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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Terra Nitrogen Company, L.P.
(Name of Issuer)
Common Units of Limited Partnership Interests
(Title of Class of Securities)
881005 20 1
(CUSIP Number)
Douglas C. Barnard
Senior Vice President, General Counsel and Secretary
CF Industries Holdings, Inc.
4 Parkway North, Suite 400
Deerfield, Illinois 60015
Telephone: (847) 405-2400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Brian W. Duwe
Richard C. Witzel, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
June 29, 2012
(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 Rule 13d-1(e), 13d-1(f) or 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(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
(Continued on following pages)
CUSIP No. 881005 20 1 |
13D/A |
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* See Item 5.
CUSIP No. 881005 20 1 |
13D/A |
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* See Item 5.
CUSIP No. 881005 20 1 |
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* See Item 5.
CUSIP No. 881005 20 1 |
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* See Item 5.
CUSIP No. 881005 20 1 |
13D/A |
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* See Item 5.
CUSIP No. 881005 20 1 |
13D/A |
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* See Item 5.
CUSIP No. 881005 20 1 |
13D/A |
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Item 1. Security and Issuer.
This Amendment No. 3 amends the statement on Schedule 13D filed April 15, 2010, as amended by Amendment No. 1 filed December 22, 2010, and as amended by Amendment No. 2 filed July 1, 2011 (as amended by this Amendment No. 3, this Statement) 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 4 Parkway North, Suite 400, Deerfield, IL 60015-2590.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting the text of the third, fourth, and fifth paragraphs thereof and replacing them with the following:
(a)(f) The name, business address, present principal occupation or employment and citizenship of each executive officer and director of each of the Reporting Persons is set forth on Annex A to this Statement, which is incorporated herein by reference.
(d) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons knowledge, any person named on Annex A hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons knowledge, any person named on Annex A hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
Annex A to the Statement is hereby amended by replacing it in its entirety with Annex A attached hereto.
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:
On June 30, 2012, TNC transferred 184,072 Class B Units of limited partnership interests (the Class B Units), a 0.975% limited partner interest in Terra Nitrogen, Limited Partnership, a Delaware limited partnership (the OLP), and 80% of certain Incentive Distribution Rights, as defined in Exhibit 1, to LP Holdings as a contribution to LP Holdings capital.
CUSIP No. 881005 20 1 |
13D/A |
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Item 4. Purpose of Transaction.
Item 4 is hereby amended by the addition of the following paragraph as the seventh paragraph thereof:
On June 29, 2012, TNC entered into a Contribution and Assumption Agreement (the Contribution Agreement) with LP Holdings. Pursuant to the Contribution Agreement, TNC contributed 184,072 Class B Units, a 0.975% limited partner interest in the OLP and 80% of certain Incentive Distribution Rights, to LP Holdings as a contribution to LP Holdings capital.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended by deleting the text of the fourth paragraph thereof and replacing it with the following:
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.
Item 5(c) is hereby amended by deleting the text of the first paragraph thereof and replacing it with the following:
Neither the Reporting Persons nor, to the best of the Reporting Person knowledge, any person named on Annex A hereto, has effected any transaction in the Common Units during the past 60 days.
Item 7. Material to be Filed as Exhibits.
The following document is filed as an exhibit:
Exhibit 1 Contribution and Assumption Agreement, dated as of June 29, 2012, entered into by and between Terra Nitrogen Corporation, a Delaware corporation and Terra LP Holdings LLC, a Delaware limited liability company.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 10, 2012
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CF INDUSTRIES HOLDINGS, INC. | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
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CF INDUSTRIES, INC. | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
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TERRA INDUSTRIES, INC. | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
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TERRA CAPITAL HOLDINGS, INC. | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
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TERRA CAPITAL, INC. | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
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TERRA NITROGEN CORPORATION | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
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TERRA LP HOLDINGS LLC | |
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by: |
/s/ Douglas C. Barnard |
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Name: Douglas C. Barnard |
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Title: Senior Vice President, General Counsel, and Secretary |
EXHIBIT INDEX
Exhibit |
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Exhibit Name |
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Exhibit 1 |
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Contribution and Assumption Agreement, dated as of June 29, 2012, entered into by and between Terra Nitrogen Corporation, a Delaware corporation and Terra LP Holdings LLC, a Delaware limited liability company. |
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS
The following is a list of the executive officers and directors of the Reporting Persons, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, the current business address of each person is 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590. All executive officers and directors listed below are citizens of the United States. Capitalized terms used but not otherwise defined in this Annex A have the meaning ascribed to them in this Amendment to the Schedule 13D, to which this Annex A is attached.
