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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**(Mark One)**

 
| **x**                                            | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|--------------------------------------------------|----------------------------------------------------------------------------------------------------------|
|                                             | ** **                                                                                               |
| **For the  fiscal year ended December 31, 2009** |
|                                             | ** **                                                                                               |
| **OR**                                           |
|                                             | ** **                                                                                               |
| **o**                                            | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**Forthe transition period from                      to                     **

 

**Commissionfile number 1-8520**

 

**Terra Industries Inc.**

(Exact name ofregistrant as specified in its charter)

 

| **Maryland**  (State or other jurisdiction of   incorporation or organization)  | ** ** | **52-1145429**  (I.R.S. Employer Identification No.)          |
|---------------------------------------------------------------------------------|------------|---------------------------------------------------------------|
|                                                                            |       |                                                          |
| **Terra  Centre   600 Fourth Street**                                           | ** ** | **51102-6000**  (Zip Code)                                    |
| **P.  O. Box 6000  Sioux City, Iowa**  (Address of principal executive offices) | ** ** | **(712) 277-1340**  (Registrant’s telephone number) |

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Title of  each class**          | ** ** | **Name of  each exchange on which registered** |
|-----------------------------------|------------|------------------------------------------------|
| Common Shares,  without par value |       | None                                           |

 

Securities registered pursuant to section 12(g) of the Act:******None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.Yes oNo x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.Yes oNo x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to rule 405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submitand post such files). Yes o No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 

| Large  accelerated filer x                                               |   | Accelerated  filer o         |
|-------------------------------------------------------------------------------|--------|-----------------------------------|
|                                                                          |   |                              |
| Non-accelerated  filer o

(Do not check if  a smaller reporting company) |   | Smaller  reporting company o |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes o No x

 

The aggregate marketvalue of the voting and non-voting common shares held by non-affiliatescomputed by reference to the price at which the common shares were last sold,or the average bid and asked price of such common shares, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarterwas $2,380,919,125.90.

 

The number of Common Shares,without par value, outstanding as of April 30, 2010 was 100.

 

 

 

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**DocumentsIncorporated by Reference**

 

Certain portions of theInformation Statement included as Annex A to Amendment No. 1 to theSolicitation/Recommendation Statement on Schedule 14D-9 of Terra IndustriesInc. (the “Company” or “Terra”) filed with the Securities and ExchangeCommission (the “SEC”) on March 18, 2010 and mailed on or about March 18,2010 to holders of record of common stock, without par value, of Terra (the “InformationStatement”) are incorporated by reference herein. The Information Statement isfiled as Exhibit No. 99.1 to this Amendment No. 1 on Form 10-K/A(this “Amendment”).

 

**ExplanatoryNote**

 

This Amendment tothe Annual Report on Form 10-K (the “Original Filing”) for the fiscal yearended December 31, 2009 of the Company, originally filed with the SEC on February 25,2010, is being filed solely for the limited purpose of amending Items 10, 11,12, 13 and 14 to reflect the inclusion of the information required by Form 10-K.The Original Filing contemplated the incorporation by reference of suchinformation from Terra’s definitive proxy statement relating to the Company’s2010 Annual Meeting of Stockholders. On April 15, 2010, the mergercontemplated by the Agreement and Plan of Merger by and among CF IndustriesHoldings, Inc. (“CF”), Composite Merger Corporation and the Company, datedas of March 12, 2010,  wasconsummated, and the Company became an indirect wholly-owned subsidiary ofCF.  Accordingly, the Company will not befiling a definitive proxy statement, and the Company is including theinformation required by Items 10, 11, 12, 13 and 14 of Form 10-K throughthis Amendment as contemplated by instruction G(3) to Form 10-K. Thelisting of the definitive proxy statement on the cover page of theOriginal Filing as a document incorporated by reference has been deleted inthis Amendment.

 

Pursuant to Rule 12b-15under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), theCompany has filed the certifications required by Rule 13a-14(a) or15d-14(a) of the Exchange Act.

 

Except as containedherein, this Amendment speaks as of the filing date of the Original Filing anddoes not modify or update disclosures contained in the Original Filing.Accordingly, this Amendment should be read in conjunction with the OriginalFiling and with Terra’s filings with the SEC subsequent to the Original Filing.

 

**Forward-LookingInformation is Subject to Risk and Uncertainty**

 

Certain statements inthis report may constitute “forward-looking” statements within the meaning ofthe Private Litigation Reform Act of 1995. Forward-looking statements are basedupon assumptions as to future events that may not prove to be accurate. Actualoutcomes and results may differ materially from what is expressed or forecastedin these forward-looking statements. As a result, these statements speak onlyas of the date they were made and we undertake no obligation to publicly updateor revise any forward-looking statements, whether as a result of newinformation, future events or otherwise, except as otherwise required by law.

 

Words such as “expects,” “intends,”“plans,” “projects,” “believes,” “estimates” and similar expressions are usedto identify these forward-looking statements. Forward looking statements arenot guarantees of future performance and involve risks, uncertainties andassumptions that are difficult to predict. These risks, uncertainties andassumptions include, among others, statements relating to:

 

·                  changes in product mix;

 

·                  changes in the seasonality of demandpatterns;

 

·                  changes in weather conditions;

 

·                  changes in environmental and othergovernment regulations;

 

·                  changes in agricultural regulations;

 

·                  changes in the securities tradingmarkets;

 

·                  the potential for disruption fromthe CF/Terra acquisition to make it more difficult for us to maintainrelationships with customers, employees or suppliers;

 

·                  the volatile cost of natural gas inthe areas where our production facilities are principally located;

 

·                  the global commodity nature of ourfertilizer products, the impact of global supply and demand on our sellingprices, and the intense global competition in the consolidating markets inwhich we operate;

 

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·                  conditions in the U.S. agriculturalindustry;

 

·                  risks involving derivatives and theeffectiveness of our risk measurement and hedging activities;

 

·                  the reliance of our operations on alimited number of key facilities and the significant risks and hazards againstwhich we may not be fully insured;

 

·                  reliance on third partytransportation providers;

 

·                  risks associated with jointventures;

 

·                  risks associated with expansion ofour business, including unanticipated adverse consequences and the significantresources that could be required;

 

·                  potential liabilities andexpenditures related to environmental and health and safety laws andregulations;

 

·                  acts of terrorism and regulations tocombat terrorism;

 

·                  difficulties in securing the supplyand delivery of raw materials we use and increases in their costs;

 

·                  risks associated with internationaloperations;

 

·                  deterioration of global market andeconomic conditions;

 

·                  our ability to comply with thecovenants under our indebtedness and to make payments under such indebtednesswhen due;

 

·                  potential inability to refinance ourindebtedness in connection with any change of control affecting us;

 

·                  loss of key members of managementand professional staff;

 

·                  changes in financial and capitalmarkets;

 

·                  general economic conditions withinthe agricultural industry;

 

·                  competitive factors and pricechanges (principally, sales prices of nitrogen products and natural gas costs);and

 

·                  other risks detailed in the sectionentitled “Risk Factors” in the Original Filing and subsequent Quarterly Reportson Form 10-Q.

 

Additional information asto these factors can be found in the Original Filing.

