EXHIBIT 10.3
FMC GOLD COMPANY
ANNUAL REPORT ON
FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1995
AMENDMENT NO. 2
TO
MANAGEMENT SERVICES AGREEMENT
AGREEMENT, dated as of August 24, 1989, between FMC Gold Company (formerly
known as FMC Nevada Company), a Delaware corporation ("Company") and FMC
Corporation, a Delaware corporation ("FMC").
WHEREAS, Company and FMC have heretofore entered into a Management Services
Agreement dated as of May 2, 1987, and an Amendment No. 1 to Management
Services Agreement dated as of August 1, 1987 (as so amended, the
"Agreement"); and
WHEREAS, Company and FMC desire to amend the Agreement as hereinafter set
forth;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. 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.
SECTION 2. Amendment of Section 6 of the Agreement. Section 6 is amended to
read as follows: Amendment of Section 6 of the Agreement. Section 6 is amended
to read as follows:
"6. Extension of Credit
(a) The Company and FMC hereby grant to each other the right to borrow
money from the other, from time to time, subject to the terms and
conditions set forth herein.
(b) The borrower may exercise its right to borrow from the lender from
time to time during the term of this Agreement by requesting in writing
that the lender advance the amount desired and making reference in such
request to this Agreement. Subject to subsection (c), the lender will lend
to the borrower such sums of money as the borrower may specify in its
request.
(c) Draws under this credit facility may be made at any time in any whole
digit multiple of $100,000 provided that, except as set forth in the
following sentence, no draw may be made by the Company or by FMC if, when
such draw is added to previous draws by such party then outstanding, the
aggregate borrowing outstanding by such party pursuant to this Agreement
would exceed $50,000,000. A draw under this credit facility may be made
even if, when added to previous draws outstanding, the aggregate borrowing
outstanding by the drawer would exceed $50,000,000, if the chief financial
officer of the other party (i) determines that the yield on such loan is at
least equal to the yield on other available investments with similar risk
and duration characteristics and (ii) consents in writing to such draw.
(d) All money borrowed under this Agreement shall bear interest, payable
on or before the tenth business day of each month, at a rate equal to FMC's
weighted average rate on its outstanding commercial paper and borrowings
under bank credit facilities during such period, determined in accordance
with generally accepted accounting principles applied in a manner
consistent with those applied by FMC in the preparation of its financial
statements.
(e) All funds borrowed under this Agreement, together with all interest
accrued thereon, shall be repaid by the borrower, upon demand by the
lender, in U.S. dollars at Chicago and may be repaid, at such place, at any
time or from time to time in any whole digit multiple of $100,000, prior to
such demand.
(f) Advances and repayments hereunder will be made by wire transfer to
the bank account designated by the borrower and lender, respectively; will
be made on the date on which written notice of the draw is requested; and
will earn interest from such date.
(g) If payments are not made at the time or times or in the amount or
amounts demanded by the lender, the lender may, at its option and without
notice, declare the entire balance (including accrued interest) due and
immediately payable.
(h) The failure of the lender to accelerate the payments of the borrower
when entitled to do so under this Agreement shall at no time constitute a
waiver of any of its rights under this Agreement.
(i) No promissory notes or documentation other than this Agreement and
the written request contemplated by subsection (b) above shall be required,
and all advances and repayments will be evidenced solely by the respective
entries in the accounting records of the lender, the borrower and their
banks.
(j) Notwithstanding the provisions of Section 7(e) of this Agreement,
either party may, by giving at least 30 days' prior written notice to the
other, terminate this Section 6 of this Agreement as of December 31, 1989,
or any subsequent December 31."
SECTION 3. Counterparts; Effectiveness. This Amendment No. 2 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 4. Governing Law. This Amendment shall be construed in accordance
with and governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.
FMC Gold Company
/s/ Robert N. Burt
By __________________________________
Chairman of the Board
Its _________________________________
FMC Corporation
/s/ A. D. Lyons
By __________________________________
Vice President--Finance
Its _________________________________