Exhibit 10.2
CONVEYANCE, ASSIGNMENT AND
ASSUMPTION AGREEMENT
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”).
W I T N E S
S E T H
WHEREAS, the Company holds a
0.025/99ths general partner interest represented by 4,720 General
Partner Units (the “MLP GP Interest”) in Terra Nitrogen
Company, L.P., a Delaware limited partnership (the
“Partnership”), and serves as the sole general partner
of the Partnership; and
WHEREAS, the Company holds (i) a
0.025% general partner interest (the “OLP GP Interest”)
in Terra Nitrogen, Limited Partnership, a Delaware Limited
Partnership (the “Operating Partnership”), and serves
as the sole general partner of the Operating Partnership;
and
WHEREAS, the Company desires to
transfer the MLP GP Interest and the OLP GP Interest to New GP, and
New GP desires to assume the role of successor general partner of
(i) the Partnership under the First Amended and Restated Agreement
of Limited Partnership, dated as of the date hereof (the “MLP
Partnership Agreement”) and (ii) the Operating Partnership
under its Amended and Restated Agreement of Limited Partnership,
dated as of the date hereof (the “OLP Partnership
Agreement”); and
WHEREAS, Section 11.2 of the MLP
Partnership Agreement allows the Company to transfer the MLP GP
Interest to New GP, subject to the receipt of an opinion of counsel
that such transfer would not result in the loss of limited
liability of any limited partner of the Partnership or of any
limited partner of the Operating Partnership or cause the
Partnership or the Operating Partnership to be taxable as a
corporation or otherwise treated as an association taxable as a
corporation for federal income tax purposes; and
WHEREAS, Section 11.2(b) of the MLP
Partnership Agreement provides that any transferee of the MLP GP
Interest pursuant to Section 11.2 who is proposed as successor
general partner of the Partnership shall automatically be admitted
to the Partnership as successor general partner of the Partnership;
and
WHEREAS, Section 10.2 of the OLP
Partnership Agreement allows the Company to transfer the OLP GP
Interest to New GP, subject to the receipt of an opinion of counsel
that such transfer would not result in the loss of limited
liability of the limited partners of the Operating Partnership or
cause the Operating Partnership to be taxable as a corporation or
otherwise treated as an association taxable as a corporation for
federal income tax purposes; and
WHEREAS, Section 10.2 of OLP
Partnership Agreement provides that any transferee of the OLP GP
Interest pursuant to Section 10.2 who is proposed as successor
general partner of the
Operating Partnership shall automatically be
admitted to the relevant Operating Partnership as successor general
partner of such Operating Partnership.
WHEREAS, the Company proposes to
transfer the OLP GP Interest and MLP GP Interest (collectively, the
“G