 

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**Table of Contents**

 
| **Part III** | ** **                                                                                      |
|-------------------|-------------------------------------------------------------------------------------------------|
| Item 10.     | Directors, Executive  Officers and Corporate Governance                                         | 5 |
| Item 11.     | Executive Compensation                                                                          | 5 |
| Item 12.     | Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters | 5 |
| Item 13.     | Certain Relationships and  Related Transactions, and Director Independence                      | 5 |
| Item 14.     | Principal Accountant Fees  and Services                                                         | 6 |
|              |                                                                                            |   |
| **Part IV**  | ** **                                                                                      |
| Item 15.     | Exhibits, Financial  Statement Schedules                                                        | 6 |
|              | Signatures                                                                                      | 16 |
|              |                                                                                            |   |
| EX-31.3           |                                                                                            |   |
| EX-31.4           |                                                                                            |   |
| EX-99.1           |                                                                                            |   |

 

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**Part III**

 

**Item 10.**          **Directors, Executive Officers and Corporate Governance**

 

Informationwith respect to directors of Terra is set forth under the caption “CurrentDirectors and Executive Officers of Terra — Directors” in the InformationStatement, and is incorporated herein by reference.

 

Informationwith respect to executive officers of Terra is set forth under the caption “CurrentDirectors and Executive Officers of Terra — Executive Officers” in theInformation Statement, and is incorporated herein by reference.

 

Informationwith respect to securities ownership of directors, management and certainbeneficial owners is set forth under the caption “Securities Ownership ofDirectors, Management and Certain Beneficial Owners — Section 16(a) BeneficialOwnership Reporting Compliance” in the Information Statement, and isincorporated herein by reference.

 

Informationwith respect to Terra’s code of ethics is set forth under the caption “CorporateGovernance — General” in the Information Statement, and is incorporated hereinby reference.

 

Informationwith respect to the audit committee of the Board of Directors of Terra is setforth under the caption “Board of Directors and Committees — Committees of theBoard — Audit Committee” in the Information Statement, and is incorporatedherein by reference.

 

**Item 11.**          **Executive Compensation**

 

Informationwith respect to executive officer and director compensation is set forth underthe captions “Executive Compensation and Other Information — CompensationDiscussion and Analysis,” “Executive Compensation and Other Information —Executive Compensation,” “Board of Directors and Committees — CompensationCommittee Interlocks and Insider Participation,” “Executive Compensation andOther Information — Director Compensation” and “Executive Compensation andOther Information — Compensation Committee Report” in the Information Statement,and is incorporated herein by reference.

 

**Item 12.**          **Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters**

 

Informationwith respect to securities authorized for issuance under equity compensationplans is set forth under Item 12 of the Original Filing, and is incorporatedherein by reference.

 

Informationwith respect to security ownership of certain beneficial owners and managementis set forth under the caption “Securities Ownership of Directors, Managementand Certain Beneficial Owners — Equity Security Ownership” in the InformationStatement, and is incorporated herein by reference.

 

Informationwith respect to arrangements that may result in a change in control of Terra isset forth under the caption “Securities Ownership of Directors, Management andCertain Beneficial Owners — Change in Control” in the Information Statement,and is incorporated herein by reference. On April 15, 2010, the mergercontemplated by the Agreement and Plan of Merger by and among CF, CompositeMerger Corporation and the Company, dated as of March 12, 2010 anddescribed in the Information Statement, was consummated, and the Company becamean indirect wholly-owned subsidiary of CF.

** **

**Item 13.**          **Certain Relationships and Related Transactions, and DirectorIndependence.**

 

Informationwith respect to certain relationships and transactions with related persons isset forth under the captions “Executive Compensation and Other Information —Transactions with Related Persons” and “Executive Compensation and OtherInformation — Policies and Procedures” in the Information Statement, and isincorporated herein by reference.

 

Informationwith regard to director independence is set forth under the captions “CorporateGovernance — General” and “Board of Directors and Committees — Committees ofthe Board” in the Information Statement, and is incorporated herein byreference.

 

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**Item 14.**          **Principal Accountant Fees and Services**

 

**PRINCIPALACCOUNTANT AUDIT FEES AND SERVICES FEES**

 

The table below describesfees for professional audit services rendered by Deloitte & ToucheLLP, Terra’s principal accountant, for the audit of Terra’s annual financialstatements for the years ended December 31, 2009 and December 31,2008 and fees billed for other services rendered by Deloitte & Toucheduring those periods. All such audit and other services, as well as relatedfees for 2009, were approved in advance by the Audit Committee.

 
| **Type of  Fee**                    | ** ** | **2009**  | ** ** | **2008**  | ** ** |
|-------------------------------------|------------|-----------|------------|-----------|------------|
| Audit  Fees(1)                      |       | $         | 1,245,300  |      | $          | 1,359,397 |   |
| Audit  Related Fees(2)              |       | 170,810   |       | 146,980   |       |
| Total  Audit and Audit Related Fees |       | 1,416,110 |       | 1,506,377 |       |
| Tax  Fees(3)                        |       | 797,245   |       | 462,443   |       |
| All  Other Fees                     |       | 0         |       | 0         |       |
|                                |       |      |       |      |       |
| Total                               |       | $         | 2,213,355  |      | $          | 1,968,820 |   |

 

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| (1)    | Audit Fees, including  those for statutory audits, include the aggregate fees paid by Terra during  the fiscal year indicated for professional services rendered by  Deloitte & Touche for the audit of Terra’s annual financial  statements and review of financial statements included in Terra’s  Form 10-Qs. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                     |
| (2)    | Audit related fees  relate to professional services performed in association with 1) for 2009,  the Company’s $600 million debt offering circular and related Form S-4  filing and 2) for 2008 related primarily to the SEC comment letter process.                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                     |
| (3)    | Tax Fees relate  primarily to income tax research and compliance work performed by the  Deloitte Omaha and the Deloitte London Ontario offices.                                                                                                                                                                                          |

 

The Audit Committeeadvised Terra’s Board of Directors that it determined that the non-auditservices rendered by Terra’s independent registered accounting firm duringTerra’s most recent fiscal year are compatible with maintaining such auditors’independence.

 

**AUDITCOMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**

 

Pursuant to its charter,the Audit Committee is responsible for reviewing and approving, in advance, anyaudit and any permissible non-audit engagement or relationship between Terraand its independent auditors. Deloitte & Touche’s engagement toconduct the audit of Terra’s financial statements included herein was approvedby the Audit Committee on February 17, 2009. Additionally, eachpermissible non-audit engagement or relationship between Terra and servicesperformed by Deloitte & Touche since May 2003 was reviewed andapproved in advance by the Audit Committee, as provided in its charter.

 

**Part IV**

 

**Item 15.**       **Exhibits and Financial Statement Schedules**

** **

**(A) DOCUMENTSFILED AS A PART OF THIS REPORT**

 

1.                                       The consolidated financial statementsrequired to be filed in our Annual Report on Form 10-K are included in Part II,Item 8 of the Original Filing.

 

2.                                       Index to Financial Statement Schedules,Reports and Consents

 

See Index toFinancial Statement Schedules of Terra and its subsidiaries at page S-1 ofthe Original Filing.

