EXHIBIT 4.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Amendment No. 1 (this "Amendment"), dated as of June 27, 2002, among Terra
Capital, Inc., a Delaware corporation ("Terra Capital"), Terra Nitrogen (U.K.),
Limited, a company incorporated in England and Wales ("Terra UK"), and Terra
Nitrogen, Limited Partnership, a Delaware limited partnership ("TNLP") (Terra
Capital, Terra UK and TNLP each a "Borrower" and, collectively, the
"Borrowers"), Terra Industries Inc., a Maryland corporation ("Terra
Industries"), and the Lenders party hereto, amends certain provisions of the
Amended and Restated Credit Agreement, dated as of October 10, 2001 (as amended
hereby and as the same may be further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrowers, Terra
Industries, the financial institutions from time to time party thereto as
lenders (the "Lenders"), the financial institutions from time to time party
thereto as issuing banks (the "Issuers") and Citicorp USA, Inc. ("CUSA"), as
agent for the Lenders and the Issuers (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
Loans to the Borrowers and to issue, and have issued, Letters of Credit for the
account of the Borrowers; and
WHEREAS, the Borrowers, Terra Industries, the Requisite Lenders and the
Administrative Agent have agreed to certain amendments to the Credit Agreement
as more specifically set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and provisions hereinafter contained, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used herein and not defined herein
but defined in the Credit Agreement are used herein as defined in the
Credit Agreement.
2. Amendments to the Credit Agreement. As of the Amendment Effective Date
(as defined in Section 3 below), the Credit Agreement is hereby
amended as follows:
(a) Amendment to Section 5.1. Section 5.1 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
Section 5.1 Minimum Cash Flow. If, at any time during any Fiscal
Quarter, the aggregate Available Credit is less than $60,000,000 for more
than three consecutive Business Days, Terra Industries will have Cash Flow
for the four Fiscal Quarter period set forth below ending as of the last
day of the immediately preceding Fiscal Quarter of not less than the amount
set forth below opposite such period:
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Fiscal Quarters Minimum Cash Flow
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4 Fiscal Quarters ended September 30, 2001,
December 31, 2001 and March 31, 2002 $40,000,000
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4 Fiscal Quarters ended June 30, 2002 $45,000,000
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4 Fiscal Quarters ended September 30, 2002 $50,000,000
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4 Fiscal Quarters ended December 31, 2002 and each
4 Fiscal Quarter period thereafter $60,000,000
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For avoidance of doubt, an Event of Default for purposes of Section
9.1(e)(i) in respect of the minimum Cash Flow requirement indicated
above shall be deemed to have occurred and be continuing as of the next
Business Day immediately following the aforementioned three consecutive
Business Days in the event that Terra Industries shall not have met the
Cash Flow requirement set forth above.
3. Conditions Precedent to the Effectiveness of this Amendment. This
Amendment shall become effective as of the date hereof on the date (the
"Amendment Effective Date") when the following conditions precedent have been
satisfied:
(a) Certain Documents. The Administrative Agent shall have received,
on or before the Amendment Effective Date, all of the following, all of
which shall be in form and substance satisfactory to the Administrative
Agent, in sufficient originally executed copies for each of the Lenders:
(i) this Amendment, executed by each Borrower, Terra Industries,
and the Lenders constituting the Requisite Lenders; and
(ii) such additional documentation as the Administrative Agent or
the Requisite Lenders may reasonably require.
(b) Representations and Warranties. Each of the representations and
warranties made by the Borrowers or Terra Industries in or pursuant to the
Credit Agreement, as amended hereby, and the other Loan Documents to which
the Borrowers or Terra Industries is a party or by which the Borrowers or
Terra Industries is bound, shall be true and correct in all material
respects on and as of the Amendment Effective Date (other than
representations and warranties in any such Loan Document which expressly
speak as of a specific date, which shall have been true and correct in all
material respects as of such specific date).
(c) No Event of Default. No Default of Event of Default shall have
occurred and be continuing on the Amendment Effective Date.
(d) Fees and Past Expenses Paid. On the Amendment Effective Date the
Borrowers shall have paid (i) to each Lender that has executed this
Amendment an
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amendment fee equal to 0.125 percent (0.125%) of such Lender's Revolving
Credit Commitments and any other fees required to be paid herewith under any
Loan Documents and, (ii) in accordance with Section 11.3 of the Credit
Agreement, all outstanding costs and expenses of the Administrative Agent
previously billed to the Borrowers, including the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent.
4. Representations and Warranties. On and as of the date hereof, and as of
the Amendment Effective Date, after giving effect to this Amendment, each
Borrower and Terra Industries hereby represents and warrants to the Lenders as
follows:
(a) Each of the representations and warranties contained in Article IV
of the Credit Agreement, the other Loan Documents or in any certificate,
document or financial or other statement furnished at any time under or in
connection therewith are true and correct in all material respects on and
as of the date as if made on and as of such date, except to the extent that
such representations and warranties specifically relate to a specific date,
in which case such representations and warranties shall be true and correct
in all material respects as of such specific date; provided, however, that
references therein to the "Credit Agreement" shall be deemed to include
this Amendment;
(b) No Default or Event of Default has occurred and is continuing.
5. Continuing Effect; No Other Amendments. Except as expressly amended
hereby, all of the terms and provisions of the Credit Agreement and the other
Loan Documents are and shall remain in full force and effect. The amendments and
consents contained herein shall not constitute an amendment or a waiver of any
other provision of the Credit Agreement or the other Loan Documents or for any
other purpose except as expressly set forth herein.
6. Costs and Expenses. The Borrowers and Terra Industries agree to pay on
demand all reasonable and documented out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery
of this Amendment and other instruments and documents to be delivered pursuant
hereto, including the reasonable and documented fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect thereto.
7. Governing Law; Counterparts; Miscellaneous.
(a) This Amendment shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.
(b) This Amendment may be executed in any number of counterparts and
by the different parties on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.
(c) Section captions used in this Amendment are for convenience only
and shall not affect the construction of this Amendment.
(d) From and after the Amendment Effective Date, all references in the
Credit Agreement to the "Agreement" shall be deemed to be references to
such Agreement as
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modified hereby and this Amendment and the Credit Agreement shall be read
together and construed as a single instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned parties have executed this AMENDMENT
NO. 1 TO CREDIT AGREEMENT to be effective for all purposes as of the Amendment
Effective Date.
Borrowers
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Terra Capital, Inc.
By: /s/ X. X. Xxxxx
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Name: X. X. Xxxxx
Title: Vice President
Terra Nitrogen (U.K.), Limited
By: /s/ X. X. Xxxxx
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Name: X. X. Xxxxx
Title: Director
Terra Nitrogen, Limited Partnership
By: Terra Nitrogen Corporation,
its General Partner
By: /s/ X. X. Xxxxx
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Name: X. X. Xxxxx
Title: Vice President
Guarantor
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Terra Industries Inc.
By: /s/ X. X. Xxxxx
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Name: X. X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
Lenders
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Citicorp USA, Inc.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement
Foothill Capital Corporation
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: Vice President
LaSalle Bank National Association
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
Title: Vice President
PNC Business Credit
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
Congress Financial Corp.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
Xxxxxx Financial, Inc.
By: /s/ W. Xxxxxx XxXxxxxxx
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Name: W. Xxxxxx XxXxxxxxx
Title: Duly Authorized Signatory
The Provident Bank
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
Signature Page to Amendment No. 1 to
Credit Agreement
