Filed by Bowne Pure Compliance



 




Exhibit 4.1




FIRST SUPPLEMENTAL INDENTURE




This First Supplemental Indenture (this “Supplemental Indenture”) is made and entered
into this 9th day of January 2008 by and among Terra Capital, Inc., a Delaware corporation (the
“Company”), Terra Industries Inc., a Maryland corporation, as parent guarantor
(“Parent”), certain of Parent’s subsidiaries (each an “Existing Guarantor,” and
collectively, the “Existing Guarantors”), Terra Environmental Technologies Inc., a Delaware
corporation (the “New Guarantor”) and U.S. Bank National Association, as trustee under the
indenture referred to below (the “Trustee”).



W I T N E S S E T H




WHEREAS, the Company, Parent, the Existing Guarantors and the Trustee are parties to an
Indenture (as such may be amended from time to time, the “Indenture”), dated as of February
2, 2007, relating to the Company’s 7% Senior Notes due 2017 (the “Notes”);



WHEREAS, Section 4.5 of the Indenture requires the Company to cause each new Restricted
Subsidiary (other than any Foreign Subsidiary) to execute and deliver to the Trustee a supplemental
indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the
Company’s obligations under the Indenture and the Notes;



NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged, the
undersigned hereby agrees to guarantee the Company’s obligations under the Notes on the terms and
subject to the conditions set forth in Article 10 of the Indenture. From and after the date
hereof, the undersigned shall be a Guarantor for all purposes under the Indenture and the Notes as
follows:



1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



2. Agreement to Guarantee. The New Guarantor hereby agrees to become subject to the
terms of the Indenture as a Guarantor.



3. Incorporation of Terms of Indenture. The obligations of the New Guarantor under
the Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute
a Guarantee thereunder. The New Guarantor shall be bound by the terms of the Indenture as they
relate to the Guarantee.



4. No Personal Liability of Directors, Officers, Employees or Stockholders. No
director, officer, employee, member or stockholder of the New Guarantor, as such, will have any
liability for any obligations of the Company, any Existing Guarantor or the New Guarantor under the
Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases
the Company, each Existing Guarantor and the New Guarantor from all such liability. The waiver and
release are part of the consideration for issuance of the Guarantee by the New Guarantor.


 


 









 





5. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.



6. Counterparts. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.



7. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.



8. Trustee. The recitals contained herein shall be taken as the statements of the
Company, the Existing Guarantors and the New Guarantor, and the Trustee assumes no responsibility
for their correctness.



* * * * *



 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the day and year first above written.



	 	 	 	 	 
	 	TERRA CAPITAL, INC.

 	 
	 	By:  	/s/ John W. Huey
 	 
	 	 	Name:  	John W. Huey 	 
	 	 	Title:  	Vice President and Corporate Secretary 	 
	 
	 	TERRA INDUSTRIES INC.

 	 
	 	By:  	/s/ John W. Huey
 	 
	 	 	Name:  	John W. Huey 	 
	 	 	Title:  	Vice President, General Counsel and
Corporate Secretary 	 
	 
	 	BEAUMONT AMMONIA INC.

BEAUMONT HOLDINGS CORPORATION

BMC HOLDINGS INC.

PORT NEAL CORPORATION

TERRA CAPITAL HOLDINGS, INC.

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC.

TERRA METHANOL CORPORATION

TERRA NITROGEN CORPORATION

TERRA REAL ESTATE CORP.

TERRA (U.K.) HOLDINGS INC.

TERRA MISSISSIPPI HOLDINGS CORP.

TERRA MISSISSIPPI NITROGEN, INC.

TERRA HOUSTON AMMONIA, INC.

TERRA NITROGEN GP HOLDINGS, INC.

 	 
	 	By:  	/s/ John W. Huey
 	 
	 	 	Name:  	John W. Huey 	 
	 	 	Title:  	Acting in the capacities identified on Appendix I hereto with respect to each of the Existing Guarantors 	 
	 



 


 









 





	 	 	 	 	 
	 	TERRA ENVIRONMENTAL TECHNOLOGIES INC.

 	 
	 	By:  	/s/ John W. Huey
 	 
	 	 	Name:  	John W. Huey 	 
	 	 	Title:  	 	 
	 



 


 









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President 	 
	 



 


 









 





APPENDIX I




	 	 	 
	Existing Guarantors	 	Position of John W. Huey
	 
	 	 
	Beaumont Ammonia Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Beaumont Holdings Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	BMC Holdings Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Port Neal Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Capital Holdings, Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra International, Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra International (Oklahoma) Inc.

	 	Vice President, General Counsel and
Corporate Secretary
	 
	 	 
	Terra Methanol Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Nitrogen Corporation

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Real Estate Corp.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra (U.K.) Holdings Inc.

	 	Vice President, General Counsel and
Corporate Secretary
	 
	 	 
	Terra Mississippi Holdings Corp.

	 	Vice President
	 
	 	 
	Terra Mississippi Nitrogen, Inc.

	 	Vice President and Corporate Secretary
	 
	 	 
	Terra Houston Ammonia, Inc.

	 	Vice President, General Counsel and
Corporate Secretary
	 
	 	 
	Terra Nitrogen GP Holdings, Inc.

	 	Vice President and Corporate Secretary