Schedule 13D/A

0000950123-09-071903.txt : 20091218 0000950123-09-071903.hdr.sgml : 20091218 20091218154257 ACCESSION NUMBER: 0000950123-09-071903 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 GROUP MEMBERS: TERRA CAPITAL HOLDINGS, INC. GROUP MEMBERS: TERRA CAPITAL, INC. GROUP MEMBERS: TERRA INDUSTRIES INC. GROUP MEMBERS: TERRA LP HOLDINGS LLC GROUP MEMBERS: TERRA NITROGEN CORPORATION GROUP MEMBERS: TERRA NITROGEN GP INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NITROGEN CORP CENTRAL INDEX KEY: 0001162145 IRS NUMBER: 721159610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 FOURTH ST STREET 2: POST OFFFICE BOX 600 CITY: SIOUX CITY STATE: IA ZIP: 51102 BUSINESS PHONE: 712 277 1340 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NITROGEN CO L P /DE CENTRAL INDEX KEY: 0000879575 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 731389684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46987 FILM NUMBER: 091250135 BUSINESS ADDRESS: STREET 1: TERRA CENTRE 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: TERRA CENTER 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 SC 13D/A 1 c93885sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

Terra Nitrogen Company, L.P.

(Name of Issuer)

Common Units of Limited Partnership Interests

(Title of Class of Securities)

881005 20 1

(CUSIP Number)

John W. Huey
Terra Industries Inc.
Terra Centre
600 Fourth Street
Sioux City, Iowa 51102-6000
(712) 277-1340

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 4, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		881005 20 1

NAMES OF REPORTING PERSONS

TERRA LP HOLDINGS LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

4,732,621*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

4,732,621*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,732,621*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

25.6%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO (Limited Liability Company

Page 2 of 12 Pages


CUSIP No.		881005 20 1

NAMES OF REPORTING PERSONS

TERRA NITROGEN CORPORATION (due to direct ownership of 6,439,793 Common Units and indirect ownership of 4,732,621 Common Units through its wholly owned subsidiary, Terra LP Holdings LLC)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

11,172,414*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

11,172,414*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,172,414*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

60.4%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* See Item 5.

Page 3 of 12 Pages


CUSIP No.		881005 20 1

NAMES OF REPORTING PERSONS

TERRA CAPITAL, INC. (due to direct ownership of 2,716,600 Common Units and indirect ownership of 11,172,414 Common Units through its wholly owned subsidiary, Terra Nitrogen Corporation)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

13,889,014*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

13,889,014*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,889,014*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

75.1%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* See Item 5.

Page 4 of 12 Pages


CUSIP No.		881005 20 1

NAMES OF REPORTING PERSONS

TERRA CAPITAL HOLDINGS, INC. (Solely due to indirect ownership through its wholly owned subsidiary, Terra Capital, Inc.)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

13,889,014*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

13,889,014*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,889,014*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

75.1%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* See Item 5.

Page 5 of 12 Pages


CUSIP No.		881005 20 1

NAMES OF REPORTING PERSONS

TERRA INDUSTRIES INC. (Solely due to indirect ownership through its wholly owned subsidiary, Terra Capital Holdings, Inc.)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE

SOLE VOTING POWER

NUMBER OF

13,889,014*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

13,889,014*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,889,014*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

75.1%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* See Item 5.

Page 6 of 12 Pages


CUSIP No.		881005 20 1


1	NAMES OF REPORTING PERSONS TERRA NITROGEN GP INC.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	DELAWARE

		7	SOLE VOTING POWER

NUMBER OF			0

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	0%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 7 of 12 Pages


CUSIP No.		881005 20 1

Item 1. Security and Issuer.

This Amendment No. 11 amends the Schedule 13D dated March 31, 1997 (as amended by Amendments Nos. 1 through 10 and this Amendment No. 11, the “Schedule 13D”) of the Reporting Persons relating to Common Units of limited partnership interests (the “Common Units”) of Terra Nitrogen Company, L.P., a Delaware limited partnership (“TNCLP”). The principal executive offices of TNCLP are at 600 Fourth Street, Sioux City, Iowa 51101.

Item 2. Identity and Background.

Item 2 is hereby amended by deleting the first sentence of the first paragraph under section (a) and replacing it with the following:

“This Statement is being jointly filed by each of the following persons pursuant to Rule 13d-(1)(f) of the Securities Exchange Act of 1934, as amended (the “Act”): (i) Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”), by virtue of its direct beneficial ownership of Common Units, (ii) Terra Nitrogen Corporation, a Delaware corporation (“TNC”), by virtue of its direct beneficial ownership of Common Units; (iii) Terra Nitrogen GP Inc., a Delaware corporation (“TN GP”), by virtue of its participation in a “group” under Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended; (iv) Terra Capital, Inc., a Delaware corporation (“Terra Capital”), by virtue of its direct beneficial ownership of Common Units and by virtue of its ownership of all the outstanding common stock of TNC; (v) Terra Capital Holdings, Inc., a Delaware corporation (“Terra Holdings”), by virtue of its ownership of all the outstanding common stock of Terra Capital; (v) Terra Industries Inc., a Maryland corporation (“Terra”), by virtue of its ownership of all the outstanding common stock of Terra Holdings; (LP Holdings, TNC, TN GP, Terra Capital, Terra Holdings, and Terra, are collectively referred to herein as the “Reporting Persons”).”

