8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 8, 2004

Mississippi Chemical Corporation

(Exact name of Registrant as specified in its charter)

Mississippi	001-12217	64-0292638
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3622 Highway 49 East, Yazoo City, Mississippi	39194
(Address of principal executive offices)	(Zip Code)

(662) 746-4131
(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

      (17 CFR 240.14d-2(b))

[  ]  Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

      (17 CFR 240.13e-4(c))

Item 1.03  Bankruptcy or Receivership.

                 On December 8, 2004, the registrant issued the Press Release attached hereto as Exhibit 99.1 announcing the confirmation on such date of its Second Amended Joint Plan of Reorganization, dated October 22, 2004, (the Plan"), by the U.S. Bankruptcy Court for the Southern District of Mississippi (the "Bankruptcy Court").  The Plan was previously filed as Exhibit 2.3 to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.  A detailed summary of the material features of the Plan and a copy of the confirmation order of the Bankruptcy Court are attached hereto as Exhibits 99.2 and 99.3, respectively.  On December 8, 2004, the registrant had 24,250,109 shares issued and outstanding, which shares will all be cancelled pursuant to the Plan.

Item 9.01        Financial Statements and Exhibits.

(c)    Exhibits.

99.1          Press Release dated December 8, 2004.

99.2          Summary of Second Amended Joint Plan of Reorganization, dated October       22, 2004.

99.3         Confirmation Order, dated December 8, 2004, of the U.S. Bankruptcy       Court for the Southern District of Mississippi.

S I G N A T U R E

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MISSISSIPPI CHEMICAL CORPORATION
Date:  December 14, 2004	By:  /s/ Timothy A. Dawson
	Timothy A. Dawson
	Senior Vice President and Chief Financial Officer

EX-99

Corporate Communications

P. O. Box 388

Yazoo City, Mississippi 39194

(662) 746-4131

                News Release

                                                         Contacts:      Keith Johnson, Investor Relations

                                                                                          Melinda Hood, Corp. Communications

                                                                                          Mississippi Chemical Corporation

                                                                                          (662) 746-4131

                                                                                          For further information, please visit our

                                                                                          website @ www.misschem.com

                                                                                                                                                                       &n bsp;                                               

MISSISSIPPI CHEMICAL ANNOUNCES CONFIRMATION OF PLAN OF REORGANIZATION

YAZOO CITY, Miss. Dec. 8, 2004 - Mississippi Chemical Corporation (OTC BB: MSPIQ.OB) today announced its second amended plan of reorganization has been confirmed by the U.S. Bankruptcy Court for the Southern District of Mississippi. The Company expects to implement the plan of reorganization by the end of the calendar year by consummating the sale of the company's shares to Terra Industries Inc. after the spin off of the company's phosphate business to certain creditors. 

Mississippi Chemical Corporation is a leading North American producer of nitrogen and phosphorus products used as crop nutrients and in industrial applications. Production facilities are located in Mississippi, Louisiana, and through Point Lisas Nitrogen Limited, in The Republic of Trinidad and Tobago. On May 15, 2003, Mississippi Chemical Corporation, together with its domestic subsidiaries, filed voluntary petitions seeking reorganization under Chapter 11 of the U.S. Bankruptcy Code.

Except for the historical statements and discussion contained herein, statements set forth in this news release constitute "forward-looking statements." These forward‑looking statements rely on a number of assumptions concerning future events, risks, and other uncertainties that are beyond the company's ability to control. Readers are cautioned that a number of factors could cause actual results to differ materially from the forward‑looking statements, including without limitation: (i) the ability of the company to operate pursuant to the terms of its debtor-in-possession revolving and term loan financing facilities, (ii) operating constraints, costs and uncertainties associated with the bankruptcy proceedings, (iii) the ability of the company to prosecute, confirm and consummate  the amended plan of reorganization and the satisfaction of closing conditions to the related proposed transaction with Terra, (iv) the ability of the company to receive trade credit, (v) the ability of the company to maintain contracts that are critical to its operations, (vi) changes in matters which affect the global supply and demand of fertilizer products and industrial chemicals, (vii) high natural gas prices and the volatility of the natural gas market, (viii) a variety of conditions in the agricultural industry such as grain prices, planted acreage, projected grain stocks, U.S. government policies, weather, and changes in agricultural production methods, (ix) possible unscheduled plant outages and other operating difficulties, (x) price competition and capacity expansions and reductions from both domestic and international competitors, (xi) foreign government agricultural policies (in particular, the policies of the governments of India and China regarding fertilizer imports), (xii) the relative unpredictability of international and local economic conditions, (xiii) the relative value of the U.S. dollar, (xiv) regulations regarding the environment and the sale and transportation of fertilizer products, (xv) oil costs and the impact of war in the Middle East, (xvi) the occurrence of any national calamity or crisis, including an act of terrorism, (xvii) the continuing efficacy of unfair trade remedies, and the outcome of pending unfair trade remedy (antidumping) cases, (xviii) the ability of the company to retain key employees, and (xiv) other important factors affecting the fertilizer industry and the company as detailed under the heading "Certain Business Factors" and elsewhere in the company's most recent Annual Report on Form 10-K, which is on file with the Securities and Exchange Commission.

