THIRD SUPPLEMENTAL
INDENTURE
This
Third Supplemental Indenture (the “ Third Supplemental
Indenture ”) is made and entered into this 16th day of
October, 2009 by and among Terra Capital, Inc., a Delaware
corporation (the “ Company ”), Terra Industries
Inc., a Maryland corporation, as parent guarantor (the “
Parent ”), each of the subsidiaries of the Company
listed in Appendix I attached hereto (each, together with
the Parent, the “ Guarantors ”) and U.S. Bank
National Association, as trustee under the Indenture referred to
below (the “ Trustee ”).
WHEREAS,
the Company, the Guarantors and the Trustee are parties to an
Indenture (as such may be amended from time to time, the “
Indenture ”), dated as of February 2, 2007, as
supplemented by the First Supplemental Indenture dated as of
January 9, 2008, and the Second Supplemental Indenture dated
as of April 27, 2009, relating to the Company’s 7%
Senior Notes due 2017 (the “ Notes
”);
WHEREAS,
pursuant to its offer to purchase and consent solicitation
statement dated September 24, 2009 (the “ Offer to
Purchase ”), the Company commenced a tender offer for any
and all of the outstanding Notes (the “ Tender Offer
”) and solicited the consents of the holders of the Notes to
the Proposed Amendments (the “ Consent Solicitation
”);
WHEREAS,
the approval of the holders of a majority of the aggregate
principal amount of the Notes outstanding (not including any Notes
owned by the Company or by any person directly or indirectly
controlling or controlled by or under direct or indirect common
control with the Parent) is sufficient to amend the terms of the
Indenture as set forth herein;
WHEREAS,
having received the approval of the holders of at least a majority
of the aggregate principal amount of the Notes outstanding (not
including any Notes owned by the Company or by any person directly
or indirectly controlling or controlled by or under direct or
indirect common control with the Parent) pursuant to
Section 9.2 of the Indenture, the Company and the Trustee
desire to amend the Indenture, as provided hereinafter;
and
WHEREAS,
all things necessary to make this Third Supplemental Indenture the
legal, valid and binding obligation of the Company, the Parent and
the Guarantors, upon its execution, have been done;
NOW,
THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged, the parties agree as follows for the benefit
of each other and for the equal and ratable benefit of the holders
of the Notes:
1.
Capitalized Terms . Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
2.
Deletion of Certain Provisions . Each of the following
sections of the Indenture is hereby deleted in its entirety and
replaced with “Intentionally Omitted” and all
references in the Indenture to such sections shall also be deleted
in their entirety:
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Sections 4.4 ( Payment of
Taxes and Other Claims ),
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Section 4.5 ( Additional
Guarantees ),
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Section 4.6 ( SEC
Reports ),
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Section 4.7 ( Compliance
Certificate ),
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Section 4.8 ( Change of
Control ),
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Section 4.9 ( Limitation on
Incurrence of Indebtedness ),
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Section 4.10 ( Limitation on
Restricted Payments ),
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Section 4.11 ( Limitation on
Liens ),
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Section 4.12 ( Limitation on
Transactions with Affiliates ),
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Section 4.13 ( Limitation on
Asset Sales ),
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Section 4.14 ( Limitation on
Dividend and Other Restrictions Affecting Restricted
Subsidiaries ),
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Section 4.15 ( Limitation on
Sale and Leaseback Transactions ),
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Section 4.17 ( Conduct of
Business ),
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Section 4.18 ( Maintenance
of Properties; Insurance; Compliance with Law ),
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Section 4.19 ( Covenant
Suspension ),
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Subsections (d)(1) and (d)(2) of
Section 5.1 ( Merger, Consolidation and Sale of Assets
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Subsections (iii), (iv), (v),
(vi) and (ix) of Section 6.1 ( Events of
Default ), and
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Section 10.7 ( Execution of
Supplemental Indenture for Future Guarantors ).
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3.
Amendment of Section 6.1(vii) . Section 6.1(vii)
of the Indenture is hereby deleted in its entirety and replaced
with the following:
(vii) a court
having jurisdiction in the premises enters (x) a decree or
order for relief in respect of Issuer or Parent in an involuntary
case or proceeding unde
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