exv4w42






Exhibit 4.42




EXECUTION VERSION




$600,000,000




TERRA CAPITAL, INC.




7.75% Senior Notes Due 2019




REGISTRATION RIGHTS AGREEMENT




October 26, 2009




Credit Suisse Securities (USA)
LLC

 Citigroup Global Markets
Inc.

   c/o Credit Suisse Securities (USA) LLC

          Eleven Madison Avenue

          New York, N.Y. 10010-3629




Ladies and Gentlemen:




     Terra Capital, Inc., a corporation organized under the laws of the state of Delaware (the
“Company”), proposes to issue and sell to you (the “Initial Purchasers”) its 7.75% Senior Notes Due
2019 (the “Notes”) upon the terms set forth in a purchase agreement dated as of October 26, 2009
(the “Purchase Agreement”) relating to the initial placement of the Notes (the “Initial
Placement”). The Notes are to be issued under an indenture (the “Indenture”), to be dated as of
October 26, 2009, among the Company, Terra Industries Inc., a Maryland corporation (“Parent”), as
guarantor, the other guarantors listed on the signature pages thereto (together with Parent, the
“Guarantors” and, together with the Company, the “Issuers”) and U.S. Bank National Association, as
trustee (the “Trustee”). The Notes will have the benefit of the guarantees (the “Guarantees” and,
together with the Notes, the “Securities”) provided for in the Indenture. To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations
thereunder, the Issuers agree with you for your benefit and the benefit of the holders from time to
time of the Securities and New Securities (as defined below) (including the Initial Purchasers)
(each a “Holder” and, together, the “Holders”), as follows:



     1. Definitions. Capitalized terms used herein without definition shall have
their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the
following capitalized defined terms shall have the following meanings:



          “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder.




          “Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.




          “Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.




 









 








          “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by law to close in New
York City.




          “Citi” shall mean Citigroup Global Markets Inc.




          “Commission” shall mean the Securities and Exchange Commission.




          “Credit Suisse” shall mean Credit Suisse Securities (USA) LLC.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Exchange Offer Registration Period” shall mean the 90 day period following the consummation
of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in
effect suspending the effectiveness of the Exchange Offer Registration Statement.




          “Exchange Offer Registration Statement” shall mean a registration statement of the Issuers on
an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.




          “Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a
Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own
account as a result of market-making activities or other trading activities (but not directly from
any Issuer or any Affiliate of any Issuer) for New Securities.




          “Final Offering Circular” shall have the meaning set forth in the Purchase Agreement.




          “Guarantees” shall have the meaning set forth in the preamble hereto.




          “Guarantors” shall have the meaning set forth in the preamble hereto.




          “Holder” shall have the meaning set forth in the preamble hereto.




          “Indenture” shall have the meaning set forth in the preamble hereto.




          “Initial Placement” shall have the meaning set forth in the preamble hereto.




          “Initial Purchasers” shall have the meaning set forth in the preamble hereto.




          “Issuers” shall have the meaning set forth in the preamble hereto.




          “Losses” shall have the meaning set forth in Section 6(d) hereof.




          
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          “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
Securities and New Securities registered under a Registration Statement.




          “Managing Underwriters” shall mean the investment banker or investment bankers and
manager or managers that shall administer an underwritten offering.




          “New Securities” shall mean debt securities of the Issuers identical in all material respects
to the Securities (except that the liquidated damages provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the Indenture or the New
Securities Indenture.




          “New Securities Indenture” shall mean an indenture among the Issuers and the New Securities
Trustee, identical in all material respects to the Indenture (except that liquidated damages
provisions will be modified or eliminated, as appropriate).




          “New Securities Trustee” shall mean a bank or trust company reasonably satisfactory to the
Initial Purchasers, as trustee with respect to the New Securities under the New Securities
Indenture.




          “Notes” shall have the meaning set forth in the preamble hereto.




          “Parent” shall have the meaning set forth in the preamble hereto.




          “Person” shall mean an individual, partnership, corporation, trust or unincorporated
organization, or a government agency or a political subdivision thereof.




          “Prospectus” shall mean the prospectus included in any Registration Statement (including,
without limitation, a prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Securities or the New Securities covered by such Registration Statement, and all
amendments and supplements thereto and all material incorporated by reference therein.




          “Purchase Agreement” shall have the meaning set forth in the preamble hereto.




          “Registered Exchange Offer” shall mean the proposed offer of the Issuers to issue and deliver
to the Holders of the Securities that are not prohibited by any law or policy of the Commission
from participating in such offer, in exchange for the Securities, a like aggregate principal amount
of the New Securities.