# # #

EX-99

SUMMARY OF PLAN OF REORGANIZATION

          The following is a summary of the material features of the Plan of Reorganization (the "Plan") and is qualified in its entirety by reference to the Plan itself.  This summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or substitute for a full and complete reading of, the Plan.  In the event of any inconsistency between the provisions of the Plan and the summary contained herein, the terms of the Plan shall govern.  Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

          1.        Administrative Expenses.  Except to the extent that the holder of an Allowed Administrative Expense Claim agrees to a treatment less favorable to such holder, each holder of an Allowed Administrative Expense Claim which is not also an Intercompany Claim shall retain unaltered the legal, equitable and contractual rights to which the holder is entitled on account of such Claim, and each such holder shall be paid by the respective Debtors in Cash equal to the amount of the holder's Allowed Administrative Expense Claim in that Debtor's Case on the later of the Effective Date or the date on which the certain Administrative Expense Claim becomes an Allowed Administrative Expense Claim, or as soon thereafter as is practicable; provided, however, that Allowed Administrative Expense Claims which are not also Intercompany Claims and which represent liabilities arising under extensions of credit or other obligations incurred by the Debtors-in-Possession in the ordinary course of their business shall be paid in full by the respective Debtors in the ordinary course of their business in accordance with the terms governing and applying to the respective transactions on which such Allowed Administrative Expense Claims are based.  All Allowed Administrative Expense Claims owed by any of the MCC-Debtors which are not Intercompany Claims shall be paid by the MCC-Debtors.  All Allowed Administrative Expense Claims owed by the Phosphates-Debtor which are not Intercompany Claims shall then be paid by the Phosphates-Debtor. All Allowed Administrative Expense Claims owed by the Potash-Debtors which are not Intercompany Claims shall then be paid by the Potash-Debtors. 

          Any party seeking allowance of an Administrative Expense Claim that has not been previously paid on the Effective Date shall file with the Bankruptcy Court its request for allowance of such Administrative Expense Claim on or before thirty (30) days after the Effective Date.  Included in such requests are final applications by professional persons for payment of compensation and reimbursement of expenses.  Furthermore, under the Terra Transaction, no later than twelve (12) Business Days before the "Closing Date" (as such term is defined in the Terra Stock Purchase Agreement) each professional person who claims the right to payment from any of the Debtors and each Person who claims the right to reimbursement or payment from any of the Debtors shall serve on the Debtors and the Committee a good faith estimate of such professional person's or such Person's estimated fees for services rendered and expenses incurred during the Cases through the Effective Date to be claimed from the Debtors, as well as all prior payments received on account of such fees and expenses, failing in which such professional person's or other Person's unpaid administrative expense claims therefor shall be waived, discharged and forever barred.  Any payment made or to be made by the Debtors for services or for costs and expenses in or in connection with the Case, or in connection with the Plan and incident to the Case, has been approved by, or is subject to the approval of, the Bankruptcy Court as reasonable.

          2.        Classification and Treatment of Claims and Interests.

                      2.1         Classification.  The Plan divides the Claims against, and the Interests in, the Debtors into the following Classes:

Class	MCC Claims/Interests	Status	Voting Rights
Class 1A	Allowed MCC Priority Claims	Unimpaired	Not entitled to vote
Class 2A	Allowed MCC Replacement DIP Claims	Impaired	Entitled to vote
Class 3A	Allowed MCC Other Secured Claims	Unimpaired	Not entitled to vote
Class 4A	Allowed Intercompany Claims	Impaired	Entitled to vote
Class 5A	Allowed MCC Convenience Unsecured Claims	Unimpaired	Not entitled to vote
Class 6A	Allowed MCC Bonds Unsecured Claims	Impaired	Entitled to vote
Class 7A	Allowed MCC Other General Unsecured Claims	Impaired	Entitled to vote
Class 8A	Allowed MCC Subsidiary Interests	Unimpaired	Not entitled to vote
Class 9A	Allowed MCC Old Equity Interests	Impaired	Entitled to vote
Class	Phosphates Claims/Interests	Status	Voting Rights
Class 1B	Allowed Phosphates Priority Claims	Unimpaired	Not entitled to vote
Class 2B	Allowed Phosphates Replacement DIP Claims	Impaired	Entitled to vote
Class 3B	Allowed Phosphates Other Secured Claims	Unimpaired	Not entitled to vote
Class 4B	Allowed Phosphates General Unsecured Claims	Impaired	Entitled to vote
Class 5B	Allowed Phosphates IRB Unsecured Claims	Impaired	Entitled to vote
Class 6B	Allowed Phosphates Interests	Impaired	Deemed to reject
Class	Potash/Eddy Claims/Interests	Status	Voting Rights
Class 1C	Allowed Potash/Eddy Priority Claims	Unimpaired	Not entitled to vote
Class 2C	Allowed Potash/Eddy General Unsecured Claims	Impaired	Entitled to vote
Class 3C	Allowed Potash/Eddy Interests	Impaired	Deemed to reject

                      2.2         Treatment of Claims and Interests.  The following chart summarizes the treatment of Allowed Claims and Interests under the Plan:

