CONFORMED COPY
AMENDMENT NO. 1
AMENDMENT NO. 1 (this "Agreement") dated as of September 30, 1998 by
and among:
TERRA METHANOL CORPORATION, a Delaware corporation ("TMC"), as the
General Partner of Beaumont Methanol, Limited Partnership, a Delaware
limited partnership ("BMLP");
BMC HOLDINGS, INC., a Delaware corporation ("BMCH"), as the Class B
Limited Partner of BMLP; and
NOVA PRODUCTS LLC, a Delaware limited liability company ("Nova"), as
the Class A Limited Partner of BMLP.
Section 1. Definitions. Except as otherwise defined in this Agreement,
terms defined in the Second Amended and Restated Agreement of Limited
Partnership of BMLP dated as of March 31, 1998 (as from time to time amended,
the "Partnership Agreement"), including terms defined in the Appendix thereto,
are used herein as defined therein.
Section 2. Amendments. Terra Capital has requested the Partners to
amend the Partnership Agreement in certain respects, and the Partners are
willing to so amend the Partnership Agreement, all on the terms and conditions
set forth herein. Accordingly, the parties hereto hereby agree that, subject to
the execution of this Agreement by each Partner, but effective as of the date
hereof, the Partnership Agreement shall be amended as follows:
A. Early Termination Premium Definition. The definition of "Early
Termination Premium" in the Appendix to the Partnership Agreement is amended to
read as follows:
"Early Termination Premium" means an amount equal to (a) the
aggregate Capital Contribution of the Class A Limited Partner
multiplied by (b) the difference, if any, between (i) the present
value of the sum of (A) 0.00217 received quarterly on the last
Business Day of each Distribution Period occurring during the period
commencing on the applicable Retirement Date, Purchase Date or
Termination Date, as the case may be, and ending on the then current
Reset Date and (B) 0.04444 received on such Reset Date (the
"Applicable Amounts"), discounted at a rate equal to the sum of (1)
the bid-side yield on U.S. Treasury notes whose maturity matches or
approximates the then current Reset Date and (2) 2.50% minus (ii) the
present value of the Applicable Amounts, discounted at the rate of
19.5%.
B. First Priority Return Rate Definition. The definition of "First
Priority Return
Rate" in the Appendix to the Partnership Agreement is amended to read as
follows:
"First Priority Return Rate" means (a) for each Current Period
occurring during the period commencing on September 30, 1998 and
ending on the first Reset Date, a rate per annum equal to (i) the sum
of (A) 3.4083% per annum and (B)(1) 0.95556 multiplied by (2) the
Adjusted Eurodollar Rate in effect on the first day of such Current
Period or (ii) if at any time the Eurodollar Rate is unavailable, the
sum of (A) 1.9750% per annum and (B)(1) 0.95556 multiplied by (2) the
Alternate Base Rate in effect from time to time during such Current
Period and (b) for each Current Period commencing on or after the
first Reset Date, a rate per annum equal to either (i)(A) the sum of
(1) 3.6565% per annum and (2) the Adjusted Eurodollar Rate in effect
on the first day of such Current Period or (B) if at any time the
Eurodollar Rate is unavailable, the sum of (1) 2.1565% per annum and
(2) the Alternate Base Rate in effect from time to time during such
Current Period or (ii) such rate per annum as shall be agreed among
all of the Partners.
C. General. References in the Partnership Agreement to "this
Agreement" (including indirect references such as "hereunder", "hereby",
"herein" and "hereof") shall be deemed to be references to the Partnership
Agreement as amended hereby.
Section 3. Representations and Warranties. Each Terra Partner hereby
represents and warrants that:
(a) the representations and warranties made by it in the Transaction
Documents 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 Notice
Event or a Termination Event or an Incipient Event.
Section 4. Miscellaneous. Except as herein provided, the Partnership
Agreement and the other Transaction 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 Delaware.
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 GENERAL PARTNER
TERRA METHANOL CORPORATION
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
THE CLASS B LIMITED PARTNER
BMC HOLDINGS, INC.
By /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
Title: Vice President
THE CLASS A LIMITED PARTNER
NOVA PRODUCTS LLC
By: STONEHURST CAPITAL L.L.C.,
as Managing Member
By: STONEHURST CAPITAL, INC.
as Manager
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President