SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.31
The Second Supplemental Indenture (the “Second Supplemental Indenture”) is made and
entered into this 27th day of April 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 “Existing Guarantors”), the
subsidiaries, Terra Global Holding Company Inc., a Delaware corporation, Terra Investment Fund LLC,
an Oklahoma limited liability company, and Terra Investment Fund II LLC, an Oklahoma limited
liability company (each, a “New Guarantor”) and U.S. Bank National Association, as trustee
under the Indenture referred to below (the “Trustee”).
WITNESSETH
WHEREAS, the Company, the Existing 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, relating to the
Company’s 7% Senior Notes due 2017 (the “Notes”);
WHEREAS, Section 4.5 and Section 10.7 of the Indenture each require the Company to cause each
new Restricted Subsidiary (other than any Foreign Subsidiary) to execute and deliver to the Trustee
a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally
guarantee all of the Company’s obligations under the Indenture and the Notes;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Company and the Trustee can execute the
Second Supplement Indenture without consent of holders.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is acknowledged,
each New Guarantor hereby agrees to guarantee the Company’s obligations under the Notes on the
terms and subject to the conditions set forth in Article 10 of the Indenture. From and after the
date hereof, each New Guarantor shall be a Guarantor for all purposes under the Indenture and the
Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Each New Guarantor hereby agrees to guarantee the
Company’s obligations under the Notes on the terms and subject to the conditions set forth in
Article 10 of the Indenture. From and after the date hereof, each New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.
3. Incorporation of Terms of Indenture. The obligations of each New Guarantor under
the Guarantee shall be governed in all respects by the terms of the Indenture and shall constitute
a Guarantee thereunder. Each New Guarantor shall be bound by the terms of the Indenture as they
relate to the Guarantee.
4. No Personal Liability of Directors, Officers, Employees or Stockholders. No
director, officer, employee, member or stockholder of each of the New Guarantors, as such, will
have any liability for any obligations of the Company, any Existing Guarantor or any New Guarantor
under the Notes, the Indenture, the Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and
releases the Company, each Existing Guarantor and each New Guarantor from all such liability. The
waiver and release are part of the consideration for issuance of the Guarantee by each New
Guarantor.
5. GOVERNING LAW. THE SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
6. Counterparts. The Second Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed an original; but all such counterparts shall together
constitute but one and the same instrument.
7. Effect of Headings. The Section headings herein are for convenience only and shall
not affect the construction hereof.
8. Trustee. The recitals contained herein shall be taken as the statements of the
Company, the Existing Guarantors and each New Guarantor, and the Trustee assumes no responsibility
for their correctness.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the day and year first above written.
| TERRA CAPITAL, INC. | ||||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | Vice President and Corporate Secretary | |||||
| TERRA INDUSTRIES INC. | ||||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | Vice President, General Counsel and Corporate Secretary | |||||
| BEAUMONT AMMONIA INC. | ||||||
| BEAUMONT HOLDINGS CORPORATION | ||||||
| BMC HOLDINGS INC. | ||||||
| PORT XXXX CORPORATION | ||||||
| TERRA CAPITAL HOLDINGS, INC. | ||||||
| TERRA ENVIRONMENTAL TECHNOLOGIES INC. | ||||||
| TERRA INTERNATIONAL, INC. | ||||||
| TERRA INTERNATIONAL (OKLAHOMA) INC. | ||||||
| TERRA METHANOL CORPORATION | ||||||
| TERRA NITROGEN CORPORATION | ||||||
| TERRA REAL ESTATE CORP. | ||||||
| TERRA (U.K.) HOLDINGS INC. | ||||||
| TERRA MISSISSIPPI HOLDINGS CORP. | ||||||
| TERRA MISSISSIPPI NITROGEN, INC. | ||||||
| XXXXX XXXXXXX AMMONIA, INC. | ||||||
| TERRA NITROGEN GP HOLDINGS, INC. | ||||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | Acting in the capacities identified on Appendix I hereto with respect to each of the Existing Guarantors | |||||
| TERRA GLOBAL HOLDING COMPANY INC. | ||||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | ||||||
| TERRA INVESTMENT FUND LLC | ||||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | ||||||
| TERRA INVESTMENT FUND II LLC | ||||||
| By: | /s/ Xxxx X. Xxxx | |||||
| Name: | Xxxx X. Xxxx | |||||
| Title: | ||||||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||||
| Name: | Xxxxxxx Xxxxxxxx | |||||
| Title: | Vice President | |||||
| APPENDIX I |
| Subsidiaries of the Company | Position of Xxxx X. Xxxx | |
Xxxxxxxx Ammonia Inc.
|
Vice President and Corporate Secretary | |
Beaumont Holdings Corporation
|
Vice President and Corporate Secretary | |
BMC Holdings Inc.
|
Vice President and Corporate Secretary | |
Port Xxxx Corporation
|
Vice President and Corporate Secretary | |
Terra Capital Holdings, Inc.
|
Vice President and Corporate Secretary | |
Terra Environmental Technologies Inc.
|
Vice President and Corporate Secretary | |
Terra International, Inc.
|
Vice President and Corporate Secretary | |
Terra International (Oklahoma) Inc.
|
Vice President, General Counsel and Corporate Secretary | |
Terra Methanol Corporation
|
Vice President and Corporate Secretary | |
Terra Nitrogen Corporation
|
Vice President and Corporate Secretary | |
Terra Real Estate Corp.
|
Vice President and Corporate Secretary | |
Terra (U.K.) Holdings Inc.
|
Vice President, General Counsel and Corporate Secretary | |
Terra Mississippi Holdings Corp.
|
Vice President | |
Terra Mississippi Nitrogen, Inc.
|
Vice President and Corporate Secretary | |
Xxxxx Xxxxxxx Ammonia, Inc.
|
Vice President, General Counsel and Corporate Secretary | |
Terra Nitrogen GP Holdings, Inc.
|
Vice President and Corporate Secretary |
