First Amendment to Asset Purchase and Methanol Exclusivity Agreement



  
 Exhibit 10.10

  
 FIRST AMENDMENT TO ASSET PURCHASE AND METHANOL

 EXCLUSIVITY AGREEMENT 
  
 THIS FIRST AMENDMENT TO THE ASSET PURCHASE AND METHANOL EXCLUSIVITY AGREEMENT (the “Amendment”) is made this 25 day of February, 2004
between TERRA INDUSTRIES INC. (“Terra Industries”), a Maryland corporation and BMC HOLDINGS INC. (“BMC”), a Delaware corporation, each having its head offices at 600 Fourth Street, Sioux City, Iowa
(Terra Industries and BMC are together “Terra”) and METHANEX METHANOL COMPANY (“Methanex”), a Texas partnership having an office at 15301 Dallas Parkway, Suite 1150, Addison, Texas 75001. 
  
 BACKGROUND: 
  

	 	A.	The parties hereto wish to amend their Asset Purchase and Methanol Exclusivity Agreement dated December 15, 2003 (the “Agreement”) to shorten the notification period for
Methanex to provide a suspension of supply notice to Terra from 60 days to 30 days. 

  

	 	B.	The parties also wish to amend the Agreement to provide that Methanex shall not provide a suspension of supply notice to Terra prior to March 15, 2004.


  
 AGREEMENT: 
  
 NOW THEREFORE, the parties agree as follows: 
  

	1.	AMENDMENT OF SECTION 5.3.3 OF THE AGREEMENT 

  
 1.1 The first paragraph of Section 5.3.3 of the Agreement is hereby amended to read as follows: 
  
 Methanex Suspension of Supply Notice: At any time during the Effective Period, Methanex may, in its sole discretion,
elect to have Terra suspend the supply of methanol from the Beaumont Facility to Methanex (“Extended Suspension”), by providing Terra with written notice of such election as least 30 days prior to the requested date for such
suspension of supply (“Methanex Suspension Notice”); provided, however, that under no circumstances shall Methanex issue Terra a Methanex Suspension Notice prior to March 15, 2004. Following receipt of a Methanex Suspension Notice,
Terra shall use commercially reasonable efforts to suspend methanol supply from the Beaumont Facility to Methanex on the date requested in the Methanex Suspension Notice. Methanex may elect to suspend the supply of methanol from the Beaumont
Facility to Methanex under this Section on more than one occasion during the Effective Period. 
  
 1.2 This Amendment shall be effective as of February 1, 2004. This Amendment is supplemental to the Agreement and nothing herein contained shall be construed as 

  










 Exhibit 10.10 
  

 
amending or modifying the same except as herein specifically provided. All remaining portions of Section 5.3.3, and of the Agreement, shall remain unchanged.

  
 IN WITHNESS WHEREOF the parties have executed this Agreement
as of the day and year written below. 
  

									
	TERRA INDUSTRIES INC.	 	 	 	 
					
	By:	 	 /s/ JOSEPH D. GIESLER
	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 Authorized Signatory
	 	 	 	 	 	 
					
	 	 	 Joseph D. Giesler
	 	 	 	 	 	 
	 	 	 Printed Name
	 	 	 	 	 	 
					
	 	 	 Vice President of Industrial Sales and Operations
	 	 	 	 	 	 
	 	 	 Title
	 	 	 	 	 	 
					
	 	 	 February 16, 2004
	 	 	 	 	 	 
	 	 	 Date
	 	 	 	 	 	 
			
	BMC HOLDINGS INC.	 	 	 	 
					
	By:	 	 /s/ MARK A. KALAFUT
	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 Authorized Signatory
	 	 	 	 	 	 
					
	 	 	 Mark A. Kalafut
	 	 	 	 	 	 
	 	 	 Printed Name
	 	 	 	 	 	 
					
	 	 	 Vice President
	 	 	 	 	 	 
	 	 	 Title
	 	 	 	 	 	 
					
	 	 	 February 16, 2004
	 	 	 	 	 	 
	 	 	 Date
	 	 	 	 	 	 
			
	 METHANEX METHANOL COMPANY, by its
 Managing Partner Methanex Gulf Coast, Inc.
	 	 	 	 
					
	By:	 	 /s/ RANDY MILNER
	 	 	 	By:	 	 /s/ MICHAEL MACDONALD

	 	 	
	 	 	 	 	 	

	 	 	 Authorized Signatory
	 	 	 	 	 	 Authorized Signatory

					
	 	 	 Randy Milner
	 	 	 	 	 	 Michael Macdonald

	 	 	 Printed Name
	 	 	 	 	 	 Printed Name

					
	 	 	 Vice President and Corporate Secretary
	 	 	 	 	 	 Vice President

	 	 	 Title
	 	 	 	 	 	 Title

					
	 	 	 February 25, 2004
	 	 	 	 	 	 February 25, 2004

	 	 	 Date
	 	 	 	 	 	 Date