AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
Exhibit 4.8
AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
Amendment No. 2 (this “Amendment”), dated as of February 2, 2007, among Terra
Nitrogen, Limited Partnership, a Delaware limited partnership (the “Borrower”), Terra
Nitrogen Company, L.P., a Delaware limited partnership (“TNCLP”), the Lenders party hereto,
and Citicorp USA, Inc., as administrative agent and collateral agent for the Lenders and
the Issuers (in such capacities, the “Administrative Agent”), amends certain provisions of the
Credit Agreement, dated as of December 21, 2004 (as amended, supplemented or otherwise
modified from time to time, including previous amendments hereto, the “Credit Agreement”), among
the Borrower, TNCLP, 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 the Administrative Agent.
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make Loans to the
Borrower and to issue Letters of Credit for the account of the Borrower; and
WHEREAS, the Borrower and TNCLP have requested, and the Lenders and the Administrative Agent
have agreed to, certain amendments to the Credit Agreement as more specifically set forth below.
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. As of the Second Amendment Effective Date (as defined as Section 3),
the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the existing definition
of “Scheduled Termination Date” in its entirety and inserting the following in lieu thereof:
“Scheduled Termination Date” means January ___, 2012.
(b) Section 5.2 of the Credit Agreement is hereby deleted in its entirety and the following is
inserted in lieu thereof:
Section 5.2 Capital Expenditures and Joint Venture Investments. TNCLP
will not permit (a) Capital Expenditures of TNCLP and its Subsidiaries (excluding any
Capital Expenditures financed by insurance proceeds to the extent permitted hereunder)
to be made or incurred during each period set forth below and (b) the cash Investments
in joint ventures made during such period permitted under Section 8.3(l), in aggregate
to be in excess of the maximum amount set forth below, for such period:
1
Fiscal Year | Maximum Amount | |||
Fiscal Year ended December 31, 2006 |
$ | 10,000,000 | ||
Fiscal Year ended December 31, 2007 and
each Fiscal Year thereafter |
$ | 25,000,000 |
3. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall
become effective on the date (the “Second Amendment Effective Date”) when the following conditions
precedent have been satisfied:
(i) this Amendment, executed by the Borrower, TNCLP, the Administrative Agent and all Lenders;
(ii) a fully executed Amendment No. 4 to the Terra Capital Credit Agreement providing for the
extension of the Scheduled Termination Date thereunder until January ___, 2012; and
(iii) such additional documentation as the Administrative Agent or the Lenders may reasonably
require.
4. Representations and Warranties. On and as of the date hereof, and as of the Second
Amendment Effective Date, after giving effect to this Amendment, each of the Borrower and TNCLP
hereby represents and warrants to the Lenders as follows:
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(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; and
(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 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. Loan Documents. This Amendment is deemed to be a “Loan Document” for the purposes
of the Credit Agreement.
7. Amendment Fees. As consideration for the execution of this Amendment, the
Borrower agrees to pay on the Second Amendment Effective Date to the Administrative Agent, for the
account of each Lender signatory to this Amendment, an amendment fee equal to 0.10% of such
Lender’s Revolving Credit Commitment then in effect.
8. Costs and Expenses. The Borrower and TNCLP 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.
(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 Second Amendment Effective Date, all references in the Credit Agreement
to the “Agreement” shall be deemed to be references to such Agreement as modified hereby and this
Amendment and the Credit Agreement shall be read together and construed as a single instrument.