          “Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities pursuant to the
provisions of this Agreement, any amendments and supplements to such registration statement,
including post-effective amendments (in each case including the Prospectus contained therein), all
exhibits thereto and all material incorporated by reference therein.




          “Regulation D” shall mean Regulation D under the Act.





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          “Securities” shall have the meaning set forth in the preamble hereto.




          “Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.




          “Shelf Registration Period” shall have the meaning set forth in Section 3(c) hereof.




          “Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers
pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New
Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule
that may be adopted by the Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.




          “Trustee” shall have the meaning set forth in the preamble hereto.




          “underwriter” shall mean any underwriter of Securities or New Securities in connection
with an offering thereof under a Shelf Registration Statement.




     2. Registered Exchange Offer.



          (a) The Issuers shall prepare and, not later than 90 days following the date of
the original issuance of the Securities (or if such 90th day is not a Business Day, the next
succeeding Business Day), shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Issuers shall use their
reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the
Act within 120 days of the date of the original issuance of the Securities (or if such 120th
day is not a Business Day, the next succeeding Business Day).




          (b) Upon the effectiveness of the Exchange Offer Registration Statement, the
Issuers shall promptly commence the Registered Exchange Offer and shall use their reasonable
best efforts to issue the New Securities within 150 days of the date of original issuance of
the Securities (or if such 150th day is not a Business Day, the next succeeding Business Day), it
being the objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any
Issuers, acquires the New Securities in the ordinary course of such Holder’s business, has no
arrangements with any Person to participate in the distribution of the New Securities and is
not prohibited by any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt without any
limitations or restrictions under the Act and without material restrictions under the securities laws of a
substantial proportion of the several states of the United States.





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          (c) In connection with the Registered Exchange Offer, the Issuers shall:





          (i) mail to each Holder a copy of the Prospectus forming part of the Exchange
Offer Registration Statement, together with an appropriate letter of transmittal and related
documents;




          (ii) keep the Registered Exchange Offer open for not less than 20 Business
Days after the date notice thereof is mailed to the Holders (or, in each case, longer
if required by applicable law);




          (iii) use their reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented and amended as required under the Act in
order to ensure that it is available for sales of New Securities by Exchanging Dealers
during the Exchange Offer Registration Period;




          (iv) utilize the services of a depositary for the Registered Exchange Offer with
an address in the Borough of Manhattan in New York City, which may be the Trustee, the New
Securities Trustee or an Affiliate of either of them;




          (v) permit Holders to withdraw tendered Securities at any time prior to the close
of business, New York time, on the last Business Day on which the Registered Exchange Offer
is open;




          (vi) if requested by the Commission, prior to effectiveness of the Exchange Offer
Registration Statement, provide a supplemental letter to the Commission (A) stating that the
Issuers are conducting the Registered Exchange Offer in reliance on the position of the
Commission in Exxon Capital Holdings Corporation (pub. Avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. Avail. June 5, 1991); and (B) including a representation that
the Issuers have not entered into any arrangement or understanding with any Person to
distribute the New Securities to be received in the Registered Exchange Offer and that, to
the best of the Issuers’ information and belief, each Holder participating in the Registered
Exchange Offer is acquiring the New Securities in the ordinary course of business and has no
arrangement or understanding with any Person to participate in the distribution of the New
Securities; and




          (vii) comply in all respects with all applicable laws.



          (d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers
shall:





          (i) accept for exchange all Securities tendered and not validly withdrawn
pursuant to the Registered Exchange Offer;




          (ii) deliver to the Trustee for cancellation in accordance with Section
4(s) all Securities so accepted for exchange; and




          (iii) use its reasonable best efforts to cause the New Securities Trustee promptly
to authenticate and deliver to each Holder of Securities a principal amount of



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New Securities equal to the principal amount of the Securities of such Holder so accepted for
exchange.



          (e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of the New Securities
(x) could not under Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. Avail. June 5, 1991) and Exxon
Capital Holdings Corporation (pub. Avail. May 13, 1988), as interpreted in the Commission’s letter
to Shearman & Sterling dated July 2, 1993 and similar no action letters; and (y) must comply with
the registration and prospectus delivery requirements of the Act in connection with any secondary
resale transaction which must be covered by an effective registration statement containing the
selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K
under the Act if the resales are of New Securities obtained by such Holder in exchange for
Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly,
each Holder participating in the Registered Exchange Offer shall be required to represent to the
Issuers that, at the time of the consummation of the Registered Exchange Offer:





          (i) any New Securities received by such Holder will be acquired in the ordinary
course of business;




          (ii) such Holder will have no arrangement or understanding with any Person to
participate in the distribution of the Securities or the New Securities within the meaning
of the Act; and




          (iii) such Holder is not an Affiliate of any Issuer.



