CONTRIBUTION AND ASSUMPTION AGREEMENT (4,732,621 Common Units)
Exhibit A
CONTRIBUTION AND ASSUMPTION AGREEMENT
(4,732,621 Common Units)
(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.
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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 Xxxx 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.]
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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 |
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| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Vice President, General Counsel and Corporate Secretary | |||
| TERRA LP HOLDINGS LLC, a Delaware limited liability company |
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| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Vice President and Corporate Secretary | |||
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