Terra Nitrogen Co L P /De Sample Contracts

PROMISSORY NOTE ---------------
Promissory Note • March 19th, 2002 • Terra Nitrogen Co L P /De • Agricultural chemicals
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Credit Agreement • May 10th, 2000 • Terra Nitrogen Co L P /De • Agricultural chemicals • New York
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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 7th, 2018 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 7, 2018, by and between Terra Nitrogen Company, L.P., a Delaware limited partnership (the “Partnership”), and Terra Nitrogen GP Inc., a Delaware corporation (“TNGP”). Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Partnership Agreement (as defined below).

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TERRA NITROGEN, LIMITED PARTNERSHIP
Agreement of Limited Partnership • September 7th, 2005 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TERRA NITROGEN, LIMITED PARTNERSHIP, dated as of September 1, 2005, is entered into by and among Terra Nitrogen Corporation, a Delaware corporation (“TNC”), as General Partner and Limited Partner and Terra Nitrogen Company, L.P., a Delaware limited partnership, as Limited Partner. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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FIRST AMENDMENT TO GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT REGARDING SERVICES BY TERRA INDUSTRIES INC.
General and Administrative Services Agreement • September 7th, 2005 • Terra Nitrogen Co L P /De • Agricultural chemicals • Iowa

THIS FIRST AMENDMENT TO THE GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT REGARDING SERVICES BY TERRA INDUSTRIES INC. (this “Amendment”) is made as of September 1, 2005, by and among TERRA INDUSTRIES INC., a Maryland corporation (“Terra”), TERRA NITROGEN CORPORATION, a Delaware corporation (the “General Partner”) and TERRA NITROGEN GP INC., a Delaware corporation (the “New General Partner”). This Amendment amends the General and Administrative Services Agreement regarding Services by Terra Industries Inc., dated as of January 1, 1995 by and between Terra and the General Partner (the “Terra Services Agreement”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Terra Services Agreement.

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Contract
Deposit Agreement • February 22nd, 2018 • Terra Nitrogen Co L P /De • Agricultural chemicals • New York
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PHANTOM UNIT AGREEMENT (Amended and Restated as of October 27, 2015)
Phantom Unit Agreement • February 25th, 2016 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

You currently hold an aggregate of _________ Phantom Units of Terra Nitrogen Company, L.P. (“Terra Nitrogen”) that consist of units that were originally granted to you in equal installments on each of June 1, 2005, 2006 and 2007 and additional units that were received on account of those original grants as a result of cash distributions that were made prior to the date hereof to holders of common units representing limited partner interests of Terra Nitrogen (“Common Units”). In order to address the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder as in effect from time to time (“Section 409A”), the material terms of your Phantom Units are now set forth in this agreement (the “Agreement”).

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TERRA NITROGEN, LIMITED PARTNERSHIP
First Amended and Restated Agreement of Limited Partnership • February 27th, 2013 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

This Amendment No. 1 (this "Amendment No. 1") to the First Amended and Restated Agreement of Limited Partnership of Terra Nitrogen, Limited Partnership (the "Partnership" or "OLP"), dated as of September 1, 2005 (the "Partnership Agreement"), is hereby adopted effective as of April 26, 2012, by Terra Nitrogen GP Inc., a Delaware corporation (the "General Partner"), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

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LEASE AGREEMENT
Lease Agreement • December 30th, 2010 • Terra Nitrogen Co L P /De • Agricultural chemicals • Illinois

This LEASE AGREEMENT (this “Agreement”), is made this 29th day of December, 2010 and effective as of January 1, 2011 (the “Effective Date”), by and between TERRA NITROGEN COMPANY, L.P., a Delaware limited partnership, with an address at CF Industries Holdings, Inc., 4 Parkway North, Suite 400, Deerfield, Illinois 60015 (“Landlord”), and CF INDUSTRIES, INC., a Delaware corporation, with an address 4 Parkway North, Suite 400, Deerfield, Illinois 60015 (“Tenant”).

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AMENDMENT TO THE GENERAL AND ADMINISTRATIVE SERVICES AND PRODUCT OFFTAKE AGREEMENT
General and Administrative Services and Product Offtake Agreement • September 29th, 2010 • Terra Nitrogen Co L P /De • Agricultural chemicals

THIS AMENDMENT TO THE GENERAL AND ADMINISTRATIVE SERVICES AND PRODUCT OFFTAKE AGREEMENT (the “Agreement”) is entered into on September 28, 2010 by and between CF INDUSTRIES, INC., a Delaware corporation (“CF Industries”), TERRA INDUSTRIES INC., a Maryland corporation (“Terra”), TERRA NITROGEN GP INC., a Delaware corporation (the “General Partner”) and TERRA NITROGEN COMPANY, L.P., a Delaware limited partnership (the “Partnership”).