Class	Claim/Interest	Treatment of Claim/Interest on later of Effective Date or Date on which Claim/Interest is Allowed
	Allowed MCC Administrative Expense Claims	Each Allowed MCC Administrative Expense Claim will be paid in full.
1A	Allowed MCC Priority Claims	Each Class 1A Claim will be paid in full.
2A	Allowed MCC Replacement DIP Claims	Each Class 2A Claim will receive (i) if the Terra Transaction closes, (A) such holder's share of Cash in an amount sufficient to reduce the outstanding amount of the Allowed MCC Replacement DIP Claims to $125,000,000 - such Cash to be paid in the proportions set forth in the term sheet for the Replacement DIP Amended Facility and (B) their respective interest in the Replacement DIP Amended Facility in the modified term loan amount of $125,000,000 in the proportions set forth in the term sheet for the Replacement DIP Amended Facility; or, (ii) if the Standalone Transaction closes, Cash in the amount of such holder's Allowed Class 2A Claim.
3A	Allowed MCC Other Secured Claims	On the later of the Effective Date or the date on which the Class 3A Claim becomes an Allowed Claim, unless otherwise agreed, Debtors will (i) cure all defaults that exist with respect to any Class 3A Claim, (ii) reinstate maturity dates existing prior to any default, (iii) and Class 3A Claimants shall be compensated for any damages entitling such holder to receive accelerated payment upon default. Liens held as collateral security for Class 3A Claims remain in effect.
4A	Allowed Intercompany Claims	All Class 4A Claims will be set off against any Intercompany Claim owed by such holder and the balance, if any, shall be contributed to capital and cancelled, extinguished and discharged.
5A	Allowed MCC Convenience Unsecured Claims	Each Class 5A Claim will be paid in full.
6A	Allowed MCC Bonds Unsecured Claims	Each Class 6A Claim will receive (i) if the Terra Transaction closes, such holder's pro rata share, with holders of Class 7A Claims making the Class 7A Stock Election, of Terra Parent Common Stock and Terra Parent Preferred Stock and, if the Phosphates Transaction has not occurred on or before the Effective Date, Phosphates New Common Stock, or (ii) if the Standalone Transaction closes, 1 share of New MissChem Common Stock for each $22 of such holder's Class 6A Claim and, if the Phosphates Transaction has not occurred on or before the Effective Date, its pro rata share of Phosphates New Common Stock.
7A	Allowed MCC Other General Unsecured Claims	Each Class 7A Claim will receive, at such holder's election, either (i) Cash equal to the lesser of (X) 40.2% of its Allowed Claim or (Y) its pro rata share of Cash that, in the aggregate with Cash paid to holders Class 5A Claims, does not exceed the Cap Amounts or (ii) (A) if the Terra Transaction closes, such holder's pro rata share, with the holders of Class 6A Claims and other Class 7A Claims making the Class 7A Stock Election, Terra Parent Common Stock and Terra Parent Preferred Stock, or (B) if the Standalone Transaction closes, 1 share of New MissChem Common Stock for each $22 of such holder's Class 7A Claim.
8A	Allowed MCC Subsidiary Interests	All Class 8A Interests shall remain in full force and effect on and after the Effective Date.
9A	Allowed MCC Old Equity Interests	All Class 9A Interests will be cancelled, extinguished and discharged, and each holder of such Interest will receive (i) if the Terra Transaction closes, such holder's pro rata share of 250,000 shares of Terra Parent Common Stock; or (ii) if the Standalone Transaction closes, the New MissChem Warrants.
	Allowed Phosphates Administrative Expense Claims	Each Allowed Phosphates Administrative Expense Claim will be paid in full.
1B	Allowed Phosphates Priority Claims	Each Class 1B Claim will be paid in full.
2B	Allowed Phosphates Replacement DIP Claims	If a Phosphates Transaction has not closed, holders of Class 2B Claims will receive their share, in accordance with the terms of the Replacement DIP Facility, of a cash amount equal to the amount of certain working capital assets in excess of $10,000,000, if any, or such lesser amount as may be agreed to by such holders.
3B	Allowed Phosphates Other Secured Claims	Unless otherwise agreed, the Phosphates-Debtor will (i) cure all defaults that exist with respect to any Class 3B Claim, (ii) reinstate maturity dates existing prior to any default, (iii) and Class 3B Claimants shall be compensated for any damages entitling such holder to receive accelerated payment upon default; and liens held as collateral security for Class 3B Claims remain in effect. If Phosphates Transaction occurs, holders shall receive proceeds from sale of collateral or, if not sold in such transaction, Phosphates-Debtor may abandon and surrender collateral in satisfaction of Class 3B Claim.
4B	Allowed Phosphates General Unsecured Claims	Holders of Class 4B Claims will receive (i) Cash equal to 5% of their Claim and (ii) their pro rata share, together with the holders of Class 5B Claims, of the Phosphates New Common Stock, subject to dilution resulting from the Phosphates Capital Contribution, or the Phosphates Surplus Distribution.
5B	Allowed Phosphates IRB Unsecured Claims	Holders of Class 5B Claims will receive their pro rata share, together with the holders of Class 4B Claims, of the Phosphates New Common Stock, subject to dilution resulting from the Phosphates Capital Contribution, or the Phosphates Surplus Distribution.
6B	Allowed Phosphates Interests	All Class 6B Interests will be cancelled, extinguished and discharged.
	Allowed Potash/Eddy Administrative Expense Claims	Each Allowed Potash/Eddy Administrative Expense Claim will be paid in full.
1C	Allowed Potash/Eddy Priority Claims	On the later of 20 days after public sale of Potash/Eddy assets or the date on which a certain Class 1C Claim becomes an Allowed Claim, each Class 1C Claim will be paid in full.
2C	Allowed Potash/Eddy General Unsecured Claims	On the later of 20 days after public sale of Potash/Eddy assets or the date on which a certain Class 2C Claim becomes an Allowed Claim, each Class 2C Claim will receive its pro rata share of the sale proceeds remaining after payment of all Class 1C Claims, if any.
3C	Allowed Potash/Eddy Interests	All Class 3C Interests will be cancelled, extinguished and discharged.

          3.        Means For Implementation of the Plan.

                     3.1         Vesting of Assets and Operations.  All assets of the Debtors and property of the estates in this Case, including causes of action and interests accruing to the Debtors under the Bankruptcy Code and all property of the Debtors in the possession, custody or control of another, will vest in the Debtors on the Effective Date, free and clear of all Liens and Claims except as otherwise provided in the Plan.

