[CONFORMED COPY]
AMENDMENT ▇▇. ▇
▇▇▇▇▇▇▇▇▇ ▇▇. ▇ (this "Agreement") dated as of March 13, 1997 among:
TERRA CAPITAL, INC., a Delaware corporation (the "Company"); TERRA NITROGEN,
LIMITED PARTNERSHIP, a Delaware limited partnership ("TNLP" and, together with
the Company, the "Borrowers); each of the entities listed on the signature pages
hereof under the caption "GUARANTORS" (each such entity, and each of the
Borrowers, an "Obligor" and, collectively, the "Obligors"); each of the lenders
(the "Lenders") and issuing banks (the "Issuing Banks") listed on the signature
pages hereof; and CITIBANK, N.A., as agent for the Lenders and Issuing Banks
under the Credit Agreement referred to below (in such capacity, the "Agent").
The Obligors, the Lenders, the Issuing Banks and the Agent are parties
to an Amended and Restated Credit Agreement dated as of December 14, 1995 (as
from time to time amended, the "Credit Agreement"). The Company has requested
the Lenders to amend the Credit Agreement in certain respects, and the Lenders
are willing to so amend the Credit Agreement, all on the terms and conditions
set forth herein. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 4, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the Agent's receipt of this
Agreement, duly executed by each of the Obligors, the Required Lenders and the
Agent, but effective as of the date hereof, the Credit Agreement shall be
amended as follows:
A. General. References in the Credit Agreement to "this Agreement"
(including indirect references such as "hereunder", "hereby", "herein" and
"hereof") shall be deemed to be references to the Credit Agreement as amended
hereby.
B. Definitions. Section 1.01 of the Credit Agreement is amended by
inserting the following definitions (or, in the case of any definition for a
term that is defined in the Credit Agreement before giving effect to this
Amendment No. 4, by amending and restating such definition to read as set forth
below):
"BFI" means ▇▇▇▇▇ Fertilizer, Inc., a California corporation.
"▇▇▇▇▇ Documents" means the ▇▇▇▇▇ LLC Agreement and the ▇▇▇▇▇ ▇▇
Agreement.
Amendment No. 4
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"▇▇▇▇▇ ▇▇ Agreement" means the Joint Venture Agreement among TI, BFI,
▇▇▇▇▇ LLC and certain other Persons pursuant to which TI will acquire
ownership interests in ▇▇▇▇▇ LLC, as amended from time to time.
"▇▇▇▇▇ LLC" means ▇▇▇▇▇ Fertilizer, L.L.C., a Delaware limited
liability company, as the same may be renamed from time to time.
"▇▇▇▇▇ LLC Agreement" means the limited liability company management
agreement for ▇▇▇▇▇ LLC, as the same may be in effect from time to time.
"Specified Acquisitions" means Investments (including, without
limitation, Investments arising by reason of any merger or consolidation
permitted under Section 5.02(d)(i)(y) but excluding Investments
contemplated by the Port ▇▇▇▇ Transaction) consisting of acquisitions of
ownership interests in one or more entities engaged in the same or allied
line or lines of business as Terra and its Subsidiaries, taken as a whole.
For purposes hereof, the amount of Specified Acquisitions made during any
period shall include, without duplication, the aggregate amount of
Investments in ▇▇▇▇▇ LLC (other than those referred to in Section
5.02(f)(xvi)) made during such period and the aggregate amount of payments
made during such period by Terra and its Subsidiaries in respect of the
Obligations referred to in clauses (xv), (xvi) and (xvii) of Section
5.02(b).
C. Transactions with Affiliates. Section 5.01(m) of the Credit
Agreement shall be amended by deleting the "and" at the end of clause (v)
thereof, by substituting "; and" for the period at the end of clause (vi)
thereof and by adding the following new clause (vii) thereto:
"(vii) Investments in ▇▇▇▇▇ LLC to the extent permitted hereunder and
general and administrative and purchasing services for ▇▇▇▇▇ LLC (including
inventory purchasing arrangements, whether for inventory manufactured
and/or produced by Terra or any of its Subsidiaries or
Amendment No. 4
- 3 -
purchased from third parties, vendors or suppliers and including leasing
and subleasing of furnishings, fixtures and equipment)."
D. Debt. Section 5.02(b) of the Credit Agreement shall be amended by
deleting the "and" at the end of clause (xiii) thereof, by substituting a
semicolon for the period at the end of clause (xiv) thereof and by adding the
following new clauses (xv), (xvi) and (xvii) thereto:
"(xv) if at any time ▇▇▇▇▇ LLC is a Subsidiary of Terra, Capital
Lease Obligations owing by ▇▇▇▇▇ LLC to BFI with respect to fixtures,
furniture, equipment and other Property in an aggregate principal amount
presently contemplated to be approximately $25,400,000 but in no event
exceeding $30,000,000, and (regardless of whether ▇▇▇▇▇ LLC is a Subsidiary
of Terra) the Guarantee of such Obligations by Terra or one or more of its
Subsidiaries;
(xvi) Debt of Terra (or one or more of its Subsidiaries) in a
principal amount (presently contemplated to be approximately $20,000,000,
subject to adjustment in connection with increases or decreases in BFI's
capital account in ▇▇▇▇▇ LLC) as required under the put/call provisions of
the ▇▇▇▇▇ ▇▇ Agreement, but in any event not exceeding $30,000,000, owing
under one or more promissory notes payable by Terra or one or more of its
Subsidiaries to BFI and/or one or more of BFI's Affiliates as consideration
for the transfer by BFI to TI or one or more of its Subsidiaries of the
membership interests in ▇▇▇▇▇ LLC not theretofore held by TI and its
Subsidiaries, and the Guarantee of such Debt by Terra or one or more of its
Subsidiaries; and
(xvii) Obligations of TI in a maximum amount not exceeding $5,000,000
owing to BFI and/or one or more of BFI's Affiliates under one or more
consulting or service agreements, and the Guarantee of such Obligations by
Terra or one or more of its Subsidiaries."