          (f) If any Initial Purchaser determines that it is not eligible to participate in the
Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an
unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to
such Initial Purchaser or the Person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange
for such Securities, a like principal amount of New Securities. The Issuers shall use their
reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such
New Securities as for New Securities issued pursuant to the Registered Exchange Offer.




     3. Shelf Registration.



          (a) (i) due to any change in law or applicable interpretations thereof by the Commission’s
staff, the Issuers determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason
the Registered Exchange Offer is not consummated within 150 days of the date hereof; (iii) any
Initial Purchaser so requests in writing with respect to Securities that are not eligible to be
exchanged for New Securities in the Registered Exchange Offer and that are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser)
notifies the Issuers in writing that it is not eligible to participate in the Registered Exchange
Offer; or (v) in the case of any Initial Purchaser that participates in the





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Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial
Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in exchange for such
Securities shall not result in such New Securities being not “freely tradeable”; and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a
result of market-making activities or other trading activities shall not result in such New
Securities being not “freely tradeable”), the Issuers shall effect a Shelf Registration Statement
in accordance with subsection (b) below; provided, however that the Issuers shall only be required
to register Securities under the Shelf Registration Statement for persons who have identified
themselves to the Issuers as Holders thereof.




     If in the judgment of the Company’s Board of Directors exercised reasonably and in good faith
the use of the Shelf Registration Statement and the disclosure required to be made therein would
materially interfere with a valid business purpose of the Issuers, the Company may deliver a notice
to such effect to the Holders, and upon receipt of such notice, the Holders shall cease
distribution of the Securities or New Securities under a Shelf Registration Statement for the
period of time (the “Shelf Delay Period”) set forth in such notice (which shall not be greater than
60 days). Notwithstanding the foregoing, there shall not be more than one Shelf Delay Period
declared in any one calendar year. The Company shall use its reasonable efforts to minimize the
length of any Shelf Delay Period and shall promptly notify the Holders upon the termination
thereof.



          (b) The Issuers shall as promptly as practicable (but in no event more than 30 days after so
required or requested pursuant to this Section 3) file with the Commission and thereafter shall use
their reasonable best efforts to cause to be declared effective under the Act within 60 days after
so required or requested pursuant to this Section 3 a Shelf Registration Statement relating to the
offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from
time to time in accordance with the methods of distribution elected by such Holders and set forth
in such Shelf Registration Statement; provided, however, that nothing in this Section 3(b) shall
require the filing of a Shelf Registration Statement prior to the deadline for filing the Exchange
Offer Registration Statement set forth in Section 2(a); provided, further, that no Holder (other
than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder; and provided, further, that with respect to
New Securities received by an Initial Purchaser in exchange for Securities constituting any portion
of an unsold allotment, the Issuers may, if permitted by current interpretations by the
Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of their obligations under this subsection with respect thereto, and any such Exchange
Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.




          (c) The Issuers shall use their reasonable best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by the





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Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period of
one year from the date of the initial sale of the Notes or such shorter period that will terminate
when all the Securities or New Securities, as applicable, covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (in any such case, such
period being called the “Shelf Registration Period”). The Issuers shall not be obligated to amend
or supplement such Shelf Registration Statement more than once per calendar quarter to reflect
additional Holders. The Issuers shall be deemed not to have used their reasonable best efforts to
keep the Shelf Registration Statement effective during the requisite period if any of them
voluntarily takes any action that would result in Holders of Securities or New Securities covered
thereby not being able to offer and sell such Securities or New Securities during that period,
unless (A) such action is required by applicable law or (B) such action is taken by such Issuer in
good faith and for valid business reasons (not including avoidance of such Issuer’s obligations
hereunder), including the acquisition or divestiture of assets, so long as the Issuers promptly
thereafter comply with the requirements of Section 4(k) hereof, if applicable.




          (d) The Issuers shall cause the Shelf Registration Statement and the related Prospectus
and any amendment or supplement thereto, as of the effective date of the Shelf Registration
Statement or such amendment or supplement, (i) to comply in all material respects with the
applicable requirements of the Act and the rules and regulations of the Commission; and (ii) not to
contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.




