exv4w10






EXHIBIT 4.10




AMENDMENT NO. 9 TO THE AMENDED AND RESTATED CREDIT AGREEMENT




          Amendment No. 9 (this “Amendment”), dated as of August 29, 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 Ninth Amendment Effective Date (as defined
in Section 4), the Credit Agreement is hereby amended as follows:




               (a) Section 1.1 (Defined Terms) is hereby amended by inserting the following definitions each
in the respective applicable alphabetical order among the existing definitions set forth therein:




               “Ninth Amendment” means that certain Amendment No. 9 to this Agreement, dated as of
August 29, 2008, among the Borrowers, the Guarantors, the Administrative Agent and the
Lenders party thereto.




               “International Restructuring” means the international restructuring of certain
Subsidiaries of Terra Industries substantially as described in Schedule A to the Ninth
Amendment.




               “RSBC LLC 1” means a certain Oklahoma limited liability company to be formed in
connection with the effectuation of the Woodward Upgrade.




               “RSBC LLC 2” means a certain Oklahoma limited liability company



 









 







to be formed in connection with the effectuation of the Woodward Upgrade.




               “RSBC Preferred Stock” means the preferred Stock of one or both of RSBC LLC 1 and RSBC
LLC 2 in an aggregate principal amount not exceeding $85,000,000.




               “RSBCs” means RSBC LLC 1 and RSBC LLC 2.




               “Terra US Newco” means a certain Delaware corporation to be formed in connection with
the effectuation of the International Restructuring.




               “Terra Investment Fund LLC 1” means a certain Oklahoma limited liability company to be
formed in connection with the effectuation of the Woodward Upgrade.




               “Terra Investment Fund LLC 2” means a certain Oklahoma limited liability company to be
formed in connection with the effectuation of the Woodward Upgrade.




               “Terra Investment Fund LLC 3” means a certain Oklahoma limited liability company to be
formed in connection with the effectuation of the Woodward Upgrade.




               “Terra Investment Fund LLCs” means, collectively, Terra Investment Fund LLC 1, Terra
Investment Fund LLC 2 and Terra Investment Fund LLC 3.




               “Terra Investment Fund Preferred Stock” has the meaning specified in Section 8.1(o).




               “Terra Luxembourg Newco” means Terra International Holdings Luxembourg S.à.r.l., a
Luxembourg société à responsibilité limitée.




               “Woodward Upgrade” means the expansion of the nitrogen manufacturing facility located
in Woodward, Oklahoma substantially as described in Schedule B to the Ninth Amendment.




               “Woodward Upgrade Funds” means an amount of cash or Cash Equivalents of Terra Oklahoma
in an aggregate amount not exceeding $255,000,000, to be used solely to finance the Woodward
Upgrade (as such aggregate amount shall be reduced by amounts which are applied from time to
time for such purpose).



               (b) Section 1.1 (Defined Terms) is hereby amended by amending and restating in its entirety
the definition of “Affiliate” to read as follows:



                    “Affiliate” means, with respect to any Person, any other Person which, directly or indirectly,
controls, is controlled by or is under common control with such Person, each officer, director,
general partner or joint-venturer of such Person, and each Person who is the beneficial owner of
10% or more of any class of Voting Stock of such Person; provided, that the term “Affiliate” shall
not include either of the RSBCs solely by virtue of the ownership by Terra Industries or its
Subsidiaries of RSBC Preferred Stock or any agreement or transaction entered into



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between or among Terra Industries, its Subsidiaries and the RSBCs contemplated by the Woodward
Upgrade. For the purposes of this definition, “control” means the possession of the power to
direct or cause the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.



               (c) Section 5.2 (Capital Expenditures and Joint Venture Investments) is hereby deleted in its
entirety and replaced with the following:




     Section 5.2 Capital Expenditures and Joint Venture Investments. Terra
Industries will not permit Capital Expenditures (excluding any Capital Expenditures financed
by insurance proceeds to the extent permitted hereunder) to be made or incurred (i) with
respect to the Woodward Upgrade, in excess of $255,000,000, in the aggregate, and (ii)
otherwise, in addition to the Capital Expenditures pursuant to clause (i) during each period
set forth below and, together with the cash Investments in joint ventures made during such
period permitted under Section 8.3(l), in aggregate to be in excess of the maximum amount
set forth below, for such period:



	 	 	 	 	 
	Fiscal Year	 	Maximum Amount
	Fiscal Year ended December 31, 2007 and each Fiscal Year
thereafter
	 	$	75,000,000	 






               (d) Section 7.12 (Cash Collateral Accounts and Cash Management Systems) of the Credit
Agreement is hereby amended by inserting at the end of such Section the following new sentence:




               Notwithstanding the foregoing or any other provisions hereof or of the Loan Documents,
the Woodward Upgrade Funds shall not be required to be Collateral or subject to the
provisions of this Section 7.12.



               (e) Section 8.1 (Indebtedness) of the Credit Agreement is hereby amended by replacing the word
“and” appearing immediately before clause (n) with a semi-colon, replacing the period at the end of
clause (n) with “; and” and inserting immediately thereafter the following new clause:




               (o) Indebtedness in connection with the Woodward Upgrade arising from (i) the issuance
of preferred Stock, on terms disclosed to the Administrative Agent prior to the date of the
Ninth Amendment of otherwise or on terms reasonably acceptable to the Administrative Agent,
issued by Terra Investment Fund LLCs with a liquidation preference not exceeding $35,000,000
(the “Terra Investment Fund Preferred Stock”); (ii) Indebtedness of Terra Oklahoma to the
RSBCs which is subordinated to the Obligations and on terms disclosed to the Administrative
Agent prior to the date of the Ninth Amendment or otherwise on terms reasonably acceptable
to the Administrative Agent in an aggregate amount not exceeding $85,000,000; and (iii) the
issuance of preferred Stock on terms disclosed to the Administrative Agent prior to the date
of the Ninth Amendment or otherwise on terms reasonably acceptable to the Administrative
Agent issued by Terra Oklahoma to the RSBCs with a liquidation preference not exceeding
$85,000,000; provided, however, that the sum of (x) the aggregate principal amount of the
Indebtedness of Terra



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Oklahoma to the RSBCs and (y) the liquidation preference of the preferred Stock of
Terra Oklahoma to the RSBCs shall not exceed $85,000,000.