 

3.                                       Other Financial Statements

 

Individualfinancial statements of Terra’s 50 percent owned joint ventures accounted foron the equity method have been omitted because they do not constitute asignificant subsidiary.

 

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**(B) EXHIBITS**

 
| 2.1  | Stock Purchase  Agreement dated as of August 6, 2004 among Terra Industries Inc.,  MissChem Acquisition Inc. and Mississippi Chemical Corporation, filed as  Exhibit 99.2 to Terra Industries Inc.’s Form 8-K dated  August 9, 2004, is incorporated herein by reference.                                                                                                 |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.2  | Agreement and Plan of  Merger dated as of February 12, 2010 by and among Yara International  ASA, Yukon Merger Sub Inc., and Terra Industries Inc., filed as  Exhibit 2.1 to Terra Industries Inc.’s Form 8-K dated  February 16, 2010, is incorporated herein by reference.                                                                                              |
| 3.1  | Articles of Restatement  of Terra Industries Inc. filed with the State Department of Assessments and  Taxation of Maryland on August 3, 2005, restating the Charter of Terra  Industries Inc., filed as Exhibit 3.3 to Terra Industries Inc.’s  Form 8-K dated August 3, 2005, are incorporated herein by  reference.                                                     |
| 3.2  | Amended and Restated  By-Laws of Terra Industries Inc., effective as of August 3, 2005, filed  as Exhibit 3.4 to Terra Industries Inc.’s Form 8-K, dated  August 3, 2005, are incorporated herein by reference.                                                                                                                                                           |
| 3.3  | Amendment No. 1 to  the Amended and Restated By-Laws of Terra Industries Inc., filed as  Exhibit 3.1 to Terra Industries Inc.’s Form 8-K dated  April 14, 2009, is incorporated herein by reference.                                                                                                                                                                      |
| 3.4  | A Certificate of  Correction to correct errors and omissions to the August 3, 2005  Articles of Restatement for Terra Industries Inc., as filed with the State  Department of Assessments and Taxation of Maryland on April 30, 2008,  was included as Exhibit 99.1 to Terra Industries Inc.’s Form 8-K  dated May 5, 2008, and is incorporated herein by reference. |
| 3.5  | Certificate of  Incorporation of Terra Capital, Inc. filed as Exhibit 3.i.(a) to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                                                                                                                                                    |
| 3.6  | Certificate of  Incorporation of Beaumont Ammonia Inc. filed as Exhibit 3.i.(b) to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                                                                                                                                                       |
| 3.7  | Certificate of  Incorporation of Beaumont Holdings Corporation, filed as  Exhibit 3.i.(c) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                             |
| 3.8  | Certificate of  Incorporation of BMC Holdings Inc. filed as Exhibit 3.1.(d) to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  November 3, 2001, is incorporated herein by reference.                                                                                                                                                            |
| 3.9  | Certificate of  Incorporation of Port Neal Corporation filed as Exhibit 3.i.(e) to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                                                                                                                                                       |
| 3.10 | Certificate of  Incorporation of Terra (U.K.) Holdings Inc. filed as  Exhibit 3.i.(f) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                                 |
| 3.11 | Certificate of  Incorporation of Terra Capital Holdings, Inc. filed as  Exhibit 3.1.(g) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                          |
| 3.12 | Certificate of  Incorporation of Terra International (Oklahoma) Inc. filed as  Exhibit 3.i.(k) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                        |
| 3.13 | Certificate of  Incorporation of Terra International, Inc. filed as  Exhibit 3.i.(l) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                             |
| 3.14 | Certificate of  Incorporation of Terra Methanol Corporation filed as  Exhibit 3.i.(m) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                                 |
| 3.15 | Certificate of  Incorporation of Terra Nitrogen Corporation filed as  Exhibit 3.i.(n) to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on November 13, 2001, is incorporated  herein by reference.                                                                                                                                                 |
| 3.16 | Certificate of Incorporation  of Terra Real Estate Corporation filed as Exhibit 3.i.(o) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated                                                                                                                                                                    |

 

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|   | herein by reference.                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.17   | By-Laws of Terra  Capital, Inc. filed as Exhibit 3.ii.(a) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                            |
| 3.18   | By-Laws of Beaumont  Ammonia Inc. filed as Exhibit 3.ii.(b) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                               |
| 3.19   | By-Laws of Beaumont  Holdings Corporation filed as Exhibit 3.ii.(c) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                       |
| 3.20   | By-Laws of BMC  Holdings, Inc. filed as Exhibit 3.ii.(d) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                             |
| 3.21   | By-Laws of Port Neal  Corporation filed as Exhibit 3.ii.(e) to Terra Capital, Inc.’s  Registration Statement filed on Form S-4 on November 13, 2001, is  incorporated herein by reference.                               |
| 3.22   | By-Laws of Terra (U.K.)  Holdings Inc. filed as Exhibit 3.ii.(f) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                          |
| 3.23   | By-Laws of Terra  Capital Holdings, Inc. filed as Exhibit 3.ii.(g) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                   |
| 3.24   | By-Laws of Terra  International (Oklahoma) Inc. filed as Exhibit 3.ii.(i) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                 |
| 3.25   | By-Laws of Terra  International, Inc. filed as Exhibit 3.ii.(j) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                      |
| 3.26   | By-Laws of Terra  Methanol Corporation filed as Exhibit 3.ii.(k) to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  November 13, 2001, is incorporated herein by reference.                          |
| 3.27   | By-Laws of Terra Nitrogen  Corporation filed as Exhibit 3.ii.(l) to Terra Capital, Inc.’s  Registration Statement filed on Form S-4 on November 13, 2001, is  incorporated herein by reference.                          |
| 3.28   | By-Laws of Terra Real  Estate Corporation filed as Exhibit 3.ii.(m) to Terra Capital, Inc.’s  Registration Statement filed on Form S-4 on November 13, 2001, is  incorporated herein by reference.                       |
| 3.29   | Certificate of  Incorporation of Terra Nitrogen GP Inc., filed as Exhibit 3.2 to the  September 7, 2005 Terra Nitrogen Company, L.P.’s Form 8-K, is  incorporated herein by reference.                                             |
| 3.30   | By-Laws of Terra  Nitrogen GP Inc., filed as Exhibit 3.3 to the September 7, 2005  Terra Nitrogen Company, L.P.’s Form 8-K, are incorporated herein by  reference.                                                                 |
| 3.31   | Certificate of  Incorporation of Terra Nitrogen GP Holdings Inc., filed as Exhibit 3.29  to Terra Industries Inc.’s Form 10-K for the year ended  December 31, 2006, is incorporated herein by reference.                          |
| 3.32   | By-Laws of Terra  Nitrogen GP Holdings Inc., filed as Exhibit 3.30 to Terra Industries  Inc.’s Form 10-K for the year ended December 31, 2006, is  incorporated herein by reference.                                               |
| 3.33   | Certificate of  Incorporation of Terra Environmental Technologies Inc., filed as  Exhibit 3.33 to Terra Capital, Inc.’s Registration Statement filed  on Form S-4 on December 16, 2009, is incorporated herein by  reference. |
| 3.34   | By-Laws of Terra  Environmental Technologies Inc. filed as Exhibit 3.34 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, in incorporated herein by reference.                        |
| 3.35   | Certificate of  Incorporation of Terra Global Holding Company Inc., filed as  Exhibit 3.35 to Terra Capital, Inc.’s Registration Statement filed  on Form S-4 on December 16, 2009, is incorporated herein by  reference.     |
| 3.36   | By-Laws of Terra Global  Holding Company Inc., filed as Exhibit 3.36 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.                           |
| 3.37   | Operating Agreement of  Terra Investment Fund LLC, filed as Exhibit 3.37 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.                  |