E. Sales, Etc., of Assets. Section 5.02(e) of the Credit Agreement
shall be amended by deleting the "and" at the end of clause (vii) thereof, by
substituting "; and" for the period at the end of clause (viii) thereof and by
adding the following new clause (ix) thereto:
"(ix) sales, transfers and other dispositions of assets to ▇▇▇▇▇ LLC
so long as such transactions are (if at the time ▇▇▇▇▇ LLC is not a wholly
owned Subsidiary of the
Amendment No. 4
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Company) in the ordinary course of business and on ordinary business
terms."
F. Investments. Section 5.02(f) of the Credit Agreement shall be
amended by deleting the "and" at the end of clause (xiv) thereof, by
substituting "; and" for the period at the end of clause (xv) thereof and by
adding the following new clause (xvi) thereto:
"(xvi) (x) working capital advances or loans made by Terra or one or
more of its Subsidiaries to ▇▇▇▇▇ LLC from time to time to the extent
required or permitted pursuant to the terms of the ▇▇▇▇▇ Documents; and (y)
loans, advances and capital contributions made by Terra or one or more of
its Subsidiaries to ▇▇▇▇▇ LLC from time to time to finance the purchase by
▇▇▇▇▇ LLC of furnishings, fixtures and equipment, real estate and/or equity
interests in entities engaged in the same or allied lines of business in an
aggregate principal amount not to exceed $10,000,000 at any one time
outstanding."
Section 3. Representations and Warranties. The Company hereby
represents and warrants to the Agent and the Lenders that:
(a) the representations and warranties contained in each Loan
Document are correct on and as of the date hereof, as though made on and
as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date);
and
(b) no event has occurred and is continuing that constitutes a
Default or an Event of Default.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement and each of the other Loan Documents shall remain unchanged and in
full force and effect. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
Amendment No. 4
- 5 -
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
THE BORROWERS
-------------
TERRA CAPITAL, INC.
By /s/ ▇. ▇. ▇▇▇▇▇
-----------------------------
Title: Vice President
TERRA NITROGEN, LIMITED PARTNERSHIP
By Terra Nitrogen Corporation,
its General Partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
GUARANTORS
----------
TERRA INDUSTRIES INC.
By /s/ ▇. ▇. ▇▇▇▇▇
-----------------------------
Title: Senior Vice President
TERRA NITROGEN CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Title: Vice President
BEAUMONT METHANOL, LIMITED
PARTNERSHIP
By Terra Methanol Corporation,
its General Partner
By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
Amendment ▇▇. ▇
-▇-
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
BMC HOLDINGS, INC.
By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
TERRA CAPITAL HOLDINGS, INC.
By /s/ ▇. ▇. ▇▇▇▇▇
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Title: Vice President
THE AGENT
---------
CITIBANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Attorney-in-Fact
COMMITMENTS THE LENDERS
----------- -----------
Terra Commitment CITIBANK, N.A.
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: Vice President
Terra Commitment THE CHASE MANHATTAN BANK
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------
Title: Vice President
Amendment ▇▇. ▇
-▇-
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ CORPORATION
----------------
$15,620,000.00
TNLP Commitment
---------------
$ 1,100,000.00 By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
Terra Commitment BANK OF AMERICA ILLINOIS
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇. ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Vice President
Terra Commitment THE BANK OF NOVA SCOTIA
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ F. C. H. ▇▇▇▇▇
---------------------------
Title: Senior Manager Loan
Operations
Terra Commitment CAISSE NATIONAL DE CREDIT AGRICOLE
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Title: Senior Vice President
Branch Manager
Terra Commitment COOPERATIEVE CENTRALE RAIFFEISEN-
---------------- BOERENLEEBANK, B.A. "RABOBANK
$14,980,000.00 NEDERLAND", NEW YORK BRANCH
TNLP Commitment
---------------
$ 1,054,929.57
By /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Title: Vice President, Manager
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
Amendment ▇▇. ▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ CREDIT LYONNAIS CHICAGO BRANCH
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Authorized Signature
Terra Commitment DRESDNER BANK AG, CHICAGO AND GRAND
---------------- CAYMAN BRANCHES
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
By /s/ B. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
Terra Commitment FIRST BANK NATIONAL ASSOCIATION
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Title: Vice President
Terra Commitment THE FUJI BANK, LIMITED
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------
Title: Joint General Manager
Terra Commitment MELLON BANK, N.A.
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Title: Vice President
Amendment No. 4
-9-
Terra Commitment NATIONSBANK OF TEXAS, N.A.
----------------
$26,980,000.00
TNLP Commitment
---------------
$ 1,900,000.00 By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
Title: Vice President
Terra Commitment UNION BANK OF SWITZERLAND, NEW YORK
---------------- BRANCH
$15,620,000.00
TNLP Commitment
---------------
$ 1,100,000.00 By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Assistant Treasurer
Terra Commitment BOATMEN'S NATIONAL BANK
----------------
$ 7,000,000.00
TNLP Commitment
---------------
$ 492,957.75 By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
Terra Commitment BANQUE NATIONAL DE PARIS
----------------
$ 5,000,000.00
TNLP Commitment
---------------
$ 352,112.68 By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ du Bocage
---------------------------
Title: Executive Vice President
and General Manager
Amendment No. 4