Item 2 is hereby further amended by deleting section (c) and replacing it with the following:

(c) LP Holdings is a newly formed affiliate of TNC which was formed to hold Common Units contributed to it by TNC. TNC was, prior to September 1, 2005, the general partner of TNCLP. TN GP is the general partner of TNCLP and acquired the general partner interest in TNCLP from TNC on September 1, 2005. Terra Capital is primarily a holding company which holds the stock of significant operating subsidiaries of Terra. Terra Holdings is a holding company which holds the stock of Terra Capital. Terra is a holding company which holds the stock of Terra Holdings and certain other subsidiaries.”

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by the addition of the following paragraph as the fourth paragraph thereof:

Page 8 of 12 Pages


CUSIP No.		881005 20 1

“TNC transferred Common Units to LP Holdings as a contribution to LP Holdings’ capital.”

Item 4. Purpose of Transaction.

Item 4 is hereby amended by the deletion of the existing third, fourth and fifth paragraphs and substituting in its place the following paragraphs:

“Under the terms of TNCLP’s Agreement of Limited Partnership, the general partner of TNCLP has exclusive authority to manage the business and operations of TNCLP. As indirect sole owner of TN GP, Terra has the power to elect the board of directors of TN GP and therefore may be deemed to effectively control the management of TN GP.

On December 4, 2009, TNC entered into a Contribution and Assumption Agreement (the “Contribution Agreement”) with LP Holdings. Pursuant to the Contribution Agreement, TNC contributed 4,732,621 Common Units to LP Holdings.”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting the text thereof and replacing it with the following:

“(a) LP Holdings is the direct beneficial owner of 4,732,621 Common Units, which in the aggregate represents approximately 25.6% of the outstanding Common Units. TNC is the direct beneficial owner of 6,439,793 Common Units, and, by virtue of its ownership of all the outstanding common stock of LP Holdings, may be deemed to possess indirect beneficial ownership of the Common Units owned by LP Holdings. Thus, TNC’s direct and indirect ownership in the aggregate represents approximately 60.4% of the outstanding Common Units. Terra Capital is the direct beneficial owner of 2,716,600 Common Units and, by virtue of its ownership of all the outstanding common stock of TNC, may be deemed to possess indirect beneficial ownership of the Common Units owned by LP Holdings and TNC. Thus, Terra Capital’s direct and indirect ownership in the aggregate represents approximately 75.1% of the outstanding Common Units.

By virtue of its ownership of all the outstanding common stock of Terra Capital, Terra Holdings may be deemed to possess indirect beneficial ownership of the Common Units beneficially owned by LP Holdings, TNC and Terra Capital. By virtue of its ownership of all the outstanding common stock of Terra Holdings, Terra may be deemed to possess indirect beneficial ownership of the Common Units beneficially owned by LP Holdings, TNC and Terra Capital.

The filing of this Statement shall not be construed as an admission by any Reporting Person that, for the purpose of Section 13(d) or 13(g) of the Act, such Reporting Person is the beneficial owner of any securities covered by this Statement other than securities owned of record by such Reporting Person.

Page 9 of 12 Pages


CUSIP No.		881005 20 1

Except as indicated in this Item 5 or as set forth below, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons named in Annex A to this Statement owns beneficially, or has any right to acquire, directly or indirectly, any Common Units. Certain of the persons named in Annex A to this Statement beneficially own Common Units in the amounts set forth next to their names in Annex A.

(b) LP Holdings has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 4,732,621 Common Units directly owned by LP Holdings. TNC has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 6,439,793 Common Units directly owned by TNC. Terra Capital has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 2,716,600 Common Units directly owned by Terra Capital.

By virtue of its ownership of all the outstanding common stock of LP Holdings, TNC may be deemed to possess indirect beneficial ownership of the Common Units directly owned by LP Holdings and may be deemed to possess the power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units beneficially owned by LP Holdings. By virtue of its ownership of all the outstanding common stock of TNC, Terra Capital may be deemed to possess indirect beneficial ownership of the Common Units beneficially owned by LP Holdings and TNC and may be deemed to possess the power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units beneficially owned by LP Holdings and TNC. By virtue of its ownership of all the outstanding common stock of Terra Capital, Terra Holdings may be deemed to possess indirect beneficial ownership of the Common Units beneficially owned by LP Holdings, TNC and Terra Capital and may be deemed to possess the power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units beneficially owned by LP Holdings, TNC and Terra Capital. By virtue of its ownership of all the outstanding common stock of Terra Holdings, Terra may be deemed to possess indirect beneficial ownership of the Common Units beneficially owned by LP Holdings, TNC and Terra Capital and may be deemed to possess the power to vote or direct the vote and the power to dispose of or direct the disposition of the Common Units beneficially owned by LP Holdings, TNC and Terra Capital.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Common Units beneficially owned by LP Holdings, TNC and Terra Capital.