                     From and after the Effective Date, the Debtors, as well as New MissChem under the Standalone Transaction, may, as appropriate, operate their respective businesses and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy Code, except as provided in and consistent with the Plan or Confirmation Order.

                     On the Effective Date, the management, control, and operation of the Debtors, as well as New MissChem under the Standalone Transaction, shall become the general responsibility of their respective boards of directors. The composition of the initial boards of directors shall be disclosed in the Plan Supplement, and each member of such initial boards of directors shall serve in accordance with applicable nonbankruptcy law and the respective Articles of Incorporation and Bylaws as the same may be amended from time to time.

                     The officers of the respective Debtors immediately prior to the Effective Date shall serve as the initial officers of the Debtors on and after the Effective Date, until their successors are duly elected and assume office.  The initial officers of New MissChem under the Standalone Transaction shall be the officers of MCC immediately prior to the Effective Date, who shall remain in office until their successors are duly elected and assume office.  The officers of the Debtors, and of New MissChem under the Standalone Transaction, shall continue to serve at the same compensation as existed on the date that the Plan was filed, until such compensation is duly changed by the respective Board of Directors of the Debtors or New MissChem for whom the officer is serving. 

                     3.2         Substantive Consolidation.  Entry of the Confirmation Order shall constitute the approval, pursuant to § 105(a) of the Bankruptcy Code, effective as of the Effective Date, of the substantive consolidation of the MCC-Debtors for all purposes related to the Plan, including, without limitation, for purposes of voting, confirmation and distribution.  On and as of the Effective Date, (i) all assets and liabilities of the MCC-Debtors shall be treated as though they were merged, (ii) all guarantees by the MCC-Debtors of the obligations of any other of the MCC-Debtors shall be eliminated, so that any Claim against any MCC-Debtor and any guarantee thereof executed by any other MCC-Debtor and any joint or several liability of any of the MCC-Debtors shall be one obligation of the MCC-Debtors, and (iii) each and every Claim filed or to be filed in the Case of any of the MCC-Debtors shall be deemed filed against each MCC-Debtor and shall be one Claim against and obligation of the MCC-Debtors.

                     Entry of the Confirmation Order shall constitute the approval, pursuant to § 105(a) of the Bankruptcy Code, effective as of the Effective Date, of the substantive consolidation of the Potash-Debtors (Potash and Eddy) for all purposes related to the Plan, including, without limitation, for purposes of voting, confirmation and distribution.  On and as of the Effective Date, (i) all assets and liabilities of the Potash-Debtors shall be treated as though they were merged, (ii) all guarantees by the Potash-Debtors of the obligations of the other of the Potash-Debtors shall be eliminated, so that any Claim against the Potash-Debtors and any guarantee thereof executed by the other of the Potash-Debtors and any joint or several liability of any of the Potash-Debtors shall be one obligation of the Potash-Debtors, and (iii) each and every Claim filed or to be filed in the Case of the Potash-Debtors shall be deemed filed against each of the Potash-Debtors and shall be one Claim against and obligation of the Potash-Debtors.

                     The separate substantive consolidations effected pursuant to Sections 6.2.A and 6.2.B of the Plan shall not (other than for purposes related to funding distributions under the Plan and as set forth above in this Section) affect: (i) the legal and organizational structure of the Debtors; (ii) pre- and post-Confirmation Order guarantees, Liens, and security interests that are required to be maintained (a) in connection with any Executory Contract that was entered into during the Case or that has been or will be assumed or (b) pursuant to the Plan; (iii) defenses to any Cause of Action or requirements for any third party to establish mutuality in order to assert a right of setoff; and (iv) distributions out of any insurance policies or proceeds of such policies.

                     3.3         Corporate Restructure Transactions.

                                   3.3.1        Terra Transaction.  The MCC-Debtors and Terra will, if all conditions precedent under Article 10 of the Terra Stock Purchase Agreement have occurred or been waived, close the Terra Transaction on the Effective Date and perform all actions of the Debtors under the Terra Transaction as provided in the Plan and the Terra Stock Purchase Agreement.

                                   Under the Terra Transaction, on or as of the Effective Date of the Plan, the MCC-Debtors shall cause such amendments to be made to their Articles of Incorporation, Bylaws or other governing documents as are necessary for MCC to satisfy the conditions precedent to closing, and to close and fully perform, the Terra Transaction and to comply with the provisions of the Bankruptcy Code.  The MCC-Debtors shall also execute and deliver all agreements, documents, instruments or other papers required or appropriate to be executed by any of them for closing of the Terra Transaction in accordance with the Terra Stock Purchase Agreement, including any necessary financing or other documents.

                                   Under the Terra Transaction, on and after the Effective Date of the Plan, the Committee shall review, and if necessary and without approval of the Bankruptcy Court prosecute, compromise, settle, otherwise resolve or withdraw any complaint to, any claims by Terra to the Adjustment Amount and Holdback Amount, as such terms are defined in the Terra Stock Purchase Agreement, as contemplated therein, including Sections 2.7 and 12.3 thereof.  In connection with resolution of the Adjustment Amount, the Distribution Agent shall receive and maintain reserves for (i) any remaining Disputed Claim and (ii) Committee post-closing expenses.  The reserves for Disputed Claims shall be used to satisfy the respective Allowed amounts of such Disputed Claims.

