exv4w9






EXHIBIT 4.9




AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT




          AMENDMENT NO. 8 (this “Amendment”), dated as of July 16, 2008, among TERRA CAPITAL, INC., a
Delaware corporation (“Terra Capital”) and TERRA MISSISSIPPI HOLDINGS CORP. (F/K/A MISSISSIPPI
CHEMICAL CORPORATION), a Mississippi corporation (“TMH”) (Terra Capital and TMH each a “Borrower”
and, collectively, the “Borrowers”), TERRA INDUSTRIES INC., a Maryland corporation (“Terra
Industries”), TERRA CAPITAL HOLDINGS, INC., a Delaware corporation (“Terra Capital Holdings”), the
Lenders party hereto and CITICORP USA, INC., as administrative agent and collateral agent for the
Lenders and the Issuers (in such capacities, the “Administrative Agent”), amends certain provisions
of the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 21, 2004 (as amended,
supplemented or otherwise modified from time to time, including previous amendments hereto, the
“Credit Agreement”), among the Borrowers, Terra Industries, Terra Capital Holdings, the financial
institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions
from time to time party thereto as issuing banks (the “Issuers”) and CITICORP USA, INC., as
administrative agent and collateral agent for the Lenders and the Issuers (in such capacities, the
“Administrative Agent”).




W I T N E S S E T H:




          WHEREAS, the Borrowers, Terra Industries and Terra Capital Holdings have requested, and the
Requisite Lenders and the Administrative Agent have agreed to, certain amendments to the Credit
Agreement as more specifically set forth below.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions
hereinafter contained, the parties hereto hereby agree as follows:




          1. Defined Terms. Capitalized terms used herein and not defined herein but defined in
the Credit Agreement are used herein as defined in the Credit Agreement.




          2. Amendments. Upon the occurrence of the Eighth Amendment Effective Date (as defined
in Section 3), the Credit Agreement is hereby amended as follows:




               Section 8.5 (Restricted Payments) of the Credit Agreement is hereby amended by replacing the
word “and” appearing immediately before clause (e) with a semi-colon, replacing the period at the
end of clause (e) with a semi-colon and inserting immediately thereafter the following new clause:




               (f) quarterly cash dividend payments on the Stock of Terra Industries, provided, that




               (i) if any Revolving Loans, Swingline Loan or Reimbursement Obligations are
outstanding, Terra Industries shall maintain cash or Cash Equivalents at the time
of and immediately after giving effect to such dividend in an amount equal to but
not less than (A) the amount of Revolving Loans, Swingline Loan and Reimbursement
Obligations outstanding plus (B) the amount equal to such dividend payment
multiplied by four; or




               (ii) if no Revolving Loans, Swingline Loans or Reimbursement Obligations are
outstanding, (A) such dividend payment shall be no greater than 12.5% of the
Consolidated Net Income of Terra Industries and its Subsidiaries for the most
recently ended period of four consecutive Fiscal Quarters or (B) Terra Industries
shall maintain cash or Cash Equivalents at the time of and immediately after giving
effect to such dividend in an amount equal to such dividend payment multiplied by
four.



 









 





          3. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall
become effective on the date (the “Eighth Amendment Effective Date”) when the following conditions
precedent have been satisfied:




               (a) Certain Documents. The Administrative Agent shall have received on or before the
Eighth Amendment Effective Date, all of the following, each of which shall be in form and substance
satisfactory to the Administrative Agent:



                    (i) this Amendment, executed by the Borrowers, Terra Industries,
Terra Capital Holdings, the Administrative Agent and the Requisite Lenders; and



                    (ii) such additional documentation as the Administrative Agent or
the Lenders may reasonably require.



               (b) Representations and Warranties. Each of the representations and warranties made
by the Borrowers or the Guarantors in or pursuant to the Credit Agreement, as amended hereby, and
the other Loan Documents to which any of the Borrowers or the Guarantors is a party or by which the
Borrowers or the Guarantors are bound, shall be true and correct in all material respects on and as
of the Eighth Amendment Effective Date (other than representations and warranties in any such Loan
Document which expressly speak as of a specific date, which shall have been true and correct in all
material respects as of such specific date).



               (c) No Event of Default. No Default or Event of Default shall have occurred and be
continuing on the Eighth Amendment Effective Date.



               (d) Fees and Expenses Paid. The Borrowers shall have paid to the Administrative Agent
all fees, costs, and expenses payable pursuant to this Amendment and the other Loan Documents,
including those payable in accordance with Section 11.3 of the Credit Agreement, including the
reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent incurred prior
to or otherwise in connection with this Amendment to the extent invoiced to the Borrowers.



          4. Representations and Warranties. On and as of the date hereof, and as of the Eighth
Amendment Effective Date, after giving effect to this Amendment, each Borrower, Terra Industries
and Terra Capital Holdings hereby represents and warrants to the Lenders as follows:




               (a) Each of the representations and warranties contained in Article IV of the Credit
Agreement, the other Loan Documents or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in all material
respects on and as of the date as if made on and as of such date, except to the extent that such
representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects as of such
specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed
to include this Amendment; and



               (b) No Default or Event of Default has occurred and is continuing.