               (f) Section 8.3 (Investments) of the Credit Agreement is hereby amended by (i) inserting “(A)”
in Section 8.3(b), immediately after the word “including” in the first line thereof, and at the end
of such section inserting the following new clause:



                    and (B) the Woodward Upgrade Funds;


(ii) replacing the word “or” appearing immediately before subclause (v) of clause (e) with a comma
and replacing the semi-colon appearing immediately before clause (f) with the following new clause:





               or (vi) owing by Terra Canada to Terra V.I. Holdings, Inc. or one or more other
Subsidiaries of Terra Industries, in an aggregate principal amount not exceeding
$570,000,000 and incurred pursuant to the International Restructuring;


and



(iii) deleting the word “and” appearing immediately before clause (o) and replacing the period at
the end of clause (o) with “; and” and inserting immediately thereafter the following new clause:





               (p) the RSBC Preferred Stock.



               (g) Section 8.4 (Sale of Assets) of the Credit Agreement is hereby amended by replacing the
word “and” appearing immediately before clause (j) with a semi-colon, replacing the period at the
end of clause (j) with a semi-colon and inserting immediately thereafter the following new clauses:




               (k) Asset Sales by Terra Industries and its Subsidiaries to Terra Industries or any of
its Subsidiaries in connection with the International Restructuring, provided, however, that
prior to any such Asset Sale, each of Terra US Newco and any other Material Subsidiary which
is a Domestic Subsidiary established in connection with the International Restructuring
shall have become a Guarantor pursuant to, and satisfied the other requirements of, Section
7.11(a); provided, however, that such requirements shall not include the granting and
perfecting of security interests under the laws of any foreign jurisdictions;




               (l) any sale of Terra Investment Fund Preferred Stock; and




               (m) any sale of Terra Oklahoma preferred Stock to the RSBCs in an amount not to exceed
the liquidation preference of $85,000,000; provided, however, that the sum of (x) the
aggregate principal amount of the Indebtedness of Terra Oklahoma to the RSBCs and (y) the
liquidation preference of the preferred Stock of Terra Oklahoma to the RSBCs shall not
exceed $85,000,000.



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




               (g) Restricted Payments with respect to Terra Investment Fund



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Preferred Stock to the extent made in accordance with the terms thereof, as approved by
the Administrative Agent when Terra Investment Fund Preferred Stock was issued; provided,
however, that the Restricted Payments described in this clause (g) shall not be permitted if
an Event of Default or Default shall have occurred and be continuing at the date of
declaration or payment thereof or would result therefrom; and




               (h) Restricted Payments with respect to any Terra Oklahoma Preferred Stock issued to
the RSBCs; provided, however, that the Restricted Payments described in this clause (h)
shall not be permitted if an Event of Default or Default shall have occurred and be
continuing at the date of declaration or payment thereof or would result therefrom.



               (i) Section 8.9 (Restrictions on Subsidiary Distributions; No New Negative Pledge) of the
Credit Agreement is hereby amended by inserting immediately after the phrase “or pursuant to
customary anti-assignment provisions contained in leases or licenses permitted under this
Agreement” and immediately before the phrase “or as otherwise contained”, the following phrase:




               or pursuant to the transactions contemplated by or incidental to the Woodward Upgrade
as set forth on Schedule C to the Ninth Amendment.



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




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



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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 Ninth
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.




          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 0.025% 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 August 29, 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.



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               (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 Ninth 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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SCHEDULE C




          IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 9 to the Amended
and Restated Credit Agreement to be effective for all purposes as of the Ninth Amendment Effective
Date.




	 	 	 	 	 
	 	Borrowers



Terra Capital, Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 
	 	Terra Mississippi Holdings Corp. (f/k/a Mississippi Chemical Corporation)

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 
	 	Guarantors



Terra Industries Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 
	 
	 	terra Capital Holdings, Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President and Chief
Financial Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Administrative Agent

Citicorp USA, Inc.

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



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	 	Lenders



Citicorp USA, Inc.

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



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	 	Wells Fargo Foothill, LLC

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



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	 	LaSalle Bank National Association

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



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	 	Congress Financial Corp.

 	 
	 	By:  	/s/ Thomas A. Martin
 	 
	 	 	Name:  	Thomas A. Martin 	 
	 	 	Title:  	Director/Senior Relationship Mgr 	 



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	 	General Electric Capital Corporation

 	 
	 	By:  	/s/ Maura Fitzgerald
 	 
	 	 	Name:  	Maura Fitzgerald 	 
	 	 	Title:  	Duly Authorized Signatory 	 



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	 	National City Business Credit, Inc.

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



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	 	State of California Public Employees’

    Retirement System

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



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CONSENT OF GUARANTORS




Dated as of August 29, 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]




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          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

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.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President and Chief Financia Officer 	 
	 
	 	TERRA (U.K.) HOLDINGS INC.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President and Chief Financia Officer 	 



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