0001193125-05-221469 Sample Contracts

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Terra Industries Inc • Agricultural chemicals • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of July 29, 2005, among TERRA NITROGEN, LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), TERRA NITROGEN COMPANY, L.P., a Delaware limited partnership (“TNCLP”), 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 CREDIT AGREEMENT, dated as of December 21, 2004 (as further amended hereby and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, TNCLP, 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 the Administrative Agent.

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AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Terra Industries Inc • Agricultural chemicals • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of July 29, 2005, 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 by Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of January 26, 2005 and as further amended hereby and as the same

AMENDMENT No. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Terra Industries Inc • Agricultural chemicals • New York

AMENDMENT NO. 1 (this “Amendment”), dated as and of January 26, 2005, among TERRA CAPITAL, INC., a Delaware corporation (“Terra Capital”), MISSISSIPPI CHEMICAL CORPORATION, a Mississippi corporation (“MCC”), and TERRA NITROGEN (U.K.), LIMITED, a company incorporated in England and Wales (“Terra UK”) (Terra Capital, MCC 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”), and the Lenders party hereto, amends certain provisions of the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 21, 2004 (as amended hereby and as the same may be further amended, supplemented or otherwise modified from time to time, 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 t

AMMONIUM NITRATE SUPPLY AGREEMENT By and Between TERRA MISSISSIPPI NITROGEN, INC. And ORICA USA INC. Dated July 21, 2005
Ammonium Nitrate Supply Agreement • November 9th, 2005 • Terra Industries Inc • Agricultural chemicals • Delaware

THIS AMMONIUM NITRATE SUPPLY AGREEMENT is entered into on July 21, 2005 but effective as of the Effective Date (as hereinafter defined) by and between Terra Mississippi Nitrogen, Inc. (“Seller”), a Delaware corporation with principal offices at 600 Fourth Street, Sioux City, Iowa 51101, and Orica USA Inc. (“Buyer”), a Delaware corporation with principal offices at 33101 East Quincy Avenue, Watkins, Colorado 80137.

CONVERSION AGREEMENT By and Between TERRA MISSISSIPPI NITROGEN, INC. and ORICA USA INC. Dated as of July 21, 2005
Conversion Agreement • November 9th, 2005 • Terra Industries Inc • Agricultural chemicals • Delaware

This CONVERSION AGREEMENT (the “Agreement”) is made the 21st day of July, 2005 (“Effective Date”), by and between TERRA MISSISSIPPI NITROGEN, INC. (“Seller”), a Delaware corporation with principal offices at 600 Fourth Street, Sioux City, Iowa 51101, and ORICA USA INC. (“Buyer”), a Delaware corporation with principal offices at 33101 East Quincy Avenue, Watkins, Colorado 80137.

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