 

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| 3.38 | Articles of  Organization of Terra Investment Fund LLC, filed as Exhibit 3.38 to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                            |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.39 | Operating Agreement of  Terra Investment Fund II LLC, filed as Exhibit 3.39 to Terra  Capital, Inc.’s Registration Statement filed on form S-4 on  December 16, 29 , is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.40 | Articles of  Organization of Terra Investment Fund II LLC, filed as Exhibit 3.40  to Terra Capital, Inc.’s Registration Statement filed on Form S-4  on December 16, 2009, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.41 | Certificate of  Incorporation of Terra Mississippi Holdings Corp., filed as Exhibit 3.41  to Terra Capital, Inc.’s Registration Statement filed on Form S-4  on December 16, 2009, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.42 | By-Laws of Terra  Mississippi Holdings Corp (f/k/a Mississippi Chemical Corporation), filed as  Exhibit 3.42 to Terra Capital, Inc.’s Registration Statement filed  on Form S-4 on December 16, 2009, is incorporated herein by  reference.                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.43 | Certificate of  incorporation for Terra Mississippi Nitrogen, Inc., filed as  Exhibit 3.43 to Terra Capital, Inc.’s Registration Statement filed  on Form S-4 on December 16, 2009, is incorporated herein by  reference.                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.44 | By-Laws of Terra  Mississippi Nitrogen, Inc. (f/k/a Mississippi Nitrogen, Inc.),  filed as Exhibit 3.44 to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on December 16, 2009, is incorporated  herein by reference.                                                                                                                                                                                                                                                                                                                                                                             |
| 3.45 | Certificate of  Incorporation of Terra Houston Ammonia, Inc., filed as Exhibit 3.45  to Terra Capital, Inc.’s Registration Statement filed on Form S-4  on December 16, 2009, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                      |
| 3.46 | By-Laws of Terra  Houston Ammonia, Inc. (f/k/a Mississippi Chemical Management Company),  filed as Exhibit 3.46 to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on December 16, 2009, is incorporated  herein by reference.                                                                                                                                                                                                                                                                                                                                                                          |
| 3.47 | Limited Liability  Company Agreement of Terra LP Holdings LLC, filed as Exhibit 3.47 to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1  | Indenture dated as of  October 10, 2001 among Terra Capital, Inc., certain guarantors and  U.S. Bank National Association, as trustee, including the form of note, filed  as Exhibit 4.1 to Terra Industries Inc.’s Form 8-K dated  October 10, 2001, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                              |
| 4.2  | Amendment No. 1 to  the Amended and Restated Credit Agreement dated January 26, 2005, among  Terra Capital, Inc., Mississippi Chemical Corporation and Terra Nitrogen  (U.K.) Limited (collectively, Borrowers), Terra Industries Inc., Terra  Capital Holdings, Inc., the financial institutions from time to time  party thereto as issuing banks (Issuers) and Citicorp USA Inc., as  administrative agent and collateral agent for Lenders and Issuers, filed as  Exhibit 4.3 to Terra Industries Inc.’s Form 10-Q for the fiscal  quarter ended September 30, 2005, is incorporated herein by reference. |
| 4.3  | Amendment No. 2 to  the Amended and Restated Credit Agreement dated July 29, 2005, among  Terra Capital, Inc., Terra Mississippi Holdings Corp. (f/k/a Mississippi  Chemical Corporation) and Terra Nitrogen (U.K.) Limited (collectively,  Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc., the  Lenders party hereto and Citicorp USA Inc. as administrative agent and  collateral agent for the Lenders and Issuers, filed as Exhibit 4.4 to  Terra Industries Inc.’s Form 10-Q for the fiscal quarter ended September 30,  2005, is incorporated herein by reference.                     |
| 4.4  | Amendment No. 3 to  the Amended and Restated Credit Agreement dated October 30, 2006, among  Terra Capital, Inc., Terra Mississippi Holdings Corp. (f/k/a/  Mississippi Chemical Corporation) and Terra Nitrogen (U.K.) Limited  (collectively, Borrowers), Terra Industries Inc., Terra Capital  Holdings, Inc., the Lenders party hereto and Citicorp USA Inc. as  administrative agent and collateral agent for the Lenders and Issuers, filed  as Exhibit 4.1 to Terra Industries Inc.’s Form 10-Q for the fiscal  quarter ended September 30, 2006, is incorporated herein by reference.                 |
| 4.5  | Amendment No. 4 to  the Amended and Restated Credit Agreement dated February 2, 2007, among  Terra Capital, Inc., Terra Mississippi Holdings Corp. (f/k/a Mississippi  Chemical Corporation) and Terra Nitrogen (U.K.) Limited (collectively,  Borrowers). Terra Industries Inc.,                                                                                                                                                                                                                                                                                                                                                      |

 