                                   On the Effective Date, Terra and Terra Parent under the Terra Transaction will cause the reorganized MCC-Debtors to have adequate working capital to fund distributions under the Plan and to carry on their business following the Effective Date pursuant to such financing arrangements with Terra Parent or third party lenders to Terra with respect to the provision of working capital and liquidity to the reorganized MCC-Debtors as may be consistent with the Amendment Letter attached as Exhibit "C" to the Plan and acceptable to Terra Parent, the Replacement DIP Lenders and the reorganized MCC-Debtors.  Without limiting the scope of such arrangements, they may include some or all of the reorganized MCC-Debtors becoming borrowers and obligors under Terra Parent's existing revolving credit facilities and providing liens to such lenders over such MCC-Debtors' inventory and receivables and entering into loan and security documentation as may be necessary to give effect thereto.

                                   Under the Terra Transaction and in accordance with the Replacement DIP Amended Facility, the MCC-Debtors shall, on or as of the Effective Date, enter into and execute, as applicable, all loan, security and other agreements and documents as are necessary to place into effect and close the Replacement DIP Amended Facility. The Liens granted as collateral security for the Replacement DIP Claims shall, under the Terra Transaction, continue to secure all obligations of the reorganized MCC-Debtors under the Replacement DIP Amended Facility and shall continue to constitute valid binding and enforceable first priority Liens on the property and assets of the reorganized MCC-Debtors, subject only to Liens permitted by the terms of the Replacement DIP Amended Facility.

                                   Under the Terra Transaction, at the election of Terra Parent and the Replacement DIP Lenders, MCC  will take appropriate action to incorporate and organize MCHI Holdco and to transfer MCC's interests in MCHI to MCHI Holdco.

                                   3.3.2        Standalone Transaction.  In the event (i) that termination of the Terra Stock Purchase Agreement has occurred, or (ii) that the Terra Transaction has not been closed and placed into effect on or before the later of (x) 120 days after August 6, 2004, or (y) 30 days after entry of the Confirmation Order or the next Business Day thereafter when no Order staying, reversing, modifying or amending the Confirmation Order is in effect and any applicable period to appeal such Confirmation Order has expired, or (z) such other date to which the MCC-Debtors, the Committee and Terra Parent agree, then on the Effective Date of the Plan, the MCC-Debtors and New MissChem shall enter into and close the Exit Facility and implement the Standalone Transaction.

                                   Under the Standalone Transaction, on or as of the Effective Date, the MCC-Debtors shall cause the incorporation and organization of New MissChem as a Delaware corporation, with Articles of Incorporation and Bylaws in substantially the forms as agreed to by the Committee.  The initial members of the board of directors of New MissChem shall be designated by agreement between the MCC-Debtors and the Committee, failing in which agreement prior to the Effective Date, the initial members shall be designated by the Committee.  Such initial directors shall serve until their successors have been duly elected and assumed office.

                                   Under the Standalone Transaction, on or as of the Effective Date, the MCC-Debtors shall cause Old MissChem to convey and transfer to New MissChem all MCC Subsidiary Interests and all other property and assets of Old MissChem (including without limitation all Cash and Cash equivalents and working capital assets) except for the equity interest in MCHI, the Offtake Agreement, the Shareholders' Agreement, the Interest in FMCL Limited Liability Company and all other contracts, agreements and rights held by Old MissChem relating to MCHI, PLNL and FMCL Limited Liability Company.  At the election of the Exit Lenders, Old MissChem will take appropriate action to incorporate and organize MCHI Holdco and to transfer its interest in MCHI to MCHI Holdco on the Effective Date.  Under the Standalone Transaction, on or as of the Effective Date the MCC-Debtors shall cause New MissChem to issue and deliver, or cause the Disbursing Agent to deliver, pursuant to the Plan the New MissChem Common Stock to the holders of Allowed Claims in Class 6A and to the holders of Allowed Claims in Class 7A who become entitled under Section 5.7 of the Plan to receive New MissChem Common Stock and to issue and deliver, or cause the Disbursing Agent to deliver, pursuant to the Plan the New MissChem Warrants to the holders of Allowed Interests in Class 9A.

                                   On or as of the Effective Date, New MissChem and Old MissChem shall enter into and execute (i) the Management Services Agreement, (ii) the Offtake Pass-Through Agreement, and (iii) the Offtake Shipping Pass-Through Agreement, which Agreements shall be acceptable to the Committee.

                                   On or as of the Effective Date, or as soon thereafter as is practicable, the MCC-Debtors shall cause Old MissChem to effect such amendments in its Articles of Incorporation, Bylaws and other corporate governance documents as are necessary (i) to change its corporate name as determined by its board of directors; (ii) to reconstitute its board of directors to at least three (3) and not more than five (5) persons, with the initial members of the board of directors on or after the Effective Date being designated by agreement between the MCC-Debtors and the Committee, failing in which agreement prior to the Effective Date, the initial members shall be designated by the Committee; (iii) to effect such other amendments acceptable to the Committee as are necessary and appropriate in accordance with the Plan and Confirmation Order.

                                   Under the Standalone Transaction and in accordance with the Exit Facility, the MCC-Debtors shall, on or as of the Effective Date, cause New MissChem and each of the MCC-Debtors to enter into and execute, as applicable, all loan, security and other agreements and documents as are necessary to place into effect and close the Exit Facility including without limitation the New MissChem Exit Facility Security Documents and the Old MissChem Exit Facility Security Documents. The new Liens granted as collateral security for the Exit Facility under the Standalone Transaction pursuant to the New MissChem Exit Facility Security Documents and the Old MissChem Exit Facility Security Documents, shall constitute valid binding and enforceable first priority Liens on the property and assets of the MCC-Debtors, and New MissChem, subject only to Liens permitted by the terms of the Exit Facility.