Board of Directors of CF Holdings.
Name |
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Present Position with CF Holdings |
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Business Address |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, CF Holdings |
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Robert C. Arzbaecher |
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Director, CF Holdings |
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N86 W12500 Westbrook Crossing, Menomonee Falls, Wisconsin 53051 |
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William Davisson |
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Director, CF Holdings |
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Stephen A. Furbacher |
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Director, CF Holdings |
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Stephen J. Hagge |
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Director, CF Holdings President and Chief Executive Officer, AptarGroup, Inc., a global supplier of innovative dispensing systems for the fragrance/cosmetic, personal care, pharmaceutical, household and food/beverage markets |
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475 West Terra Cotta Avenue, Suite E Crystal Lake, Illinois 60014-9695 |
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John D. Johnson |
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Director, CF Holdings |
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Robert G. Kuhbach |
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Director, CF Holdings |
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Edward A. Schmitt |
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Director, CF Holdings |
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Executive Officers of CF Holdings.
Name |
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Present Position with CF Holdings |
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Stephen R. Wilson |
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Chairman of the Board, President, and Chief Executive Officer, CF Holdings |
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Douglas C. Barnard |
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Senior Vice President, General Counsel, and Secretary, CF Holdings |
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Bert A. Frost |
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Senior Vice President, Sales and Market Development, CF Holdings |
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Richard A. Hoker |
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Vice President and Corporate Controller, CF Holdings |
Wendy S. Jablow Spertus |
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Senior Vice President, Human Resources, CF Holdings |
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Dennis P. Kelleher |
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Senior Vice President and Chief Financial Officer , CF Holdings |
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Philipp P. Koch |
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Senior Vice President, Supply Chain, CF Holdings |
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Lynn F. White |
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Vice President, Corporate Development, CF Holdings |
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W. Anthony Will |
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Senior Vice President, Manufacturing and Distribution, CF Holdings |
Board of Directors of CF Industries.
Name |
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Present Position with CF Industries or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, CF Industries |
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Douglas C. Barnard |
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Director, CF Industries Senior Vice President, General Counsel, and Secretary, CF Industries |
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Dennis P. Kelleher |
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Director, CF Industries Senior Vice President and Chief Financial Officer, CF Industries |
Executive Officers of CF Industries.
