Long-Term Indebtedness. Terra Industries will not, and will not permit any of its Subsidiaries to: (x) purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of (i) the Senior Secured Notes, (ii) the Senior Second Lien Notes, (iii) the Terra UK Debt or the Terra Canada Debt (below an aggregate outstanding principal amount of $35,000,000) or (iv) any other long-term indebtedness of Terra Industries and its Subsidiaries, other than (1) the redemption or repayment (it being understood that such terms include defeasance but do not include open market purchases) of the Senior Second Liens Notes directly with proceeds of the issuance by Terra Industries of its convertible preferred Stock (provided, that such convertible preferred Stock shall not have a scheduled redemption date that is prior to the original maturity date of the Senior Second Lien Notes), (2) Intercompany Indebtedness, with the exception of the aforementioned Terra UK Debt and Terra Canada Debt (provided, however, that no Intercompany Indebtedness of any Loan Party constituting Collateral shall be repaid or prepaid, including the Terra UK Debt and Terra Canada Debt, unless the Intercompany Indebtedness of such Loan Party constituting Shared Collateral has first been paid in full), and (3) except following the occurrence of an Event of Default which is continuing, the prepayment of Indebtedness under the MCC Credit Agreement (including, without limitation, any penalty or premium required to be paid in connection with such prepayment under the MCC Credit Agreement as in effect on the Effective Date), except in each case for regularly scheduled payments of principal and interest in respect thereof required pursuant to the Indentures, MCC Credit Agreement or other instruments evidencing such long-term Indebtedness; or (y) amend, in any manner materially adverse to the interests of the Lenders and the Issuers, the documentation creating or evidencing any long-term Indebtedness of Terra Industries and its Subsidiaries, except (with respect to the Indentures) amendments which are permitted by Section 8.11. Notwithstanding the foregoing restrictions, Terra Capital may also make open market purchases of the Senior Second Lien Notes and the Senior Secured Notes (each a “Senior Note Purchase”) if, after giving effect to each Senior Note Purchase, the following conditions are satisfied: (A) the aggregate amount of such purchases, together with the aggregate amount of Common Unit Purchases, (X) made during any Repurchase Period does not exceed the Maximum Repurchase Amount applicable to such period or (Y) made during any calendar year does not exceed $100,000,000; (B) the aggregate Available Credit of the Borrowers on the date of each Senior Note Purchase, after giving effect to the Senior Note Purchase (or any purchase of Common Units) to be made on such date, shall be at least $125,000,000 with respect to any such purchase; (C) Terra Industries has, as of the last day of the most recent Fiscal Quarter or Fiscal Year for which Financial Statements have been delivered to the Administrative Agent pursuant to Section 6.1(b) or (c), Cash Flow for the four Fiscal Quarters ending on such day of at least $125,000,000; (D) no Default or Event of Default shall have occurred and be continuing, both before and after giving effect to the making of any Senior Note Purchase; (E) both before and after the making of any Senior Note Purchase, the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Senior Note Purchase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and (F) Terra Capital shall have delivered to the Administrative Agent a certificate executed by an officer of Terra Capital certifying that the foregoing conditions have been met with respect to such Senior Note Purchase within three Business Days following the making of such purchase.
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Long-Term Indebtedness. Terra Industries will not, and ---------------------- will not permit any of its Subsidiaries to: (x) to purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any voluntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of the (i) the Senior Secured NotesNotes (2005), (ii) the Senior Second Lien Secured Notes, (iii) the Terra UK Debt or the Terra Canada Debt (below an aggregate outstanding principal amount of $35,000,00066,000,000) or (iv) any other long-term indebtedness of Terra Industries and its Subsidiaries, Subsidiaries (other than (1A) the redemption or repayment (it being understood that such terms include defeasance but do not include open market purchases) of the Senior Second Liens Notes directly (2003) with proceeds of the issuance by Terra Industries of its convertible preferred Stock (provided, that such convertible preferred Stock shall not have a scheduled redemption date that is prior to the original maturity date of the Senior Second Lien Notes), Secured Notes or other available funds and (2B) Intercompany Indebtedness, with the exception of the aforementioned Terra UK Debt and Debt, Terra Canada Debt (and TNLP Debt; provided, however, that no Intercompany Indebtedness of any Loan Party constituting Collateral shall can be repaid or prepaid, including the Terra UK Debt, Terra Canada Debt and Terra Canada TNLP Debt, unless the Intercompany Indebtedness of such Loan Party constituting Shared Collateral has first been paid in full), and (3) except following the occurrence of an Event of Default which is continuing, the prepayment of Indebtedness under the MCC Credit Agreement (including, without limitation, any penalty or premium required to be paid in connection with such prepayment under the MCC Credit Agreement as in effect on the Effective Date), except in each case except for regularly scheduled payments of principal and interest in respect thereof required pursuant to the Indentures, MCC Credit Agreement Indentures or other instruments evidencing such long-term Indebtedness; or (y) amend, or, except with respect to the Indentures, amendments with respect to which are governed by Section 8.11, amend in any manner materially adverse to the interests of the Lenders and the Issuers, Issuers the documentation creating or evidencing any such long-term Indebtedness of Terra Industries and its Subsidiaries, except (with respect to the Indentures) amendments which are permitted by Section 8.11Indebtedness. Notwithstanding the foregoing restrictionsforegoing, Terra Capital may also make open market purchases of the (i) Senior Second Lien Notes (2003) during the Redemption Notice Period, provided that, upon receipt by Terra Capital of proceeds arising from the redemption of any Senior Notes (2003) purchased pursuant to this Section 8.12, Terra Capital shall by no later than the last day of the Redemption Notice Period prepay its Loans as provided in Section 2.9(b), and the (ii) Senior Secured Notes (2005) (each a “"Senior Note (2005) Purchase”") if, after giving effect to each Senior Note (2005) Purchase, the following conditions are satisfied:
(A) the aggregate amount of such purchases, together with the aggregate amount of Common Unit Purchases, (X) made during any Repurchase Period does not exceed the Maximum Repurchase Amount applicable to such period or (Y) made during any calendar year does not exceed $100,000,00075,000,000;
(B) the aggregate Available Credit of the Borrowers on the date of each Senior Note (2005) Purchase, after giving effect to the Senior Note (2005) Purchase (or any purchase of Common Units) to be made on such date, shall be at least $125,000,000 with respect to any such purchase;
(C) Terra Industries has, as of the last day of the most recent Fiscal Quarter or Fiscal Year for which Financial Statements have been delivered to the Administrative Agent pursuant to Section 6.1(b) or 6.1(b)or (c), Cash Flow for the four Fiscal Quarters ending on such day of at least $125,000,000;
(D) no Default or Event of Default shall have occurred and be continuing, both before and after giving effect to the making of any Senior Note (2005) Purchase;
(E) both before and after the making of any Senior Note (2005) Purchase, the representations and warranties set forth in Article IV and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such Senior Note (2005) Purchase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; and
(F) Terra Capital shall have delivered to the Administrative Agent a certificate executed by an officer of Terra Capital certifying that the 91 foregoing conditions have been met with respect to such Senior Note (2005) Purchase within three Business Days following the making of such purchase.
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