                                   Accordingly, under the Standalone Transaction, the MCC-Debtors shall, on or as of the Effective Date, cause New MissChem to enter into and close (i) the New MissChem Revolving Facility, thereby providing funding for making payments in accordance with the Plan and funding for operating working capital and general corporate purposes for New MissChem and its subsidiaries, and (ii) the New MissChem Tranche A Term Facility, thereby providing additional funding for making payments in accordance with the Plan.

                                   Also under the Standalone Transaction, the MCC-Debtors shall, on or as of the Effective Date, cause Old MissChem to enter into and close the Old MissChem Tranche B Term Facility, thereby providing additional funding for making payments in accordance with the Plan.

                                   Also under the Standalone Transaction, the MCC-Debtors shall, on or as of the Effective Date, cause New MissChem to adopt and enter into the Management and Employee Severance and Incentive Program.

                                   3.3.3        Phosphates Transaction.  The "Phosphates Transaction" shall be a sale, after approval by the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code, of all or substantially all of the assets of the Phosphates-Debtor (Mississippi Phosphates Corporation) to a purchaser who states its intention to use such purchased assets in its continued operation of the business conducted by Phosphates, with such sale having been closed on or before the Effective Date of the Plan. 

                                   Because no Phosphates Transaction will have been closed on or before the Effective Date, the Phosphates-Debtor corporate entity will remain in existence and will continue owning its assets and operating its business, and the Phosphates Interests shall be cancelled and the Phosphates New Common Stock shall be issued on the Effective Date (i) in an amount calculated by reference to the value of the Phosphates-Debtor after the making of the Phosphates Capital Contribution (if required), to MCC pursuant to the Phosphates Capital Contribution and then to the holders of Allowed Class 6A Claims pursuant to Section 5.6 of the Plan and (ii) the remainder to the holders of Allowed Classes 4B and 5B Claims, pursuant to Sections 5.13 and 5.14 of the Plan, in each case free and clear of any Liens or claims thereon, provided that all Cash payments to the holders of Allowed Class 2B Claims have been made in accordance with Section 5.11 of the Plan.  If required, the Phosphates Capital Contribution shall be undertaken on the Effective Date by MCC contributing cash to the Phosphates-Debtor and receiving for such contribution a percentage of the Phosphates New Common Stock.  If the Phosphates New Common Stock becomes distributable under the Plan to the benefit of holders of Allowed Classes 6A, 4B and 5B Claims, such Phosphates New Common Stock may either be distributed directly to such holders or, at the election of the Committee and the Replacement DIP Lenders, may be placed into a trust, and such holders will instead receive a freely transferrable (having the benefit of Section 1145 of the Bankruptcy Code) trust certificate representing their respective shares of the Phosphates New Common Stock otherwise distributable to such holder under the Plan.  In the event that it is determined to place the Phosphates New Common Stock into such a trust, the terms of the trust shall be filed with the Plan Supplement.  The delivery of such trust certificate shall for all purposes under the Plan have the same effect as though the shares of Phosphates New Common Stock represented thereby had been delivered instead.

                                   The liability (if any) of the Phosphates-Debtor for any environmental obligations or liabilities for hazardous materials existing or arising on account of past, present or future assets or operations by Phosphates or its predecessors shall continue in effect after the Effective Date, unless otherwise discharged hereunder.  None of the MCC-Debtors and their non-debtor subsidiaries, including MCHI, nor New MissChem under the Standalone Transaction nor Terra and Terra Parent under the Terra Transaction, nor any holder receiving a Class 4B or 5B distribution pursuant to the Plan, shall assume any such liability and each of them shall be fully discharged from and relieved of any and all such obligations and liabilities (if any) in any capacity whatsoever, provided, however, that no non-debtors shall be released from any liability to a governmental unit under environmental law (i) arising from prior actions by such parties that are unrelated to the Plan, consummation thereof or receipt of distributions thereunder or (ii) that arise or are incurred on or after the Effective Date of the Plan.

                     3.4         Plan Performance Actions.  On or as of the Effective Date, the MCC-Debtors, as well as New MissChem under the Standalone Transaction, shall enter into and close either the Terra Transaction or the Standalone Transaction, thereby enabling the MCC-Debtors to make the payments and take the actions as provided in the Plan.

                     On or as of the Effective Date, the MCC-Debtors, as well as New MissChem under the Standalone Transaction, shall cause there to be executed and delivered pursuant to the Plan all loan, security and other agreements and documents as are necessary to enter into and close either the Terra Transaction or the Standalone Transaction. The new Liens granted as collateral security for the Exit Facility under the Standalone Transaction shall constitute first priority Liens on the property and assets of the MCC-Debtors, and New MissChem under the Standalone Transaction, subject only to Liens permitted  by the terms of the relevant financing; provided, however, that the new Liens granted as collateral security under either the Terra Transaction or the Standalone Transaction shall not attach to the stock issued by or other equity interest in MCHI or any of its subsidiaries or the assets of any of them, unless such attachment of new Liens would not violate or cause a breach under any contract to which any of the MCC-Debtors or MCHI or its subsidiaries is a party.  Under the Terra Transaction, the Liens securing the MCC Replacement DIP Claims shall remain in full force and effect as collateral security for the Replacement DIP Amended Facility, and the priority of such Liens shall also be continued in effect and shall be subject only to Liens permitted by the Replacement DIP Amended Facility.

                     At the times designated in Articles 2 and 5 of the Plan, the MCC-Debtors, as well as New MissChem under the Standalone Transaction, the Phosphates-Debtor and the Potash-Debtors, respectively, shall cause the payments of Cash to be made pursuant to the Plan to the holders of Allowed Administrative Expense Claims and Allowed Claims in Classes 1A, 2A, 3A, 5A, 7A, 1B, 2B, 3B, 4B, 1C and 2C, as the case may be, by timely delivering to the Disbursing Agent their respective funds with which such payments of Cash shall be made by the Disbursing Agent to such holders in accordance with the Plan.  Cash payments may be made by check or wire transfer.