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FIRST AMENDMENT TO GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT REGARDING SERVICES BY TERRA NITROGEN CORPORATION
General and Administrative Services Agreement • September 7th, 2005 • Terra Nitrogen Co L P /De • Agricultural chemicals • Iowa

THIS FIRST AMENDMENT TO THE GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT REGARDING SERVICES BY TERRA NITROGEN CORPORATION (this “Amendment”) is made as of September 1, 2005, by and among TERRA INDUSTRIES INC., a Maryland corporation (“Terra”), TERRA NITROGEN CORPORATION, a Delaware corporation (the “General Partner”) and TERRA NITROGEN GP INC., a Delaware corporation (the “New General Partner”). This Amendment amends the General and Administrative Services Agreement regarding Services by Terra Nitrogen Corporation, dated as of January 1, 1995 by and between Terra and the General Partner (the “TNC Services Agreement”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the TNC Services Agreement.

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REORGANIZATION AGREEMENT
Reorganization Agreement • September 7th, 2005 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

THIS REORGANIZATION AGREEMENT, dated as of September 1, 2005, is entered into by and among Terra Nitrogen Company, L.P., a Delaware limited partnership (the “MLP”), Terra Nitrogen, Limited Partnership, a Delaware limited partnership (the “OLP”) and Terra Nitrogen Corporation, a Delaware corporation (the “General Partner”).

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PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 28th, 2008 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

You currently hold _________ Phantom Units of Terra Nitrogen Company, L.P. (“Terra Nitrogen”), of which _____ were granted to you in equal installments on each of June 1, 2005, 2006 and 2007, and _______ were received as a result of cash distributions that were made prior to the date hereof to holders of common units representing limited partner interests of Terra Nitrogen (“Common Units”). In order to address the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder as in effect from time to time (“Section 409A”), the material terms of your Phantom Units are now set forth in this agreement (the “Agreement”).

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WAIVER TO THE CREDIT AGREEMENT
Credit Agreement • April 7th, 2010 • Terra Nitrogen Co L P /De • Agricultural chemicals • New York

WAIVER (this “Waiver”), dated as of April 2, 2010, among TERRA NITROGEN, LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), TERRA NITROGEN COMPANY, L.P., a Delaware limited partnership (“TNCLP”), TERRA NITROGEN GP, INC., a Delaware corporation (“TNGP”), the Lenders party hereto, and CITICORP USA, INC., as administrative agent and collateral agent for the Lenders and the Issuers (in such capacities, the “Administrative Agent”), amends the CREDIT AGREEMENT, dated as of December 21, 2004 (as amended, supplemented or otherwise modified from time to time, including previous amendments hereto, the “Credit Agreement”), among the Borrower, TNCLP, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuing banks (the “Issuers”) and the Administrative Agent.

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TERRA NITROGEN GP INC. NON-EMPLOYEE DIRECTOR PHANTOM UNIT AND DEFERRED COMPENSATION PLAN PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • February 25th, 2011 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the Terra Nitrogen GP Inc. Non-Employee Director Phantom Unit Plan (the "Plan"). Please review this Award Agreement and promptly return a signed copy to [contact] in order to render the grant effective.

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CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • July 10th, 2012 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

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”).

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AMENDMENT TO LEASES
Lease Amendment • February 28th, 2008 • Terra Nitrogen Co L P /De • Agricultural chemicals

This Amendment to Leases (this “Amendment”) is dated effective as of , 2005. The parties hereto are the CITY OF BLYTHEVILLE, ARKANSAS (“Landlord”) and TERRA NITROGEN, LIMITED PARTNERSHIP (“Tenant”).

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SPARE PARTS SHARING AGREEMENT
Spare Parts Sharing Agreement • May 9th, 2013 • Terra Nitrogen Co L P /De • Agricultural chemicals

This Spare Parts Sharing Agreement (this “Agreement”) is made and entered into as of the 6th day of May, 2013, by and among CF Industries Nitrogen, LLC, a Delaware limited liability company (“CFN”), Terra Nitrogen, Limited Partnership, a Delaware limited partnership (“TNLP”) and Canadian Fertilizers Limited, an Alberta corporation (“CFL”).

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AMENDED AND RESTATED DEMAND DEPOSIT AGREEMENT ------------------------
Demand Deposit Agreement • March 7th, 1997 • Terra Nitrogen Co L P /De • Agricultural chemicals • Iowa

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.

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CONTRIBUTION AND ASSUMPTION AGREEMENT (4,732,621 Common Units)
Contribution and Assumption Agreement • December 18th, 2009 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

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”).