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|   | Terra Capital  Holdings, Inc., the Lenders party hereto and Citicorp USA Inc. as  administrative agent and collateral agent for the Lenders and Issuers, filed  as Exhibit 4.5 to Terra Industries Inc.’s Form 10-K for the year  ended 2007, is incorporated by reference.                                                                                                                                                                                                                                                                                                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.6    | Amendment No. 5 to  the Amended and Restated Credit Agreement dated July 11, 2007, among  Terra Capital, Inc., Terra Mississippi Holdings Corp. (f/k/a Mississippi  Chemical Corporation) and Terra Nitrogen (U.K.) Limited (collectively,  Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc., the  Lenders party hereto and Citicorp USA Inc. as administrative agent and  collateral agent for the Lenders and Issuers, filed as Exhibit 4.6 to  Terra Industries Inc.’s Form 10-K for the year ended 2007, is  incorporated by reference.                              |
| 4.7    | Amendment No. 6 to  the Amended and Restated Credit Agreement dated August 28, 2007, among  Terra Capital, Inc., Terra Mississippi Holdings Corp. (f/k/a Mississippi  Chemical Corporation) and Terra Nitrogen (U.K.) Limited (collectively,  Borrowers), Terra Industries Inc., Terra Capital Holdings, Inc., the  Lenders party hereto and Citicorp USA Inc. as administrative agent and  collateral agent for the Lenders and Issuers, filed as Exhibit 4.7 to  Terra Industries Inc.’s Form 10-K for the year ended 2007, is  incorporated by reference.                            |
| 4.8    | Amendment No. 7 to  the Amended and Restated Credit Agreement dated March 24, 2008, among  Terra Capital, Inc., Mississippi Chemical Corporation and Terra Nitrogen  (U.K.) Limited, as the borrowers, Terra Industries Inc., Terra Capital  Holdings, Inc., the financial institutions from time to time party  thereto as lenders, and Citicorp USA, Inc., as administrative agent and  collateral agent, filed as Exhibit 4.8 to Terra Capital, Inc.’s  Registration Statement filed on Form S-4 on December 16, 2009, is  incorporated herein by reference.          |
| 4.9    | Amendment No. 8 to  the to the Amended and Restated Credit Agreement dated July 16, 2008,  among Terra Capital, Inc., Mississippi Chemical Corporation and Terra  Nitrogen (U.K.) Limited, as the borrowers, Terra Industries Inc., Terra  Capital Holdings, Inc., the financial institutions from time to time  party thereto as lenders, and Citicorp USA, Inc., as administrative  agent and collateral agent, filed as Exhibit 4.9 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference     |
| 4.10   | Amendment No. 9 to  the to the Amended and Restated Credit Agreement dated August 29, 2008,  among Terra Capital, Inc., Mississippi Chemical Corporation and Terra  Nitrogen (U.K.) Limited, as the borrowers, Terra Industries Inc., Terra  Capital Holdings, Inc., the financial institutions from time to time  party thereto as lenders, and Citicorp USA, Inc., as administrative  agent and collateral agent, filed as Exhibit 4.10 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference. |
| 4.11   | Amendment No. 10  to the Amended and Restated Credit Agreement dated November 17, 2008,  among Terra Capital, Inc., Mississippi Chemical Corporation and Terra  Nitrogen (U.K.) Limited, as the borrowers, Terra Industries Inc., Terra  Capital Holdings, Inc., the financial institutions from time to time  party thereto as lenders, and Citicorp USA, Inc., as administrative  agent and collateral agent, filed as Exhibit 4.11 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.     |
| 4.12   | Amendment No. 11  to the Amended and Restated Credit Agreement dated October 9, 2009,  among Terra Capital, Inc., Mississippi Chemical Corporation and Terra  Nitrogen (U.K.) Limited, as the borrowers, Terra Industries Inc., Terra  Capital Holdings, Inc., the financial institutions from time to time  party thereto as lenders, and Citicorp USA, Inc., as administrative  agent and collateral agent, filed as Exhibit 4.12 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.       |
| 4.13   | Amendment No. 12  to the Amended and Restated Credit Agreement dated December 4, 2009,  among Terra Capital, Inc., Mississippi Chemical Corporation and Terra  Nitrogen (U.K.) Limited, as the borrowers, Terra Industries Inc., Terra  Capital Holdings, Inc., the financial institutions from time to time  party thereto as lenders, and Citicorp USA, Inc., as administrative  agent and collateral agent, filed as Exhibit 4.8 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on December 16,  2009, is incorporated herein by reference.       |
| 4.14   | Amendment No. 1 to  the Credit Agreement dated July 29, 2005 among Terra Nitrogen, Limited  Partnership (Borrower), Terra Nitrogen Company, L.P., the Lenders party  hereto and Citicorp USA Inc. as administrative agent and collateral agent for  the Lenders and Issuers, filed as Exhibit 4.5 to Terra Industries Inc.’s  Form 10-Q for the quarter ended September 30, 2005, is incorporated  herein by reference.                                                                                                                                                                      |

 

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| 4.15 | Amendment No. 2 to  the Credit Agreement dated February 2, 2007, among Terra Nitrogen,  Limited Partnership (Borrower), Terra Nitrogen Company, L.P., the Lenders  party hereto, and Citicorp USA, Inc. as administrative agent and  collateral agent for the Lenders and Issuers, filed as Exhibit 4.8 to  Terra Nitrogen Company, L.P.’s Form 10-K for the year ended  December 31, 2007.                                                                                                                                                                                                                         |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.16 | Amendment No. 3 to  the Credit Agreement dated October 9, 2009, among Terra Nitrogen,  Limited Partnership (Borrower), Terra Nitrogen Company, L.P., the Lenders  party hereto, and Citicorp USA, Inc. as administrative agent and  collateral agent for the Lenders and Issuers, filed as Exhibit 4.16 to  Terra Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference.                                                                                                                                                                         |
| 4.17 | Indenture dated  May 21, 2003, between the Company, the guarantors party hereto and U.S.  National Bank Association as Trustee with respect to the 111/2% Second  Priority Senior Secured Notes due 2010 (including the form of 111/2% Second  Priority Senior Secured Notes), previously filed as Exhibit 4.i to  Amendment No. 1 to the Registrant’s Registration Statement of  Form S-4 filed on June 12, 2003 and incorporated by reference  herein, filed as Exhibit 4.6 to Terra Industries Inc.’s Form 10-Q  for the quarter ended June 30, 2003, is incorporated herein by  reference.       |
| 4.18 | Articles Supplementary  of Terra Industries Inc. relating to the Retirement of the Company’s  Trust Shares, filed as Exhibit 3.1 to Terra Industries Inc.’s  Form 8-K dated August 3, 2005, are incorporated herein by  reference.                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.19 | Articles Supplementary  of Terra Industries Inc. relating to the Reclassification of the Company’s  Series B Cumulative Redeemable Preferred Shares, filed as  Exhibit 3.2 to Terra Industries Inc.’s Form 8-K August 3,  2005, are incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                               |
| 4.20 | Registration Rights  Agreement dated as of October 7, 2004, among Terra and Citigroup Global  Markets Inc., as Representative of the Initial Purchasers, filed as  Exhibit 4.6 to Terra’s Form S-3 dated January 4, 2005, is  incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                               |
| 4.21 | Registration Rights  Agreement, dated as of December 16, 2004, among Terra Industries Inc.  and the initial purchasers named therein, filed as Exhibit 4.7 to  Terra’s Form S-3/A filed February 9, 2005, is incorporated by  reference.                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.22 | Registration Rights  Agreement, dated as of December 21, 2004, among Terra Industries Inc.,  Värde Investment Partners, L.P., Perry Principals Investments LLC, Citigroup  Financial Products, Inc., filed as Exhibit 4.7 to Terra’s  Form S-3 dated March 17, 2005, is incorporated herein by reference.                                                                                                                                                                                                                                                                                                           |
| 4.23 | Form of Indenture  relating to the 4.25% Convertible Subordinated Debentures, filed as  Exhibit 4.7 to Terra’s Form S-3 dated January 4, 2005, is  incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.24 | $150,000,000 Amended  and Restated Credit Agreement dated as of December 21, 2004, among Terra  Capital, Inc., Terra Nitrogen (U.K.) Limited, Mississippi Chemical  Corporation, as Borrowers; Terra Industries Inc. and Terra Capital  Holdings, Inc., as Guarantors; and the Lenders and Issuers Party  thereto; and Citicorp USA, Inc., as Administrative Agent and Collateral  Agent, Citigroup Global Markets Inc. as Lead Arranger and Sole Book Runner,  filed as Exhibit 4.18 to Terra Industries Inc.’s Form 10-K for the  fiscal year ended December 31, 2004, is incorporated herein by  reference. |
| 4.25 | $50,000,000 Credit  Agreement dated as of December 21, 2004 among Terra Nitrogen, Limited  Partnership, as Borrower; Terra Nitrogen Company, L.P., as a Guarantor; and  the Lenders and Issuers Party thereto; and Citicorp USA, Inc., as  Administrative Agent and Collateral Agent; and Citigroup Global Markets Inc.,  as Lead Arranger and Sole Book Runner, filed as Exhibit 4.19 to Terra  Industries Inc.’s Form 10-K for the fiscal year ended December 31,  2004, is incorporated herein by reference.                                                                                                          |
| 4.26 | Third Supplement to  Indenture, dated as of January 29, 2007, by and among Terra  Capital, Inc., the guarantors named therein and U.S. Bank National  Association, as trustee, with respect to the 127/8% Senior Secured Notes  due 2008, filed as Exhibit 4.1 to Terra Industries Inc.’s Form 8-K  dated January 30, 2007, is incorporated herein by reference.                                                                                                                                                                                                                                                    |
| 4.27 | Third Supplement to  Indenture, dated as of January 29, 2007, by and among Terra  Capital, Inc., the guarantors named therein and U.S. Bank National  Association, as trustee, with respect to the 11 1/2% Second Priority Senior  Secured Notes due 2010, filed as Exhibit 4.2 to Terra Industries Inc.’s  Form 8-K dated January 30, 2007, is incorporated herein by  reference.                                                                                                                                                                                                                                       |

