________________

Title:_____________________________________________

 

By:______________________________________________

Title:_____________________________________________

 

BANK HAPOALIM B.M.

By:______________________________________________

Title:_____________________________________________

 

By:______________________________________________

Title:_____________________________________________

 

THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH

By:______________________________________________

Title:_____________________________________________

 

HSBC BANK USA

By:______________________________________________

Title:_____________________________________________

 

THE INDUSTRIAL BANK OF JAPAN, LIMITED, CHICAGO BRANCH

By:______________________________________________

Title:_____________________________________________

 

HARRIS TRUST AND SAVINGS BANK

By:______________________________________________

Title:_____________________________________________

 

 

 

 

EXHIBIT A

 

CONFIRMATION

  

Dated as of April 6, 2001

 

To:  Bank of America, N.A., individually and as AdministrativeAgent, and the other financial institutions party to the Credit Agreement referred tobelow

 

Please refer to: (a) the Amended and Restated Five-Year CreditAgreement dated as of September 29, 2000 (as previously amended, the "CreditAgreement") among IMC Global Inc., various financial institutions (the "Banks")and Bank of America, N.A., as Administrative Agent (the "Administrative Agent");(b) the Subsidiary Guaranty dated as of January 16, 2001 executed by each of theundersigned, as amended through the date hereof (the "Subsidiary Guaranty");and (c) the Second Amendment dated as of April 6, 2001 to the Credit Agreement (the "SecondAmendment"). 

Each of the undersigned hereby confirms to the Administrative Agent andthe Banks that, after giving effect to the Second Amendment and the transactionscontemplated thereby, the Subsidiary Guaranty continues in full force and effect and isthe legal, valid and binding obligation of such undersigned, enforceable against suchundersigned in accordance with its terms. 

 IN WITNESS WHEREOF, this Confirmation has been duly executed anddelivered as of the day and year first above written. 

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP                        By: IMC Global Inc., its Administrative Managing General Partner

By:__________________________________________________
Name: J. Bradford James                        Title: Executive Vice President and Chief Financial Officer

And by: FMRP Inc., its General Partner

 By:__________________________________________________
Name: J. Bradford James                        Title: Vice President 

 

IMC PHOSPHATES COMPANY                        By: IMC Phosphates MP Inc., its General Partner

 By: __________________________________________________

Name: J. Bradford James                        Title: Vice President

 

IMC GLOBAL OPERATIONS INC.

 By: __________________________________________________

Name: J. Bradford James                        Title: Executive Vice President and Chief Financial Officer

 

IMC PHOSPHATES MP INC.                        FMRP INC.                        IMC GLOBAL POTASH HOLDINGS INC.                        IMC USA INC.                        KCL HOLDINGS, INC.                        IMC POTASH TECHNICAL SERVICES INC.                        WESTERN AG-MINERALS COMPANY                        IMC POTASH CARLSBAD INC.                        IMC POTASH COLONSAY INC.                        IMC INORGANIC CHEMICALS INC.                        HARRIS CHEMICAL NORTH AMERICA, INC.                        IMC KALIUM OGDEN CORP.                        IMC SALT INC.                        NAMSCO INC.                        CAREY SALT COMPANY                        IMC CHEMICALS INC.                        THE VIGORO CORPORATION                        GSL CORPORATION

By:__________________________________________________
Name: J. Bradford James                        Title: Vice President

 

 

EXHIBIT B

CONFIRMATION

Dated as of April 6, 2001

To:  Bank of America, N.A., individually and as AdministrativeAgent, and the other financial institutions party to the Credit Agreement referred tobelow

Please refer to: (a) the Amended and Restated Five-Year CreditAgreement dated as of September 29, 2000 (as previously amended, the "CreditAgreement") among IMC Global Inc., various financial institutions (the "Banks")and Bank of America, N.A., as Administrative Agent (the "Administrative Agent");(b) the Phosphate Guaranty dated as of January 16, 2001 executed by each of theundersigned, as amended through the date hereof (the "Phosphate Guaranty");and (c) the Second Amendment dated as of April 6, 2001 to the Credit Agreement (the "SecondAmendment"). 

Each of the undersigned hereby confirms to the Administrative Agent andthe Banks that, after giving effect to the Second Amendment and the transactionscontemplated thereby, the Phosphate Guaranty continues in full force and effect and is thelegal, valid and binding obligation of such undersigned, enforceable against suchundersigned in accordance with its terms. 

 IN WITNESS WHEREOF, this Confirmation has been duly executed anddelivered as of the day and year first above written. 

PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP                        By: IMC Global Inc., its Administrative Managing General Partner

By:__________________________________________________
Name: J. Bradford James                        Title: Executive Vice President and Chief Financial Officer

And by: FMRP Inc., its General Partner

By:__________________________________________________
Name: J. Bradford James                        Title: Vice President 

 

IMC PHOSPHATES COMPANY                         By: IMC Phosphates MP Inc., its General Partner

By:__________________________________________________
Name: J. Bradford James                        Title: Vice President

 

IMC PHOSPHATES MP INC.

By:__________________________________________________
Name: J. Bradford James                        Title: Vice President

 

FMRP INC.

By:__________________________________________________
Name: J. Bradford James                        Title: Vice President