     4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement,
the following provisions shall apply:



          (a) The Issuers shall:





          (i) furnish to you, not less than five Business Days prior to the filing thereof
with the Commission, a copy of the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, and each amendment thereto and each amendment or
supplement, if any, to the Prospectus included therein (including all documents incorporated
by reference therein after the initial filing) and shall use their reasonable best efforts
to reflect in each such document, when so filed with the Commission, such comments as you
reasonably propose;




          (ii) if permitted by the SEC, include the information set forth in Annex A hereto
on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the
forepart of the Exchange Offer Registration Statement in a section setting forth details of
the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of
the Prospectus contained in the Exchange Offer Registration Statement, and in Annex D hereto
in the letter of transmittal delivered pursuant to the Registered Exchange Offer;



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          (iii) if requested by an Initial Purchaser, include the information required by
Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus contained in the
Exchange Offer Registration Statement; and




          (iv) in the case of the Shelf Registration Statement, include the names of the
Holders that propose to sell Securities or New Securities pursuant to the Shelf Registration
Statement as selling security holders.



          (b) The Issuers shall ensure that:





          (i) any Registration Statement, any amendment thereto, any Prospectus forming
part thereof and any amendment or supplement thereto complies in all material respects with
the Act and the rules and regulations thereunder; and




          (ii) any Registration Statement and any amendment thereto does not, when it
becomes effective, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading.



          (c) The Issuers shall advise you, the Holders of Securities or New Securities covered by any
Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration
Statement that has provided in writing to the Issuers a telephone or facsimile number and address
for notices, and, if requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) of this Section 4(c) shall be
accompanied by an instruction to suspend the use of the Prospectus until the Issuers shall have
remedied the basis for such suspension):





          (i) when a Registration Statement or any amendment thereto has been filed with
the Commission and when the Registration Statement or any post-effective amendment thereto
has become effective;




          (ii) of any request by the Commission for any amendment or supplement to the
Registration Statement or the Prospectus or for additional information;




          (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings for that
purpose;




          (iv) of the receipt by any Issuer of any notification with respect to the
suspension of the qualification of the securities included therein for sale in any
jurisdiction or the initiation of any proceeding for such purpose; and




          (v) of the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, the statements therein are not
misleading and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in the light of the
circumstances under which they were made) not misleading.



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          (d) The Issuers shall use their reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement or the qualification of the securities
included therein for sale in any jurisdiction at the earliest possible time.




          (e) The Issuers shall furnish to each Holder of Securities or New Securities covered by any
Shelf Registration Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material incorporated therein by
reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).




          (f) The Issuers shall, during the Shelf Registration Period, deliver to each Holder of
Securities or New Securities covered by any Shelf Registration Statement, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder may reasonably
request. The Issuers consent to the use in accordance with the terms of this Agreement of the
Prospectus or any amendment or supplement thereto by each of the selling Holders of securities in
connection with the offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.




          (g) The Issuers shall furnish to each Exchanging Dealer which so requests, without charge, at
least one copy of the Exchange Offer Registration Statement and any post-effective amendment
thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).




          (h) The Issuers shall promptly deliver to each Initial Purchaser, each Exchanging Dealer
and each other Person required to deliver a Prospectus during the Exchange Offer Registration
Period, without charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as any such Person may reasonably
request. The Issuers consent to the use of the Prospectus or any amendment or supplement thereto by
any Initial Purchaser, any Exchanging Dealer and any such other Person that may be required to
deliver a Prospectus following the Registered Exchange Offer in connection with the offering and
sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Exchange Offer Registration Statement.




          (i) Prior to the Registered Exchange Offer or any other offering of Securities or New
Securities pursuant to any Registration Statement, the Issuers shall arrange, if necessary, for the
qualification of the Securities or the New Securities for sale under the laws of such U.S.
jurisdictions as any Holder shall reasonably request and will maintain such qualification in effect
so long as required; provided that in no event shall any Issuer be obligated to qualify to do
business in any jurisdiction where it is not then so qualified or to take any action that would
subject it to service of process in suits, other than those arising out of the Initial Placement,
the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any
such jurisdiction where it is not then so subject.





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          (j) The Issuers shall cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing New Securities or Securities to be issued or sold
pursuant to any Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may reasonably request.




          (k) Upon the occurrence of any event contemplated by subsections (c)(ii) through (v)
above, the Issuers shall (unless they shall have invoked a Shelf Delay Period with respect to such
occurrence) promptly prepare a post-effective amendment to the applicable Registration Statement or
an amendment or supplement to the related Prospectus or file any other required document so that,
as thereafter delivered, the Prospectus will not include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by the number of days
from and including the date of the giving of a notice of suspension pursuant to Section 4(c) to and
including the date when the Initial Purchasers, the Holders and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section 4.




          (l) Not later than the effective date of any Registration Statement, the Issuers shall
provide a CUSIP number for the Securities or the New Securities, as the case may be, registered
under such Registration Statement and provide the Trustee with printed certificates for such
Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.




