0000950137-08-002971 Sample Contracts

Contract
Employment Severance Agreement • February 28th, 2008 • Terra Industries Inc • Agricultural chemicals • Iowa

AMENDMENT NUMBER ONE (the “Amendment”), dated as of [•], between Terra Industries Inc., a Maryland corporation (the “Company”), and [NAME] (the “Executive”), to the Employment Severance Agreement (the “Employment Severance Agreement”), dated as of October 5, 2006, between the Company and the Executive.

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Contract
Performance Share Award Agreement • February 28th, 2008 • Terra Industries Inc • Agricultural chemicals

AMENDMENT (the “Amendment”), dated as of [•], to the Performance Share Award Agreement(s) (the “Award Agreement(s)”), between Terra Industries Inc. (“Terra”) and [NAME].

AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 28th, 2008 • Terra Industries Inc • Agricultural chemicals • New York

Amendment No. 4 (this “Amendment”), dated as of February 2, 2007, 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 Borrower

AMENDMENT NO. 5 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 28th, 2008 • Terra Industries Inc • Agricultural chemicals • New York

Amendment No. 5 (this “Amendment”), dated as of July 11, 2007, 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,

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 28th, 2008 • Terra Industries Inc • Agricultural chemicals • New York

Amendment No. 6 (this “Amendment”), dated as of August 28, 2007, 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

Contract
Restricted Share Agreement • February 28th, 2008 • Terra Industries Inc • Agricultural chemicals

AMENDMENT (the “Amendment”), dated as of [•], to the Restricted Share Agreement(s) (the “Award Agreement(s)”), between Terra Industries Inc. (“Terra”) and [NAME].

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