TERRA CAPITAL, INC. $330,000,000 7% Senior Notes Due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2007 • Terra Industries Inc • Agricultural chemicals • New York
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 Purchaser”) its 7% Senior Notes Due 2017 (the “Notes”) upon the terms set forth in a purchase agreement of even date herewith (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 February 2, 2007, among the Company, Terra Industries Inc., a Maryland corporation (“Parent”), as guarantor, the other guarantors listed on the signature pages hereof (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 and the Security Documents (as defined in the Indenture). To induce the Init
TERRA CAPITAL, INC., as Company, THE GUARANTORS party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee 7% Senior Notes due 2017 INDENTURE Dated as of February 2, 2007Indenture • February 6th, 2007 • Terra Industries Inc • Agricultural chemicals • New York
INDENTURE dated as of February 2, 2007, among TERRA CAPITAL, INC., a Delaware corporation (“Terra Capital,” “Issuer” or the “Company”), TERRA INDUSTRIES INC., a Maryland corporation, as parent guarantor (“Parent”), certain of Parent’s subsidiaries party hereto (each a “Guarantor” and, collectively with Parent, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
