exv4w13






Exhibit 4.13




EXECUTION COPY




AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT




          Amendment No. 12 (this “Amendment”), dated as of December 1, 2009, 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”).




WITNESSETH:




          WHEREAS, the Borrowers, Terra Industries and Terra Capital Holdings have requested, and the
Requisite Lenders and the Administrative Agent have agreed, subject to the terms and conditions
below, 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 Twelfth Amendment Effective Date (as
defined in Section 3), the Credit Agreement is hereby amended as follows:




               (a) Section 8.4(g) (Sale of Assets) of the Credit Agreement is hereby amended and restated in
its entirety as follows:




               (g) additional Asset Sales by Terra Industries and its Subsidiaries (other than in
respect of (i) property subject to Liens under the Collateral Documents and (ii) property
subject to Liens securing Indebtedness of Terra Industries or such Subsidiary, unless, in
the case of clauses (i) or (ii), such Asset Sale is an Investment permitted by Section
8.3(k)) to Terra Industries or any of its Subsidiaries;



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




               (a) Certain Documents. The Administrative Agent shall have received on or before the
Twelfth 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 Twelfth 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 Twelfth 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
Twelfth 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
waived 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.




          7. 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




2









 







documented fees and out-of-pocket expenses of counsel for the Administrative Agent with
respect thereto.




          8. 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 Twelfth 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]




3









 





          IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 12 to the Amended
and Restated Credit Agreement to be effective for all purposes as of the Twelfth Amendment
Effective Date.



	 	 	 	 	 
	 	Borrowers


Terra Capital, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Terra Mississippi Holdings Corp. 

(f/k/a Mississippi Chemical Corporation)

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Administrative Agent


Citicorp USA, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Lenders


Citibank, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Wells Fargo Foothill, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Bank of America, N.A.,

Successor by merger to LaSalle

Bank National Association 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	General Electric Capital Corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	National City Business Credit, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	State of California Public Employees’ Retirement System

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








CONSENT OF GUARANTORS




Dated as of December 1, 2009




          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]





 









 





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




	 	 	 	 	 
	 	TERRA INDUSTRIES INC.

TERRA CAPITAL HOLDINGS, INC.

TERRA NITROGEN CORPORATION

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC.

PORT NEAL CORPORATION

TERRA METHANOL CORPORATION

BMC 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.

TERRA INVESTMENT FUND LLC

TERRA INVESTMENT FUND II LLC

TERRA ENVIRONMENTAL TECHNOLOGIES INC.

TERRA GLOBAL HOLDING COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TERRA (U.K.) HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 12 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]