          (m) The Issuers shall comply with all applicable rules and regulations of the Commission
and shall make generally available to their security holders as soon as practicable after the
effective date of the applicable Registration Statement an earnings statement satisfying the
provisions of Section 11(a) of the Act and Rule 158 thereunder.




          (n) The Issuers shall cause the Indenture or the New Securities Indenture, as the case
may be, to be qualified under the Trust Indenture Act in a timely manner.




          (o) The Issuers may require each Holder of securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Issuers such information regarding the Holder and the
distribution of such securities as the Issuers may from time to time reasonably require for
inclusion in such Registration Statement. The Issuers may exclude from such Shelf Registration
Statement the Securities or New Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.




          (p) In the case of any Shelf Registration Statement, the Issuers shall enter into such
agreements (including if requested by the Holders of a majority in principal amount of the
Securities, an underwriting agreement in customary form) and take all other appropriate actions in
order to expedite or facilitate the registration or the disposition of the Securities or New
Securities and in connection therewith, if an underwriting agreement is entered into, cause the
same to contain indemnification provisions and procedures no less favorable than those set forth in
Section 6 (or such other provisions and procedures acceptable to the Majority Holders and the




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Managing Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 6).




          (q) In the case of any underwritten Shelf Registration Statement, the Issuers shall:





          (i) make reasonably available for inspection by the Holders of Securities or New
Securities to be registered thereunder, any underwriter participating in any disposition
pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent
retained by the Holders or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Issuers and their subsidiaries;




          (ii) cause the officers, directors and employees of any Issuer to supply all
relevant information reasonably requested by the Holders or any such underwriter, attorney,
accountant or agent in connection with any such Shelf Registration Statement as is customary
for similar due diligence examinations; provided, however, that any information that is
designated in writing by any Issuer, in good faith, as confidential at the time of delivery
of such information shall be kept confidential by the Holders or any such underwriter,
attorney, accountant or agent, unless such disclosure is made in connection with a court
proceeding or required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;




          (iii) make such representations and warranties to the Holders of Securities or New
Securities registered thereunder and the underwriters, if any, in form, substance and scope
as are customarily made by issuers to underwriters in primary underwritten offerings and
covering matters including, but not limited to, those set forth in the Purchase Agreement;




          (iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel
and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing
Underwriters, if any) addressed to each selling Holder and the underwriters, if any,
covering such matters as are customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by such Holders and
underwriters;




          (v) obtain from the independent certified public accountants of Parent (and, if
necessary, any other independent certified public accountants of any Issuer or any
subsidiary of any Issuer or of any business acquired by any Issuer for which financial
statements and financial data are, or are required to be, included in the Registration
Statement) a comfort letter in customary form and covering matters of the type customarily
covered in comfort letters in connection with primary underwritten offerings, subject to
receipt of appropriate documentation as contemplated, and only if permitted, by Statement of
Accounting Standards No. 72, addressed to each selling Holder registered thereunder and the
underwriters, if any; and



-12-









 






          (vi) deliver such documents and certificates as may be reasonably requested by the
Majority Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 4(k) and with any customary conditions contained in the underwriting
agreement or other agreement entered into by the Issuers.


The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(q) shall be performed
at (A) the effectiveness of such Registration Statement and each post-effective amendment thereto;
and (B) each closing under any underwriting or similar agreement as and to the extent required
thereunder.




          (r) In the case of any Exchange Offer Registration Statement, the Issuers shall,
upon reasonable request by any Initial Purchaser:





          (i) make reasonably available for inspection by such Initial Purchaser, and any
attorney, accountant or other agent retained by such Initial Purchaser, all relevant
financial and other records, pertinent corporate documents and properties of the Issuers and
their subsidiaries;




          (ii) cause the officers, directors and employees of any Issuer to supply all
relevant information reasonably requested by such Initial Purchaser or any such attorney,
accountant or agent in connection with any such Registration Statement as is customary for
similar due diligence examinations; provided, however, that any information that is
designated in writing by any Issuer, in good faith, as confidential at the time of delivery
of such information shall be kept confidential by such Initial Purchaser or any such
attorney, accountant or agent, unless such disclosure is made in connection with a court
proceeding or required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;




          (iii) make such representations and warranties to such Initial Purchaser, in form,
substance and scope as are customarily made by issuers to underwriters in primary
underwritten offerings and covering matters including, but not limited to those set forth in
the Purchase Agreement;




          (iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel
and opinions (in form, scope and substance) shall be reasonably satisfactory to such Initial
Purchaser and their counsel), addressed to such Initial Purchaser, covering such matters as
are customarily covered in opinions requested in underwritten offerings and such other
matters as may be reasonably requested by such Initial Purchaser or their counsel;




