AMENDED AND RESTATED
DEMAND DEPOSIT AGREEMENT
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Sioux City, Iowa
August 20, 1996
FOR VALUE RECEIVED, Terra Capital, Inc., a Delaware corporation ("TCI"),
hereby promises to pay to the order of Terra Nitrogen, Limited Partnership, a
Delaware limited partnership or its successors or assigns as the case may be
("TNLP"), at Tulsa, Oklahoma, or such other place as may be specified in writing
by TNLP, the aggregate amount of all cash deposited from time to time by TNLP
with TCI under this agreement, together with interest thereon at an annual rate
(the "Reference Rate") equal to the higher of (1) the rate of interest charged
to TCI as "Eurodollar Rate Advances" for borrowings under its Amended and
Restated Credit Agreement dated as of December 14, 1995 among TCI, TNLP, certain
Lenders, Issuing Banks and Citibank, N.A., as Agent, as from time to time
amended or replaced (the "Credit Agreement") and (2) the rate of interest equal
to the "Cost Rate" under the Purchase and Sale Agreement dated as of August 20,
1996 among Terra International, Inc., TNLP, Beaumont Methanol, Limited
Partnership, Terra Funding Corporation, and TCI. If computed on the basis of
subsection (1) above, the Reference Rate will be an adjusted monthly rate being
the average of the eurodollar rate on the first and last business day of each
month as quoted in the Midwest Edition of The Wall Street Journal plus the
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Applicable Margin (as defined in the Credit Agreement) applied to the average
daily outstanding advances for each month.
TNLP may deposit funds in this agreement with TCI at any time. Any funds
requested to be withdrawn from TCI by TNLP shall be payable immediately on the
demand of TNLP. Accrued interest shall be credited or paid within five business
days after the end of each month.
This agreement shall be governed by the laws of the state of Iowa.
IN WITNESS WHEREOF, TCI has executed this agreement as of the date first
above written.
TERRA CAPITAL, INC.
By: /S/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Vice President
ACKNOWLEDGEMENT:
Terra Nitrogen, Limited Partnership
By: Terra Nitrogen Corporation
Its: General Partner
By: /S/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Vice President and Controller