 

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| 4.28   | Indenture, dated  February 2, 2007, by and among Terra Capital, Inc., Terra  Industries Inc., the guarantors named therein and U.S. Bank National  Association, as trustee, relating to the 7% Senior Notes due 2017, filed  as Exhibit 4.1 to Terra Industries Inc.’s Form 8-K dated  February 6, 2007, is incorporated herein by reference.                                                                                    |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.29   | First Supplemental  Indenture, dated January 9, 2008, by and among Terra Capital, Inc.,  Terra Industries Inc., Terra Environmental Technologies, Inc., the  existing guarantors named therein and U.S. Bank National Association, as  trustee filed as Exhibit 4.1 to Terra Industries Inc.’s Form 8-K  dated January 10, 2008, is incorporated herein by reference.                                                            |
| 4.30   | Second Supplemental  Indenture, dated as of April 27, 2009, by and among Terra  Capital, Inc., Terra Industries Inc., each of the subsidiary guarantors  listed in Appendix I thereto and U.S. Bank National Association, as  trustee, filed as Exhibit 4.31 to Terra Capital, Inc.’s  Registration Statement filed on Form S-4 on December 16, 2009, is  incorporated herein by reference.                                 |
| 4.31   | Third Supplemental  Indenture, dated as of October 16, 2009, by and among Terra  Capital, Inc., Terra Industries Inc., each of the subsidiary guarantors  listed in Appendix I thereto and U.S. Bank National Association, as  trustee, filed as Exhibit 4. 1 to Terra Industries Inc.’s Form 8-K  dated October 16, 2009, is incorporated herein by reference.                                                                  |
| 4.32   | Form of  Regulation S Global Note relating to 7% Senior Notes due 2017  (attached as an exhibit to Exhibit 4.30).                                                                                                                                                                                                                                                                                                                               |
| 4.33   | Form of  Regulation 144A Global Note relating to 7% Senior Notes due 2017  (attached as an exhibit to Exhibit 4.30).                                                                                                                                                                                                                                                                                                                            |
| 4.34   | Form of Guarantee  relating to 7% Senior Notes due 2017 (attached as an exhibit to  Exhibit 4.30).                                                                                                                                                                                                                                                                                                                                                   |
| 4.35   | Registration Agreement,  dated as of February 2, 2007, by and among Terra Capital, Inc., the  guarantors named therein and Citigroup Global Markets Inc., relating to the  7% Senior Notes due 2017, filed as Exhibit 10.1 to Terra Industries  Inc.’s Form 8-K dated February 5, 2007, is incorporated herein by  reference.                                                                                                    |
| 4.36   | Indenture, dated  October 26, 2009, by and among Terra Capital, Inc., Terra  Industries Inc., the guarantors named therein and U.S. Bank national  Association, as trustee, relating to the 7.75% Senior Notes due 2019,  filed as Exhibit 4.37 to Terra Capital, Inc.’s Registration  Statement filed on Form S-4 on December 16, 2009, is incorporated  herein by reference.                                              |
| 4.37   | First Supplemental  Indenture, dated as of December 4, 2009, by and among Terra  Capital, Inc., Terra Industries Inc., Terra LP Holdings LLC, each of the  subsidiary guarantors listed in Appendix I thereto and U.S. Bank  National Association, as trustee, filed as Exhibit 4.1 to Terra  Industries Inc.’s Form 8-K dated December 8, 2009, is incorporated  herein by reference.                                           |
| 4.38   | Form of  Regulation S Global Note relating to the 7.75% Senior Notes due  2019 (attached as an exhibit to Exhibit 4.37).                                                                                                                                                                                                                                                                                                                        |
| 4.39   | Form of  Regulation 144A Global Note relating to the 7.75% Senior Notes due  2019 (attached as an exhibit to Exhibit 4.37).                                                                                                                                                                                                                                                                                                                     |
| 4.40   | Form of Guarantee  relating to the 7.75% Senior Notes due 2019 (attached as an exhibit to  Exhibit 4.37).                                                                                                                                                                                                                                                                                                                                            |
| 4.41   | Exchange and  Registration Rights to Agreement, dated as of October 26 2009, by and  among Terra Capital, Inc., the guarantors named therein, and Credit  Suisse Securities (USA) LLC and Citigroup Global Markets Inc., relating to  the 7.75% Senior Notes due 2019, filed as Exhibit 4.42 to Terra  Capital, Inc.’s Registration Statement filed on Form S-4 on  December 16, 2009, is incorporated herein by reference. |
| 10.1.1 | Excess Benefit Plan of  Terra Industries Inc., as amended and restated effective as of  January 1, 2008, was included as Exhibit 10.1 to Terra Industries  Inc.’s Form 10-Q filed with the Securities and Exchange Commission on April 29,  2008, and is incorporated herein by reference.                                                                                                                                                 |
| 10.1.2 | Terra Industries Inc.  Supplemental Deferred Compensation Plan effective as of December 20,  1993 filed as Exhibit 10.1.9 to Terra Industries Inc.’s Form 10-K  for the year ended December 31, 1993, is incorporated herein by  reference.                                                                                                                                                                                                |
| 10.1.3 | Amendment No. 1 to  the Terra Industries Inc. Supplemental Deferred Compensation Plan, filed as  Exhibit 10.1.15 to Terra Industries’ Form 10-Q for the quarter  ended June 30, 1995, is incorporated herein by reference.                                                                                                                                                                                                                 |
| 10.1.4 | Amendment No. 2 to  the Terra Industries Inc. Supplemental Deferred Compensation Plan, dated  July 26, 2000, filed as Exhibit 10.1.8.a to the Terra Industries  Inc.’s Form 10-K for the year ended December 31, 2000, is  incorporated herein by reference.                                                                                                                                                                          |

 