          (v) obtain from the independent certified public accountants of Parent (and, if
necessary, any other independent certified public accountants of any Issuer or any
subsidiary of any Issuer or of any business acquired by any Issuer for which financial
statements and financial data are, or are required to be, included in the Registration
Statement) a comfort letter, in customary form, meeting the requirements as to the substance
thereof as set forth in Section 7 (a) of the Purchase Agreement, with appropriate



-13-









 







date changes, addressed to each selling Holder registered thereunder and the
underwriters, if any; and




          (vi) deliver such documents and certificates as may be reasonably requested by
such Initial Purchaser or their counsel, including those to evidence compliance with Section
4(k) and with conditions customarily contained in underwriting agreements.


The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this Section 4(r)
shall be performed at the close of the Registered Exchange Offer and the effective date of
any post-effective amendment to the Exchange Offer Registration Statement.




          (s) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities
by Holders to the Issuers (or to such other Person as directed by the Issuers) in exchange for the
New Securities, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that
such Securities are being canceled in exchange for the New Securities. In no event shall the
Securities be marked as paid or otherwise satisfied.




          (t) The Issuers will use their reasonable best efforts (i) if the Securities have been
rated prior to the initial sale of such Securities, to confirm such ratings will apply to the
Securities or the New Securities, as the case may be, covered by a Registration Statement; or (ii)
if the Securities were not previously rated, to cause the Securities or New Securities covered by a
Registration Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related Registration Statement or
by any Managing Underwriters.




          (u) In the event that any Broker-Dealer shall underwrite any Securities or New
Securities or participate as a member of an underwriting syndicate or selling group or “assist in
the distribution” (within the meaning of the Rules and the By-Laws of the National Association of
Securities Dealers, Inc.) thereof, whether as a Holder or as an underwriter, a placement or sales
agent or a broker or dealer in respect thereof, or otherwise, the Issuers will assist such
Broker-Dealer in complying with the requirements of such Rules.




          (v) The Issuers shall use their reasonable best efforts to take all other steps necessary
to effect the registration of the Securities or the New Securities, as the case may be, covered
by a Registration Statement.




     5. Registration Expenses. The Issuers shall bear all expenses incurred in
connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the
event of any Shelf Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one counsel and any local counsel designated by the Majority Holders to act as
counsel for the Holders in connection therewith, and, in the case of any Exchange Offer
Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel and local counsel acting in connection therewith.



-14-









 





     6. Indemnification and Contribution.



          (a) Each of the Issuers jointly and severally agrees to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery as contemplated in
Section 4(h) hereof, each Exchanging Dealer), the directors, officers, employees and agents of each
such Holder and each Person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made not misleading, and jointly and severally
agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Issuers will not be liable in any case to
the extent that any such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the Issuers by or on behalf
of any such Holder specifically for inclusion therein. This indemnity agreement will be in addition
to any liability which the Issuers may otherwise have.




          Each of the Issuers also jointly and severally agrees to indemnify or contribute as provided
in Section 6(d) to Losses of each underwriter of Securities or New Securities, as the case may be,
registered under a Shelf Registration Statement, their directors, officers, employees or agents and
each Person who controls such underwriter on substantially the same basis as that of the
indemnification of the Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement,
as provided in Section 4(p) hereof.




          (b) Each Holder of securities covered by a Registration Statement (including each Initial
Purchaser and, with respect to any Prospectus delivery as contemplated in Section 4(h), each
Exchanging Dealer) severally and not jointly agrees to indemnify and hold harmless the Issuers,
each of their respective directors, each of their respective officers who signs such Registration
Statement and each Person who controls any Issuer within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Issuers to each such Holder,
but only with reference to written information relating to such Holder furnished to the Company by
or on behalf of such Holder specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any liability which any such
Holder may otherwise have.




          (c) Promptly after receipt by an indemnified party under this Section 6 or notice of the
commencement of any action, such indemnified party will, if a claim in respect





-15-









 







thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying
party in writing of the commencement thereof; but the failure so to notify the indemnifying party
(i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it
did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to
appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent
the indemnified party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth below); provided, however,
that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party’s election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party; (iii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. It is understood, however, that the Issuers shall, in connection with
any one such action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be liable for the fees
and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time
for all such Initial Purchasers and controlling persons, which firm shall be designated in writing
by either Initial Purchaser. An indemnifying party will not, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding. An indemnifying party shall not be liable under this Section 6 to any
indemnified party regarding any settlement or compromise or consent to the entry of any judgment
with respect to any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement, compromise or consent
is consented to by such indemnifying party, which consent
 shall not be unreasonably withheld.