          5. Continuing Effect; No other Amendments. Except as expressly amended hereby or
waiver herein, all of the terms and provisions of the Credit Agreement and the other Loan Documents
are, and shall remain, in full force and effect. The amendments and consents contained herein shall
not constitute an amendment or a waiver of any other provision of the Credit Agreement or the other
Loan Documents or for any purpose except as expressly set forth herein.




          6. Loan Documents. This Amendment is deemed to be a “Loan Document” for the purposes
of the Credit Agreement.




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          7. Fees. As consideration for a Lender consenting to this Amendment, the Borrower
agrees to pay to the Administrative Agent, for the account of such Lender, a fee equal to 0.050% of
the sum of such Lender’s Revolving Credit Commitment currently in effect provided that the
Administrative Agent shall have received (by facsimile or otherwise) this Amendment executed from
such Lender by 12:00 p.m. (New York time) on July 14, 2008.




          8. Costs and Expenses. The Borrowers, Terra Industries and Terra Capital Holdings
agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment
and other instruments and documents to be delivered pursuant hereto, including the reasonable and
documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto.




          9. Governing Law; Counterparts; Miscellaneous.




               (a) This Amendment shall be governed by, and construed and interpreted in accordance with, the
law of the State of New York.



               (b) This Amendment may be executed in any number of counterparts and by the different parties
on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument.



               (c) Section captions used in this Amendment are for convenience only and shall not affect the
construction of this Amendment.



               (d) From and after the Eighth Amendment Effective Date, all references in the Credit Agreement
to the “Agreement” shall be deemed to be references to such Agreement as modified hereby and this
Amendment and the Credit Agreement shall be read together and construed as a single instrument.



[signature pages follow]




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          IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 8 to the Amended
and Restated Credit Agreement to be effective for all purposes as of the Eighth Amendment Effective
Date.










	 	 	 	 	 
	 	Borrowers



Terra Capital, Inc.,

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Terra Mississippi Holdings Corp.,

(f/k/a Mississippi Chemical Corporation)

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President & CFO 	 
	 
	 	Guarantors



Terra Industries Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	Terra Capital Holdings Inc.,

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]






 









 








	 	 	 	 	 
	 	Administrative Agent



Citicorp USA, Inc.

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	 	Name:  	Miles D. McManus 	 
	 	 	Title:  	Vice President and Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








	 	 	 	 	 
	 	Lenders



Citigroup USA, Inc.

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	 	Name:  	Miles D. McManus 	 
	 	 	Title:  	Vice President and Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]







 









 








	 	 	 	 	 
	 	Wells Fargo Foothill, LLC.

 	 
	 	By:  	/s/ Mark Bradford
 	 
	 	 	Name:  	Mark Bradford 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]






 









 








	 	 	 	 	 
	 	LaSalle Bank National Association

 	 
	 	By:  	/s/ Paul J. Johnson
 	 
	 	 	Name:  	Paul J. Johnson 	 
	 	 	Title:  	Senior Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]






 









 








	 	 	 	 	 
	 	Congress Financial Corp.

 	 
	 	By:  	/s/ Thomas A. Whutin
 	 
	 	 	Name:  	Thomas A. Whutin 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]







 









 








	 	 	 	 	 
	 	General Electric Capital Corporation

 	 
	 	By:  	/s/ Dwayne L. Coker
 	 
	 	 	Name:  	Dwayne L. Coker 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]







 









 








	 	 	 	 	 
	 	National City Business Credit, Inc.

 	 
	 	By:  	/s/ Thomas J. Evans
 	 
	 	 	Name:  	Thomas J. Evans 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]






 









 








	 	 	 	 	 
	 	State of California Public Employees’

 Retirement System

 	 
	 	By:  	/s/ Mike Claybar
 	 
	 	 	Name:  	Mike Claybar 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]






 









 








CONSENT OF GUARANTORS




Dated as of July 16, 2008




          Each of the undersigned companies, as a Guarantor under the Amended and Restated Guaranty
dated October 10, 2001 (the “Guaranty”), in favor of the Secured Parties under the Credit Agreement
referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and
agrees that notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference in the Guaranty to
the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as amended by such Amendment.




[Signature pages follow]




[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 





          IN WITNESS WHEREOF, the parties hereto have consented to this Amendment, as of the date first
written above.




	 	 	 	 	 
	 	TERRA CAPITAL, INC.

TERRA MISSISSIPPI HOLDINGS CORP. (F/K/A 

   MISSISSIPPI CHEMICAL CORPORATION)

TERRA INDUSTRIES INC.

TERRA CAPITAL HOLDINGS, INC.

TERRA NITROGEN CORPORATION

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC. 

PORT NEAL CORPORATION

TERRA METHANOL CORPORATION

EMC HOLDINGS INC.

BEAUMONT HOLDINGS CORPORATION 

TERRA REAL ESTATE CORPORATION 

BEAUMONT AMMONIA INC.

TERRA INTERNATIONAL (CANADA) INC.

TERRA MISSISSIPPI NITROGEN, INC. (F/K/A 

   MISSISSIPPI NITROGEN, INC.)

TERRA HOUSTON AMMONIA, INC. (F/K/A 

   MISSISSIPPI CHEMICAL MANAGEMENT    COMPANY)

TERRA NITROGEN GP HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Sr. Vice President & CFO 	 
	 
	 	Terra (U.K.) Holdings Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 8 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]