Name |
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Present Position with CF Industries or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, CF Industries |
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Douglas C. Barnard |
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Senior Vice President, General Counsel, and Secretary, CF Industries |
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Bert A. Frost |
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Senior Vice President, Sales and Market Development, CF Industries |
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Richard A. Hoker |
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Vice President and Corporate Controller, CF Industries |
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Wendy S. Jablow Spertus |
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Senior Vice President, Human Resources, CF Industries |
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Dennis P. Kelleher |
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Senior Vice President and Chief Financial Officer, CF Industries |
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Philipp P. Koch |
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Senior Vice President, Supply Chain, CF Industries |
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Lynn F. White |
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Vice President, Corporate Development, CF Industries |
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W. Anthony Will |
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Senior Vice President, Manufacturing and Distribution, CF Industries |
Board of Directors of Terra:
Name |
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Present Position with Terra or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, Terra |
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Douglas C. Barnard |
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Director, Terra Senior Vice President, General Counsel, and Secretary, Terra |
Dennis P. Kelleher |
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Director, Terra Senior Vice President and Chief Financial Officer, Terra |
Executive Officers of Terra:
Name |
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Present Position with Terra or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, Terra |
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Douglas C. Barnard |
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Senior Vice President, General Counsel, and Secretary, Terra |
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Bert A. Frost |
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Senior Vice President, Sales and Market Development |
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Richard A. Hoker |
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Vice President and Corporate Controller, Terra |
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Dennis P. Kelleher |
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Senior Vice President and Chief Financial Officer, Terra |
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Philipp P. Koch |
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Senior Vice President, Supply Chain, Terra |
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W. Anthony Will |
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Senior Vice President, Manufacturing and Distribution, Terra |
Board of Directors of Terra Holdings:
Name |
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Present Position with Terra Holdings or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, Terra Holdings |
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Douglas C. Barnard |
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Director, Terra Holdings Senior Vice President, General Counsel, and Secretary, Terra Holdings |
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Dennis P. Kelleher |
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Director, Terra Holdings Senior Vice President and Chief Financial Officer, Terra Holdings |
Executive Officers of Terra Holdings:
Name |
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Present Position with Terra Holdings or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, Terra Holdings |
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Douglas C. Barnard |
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Senior Vice President, General Counsel, and Secretary, Terra Holdings |
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Bert A. Frost |
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Senior Vice President, Sales and Market Development, Terra Holdings |
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Richard A. Hoker |
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Vice President and Corporate Controller, Terra Holdings |
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Dennis P. Kelleher |
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Senior Vice President and Chief Financial Officer, Terra Holdings |
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Philipp P. Koch |
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Senior Vice President, Supply Chain, Terra Holdings |
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W. Anthony Will |
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Senior Vice President, Manufacturing and Distribution, Terra Holdings |
Board of Directors of Terra Capital:
Name |
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Present Position with Terra Capital or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, Terra Capital |
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Douglas C. Barnard |
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Director, Terra Capital Senior Vice President, General Counsel, and Secretary, Terra Capital |
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Dennis P. Kelleher |
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Director, Terra Capital Senior Vice President and Chief Financial Officer, Terra Capital |
Executive Officers of Terra Capital:
Name |
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Present Position with Terra Capital or Other Principal |
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Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, Terra Capital |
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Douglas C. Barnard |
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Senior Vice President, General Counsel, and Secretary, Terra Capital |
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Bert A. Frost |
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Senior Vice President, Sales and Market Development, Terra Capital |