[signature pages follow]
3
Borrower | ||||||
Terra Nitrogen, Limited Partnership | ||||||
By: Terra Nitrogen Gp, Inc. |
||||||
Its: General Partner | ||||||
By: | /s/ X. X. Xxxxx | |||||
Name: Xxxxxxx X. Xxxxx | ||||||
Title: | ||||||
Guarantor | ||||||
Terra Nitrogen Company, L.P. | ||||||
By: Terra Nitrogen Gp, Inc. |
||||||
Its: General Partner | ||||||
By: | /s/ X. X. Xxxxx | |||||
Name: Xxxxxxx X. Xxxxx | ||||||
Title: |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
Administrative Agent | ||||||
Citicorp USA, Inc. | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Director/Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
Lenders | ||||||
Citicorp USA, Inc. | ||||||
By: | /s/ Xxxxx Xxxxx | |||||
Name: Xxxxx Xxxxx | ||||||
Title: Director/Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
Xxxxx Fargo Foothill, Inc. | ||||||
By: | /s/ Xxxx Xxxxxxxx | |||||
Name: Xxxx Xxxxxxxx | ||||||
Title: Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
LaSalle Bank National Association | ||||||
By: | /s/ Xxxxx Xxxxxx | |||||
Name: Xxxxx Xxxxxx | ||||||
Title: First Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
Congress Financial Corp. | ||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||
Name: Xxxxxx X. Xxxxxx | ||||||
Title: Director |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
General Electric Capital Corporation | ||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||
Name: Xxxxxx X. Xxxxx | ||||||
Title: Duly Authorized Signatory |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
National City Business Credit, Inc. | ||||||
By: | /s/ Xxxxxx X. Xxxxx | |||||
Name: Xxxxxx X. Xxxxx | ||||||
Title: Vice President |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
State of California Public Employees’ | ||||||
Retirement System | ||||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||||
Name: Xxxxxx X. Xxxxxxxx | ||||||
Title: Sr. P.M. |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
CONSENT OF GUARANTORS
Dated as of February 2, 2007
Each of the undersigned companies, as a Guarantor under the Guaranty dated December 21, 2004
(the “Guaranty”) in favor of the Secured Parties under the Credit Agreement referred to in the
foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects, except that, on and
after the effectiveness of such Amendment, each reference in the Guaranty to the “Credit
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the
Credit Agreement, as amended by such Amendment.
[Signature pages follow]
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
TERRA NITROGEN, LIMITED PARTNERSHIP | ||||||
By: Terra Nitrogen Gp, Inc. |
||||||
Its: General Partner | ||||||
By: | /s/ X. X. Xxxxx | |||||
Name: | ||||||
Title: | ||||||
TERRA NITROGEN COMPANY, L.P. | ||||||
By: Terra Nitrogen Gp, Inc. |
||||||
Its: General Partner | ||||||
By: | /s/ X. X. Xxxxx | |||||
Name: | ||||||
Title: | ||||||
TERRA CAPITAL, INC. | ||||||
TERRA MISSISSIPPI HOLDINGS CORPORATION (F/K/A MISSISSIPPI CHEMICAL CORPORATION) |
||||||
TERRA INDUSTRIES INC. | ||||||
TERRA CAPITAL HOLDINGS, INC. | ||||||
TERRA NITROGEN CORPORATION | ||||||
TERRA INTERNATIONAL, INC. | ||||||
TERRA INTERNATIONAL (OKLAHOMA) INC. | ||||||
PORT XXXX CORPORATION | ||||||
TERRA METHANOL CORPORATION | ||||||
BMC HOLDINGS INC. | ||||||
BEAUMONT HOLDINGS CORPORATION | ||||||
TERRA REAL ESTATE CORPORATION | ||||||
BEAUMONT AMMONIA INC. | ||||||
TERRA MISSISSIPPI NITROGEN, INC. (F/K/A MISSISSIPPI NITROGEN, INC.) |
||||||
XXXXX XXXXXXX AMMONIA, INC. (F/K/A MISSISSIPPI CHEMICAL MANAGEMENT COMPANY) |
||||||
By: | /s/ X. X. Xxxxx | |||||
Name: r | ||||||
Title: |
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]
TERRA (U.K.) HOLDINGS INC. |
||||
By: | /s/ X. X. Xxxxx | |||
Name: | ||||
Title: | ||||
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO TNLP CREDIT AGREEMENT]