COMPENSATION CLAIMS OR
SELF-INSURANCE OBLIGATIONS OTHERWISE PERMITTED HEREUNDER, IN EACH CASE INCURRED
IN THE ORDINARY COURSE OF BUSINESS;
(XXI)
CUSTOMARY INDEMNIFICATION, REIMBURSEMENT OR
SIMILAR OBLIGATIONS AND WARRANTIES UNDER LEASES AND OTHER CONTRACTS IN THE
ORDINARY COURSE OF BUSINESS;
(XXII)
PAYMENT OBLIGATIONS OF HOLDINGS UNDER THE NOL
AGREEMENT;
(XXIII)
GUARANTEES CONSTITUTING INVESTMENTS EXPRESSLY
PERMITTED BY SECTION 11.04 (EXCLUDING CLAUSE (IV) THEREOF);
(XXIV)
ANY INDEBTEDNESS (INCLUDING THE FUNDING OF A TRUST
FUND, A LETTER OF CREDIT OR SOME OTHER FORM OF THIRD PARTY INSTRUMENT OR THE
PROVISION OF A GUARANTEE) OF THE BORROWER OR HOLDINGS REQUIRED IN CONNECTION
WITH THE PROVISION OF FINANCIAL ASSURANCE PURSUANT TO THE CONSENT DECREE;
(XXV)
INDEBTEDNESS OF TARGET AND TERRA CAPITAL OR THEIR
SUBSIDIARIES TO (I) TERRA NITROGEN ARISING IN CONNECTION WITH UNPAID OBLIGATIONS
TO TERRA NITROGEN UNDER THE NITROGEN SERVICING AGREEMENT AND WITH RESPECT TO
RECEIVABLES OF TERRA NITROGEN COLLECTED BY TARGET OR TERRA CAPITAL OR THEIR
SUBSIDIARIES, THE PROCEEDS OF WHICH HAVE NOT THEN BEEN REMITTED TO TERRA
NITROGEN AND (II) TERRA CANADA WITH RESPECT TO THE UNPAID PURCHASE PRICE OF
INVENTORY SOLD BY TERRA CANADA TO TARGET OR ITS SUBSIDIARIES IN THE ORDINARY
COURSE OF BUSINESS OR RECEIVABLES OF TERRA CANADA COLLECTED BY TARGET OR TERRA
CAPITAL OR THEIR SUBSIDIARIES, THE PROCEEDS OF WHICH HAVE NOT THEN BEEN REMITTED
TO TERRA CANADA, PROVIDED IN EACH CASE THAT AMOUNTS ARE INCURRED IN THE ORDINARY
COURSE OF BUSINESS AND SETTLED ON A REGULAR BASIS IN ACCORDANCE WITH PAST
PRACTICES;
(XXVI)
INDEBTEDNESS ARISING FROM THE HONORING BY A BANK OR
OTHER FINANCIAL INSTITUTION OF A CHECK, DRAFT OR SIMILAR INSTRUMENT DRAWN
AGAINST INSUFFICIENT FUNDS IN THE ORDINARY COURSE OF BUSINESS, SO LONG AS SUCH
INDEBTEDNESS IS EXTINGUISHED WITHIN FOUR BUSINESS DAYS OF ITS INCURRENCE;
(XXVII)
AFTER THE MERGER CLOSING DATE AND THE REPAYMENT IN FULL
OF ALL BRIDGE
110
LOANS (FOR THIS PURPOSE, DETERMINED WITHOUT REGARD TO THE PROVISO TO THE
DEFINITION THEREOF), UNSECURED INDEBTEDNESS INCURRED BY HOLDINGS OR THE BORROWER
(AND WHICH MAY BE GUARANTEED BY ONE OR MORE OTHER CREDIT PARTIES) SO LONG AS (X)
ALL NET CASH PROCEEDS THEREFROM ARE USED SUBSTANTIALLY CONTEMPORANEOUSLY WITH
THE ISSUANCE THEREOF TO FINANCE ONE OR MORE ACQUISITIONS BY THE BORROWER OR ONE
OR MORE WHOLLY-OWNED SUBSIDIARIES THEREOF WHICH ARE CREDIT PARTIES (FOR THIS
PURPOSE DETERMINED AS IF THE PHRASE "IN EXCESS OF 50% OF THE CAPITAL STOCK,
PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS OR EQUITY OF ANY PERSON" APPEARING
IN THE DEFINITION OF ACQUISITION INSTEAD READ "100% OF THE CAPITAL STOCK,
PARTNERSHIP INTERESTS, MEMBERSHIP INTERESTS OR EQUITY OF ANY PERSON (OTHER THAN,
IN THE CASE OF A FOREIGN SUBSIDIARY OF THE BORROWER, DIRECTOR'S QUALIFYING
SHARES AND/OR OTHER NOMINAL AMOUNT OF SHARES REQUIRED TO BE HELD BY PERSONS
OTHER THAN THE BORROWER AND ITS SUBSIDIARIES UNDER APPLICABLE LAW)"), (Y)
IMMEDIATELY AFTER GIVING EFFECT THERETO (AND THE RESPECTIVE ACQUISITION), FOR
THE TEST PERIOD MOST RECENTLY ENDED FOR WHICH FINANCIAL STATEMENTS HAVE BEEN (OR
WERE REQUIRED TO BE) FURNISHED TO THE ADMINISTRATIVE AGENT PURSUANT TO SECTION
10.01(A) OR (B), HOLDINGS WOULD BE