                     On or as of the Effective Date, the MCC-Debtors shall (i), if the Terra Transaction is entered into and closed, deliver pursuant to the Plan the MCC Common Stock to Terra and deliver, or cause the Disbursing Agent to deliver, the Terra Parent Common Stock and Terra Parent Preferred Stock to the holders of Allowed Claims in Class 6A and to the holders of Allowed Claims in Class 7A who become entitled under Section 5.7 of the Plan to receive the same and to the holders of Allowed Interests in Class 9A who are entitled under the Plan to receive the same; or (ii), if the Standalone Transaction is entered into and closed, to cause New MissChem to issue and deliver, or cause the Disbursing Agent to deliver, pursuant to the Plan the New MissChem Common Stock to the holders of Allowed Claims in Class 6A and to the holders of Allowed Claims in Class 7A who become entitled under Section 5.7 of the Plan to receive New MissChem Common Stock and to issue and deliver, or cause the Disbursing Agent to deliver, pursuant to the Plan the New MissChem Warrants to the holders of Allowed Interests in Class 9A, and shall also deliver to the holders of Allowed Claims in Class 6A pursuant to the Plan any Phosphates New Common Stock received by MCC.

                     On or as of the Effective Date, the MCC-Debtors shall cause New MissChem under the Standalone Transaction, if the Standalone Transaction is entered into and closed, to adopt and enter into the Management and Employee Severance and Incentive Program.

                     On or as of the Effective Date, the MCC-Debtors shall, if the Standalone Transaction is entered into and closed, cause Old MissChem to issue and deliver pursuant to the Plan 100% of the issued and outstanding Old MissChem Common Stock to New MissChem.

                     On or as of the Effective Date, the Phosphates-Debtor shall either (i), if substantially all assets of the Phosphates-Debtor have previously been sold, transferred and disposed of under the Phosphates Transaction, cause the Phosphates Surplus Distribution to be transferred to the holders of Allowed Claims in Classes 4B and 5B, the Phosphates Interest to be cancelled and the Phosphates-Debtor to be dissolved; or (ii), if substantially all assets of the Phosphates-Debtor have not previously been sold, transferred and disposed of under the Phosphates Transaction, cause the Phosphates New Common Stock to be issued and transferred to the holders of Allowed Claims in Classes 4B and 5B and to MCC pursuant to the Phosphates Capital Contribution.

                     Within sixty (60) days after the Effective Date, or such other date as the Court may set, the Potash-Debtors shall conduct a public auction of all assets, if any, of the Potash-Debtors, upon at least twenty (20) days notice to holders of Classes 1C and 2C Claims, and all such assets shall be sold and transferred to the highest and best bidder or bidders as determined by the Potash-Debtors.  Within twenty (20) days of the receipt of the sale proceeds, or as soon thereafter as practicable, the full sale proceeds, net of sale expenses, shall be paid to the holders of Allowed Classes 1C and 2C Claims in accordance with the Plan.  After such payment of net sale proceeds, and upon election of the Potash-Debtors, either or both of the Potash-Debtors may be dissolved.

                     On, as of, or after the Effective Date, the Debtors, as well as New MissChem under the Standalone Transaction, shall cause all payments to be made, shall execute and deliver all instruments and documents, and shall perform all other actions as provided in the Plan or the Confirmation Order to occur on, as of, or after the Effective Date.

                     The MCC-Debtors, as well as New MissChem under the Standalone Transaction, shall use Cash from their respective business operations and property development and use or disposition, from the assets vested in them under the Plan, from either the Terra Transaction or the Standalone Transaction, from their loans from lenders, and from future capital investments in them, to make all payments as provided in the Plan to be made by or on behalf of them and to fund their continued business operations and the maintenance, improvement and development of their properties and assets. 

                     The Potash-Debtors shall use Cash from their public auction sale described in the Plan to cause all payments as provided in Sections 5.15 and 5.16 of the Plan to be made by or on behalf of them.

                     The Debtors shall continue the payment of any and all retiree benefits as contemplated by Bankruptcy Code § 1129(a)(13), and, under the Standalone Transaction, New MissChem shall guarantee such payments.

                     The Pension Plan shall remain in effect on the Effective Date and shall not be modified or affected by any provision of the Plan.  Under the Terra Transaction, Terra Parent and each of its participating subsidiaries and affiliates, and their respective controlled group members shall have all responsibilities, duties, obligations and liabilities with respect to the Pension Plan under ERISA (including liabilities in the event of termination), the Internal Revenue Code and any other applicable law.  Under the Standalone Transaction, New MissChem and each of its participating subsidiaries and affiliates, and their respective controlled group members shall have all responsibilities, duties, obligations and liabilities with respect to the Pension Plan under ERISA (including liabilities in the event of termination), the Internal Revenue Code and any other applicable law.

                     3.5         Surrender of Instruments.  As and to the extent required by the Disbursing Agent or indenture trustees, as a condition to receiving any distribution under the Plan, each holder of a Claim or Interest represented by an instrument, including notes and certificates, must surrender such instrument held by it to the Disbursing Agent, indenture trustee or their respective designee, accompanied by a letter of transmittal substantially in the form acceptable to the Disbursing Agent, indenture trustee or their respective designee by which such holder agrees to hold the Disbursing Agent, indenture trustee or their respective designee harmless with respect to such instrument and any distribution under the Plan made on account thereof.  Any holder of a Claim or Interest that fails to (i) surrender such instrument or (ii) execute and deliver an affidavit of loss and/or indemnity reasonably satisfactory to the Disbursing Agent, indenture trustee or their respective designee, and furnish a bond in form, substance and amount reasonably satisfactory to the Disbursing Agent, indenture trustee or their respective designee, as of the Effective Date shall be deemed to have forfeited all rights and Claims and Interests and may not participate in any distribution under the Plan in respect of such Claims or Interests.

