Exhibit 99.3
NOTICE OF GUARANTEED DELIVERY
TERRA CAPITAL, INC.
With Respect to
the Exchange Offer
Pursuant to the Prospectus Dated , 2002
This form must be used by a holder of the $200,000,000 in aggregate
principal amount of the 12.875% Senior Secured Notes due 2008 (the "Outstanding
Securities") of Terra Capital, Inc., a Delaware corporation (the "Issuer"), who
wishes to tender Outstanding Securities to the Exchange Agent pursuant to the
guaranteed delivery procedures described in "The Exchange Offer--Guaranteed
Delivery Procedures" of the Issuer's Prospectus, dated , 2002 and in
Instruction 2 to the related Letter of Transmittal. Any holder who wishes to
tender Outstanding Securities pursuant to such guaranteed delivery procedures
must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery
prior to the Expiration Date of the Exchange Offer. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Prospectus or the
Letter of Transmittal.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2002 UNLESS EXTENDED (THE "EXPIRATION DATE").
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US Bank Trust National Association
(the "Principal Exchange Agent")
By Overnight Courier or Registered/Certified Mail: By Hand:
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US Bank Trust National Association US Bank Trust National Association
180 East Fifth Street 180 East Fifth Street
St. Paul, Minnesota 55101 St. Paul, Minnesota 55101
Attention: Specialized Finance Department Attention: Specialized Finance Department
4th Floor 4th Floor
Facsimile Transmission: For Information Telephone:
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(615) 244-1537
(800) 934-6802
Attention: Specialized Finance Department
Confirm Receipt of Facsimile by Telephone:
(800) 934-6802
Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Outstanding Securities set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the related
Letter of Transmittal.
The undersigned hereby tenders the Outstanding Securities listed below:
Aggregate
Principal
Certificate Number(s) (if known) of Outstanding Amount Aggregate Principal
Securities or Account Number at the Book-Entry Facility Represented Amount Tendered
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PLEASE SIGN AND COMPLETE
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Securities of Registered Holder(s)
or Authorized Signatory: __________ Date: _________________________, 2001
___________________________________ Address: ____________________________
___________________________________ _____________________________________
Name(s) or Registered Holder(s): __ Area Code and Telephone No. _________
_____________________________________________________________________________
_____________________________________________________________________________
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This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as
their name(s) appear on certificates for Outstanding Securities or on a security
position listing as the owner of Outstanding Securities, or by person(s)
authorized to become holder(s) by endorsements and documents transmitted with
this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information.
Please print name(s) and address(es)
Name(s):
Capacity:
Address(es):
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or is a
commercial bank or trust company having an office or correspondent in the United
States, or is otherwise an "eligible guarantor institution" within the meaning
of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
guarantees deposit with the Exchange Agent of the Letter of Transmittal (or
facsimile thereof), together with the Outstanding Securities tendered hereby in
proper form for transfer (or confirmation of the book-entry transfer of such
Outstanding Securities into the Exchange Agent's account at the Book-Entry
Transfer Facility described in the Prospectus under the caption "The Exchange
Offer" and in the Letter of Transmittal) and any other required documents, all
by 5:00 p.m., New York City time, on the third New York Stock Exchange trading
day following the Expiration Date
Name of firm:
(Authorized Signature)
Address:
Name:
(Please Print)
Title:
(Include Zip Code)
Area Code and Tel. No.
Dated: , 2001
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DO NOT SEND OUTSTANDING SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF
OUTSTANDING SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN
EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address as set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole risk
of the holder, and the delivery will be deemed made only when actually received
by the Exchange Agent. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. As an alternative to
delivery by mail, the holders may wish to consider using an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedures, see
Instruction 2 of the related Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Outstanding
Securities referred to herein, the signature must correspond with the name(s)
written on the face of the Outstanding Securities without alteration,
enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is
signed by the Trustee whose name appears on a security position listing as the
owner of the Outstanding Securities, the signature must correspond with the
name shown on the security position listing as the owner of the Outstanding
Securities.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Outstanding Securities listed or a participant of
the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Outstanding Securities or signed as the name of the
participant shown on the Book-Entry Transfer Facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Issuer of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.
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