exv4w1



 





Exhibit 4.1




AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT




     Amendment No. 3 (this “Amendment”), dated as of October 30, 2006, among Terra
Capital, Inc., a Delaware corporation (“Terra Capital”), Terra Mississippi Holdings Corp.
(f/k/a Mississippi Chemical Corporation), a Mississippi corporation (“TMH”), and Terra
Nitrogen (U.K.) Limited, a company incorporated in England and Wales (“Terra
UK”) (Terra Capital, TMH and Terra UK 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, pursuant to the Credit Agreement, the Lenders have agreed to make Loans to the
Borrowers and to issue, and have issued, Letters of Credit for the account of the Borrowers; and



     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 to the Credit Agreement. Upon the occurrence of the Third
Amendment Effective Date (as defined in Section 4), the chart in Section 5.2 of the Credit
Agreement (Capital Expenditures and Joint Venture Investments) is hereby amended by (i)
deleting “$40,000,000” opposite “Fiscal Year ended December 31, 2006” and (ii) inserting in
lieu thereof “$58,000,000”.



     3. Waiver. Upon the occurrence of the Third Amendment Effective Date, the
Administrative Agent and the Lenders waive any Default and Event of Default under Section 5.2 of
the Credit Agreement occurring prior to the Third Amendment Effective Date solely to the extent
that Capital Expenditures and cash Investments in joint ventures may have exceeded the permitted
amount thereof for Fiscal Year 2006 (the “Specified Default”).



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



          (a) Certain Documents. The Administrative Agent shall have received, on or before the
Third Amendment Effective Date, in form and substance satisfactory to the Administrative Agent,
this Amendment, executed by each Borrower, Terra Industries, Terra Capital Holdings, the
Administrative Agent and the Lenders constituting the Requisite Lenders.




          (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 Third 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. Except for the Specified Default, no Default or Event of
Default shall have occurred and be continuing on the Third Amendment Effective Date.




          (d) Past Expenses Paid. The Borrowers shall have paid, in accordance with Section
11.3 of the Credit Agreement, all outstanding costs and expenses of the Administrative Agent,
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.




     5. Representations and Warranties. On and as of the date hereof, and as of
the Third 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.




     6. Continuing Effect; No other Amendments or Waivers. 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.



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



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



     9. Governing Law; Counterparts; Miscellaneous.




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




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




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




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




[signature pages follow]




3









 








     IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 3 to the Amended
and Restated Credit Agreement to be effective for all purposes as of the Third Amendment Effective
Date.



	 	 	 	 	 
	 	Borrowers



Terra Capital, Inc.

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	Vice President 	 
	 
	 	Terra Mississippi Holdings Corp.

(f/k/a Mississippi Chemical Corporation)

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	Vice President & CFO 	 
	 
	 	Terra Nitrogen (U.K.) Limited

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	Director 	 
	 
	 	Guarantors



Terra Industries Inc.

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	Name:  Francis G. Meyer	 
	 	Title:     Sr. Vice President & CFO	 
	 
	 	Terra Capital Holdings Inc.

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Administrative Agent



Citicorp USA, Inc.

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



Citicorp USA, Inc.

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	 	Name:  	Miles D. McManus 	 
	 	 	Title:  	Vice President and Director 	 
	 
	 	Wells Fargo Foothill, LLC 

 	 
	 	By:  	/s/  Mark Bradford
 	 
	 	 	Name:  	Mark Bradford 	 
	 	 	Title:  	Vice President 	 
	 
	 	LaSalle Bank National Association 

 	 
	 	By:  	/s/ Julie S. Harris
 	 
	 	 	Name:  	Julie S. Harris 	 
	 	 	Title:  	First Vice President 	 
	 
	 	Congress Financial Corp. 

 	 
	 	By:  	/s/ Thomas A. Martin
 	 
	 	 	Name:  	Thomas A. Martin 	 
	 	 	Title:  	Vice President 	 
	 
	 	General Electric Capital Corporation

 	 
	 	By:  	/s/ Alison P. Trapp
 	 
	 	 	Name:  	Alison P. Trapp 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	National City Business Credit, Inc.

 	 
	 	By:  	/s/ Thomas J. Evans
 	 
	 	 	Name:  	Thomas J. Evans 	 
	 	 	Title:  	Vice President 	 
	 
	 	State of California Public Employees’ 

     Retirement System

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








CONSENT OF GUARANTORS




Dated as of October __, 2006





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



[Signature pages follow]





 









 








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



	 	 	 	 	 
	 	TERRA 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.)

MISSCHEM NITROGEN, L.L.C.

TERRA HOUSTON AMMONIA, INC. (F/K/A
    MISSISSIPPI
CHEMICAL MANAGEMENT COMPANY)

MELAMINE CHEMICALS, INC.

TERRA NITROGEN GP HOLDINGS INC.

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	Vice President 	 
	 
	 	TERRA NITROGEN (U.K.) LIMITED

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	Director 	 
	 
	 	TERRA (U.K.) HOLDINGS INC.

 	 
	 	By:  	/s/ F. G. Meyer
 	 
	 	 	Name:  	Francis G. Meyer 	 
	 	 	Title:  	President 	 
	 



[CONSENT TO AMENDMENT NO. 3 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]