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CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Conveyance, Assignment and Assumption Agreement • September 7th, 2005 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

This CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of September 1, 2005 is made by and between Terra Nitrogen Corporation, a Delaware corporation (the “Company”), and Terra Nitrogen GP Inc., a Delaware corporation (“New GP”).

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TERRA NITROGEN COMPANY, L.P.
Limited Partnership Agreement • September 7th, 2005 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TERRA NITROGEN COMPANY, L.P., dated as of September 1, 2005, is entered into by and among Terra Nitrogen Corporation, a Delaware corporation (“TNC”), as the General Partner, together with any other Persons who are or become Partners in the Partnership as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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TANK CAR LEASE AGREEMENT
Tank Car Lease Agreement • December 30th, 2010 • Terra Nitrogen Co L P /De • Agricultural chemicals • Illinois

This agreement is made this 29th day of December, 2010 and effective as of January 1, 2011 (the “Effective Date”), between TERRA NITROGEN COMPANY, L.P., a Delaware limited partnership with an address at 4 Parkway North, Suite 400, Deerfield, Illinois 60015 (“Lessor”), and CF INDUSTRIES, INC., a Delaware corporation with an address at CF Industries Holdings, Inc., 4 Parkway North, Suite 400, Deerfield, Illinois 60015 (“Lessee”).

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TERRA NITROGEN GP INC. NON-EMPLOYEE DIRECTOR PHANTOM UNIT AND DEFERRED COMPENSATION PLAN PHANTOM UNIT AWARD AGREEMENT
Phantom Unit Award Agreement • February 25th, 2016 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the Terra Nitrogen GP Inc. (“TNGP”) Non-Employee Director Phantom Unit and Deferred Compensation Plan (the “Plan”). Please review this Award Agreement and promptly return a signed copy to the Corporate Secretary in order to render the grant effective.

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AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TERRA NITROGEN COMPANY, L.P.
First Amended and Restated Agreement of Limited Partnership • May 2nd, 2012 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

This Amendment No. 1 (this “Amendment No. 1”) to the First Amended and Restated Agreement of Limited Partnership of Terra Nitrogen Company, L.P. (the “Partnership” or “TNCLP”), dated as of September 1, 2005 (the “Partnership Agreement”), is hereby adopted effective as of April 26, 2012, by Terra Nitrogen GP Inc., a Delaware corporation (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

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AMENDED AND RESTATED TERMINAL LEASE AGREEMENT
Terminal Lease Agreement • December 28th, 2012 • Terra Nitrogen Co L P /De • Agricultural chemicals • Illinois

This AMENDED AND RESTATED TERMINAL LEASE AGREEMENT (this “Agreement”), is made this 28th day of December 2012 and effective as of January 1, 2013 (the “Effective Date”), by and between TERRA NITROGEN COMPANY, L.P., a Delaware limited partnership, with an address at CF Industries Holdings, Inc., 4 Parkway North, Suite 400, Deerfield, Illinois 60015 (“Landlord”), and CF INDUSTRIES, INC., a Delaware corporation, with an address 4 Parkway North, Suite 400, Deerfield, Illinois 60015 (“Tenant”).

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AMENDED AND RESTATED GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT REGARDING SERVICES BY TERRA INDUSTRIES INC.
General and Administrative Services Agreement • October 29th, 2007 • Terra Nitrogen Co L P /De • Agricultural chemicals

THIS AMENDED AND RESTATED GENERAL AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is entered into on October 23, 2007 (the “Effective Date”) by and between TERRA INDUSTRIES INC., a Maryland corporation (“Terra”), TERRA NITROGEN CORPORATION, a Delaware corporation (the “Prior General Partner”) and TERRA NITROGEN GP INC., a Delaware corporation (the “General Partner”).

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AMENDMENT NO. 2 TO THE CREDIT AGREEMENT
Credit Agreement • February 28th, 2008 • Terra Nitrogen Co L P /De • Agricultural chemicals • New York

Amendment No. 2 (this “Amendment”), dated as of February 2, 2007, among Terra Nitrogen, Limited Partnership, a Delaware limited partnership (the “Borrower”), Terra Nitrogen Company, L.P., a Delaware limited partnership (“TNCLP”), the Lenders party hereto, and Citicorp USA, Inc., as administrative agent and collateral agent for the Lenders and the Issuers (in such capacities, the “Administrative Agent”), amends certain provisions of the Credit Agreement, dated as of December 21, 2004 (as amended, supplemented or otherwise modified from time to time, including previous amendments hereto, the “Credit Agreement”), among the Borrower, TNCLP, the financial institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions from time to time party thereto as issuing banks (the “Issuers”) and the Administrative Agent.

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