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Richard A. Hoker |
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Vice President and Corporate Controller, Terra Capital |
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Dennis P. Kelleher |
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Senior Vice President and Chief Financial Officer, Terra Capital |
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Philipp P. Koch |
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Senior Vice President, Supply Chain, Terra Capital |
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W. Anthony Will |
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Senior Vice President, Manufacturing and Distribution, Terra Capital |
Board of Directors of TNC:
Name |
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Present Position with TNC or Other Principal |
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|
Stephen R. Wilson |
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Chairman of the Board, President and Chief Executive Officer, TNC |
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|
|
Douglas C. Barnard |
|
Director, TNC |
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|
|
Dennis P. Kelleher |
|
Director, TNC |
Executive Officers of TNC:
Name |
|
Present Position with TNC or Other Principal |
|
|
|
Stephen R. Wilson |
|
Chairman of the Board, President and Chief Executive Officer, TNC |
|
|
|
Douglas C. Barnard |
|
Senior Vice President, General Counsel, and Secretary, TNC |
|
|
|
Bert A. Frost |
|
Senior Vice President, Sales and Market Development, TNC |
|
|
|
Richard A. Hoker |
|
Vice President and Corporate Controller, TNC |
|
|
|
Dennis P. Kelleher |
|
Senior Vice President and Chief Financial Officer, TNC |
Philipp P. Koch |
|
Senior Vice President, Supply Chain, TNC |
|
|
|
W. Anthony Will |
|
Senior Vice President, Manufacturing and Distribution, TNC |
Board of Directors of LP Holdings:
Name |
|
Present Position with LP Holdings or Other Principal |
|
|
|
Stephen R. Wilson |
|
Chairman of the Board, President and Chief Executive Officer, LP Holdings |
|
|
|
Douglas C. Barnard |
|
Director, LP Holdings Senior Vice President, General Counsel, and Secretary, LP Holdings |
|
|
|
Dennis P. Kelleher |
|
Director, LP Holdings Senior Vice President and Chief Financial Officer, LP Holdings |
Executive Officers of LP Holdings:
Name |
|
Present Position with LP Holdings or Other Principal |
|
|
|
Stephen R. Wilson |
|
Chairman of the Board, President and Chief Executive Officer, LP Holdings |
|
|
|
Douglas C. Barnard |
|
Senior Vice President, General Counsel, and Secretary, LP Holdings |
|
|
|
Bert A. Frost |
|
Senior Vice President, Sales and Market Development, LP Holdings |
|
|
|
Richard A. Hoker |
|
Vice President and Corporate Controller, LP Holdings |
|
|
|
Dennis P. Kelleher |
|
Senior Vice President and Chief Financial Officer, LP Holdings |
|
|
|
Philipp P. Koch |
|
Senior Vice President, Supply Chain, LP Holdings |
|
|
|
W. Anthony Will |
|
Senior Vice President, Manufacturing and Distribution, LP Holdings |
Exhibit 1
CONTRIBUTION AND ASSUMPTION AGREEMENT
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of June 29, 2012, 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 received, by virtue of an assignment from Terra Nitrogen GP Inc., a Delaware corporation (GP), in that certain Conveyance, Assignment and Assumption Agreement, dated as of September 1, 2005, the right to receive the proceeds of any and all distributions to which GP may receive under the allocation specifically to the General Partner in Sections 5.4 (D), (E) or (F) (i.e. 13/99ths of all cash distributed under Section 5.4(D), 23/99ths of all cash distributed under Section 5.4(E) and 48/99ths of all cash distributed under Section 5.4(F), the Incentive Distribution Rights) of the First Amended and Restated Agreement of Limited Partnership of Terra Nitrogen Company, L.P., a Delaware limited partnership (the MLP), dated as of September 1, 2005 (the Partnership Agreement);
WHEREAS, TNC holds (a) 184,072 Class B Units representing limited partner interests in the MLP, (b) a 0.975% limited partner interest in Terra Nitrogen, Limited Partnership, a Delaware limited partnership (the OLP) and (c) 80% of the Incentive Distribution Rights (together, the Subject Interests); and
WHEREAS, TNC has caused LP Holdings to be formed and desires to transfer the Subject Interests to LP Holdings effective as of June 30, 2012.
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.
GP has the meaning assigned to such term in the Recitals to this Agreement.
Incentive Distribution Rights 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.
MLP has the meaning assigned to such term in the Recitals to this Agreement.
OLP has the meaning assigned to such term in the Recitals to this Agreement.
Partnership Agreement has the meaning assigned to such term in the Recitals to 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
TRANSFER OF SUBJECT INTERESTS
Section 2.1 Transfer. Effective as of June 30, 2012, TNC hereby contributes the Subject Interest 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 such date.
ARTICLE III
ASSUMPTION OF LIABILITIES
Section 3.1 Assumption of Liabilities. Effective concurrently with the contribution by TNC of the Subject Interest to LP Holdings, LP Holdings 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 Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable law, this Agreement shall also constitute a deed, bill of sale 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.
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TERRA NITROGEN CORPORATION, | ||
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a Delaware corporation | ||
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| ||
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| ||
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By: |
| |
|
|
Name: |
Douglas C. Barnard |
|
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Title: |
Senior Vice President, General Counsel, and Corporate Secretary |
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| ||
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TERRA LP HOLDINGS LLC, | ||
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a Delaware limited liability company | ||
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| ||
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| ||
|
By: |
| |
|
|
Name: |
Douglas C. Barnard |
|
|
Title: |
Senior Vice President, General Counsel, and Corporate Secretary |
SIGNATURE PAGE TO
CONTRIBUTION AND ASSUMPTION AGREEMENT
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