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| 10.1.5  | Amendment No. 3 to  the Terra Industries Inc. Supplemental Deferred Compensation Plan, dated March 29,  2002, filed as Exhibit 10.1.8.b. to Terra Industries Inc.’s  Form 10-K for the year ended December 31, 2001, is incorporated  herein by reference.                                                                                                                                                                                                |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1.6  | Amendment No. 4 to  the Terra Industries Inc. Supplemental Deferred Compensation Plan, dated December 29,  2004, filed as Exhibit 10.1.6 to Terra Industries Inc.’s  Form 10-K/A filed with the Securities and Exchange Commission on  April 28, 2008, is incorporated herein by reference.                                                                                                                                                               |
| 10.1.7  | Terra Industries Inc.  Stock Incentive Plan of 2002, filed as Exhibit 10.1.18 to Terra  Industries Inc.’s Form 10-K for the year ended December 31, 2001,  is incorporated herein by reference.                                                                                                                                                                                                                                                                     |
| 10.1.8  | Form of Restricted  Stock Award to Non-Employee Directors under the Terra Industries Inc. Stock  Incentive Plan of 2002, filed as Exhibit 10.1.23 to Terra Industries  Inc.’s Form 10-K for the year ended December 31, 2002, is  incorporated herein by reference.                                                                                                                                                                                            |
| 10.1.9  | Form of Restricted  Stock Award to Officers and Other Key Employees under Terra Industries Inc.  Stock Incentive Plan of 2002, filed as Exhibit 10.1.24 to Terra  Industries Inc.’s Form 10-K for the year ended December 31, 2002,  is incorporated herein by reference.                                                                                                                                                                                      |
| 10.1.10 | Revised Form of  Restricted Stock Award of Terra Industries Inc. under its Stock Incentive  Plan of 2002, filed as Exhibit 10.9 to Terra Industries Inc.’s  Form 10-Q for the fiscal quarter ended September 30, 2005, is  incorporated herein by reference.                                                                                                                                                                                                   |
| 10.1.11 | Form of Long-Term  Incentive Award for Time and Performance Based Shares of Terra Industries Inc.  under its Stock Incentive Plan of 2002, filed as Exhibit 10.10 to Terra  Industries Inc.’s 10-Q for the fiscal quarter ended September 30, 2005,  is incorporated herein by reference.                                                                                                                                                                           |
| 10.1.12 | Form of Long-Term  Incentive Award for Phantom Time and Performance Based Shares of Terra  Industries Inc. under its Stock Incentive Plan of 2002, filed as  Exhibit 10.11 to Terra Industries Inc.’s Form 10-Q for the fiscal  quarter ended September 30, 2005, is incorporated herein by reference.                                                                                                                                                         |
| 10.1.13 | Form of Long-Term  Incentive Award for Performance Shares of Terra Industries Inc. under its  Stock Incentive Plan of 2002 filed as Exhibit 10.1.23 to Terra  Industries Inc.’s Form 10-K for the year ended 2005, is incorporated by  reference.                                                                                                                                                                                                                   |
| 10.1.14 | Form of Long-Term  Incentive Award for Phantom Performance Shares of Terra Industries Inc. under  its Stock Incentive Plan of 2002 filed as Exhibit 10.1.24 to Terra  Industries Inc.’s Form 10-K for the year ended 2005, is incorporated by  reference.                                                                                                                                                                                                           |
| 10.1.15 | Form of Indemnity  Agreement of Terra Industries Inc., filed as Exhibit 10.1 to Terra  Industries Inc.’s Form 8-K dated July 7, 2006, is incorporated by  reference.                                                                                                                                                                                                                                                                                           |
| 10.1.16 | Form of  Unrestricted Annual Share Award to Non-Employee Directors under the Terra  Industries Inc. Stock Incentive Plan of 2002, filed as Exhibit 99.1 to  Terra Industries Inc.’s Form 8-K dated August 10, 2006, is  incorporated herein by reference.                                                                                                                                                                                                      |
| 10.1.17 | Employment Severance  Agreement between Terra Industries Inc. and Michael L. Bennett dated  October 5, 2006, filed as Exhibit 10.1 to Terra Industries Inc.’s  Form 8-K dated October 5, 2006, is incorporated herein by  reference.                                                                                                                                                                                                                           |
| 10.1.18 | Form of Employment  Severance Agreement for Section 16(b) Executive Officers, filed as  Exhibit 10.2 to Terra Industries Inc.’s Form 8-K dated  October 5, 2006, is incorporated herein by reference.                                                                                                                                                                                                                                                |
| 10.1.19 | 2007 Omnibus Incentive  Compensation Plan, adopted by the board of directors of Terra Industries Inc.  (Terra) and subsequently approved by its stockholders at the annual meeting  of Terra on May 8, 2007, reported on Terra’s Form 8-K filed  May 10, 2007 and attached as Appendix A to Terra’s Proxy Statement  on Schedule 14A filed with the Securities and Exchange Commission on  March 15, 2007, is incorporated herein by reference. |
| 10.1.20 | Amendment Number One to  Employment Severance Agreement, filed as Exhibit 10.1.31 to Terra  Industries Inc.’s Form 10-K for the year ended 2007, is incorporated by  reference.                                                                                                                                                                                                                                                                                          |
| 10.1.21 | Amendment to Restricted  Share Agreement, filed as Exhibit 10.1.32 to Terra Industries Inc.’s  Form 10-K for the year ended 2007, is incorporated by reference.                                                                                                                                                                                                                                                                                                          |
| 10.1.22 | Amendment to  Performance Share Award Agreement, filed as Exhibit 10.1.33 to Terra  Industries Inc.’s Form 10-K for the year ended 2007, is incorporated by  reference.                                                                                                                                                                                                                                                                                                  |
| 10.1.23 | Amendment to Terra Long  Term Incentive Award dated October 23, 2007, for former Terra, now  GrowHow UK Limited joint venture employees, filed as Exhibit 10.1.34 to  Terra Industries Inc.’s Form 10-K for the year ended 2007, is  incorporated by reference.                                                                                                                                                                                                     |
| 10.1.24 | Form of Phantom  Performance Share Award agreement of February 2008, filed as  Exhibit 10.1                                                                                                                                                                                                                                                                                                                                                                              |

 