          (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6
is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each
applicable indemnifying party shall have a joint and several obligation to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other expenses





-16-









 







reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to
which such indemnified party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such indemnified party,
on the other hand, from the Initial Placement and the Registration Statement which resulted in such
Losses; provided, however, that in no case shall the Initial Purchasers or any subsequent Holder of
any Security or New Security be responsible, in the aggregate, for any amount in excess of the
purchase discount or commission applicable to such Security, or in the case of a New Security,
applicable to the Security that was exchangeable into such New Security, as set forth on the cover
page of the Final Offering Circular, nor shall any underwriter be responsible for any amount in
excess of the underwriting discount or commission applicable to the securities purchased by such
underwriter under the Registration Statement which resulted in such Losses. If the allocation
provided by the immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of such indemnifying party, on the one
hand, and such indemnified party, on the other hand, in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable considerations. Benefits
received by the Issuers shall be deemed to be equal to the sum of (x) the total net proceeds from
the Initial Placement (before deducting expenses) as set forth on the cover page of the Final
Offering Circular and (y) the total amount of liquidated damages which the Issuers were not
required to pay as a result of registering the securities covered by the Registration Statement
which resulted in such Losses. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as set forth on the cover page of the Final
Offering Circular, and benefits received by any other Holders shall be deemed to be equal to the
value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits
received by any underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of the Registration
Statement which resulted in such Losses. Relative fault shall be determined by reference to, among
other things, whether any alleged untrue statement or omission relates to information provided by
the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent
of the parties and their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation (even if the Holders were treated
as one entity for such purpose) or any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions of this paragraph
(d), no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section, each Person who controls a Holder within the
meaning of either the Act or the Exchange Act and each director, officer, employee and agent of
such Holder shall have the same rights to contribution as such Holder, and each Person who controls
any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who
shall have signed the Registration Statement and each director of any Issuer shall have the same
rights to contribution as the Issuers, subject in each case to the applicable terms and conditions
of this paragraph (d).




          (e) The provisions of this Section 6 will remain in full force and effect, regardless of
any investigation made by or on behalf of any Holder or the Issuers or any of the





-17-









 







officers, directors or controlling Persons referred to in this Section 6, and will survive the sale
by a Holder of securities covered by a Registration Statement.




     7. Underwritten Registrations.



          (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing Underwriters shall
be selected by the Majority Holders.




          (b) No Person may participate in any underwritten offering pursuant to any Shelf Registration
Statement, unless such Person (i) agrees to sell such Person’s Securities or New Securities, as the
case may be, on the basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.




     8. No Inconsistent Agreements. No Issuer has, as of the date hereof, entered into, nor
shall it, on or after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the
provisions hereof.



     9. Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, qualified, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless the Issuers have obtained the
written consent of the Majority Holders; provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the
written consent of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to departure from the provisions hereof with respect to a
matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the
case may be, are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders, may be given by the Majority Holders, determined on
the basis of Securities or New Securities, as the case may be, being sold rather than registered
under such Registration Statement.



     10. Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or
air courier guaranteeing overnight delivery:



          (a) if to a Holder, at the most current address given by such holder to the Issuers in
accordance with the provisions of this Section 10, which address initially is, with respect to
each Holder, the address of such Holder maintained by the Registrar under the Indenture, with
a copy in like manner to each of the Initial Purchasers;




          (b) if to you, initially at the address set forth in the Purchase Agreement; and





-18-









 








          (c) if to the Issuers, initially at the address of the Company set forth in the Purchase
Agreement.




          All such notices and communications shall be deemed to have been duly given when received. The
Initial Purchasers or the Issuers by notice to the other parties may designate additional or
different addresses for subsequent notices or communications.




     11. Successors. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including, without the need for an express
assignment or any consent by the Issuers thereto, subsequent Holders of Securities and New
Securities. The Issuers hereby agree to extend the benefits of this Agreement to any Holder of
Securities or New Securities, and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.



     12. Counterparts. This Agreement may be in signed counterparts, each of which shall an
original and all of which together shall constitute one and the same agreement.



     13. Headings. The headings used herein are for convenience only and shall not affect
the construction hereof.



     14. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made and to be
performed in the State of New York.



     15. Severability. In the event that any one of more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable
in any respect for any reason, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any way impaired or
affected thereby, it being intended that all of the rights and privileges of the parties shall be
enforceable to the fullest extent permitted by law.



     16. Securities Held by the Issuers, etc. Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or New Securities is required
hereunder, Securities or New Securities, as applicable, held by any Issuer or its Affiliates (other
than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be
Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage.




