LIMITED WAIVER (this "Agreement") dated as of March 22, 1999 among: ---------
EXHIBIT 4.5
EXECUTION COPY
LIMITED WAIVER
LIMITED WAIVER (this "Agreement") dated as of March 22, 1999 among:
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TERRA CAPITAL, INC., a Delaware corporation (the "Company");
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TERRA NITROGEN, LIMITED PARTNERSHIP, a Delaware limited partnership
("TNLP" and, together with the Company, the "Borrowers");
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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");
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each of the lenders (the "Lenders") listed on the signature pages
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hereof; and
CITIBANK, N.A., as administrative agent for the Lenders and Issuing
Banks under the Credit Agreement referred to below (in such capacity, the
"Administrative Agent").
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The Obligors, the Lenders, certain Issuing Banks and the
Administrative Agent are parties to an Amended and Restated Credit Agreement
dated as of March 31, 1998 (as from time to time amended, the "Credit
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Agreement"). The Company has requested the Lenders to waive compliance with
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certain provisions of the Credit Agreement in certain respects for the period
from the date hereof through and including June 30, 1999, and the Lenders are
willing to do so, 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 Agreement,
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terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Limited Waiver. Subject to (i) the Administrative Agent's
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receipt of this Agreement, duly executed by each of the Obligors, the Required
Lenders and the Administrative Agent, and (ii) payment by Terra to the
Administrative Agent of any and all fees as Terra shall have agreed to pay in
connection herewith, but effective as of the date hereof, the Lenders hereby
waive compliance with (i) Sections 5.04(a) and (b)of the Credit Agreement for
the Rolling Period ending March 31, 1999 and (ii) Section 5.04(c) and (d) of the
Credit Agreement for each Rolling Period ending March 31, 1999 and June 30,
1999.
Section 3. Representations and Warranties. The Company hereby
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represents and warrants to the Administrative Agent and the Lenders that, after
giving effect hereto:
(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
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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
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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.
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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
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TERRA CAPITAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
TERRA NITROGEN, LIMITED PARTNERSHIP
By Terra Nitrogen Corporation, its General
Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
GUARANTORS
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TERRA INDUSTRIES INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President &
Chief Financial Officer
TERRA CAPITAL HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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TERRA NITROGEN CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
TERRA METHANOL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
BMC HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
TERRA INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President &
Chief Financial Officer
THE ADMINISTRATIVE AGENT
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CITIBANK, N.A.
By: /s/ Xxxxxx Xxxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxxx Xxxxxx
Title: Attorney-in-Fact
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THE LENDERS
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CITIBANK, N.A.
By: /s/ Xxxxxx Xxxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxxx Xxxxxx
Title: Attorney-in-Fact
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Xxxxx
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Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Vice President
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THE CHASE MANHATTAN BANK
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: First Vice President
By: /s/ W. Xxxxx Xxxxxx
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Name: W. Xxxxx Xxxxxx
Title: First Vice President
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CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxx
Title: Vice President
By: /s/ A. Xxxxxxx Xxxxxx
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Name: A. Xxxxxxx Xxxxxx
Title: First Vice President
XXXXXX TRUST & SAVINGS BANK
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
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BANQUE NATIONALE DE PARIS
By: /s/ Xxxxxxxxx Xxxxxx
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Name: Xxxxxxxxx Xxxxxx
Title: Vice President
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEEBANK, B.A. "RABOBANK
NEDERLAND", New York Branch
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Senior Credit Officer
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President
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NORWEST BANK IOWA, NATIONAL
ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Vice President
THE SUMITOMO BANK, LIMITED
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President
FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Corporate Banking Officer