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|        | to Terra Industries  Inc.’s Form 10-Q dated July 25, 2008, is incorporated herein by  reference.                                                                                                                                                                                                                                                                       |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.1.25     | Form of  Performance Share Award agreement as of February 2008, filed as  Exhibit 10.2 to Terra Industries Inc.’s Form 10-Q dated  July 25, 2008, is incorporated herein by reference.                                                                                                                                                                  |
| 10.2        | First Amended and  Restated Agreement of Limited Partnership of Terra Nitrogen, Limited  Partnership dated September 1, 2005, filed as Exhibit 10.3 to Terra  Nitrogen Company, L.P.’s Form 8-K dated September 7, 2005, is  incorporated herein by reference.                                                                                               |
| 10.3        | General and  Administrative Services Agreement regarding Services by Terra Industries Inc.  filed as Exhibit 10.11 to Terra Industries Inc. Form 10-Q for the  quarter ended March 31, 1995, is incorporated herein by reference.                                                                                                                                      |
| 10.4        | Amendment No. 1 to  the General and Administrative Service Agreement regarding Services by Terra  Industries Inc. dated September 1, 2005, filed as Exhibit 10.4 to  the Terra Nitrogen Company, L.P.’s Form 8-K dated September 7,  2005, is incorporated herein by reference.                                                                         |
| 10.5        | Amendment No. 1 to  the General and Administrative Services Agreement regarding Services by Terra  Nitrogen Corporation dated September 1, 2005, filed as Exhibit 10.5  to Terra Nitrogen Company, L.P.’s Form 8-K dated September 7, 2005,  is incorporated herein by reference.                                                                       |
| 10.6        | Amended and Restated  General and Administrative Services Agreement between Terra Industries Inc.,  Terra Nitrogen Corporation, and Terra Nitrogen GP Inc., dated  October 23, 2007, filed as Exhibit 10.1 to Terra Nitrogen Company,  L.P.’s Form 10-Q filed on October 29, 2007, is incorporated herein  by reference.                                     |
| 10.7        | Reorganization  Agreement among Terra Nitrogen Company, L.P., Terra Nitrogen, Limited  Partnership and Terra Nitrogen Corporation dated September 1, 2005,  filed as Exhibit 10.1 to Terra Nitrogen Company, L.P.’s Form 8-K  dated September 7, 2005, is incorporated herein by reference.                                                                  |
| 10.8        | Conveyance, Assignment  and Assumption Agreement by and between Terra Nitrogen Corporation and Terra  Nitrogen GP Inc. dated September 1, 2005, filed as Exhibit 10.2 to  Terra Nitrogen Company, L.P.’s Form 8-K dated September 7, 2005, is  incorporated herein by reference.                                                                             |
| 10.9        | Sale of Business  Agreement dated November 20, 1997 between ICI Chemicals &  Polymers Limited, Imperial Chemical Industries PLC, Terra Nitrogen (U.K.)  Limited (f/k/a Terra Industries Limited) and Terra Industries Inc. filed as  Exhibit 2 to Terra Industries Inc.’s Form 8-K/A dated  December 31, 1997, is incorporated herein by reference. |
| 10.10       | Ammonium Nitrate  Agreement dated December 31, 1997 between Terra International (Canada)  Inc and ICI Chemicals & Polymers Limited filed as Exhibit 99 to  Terra Industries Inc.’s Form 8-K/A dated December 31, 1997, is  incorporated herein by reference.                                                                                        |
| 10.11       | Asset Sale and Purchase  Agreement dated as of May 3, 1999 by and between Terra Industries Inc.  and Cenex/Land O’Lakes Agronomy Company, filed as Exhibit 10.12 to Terra  Industries’ Form 8-K dated May 3, 1999, is incorporated herein by  reference.                                                                                                |
| 10.12       | Warrant Agreement dated  December 21, 2004 among Terra Industries Inc., Perry Principals  Investments LLC, Citigroup Financial Products Inc. and Värde Investment  Partners, L.P., filed as Exhibit 10.11 to Terra Industries Inc.’s  Form 10-K for the year ended December 31, 2004, is incorporated herein  by reference.                             |
| 10.13† | Ammonium Nitrate Supply  Agreement between Terra Mississippi Nitrogen, Inc. and Orica USA Inc.  dated July 21, 2005, filed as Exhibit 10.7 to Terra Industries  Inc.’s Form 10-Q for the fiscal quarter ended September 30, 2005,  is incorporated herein by reference.                                                                                 |
| 10.14       | Option Agreement, dated  as of July 18, 2007, by and between Terra Industries Inc. and Eastman  Chemical Company, filed as Exhibit 10.1 to Terra Industries Inc.’s  Form 8-K dated July 23, 2007, is incorporated herein by reference.                                                                                                                       |
| 10.15       | Joint Venture  Contribution Agreement, dated September 14, 2007, by and among GrowHow  UK Limited, Terra International (Canada), Inc., Kemira GrowHow Oyj and  Terra Industries Inc., filed as Exhibit 10.1 to Terra Industries Inc.’s  Form 10-Q dated October 29, 2007, is incorporated herein for  reference.                                        |
| 10.16       | Shareholders’  Agreement, dated September 14, 2007, by and among Kemira GrowHow Oyj,  Terra International (Canada), Inc., Terra Industries Inc and GrowHow UK  Limited filed as Exhibit 10.2 to Terra Industries Inc.’s Form 10-Q  dated October 29, 2007, is incorporated herein for reference.                                                   |
| 10.17       | Consulting and  Non-Competition Agreement between Terra Industries Inc. and Francis G. Meyer                                                                                                                                                                                                                                                                                          |

 

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|        | dated April 1,  2008, filed as Exhibit 10.1 to Terra Industries Inc.’s Form 8-K  dated April 1, 2008, is incorporated herein by reference.                                                                                                                                                                                  |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.18† | Amended and Restated Services  Agreement among Terra Industries Inc., BMC Holdings Inc., and Methanex  Methanol Company dated December 2, 2008, filed as Exhibit 10.18 to  Terra Capital, Inc.’s Registration Statement filed on Form S-4/A on  January 15, 2010, is incorporated herein by reference.                 |
| 10.19       | Carseland Facility  Interest Purchase and Sale Agreement between Agrium, Agrium Products Inc.,  Agrium Inc., Terra Industries Inc. and Terra International (Canada) Inc.  dated February 15, 2010, filed as Exhibit 2.1 to Terra Industries  Inc.’s Form 8-K dated February 19, 2010, is incorporated herein by  reference. |
| 12.1 *      | Ratio of Earnings to  Fixed Charges.                                                                                                                                                                                                                                                                                                                 |
| 21.1 *      | Subsidiaries of Terra  Industries Inc..                                                                                                                                                                                                                                                                                                              |
| 23.1 *      | Consent of  Deloitte & Touche LLP                                                                                                                                                                                                                                                                                                           |
| 31.1 *      | Certification of Chief  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                                                                                                                                                                                                                           |
| 31.2 *      | Certification of Chief  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002.                                                                                                                                                                                                                                           |
| 31.3 **     | Certification of  Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                                                                                                                                                                                                       |
| 31.4 **     | Certification of  Principal Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                       |
| 32.1 *      | Certification of Chief  Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of  2002.                                                                                                                                                                                                                                           |
| 32.2 *      | Certification of Chief  Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of  2002.                                                                                                                                                                                                                                           |
| 99.1 **     | Information Statement  mailed on or about March 18, 2010 to holders of record of common stock,  without par value, of Terra.                                                                                                                                                                                                                    |

 

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|   | *      | Filed in connection  with the Original Filing.                            |
|--------|--------|---------------------------------------------------------------------------|
|   | **     | Filed herewith                                                            |
|   | † | Confidential treatment  has been requested for portions of this document. |

 

Exhibits 10.1.1through 10.1.25 are management contracts or compensatory plans or arrangements.

 

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**Signatures**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this Amendment No. 1 to be signed onits behalf by the undersigned, thereunto duly authorized.

 
|                       | **TERRA  INDUSTRIES INC.** |
|----------------------------|----------------------------|
|                       | ** **                 |
| Date: April 30,  2010 | By:                        | /s/ STEPHEN R. WILSON |
|                       |                       | Stephen R. Wilson |
|                       |                       | President and a duly  authorized signatory  (Principal Executive Officer) |

 

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