-19-











 





	 	 	 	 	 
	 	TERRA CAPITAL, INC.

 	 
	 	By:  	/s/ John W. Huey
 	 
	 	 	Name:  	John W. Huey 	 
	 	 	Title:  	Vice President, General Counsel and

Corporate Secretary 	 
	 



	 	 	 	 	 
	 	Guarantors:


TERRA INDUSTRIES INC.

BEAUMONT AMMONIA INC.

BEAUMONT HOLDINGS CORPORATION 

BMC HOLDINGS INC.

PORT NEAL CORPORATION

TERRA CAPITAL HOLDINGS, INC.

TERRA ENVIRONMENTAL TECHNOLOGIES INC.

TERRA GLOBAL HOLDING COMPANY INC.

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC.

TERRA INVESTMENT FUND LLC 

TERRA INVESTMENT FUND II LLC

TERRA METHANOL CORPORATION

TERRA NITROGEN CORPORATION

TERRA REAL ESTATE CORPORATION 

TERRA (U.K.) HOLDINGS INC.

TERRA MISSISSIPPI HOLDINGS CORP. 

TERRA MISSISSIPPI NITROGEN, INC.

TERRA HOUSTON AMMONIA, INC.

TERRA NITROGEN GP HOLDINGS INC.

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



[Registration Rights Agreement]





 









 





     The foregoing Agreement is hereby confirmed and accepted as of the date first above
written.



	 	 	 	 	 
	CREDIT SUISSE SECURITIES (USA) LLC 

 	 	 
	By:  	/s/ Michael Speller
 	 	 
	 	Name:  	Michael Speller  	 	 
	 	Title:  	Managing Director 	 	 
	 
	CITIGROUP GLOBAL MARKETS INC.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



[Registration Rights Agreement]





 









 





     The foregoing Agreement is hereby confirmed and accepted as of the date first above
written.



	 	 	 	 	 
	CREDIT SUISSE SECURITIES (USA) LLC

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	CITIGROUP GLOBAL MARKETS INC.

 	 
	By:  	/s/ John Tucker
 	 	 
	 	Name:  	John Tucker 	 	 
	 	Title:  	Director 	 	 
	 



[Registration Rights Agreement]





 









 








EXECUTION VERSION




ANNEX A





     Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New
Securities. The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities. Each of the Issuers has agreed that, starting
on the Expiration Date (as defined herein) and ending on the close of business 180 days after the
Expiration Date, it will make this Prospectus available, as amended or supplemented, to any
Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.”




 









 








ANNEX B




     Each Broker-Dealer that receives New Securities for its own account in exchange for
Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. See “Plan of Distribution.”




 









 








ANNEX C




PLAN OF DISTRIBUTION




     Each Broker-Dealer that receives New Securities for its own account pursuant to the Exchange
Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New
Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by
a Broker-Dealer in connection with resales of New Securities received in exchange for Securities
where such Securities were acquired as a result of market-making activities or other trading
activities. The Issuers have agreed that, starting on the Expiration Date and ending on the close
of business 180 days after the Expiration Date, they will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection
with any such resale. In addition, until ____________, 200__, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.



     The Issuers will not receive any proceeds from any sale of New Securities by Brokers-Dealers.
New Securities received by Broker-Dealers for their own account pursuant to the Exchange Offer may
be sold from time to time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a combination of such methods
of resale, at market prices prevailing at the time of resale, at prices related to such prevailing
market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of commissions or concessions
from any such Broker-Dealer and/or the purchasers of any such New Securities. Any Broker-Dealer
that resells New Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such New Securities may be
deemed to be an “underwriter” within the meaning of the Act, and any profit of any such resale of
New Securities and any commissions or concessions received by any such Persons may be deemed to be
underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging
that it will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.



     For a period of 180 days after the Expiration Date, the Issuers will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any Broker-Dealer
that requests such documents in the Letter of Transmittal. The Issuers have agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of
the Securities) other than commissions or concessions of any brokers or dealers and will indemnify
the holders of the Securities (including any Broker-Dealers) against certain liabilities, including
liabilities under the Act.



[If applicable, add information required by Regulation S-K Items 507 and/or 508.]




 









 








ANNEX D





	 	o	 	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.





	 	 	 	 
	Name:
	 	 
	 

	 	 
	Address:
	 	 
	 

	 	 
	 

	 	

	 

	 	 




If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New
Securities in the ordinary course of its business, it is not engaged in, and does not intend to
engage in, a distribution of New Securities and it has not arrangements or understandings with any
Person to participate in a distribution of the New Securities. If the undersigned is a
Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired by it as a result
of market-making activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such New Securities; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.