(e) Not applicable.”

Page 10 of 12 Pages


CUSIP No.		881005 20 1

Item 6. Material to be filed as Exhibits.

The following is added as an exhibit:

Contribution and Assumption Agreement

Page 11 of 12 Pages


CUSIP No.		881005 20 1

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: December 18, 2009


TERRA LP HOLDINGS LLC
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President and Corporate Secretary

TERRA NITROGEN CORPORATION
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President, General Counsel and Corporate Secretary

TERRA NITROGEN GP INC.
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President, General Counsel and Corporate Secretary

TERRA CAPITAL, INC.
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President and Corporate Secretary

TERRA CAPITAL HOLDINGS, INC.
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President and Corporate Secretary

TERRA INDUSTRIES INC.
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President, General Counsel and Corporate Secretary

Page 12 of 12 Pages

EX-99.A 2 c93885exv99wa.htm EXHIBIT A Exhibit A

Exhibit A

CONTRIBUTION AND ASSUMPTION AGREEMENT
(4,732,621 Common Units)

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of December 4, 2009, is entered into by and between Terra Nitrogen Corporation, a Delaware corporation (“TNC”) and Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”).

RECITALS

WHEREAS, TNC holds 11,172,414 Common Units (the “Common Units”) representing limited partner interests in Terra Nitrogen Company, L.P., a Delaware limited partnership; and

WHEREAS, TNC has caused LP Holdings to be formed and desires to contribute 4,732,621 of the Common Units (the “Subject Interests”) to LP Holdings.

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the parties to this Agreement undertake and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. In addition to the capitalized terms defined in the opening paragraph of this Agreement, the following capitalized terms shall have the meanings given below.

“Agreement” means this Contribution and Assumption Agreement.

“Common Units” has the meaning assigned to such term in the Recitals to this Agreement.

“LP Holdings” has the meaning assigned to such term in the opening paragraph of this Agreement.

“Subject Interests” has the meaning assigned to such term in the Recitals to this Agreement.

“Subject Interest Liabilities” has the meaning assigned to such term in Section 3.1.

“TNC” has the meaning assigned to such term in the opening paragraph of this Agreement

ARTICLE II

CONTRIBUTION OF SUBJECT INTERESTS

Section 2.1 Contribution. TNC hereby contributes the Subject Interests to LP Holdings, and its successors and assigns, and LP Holdings hereby accepts such interests, as a contribution to LP Holdings’ capital, at and as of the date hereof.

ARTICLE III

ASSUMPTION OF LIABILITIES

Section 3.1 Assumption of Liabilities. In connection with the contribution by TNC of the Subject Interests to LP Holdings, LP Holdings hereby assumes and agrees to duly and timely pay, perform and discharge all liabilities arising out of or related to the ownership of the Subject Interests (the “Subject Interest Liabilities”) to the extent arising or accruing on and after the date of transfer thereof to LP Holdings, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of TNC or its affiliates, to the full extent that TNC has been heretofore or would have been in the future obligated to pay, perform and discharge the Subject Interest Liabilities were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Subject Interest Liabilities shall not (a) increase the obligation of LP Holdings with respect to the Subject Interest Liabilities beyond that of TNC, (b) waive any valid defense that was available to TNC with respect to the Subject Interest Liabilities or (c) enlarge any rights or remedies of any third party, if any, under any of the Subject Interest Liabilities.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Further Assurances. From time to time after the date hereof, and without any further consideration, each of the parties to this Agreement shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

Section 4.2 Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including without limitation, all Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Articles, Sections, and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles, Sections and Exhibits of this Agreement, respectively, and all such Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

Section 4.3 Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the parties signatory hereto and their respective successors and assigns.

Section 4.4 No Third-Party Rights. The provisions of this Agreement are intended to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.

Section 4.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

Section 4.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the contributed assets are deemed located, shall apply.

Section 4.7 Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement.

Section 4.8 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto.

Section 4.9 Integration. This Agreement supersedes all previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter. This document is an integrated agreement which contains the entire understanding of the parties. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

Section 4.10 Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed” or “assignment” of the assets and interests referenced herein.

[Remainder of This Page Intentionally Left Blank.]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.


TERRA NITROGEN CORPORATION, a Delaware corporation
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President, General Counsel and Corporate Secretary

TERRA LP HOLDINGS LLC, a Delaware limited liability company
By:	/s/ John W. Huey
	Name:	John W. Huey
	Title:	Vice President and Corporate Secretary

Signature Page to
Contribution and Assumption Agreement
(4,732,621 Common Units)