          4.        General Provisions.

                     4.1         Retention of Jurisdiction.  Pursuant to Article 12 of the Plan and §§ 105 and 1142 of the Bankruptcy Code, the Bankruptcy Court will retain jurisdiction over matters arising under or relating to the Bankruptcy Code, the Disclosure Statement, the Plan, the Terra Transaction and the Confirmation Order.

                     4.2         Disallowance of Claims.  All Claims held by Persons against whom any of the Debtors has or has asserted a cause of action under §§ 542, 543, 550, 551 or 552 of the Bankruptcy Code, or that is a transferee of a transfer avoidable under §§ 544, 545, 547, 548, 549 or 553 of the Bankruptcy Code shall be deemed disallowed pursuant to § 502(d) of the Bankruptcy Code, and holders of such Claims may not vote to accept or reject the Plan, both consequences to be in effect until such time as such causes of action against that Person have been settled or a Final Order entered and all sums due the Debtors by that Person are turned over to the Debtors.  Any and all Claims filed with the Bankruptcy Court after the Bar Date shall be disallowed and holders of such Claims may not vote to accept or reject the Plan.

                     4.3         Title to Assets.  Except as otherwise provided by the Plan, on the Effective Date, title to all assets and properties included in the bankruptcy estates of this Case shall vest in the respective Debtors in accordance with § 1141 of the Bankruptcy Code.  In all respects and in accordance with Bankruptcy Code § 1141(a), the provisions of the Plan shall bind the Debtors, the Entities described in Article 6 of the Plan as providing a portion of the funding and other means for the Debtors' performance of the Plan, and all Creditors, Interest Holders or general partners of the Debtors, whether or not the Claims or Interests of such Creditors, Interest Holders or general partners of the Debtor are impaired under the Plan and whether or not such Creditors, Interest Holders or general partners have accepted the Plan. 

                     4.4         Releases of all Liens.  Except as to the Replacement DIP Amended Facility and the Exit Facility or as otherwise provided by the Plan, on the Effective Date, all Liens on any assets and property of any of the Debtors shall be deemed to be released and discharged, and all Claims related thereto shall be canceled and discharged pursuant to the Plan. 

                     4.5         Cancellation of Notes, Instruments, Debentures and Equity Securities.  On the Effective Date, except to the extent provided otherwise in the Plan, all notes, instruments, certificates and other documents evidencing Claims against any of the Debtors and all equity Interests in MCC, in the Phosphates-Debtor and in either of the Potash-Debtors shall be canceled and deemed terminated, except for purposes of making any distributions under the Plan, including as provided in Section 6.6A of the Plan.

                     4.6         Injunction.  Except for the Replacement DIP Lenders and the Exit Lenders under or in connection with the Replacement DIP Amended Facility and the Exit Facility, as the case may be, and except as otherwise expressly provided in the Plan or the Confirmation Order, all Persons or Entities who have held, hold or may hold Claims, Interests or Causes of Action against or in any of the Debtors are permanently enjoined, from and after the Effective Date, from (a) commencing or continuing in any manner any action or other proceeding of any kind on any such Claim, Interest or Cause of Action against any of the Debtors or New MissChem, (b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree or order against any of the Debtors or New MissChem, (c) creating, perfecting, or enforcing any Lien or other encumbrance of any kind against any of the Debtors or New MissChem or against the property or interests in property of any of the Debtors or New MissChem, (d) asserting any right of setoff, subrogation or recoupment of any kind against any obligation due from any of the Debtors or New MissChem or against the property or interests in property of any of the Debtors or New MissChem, with respect to any such Claim or Interest, (e) commencing or continuing in any manner any action or other proceeding of any kind with respect to any Claims or Causes of Action which are extinguished or released pursuant to the Plan, and (f) taking any actions to interfere with the implementation or consummation of the Plan, other than any rights of appeal of the Confirmation Order as may exist; provided, however, that such injunction shall not preclude the United States of America or its governmental units from enforcing their police or regulatory powers; and, provided, further, that except in connection with a properly filed Proof of Claim in which case such Claim when Allowed shall receive the treatment specified under the Plan for Claims in the relevant Class, the foregoing proviso does not permit the United States of America or any of its governmental units to obtain any monetary recovery from any of the Debtors or New MissChem or their property or interests in property with respect to any such Claim, Interest or Cause of Action, including, without limitation, any monetary claim or penalty in furtherance of a police or regulatory power.  Furthermore, except as otherwise set forth in the Plan, the confirmation order shall permanently enjoin the commencement or prosecution by any entity, whether directly, derivatively or otherwise, of any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released or discharged pursuant to the plan, including but not limited to the claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities released or subject to exculpation pursuant to the terms of Sections 13.8.A and 13.8.B of the Plan.

                     4.7         Releases and Causes of Action; Exculpation.  Each of the Debtors and each holder of a Claim or Interest who either (i) accepts a distribution under the Plan, (ii) votes to accept the Plan, or (iii) does not timely submit its Ballot voting on the Plan, shall be conclusively deemed for all purposes to have forever waived any and all Causes of Action against the Debtors and all Covered Parties, and released all Covered Parties from all Causes of Action, including but not limited to all Causes of Action arising in connection with or related to any act or omission in connection with, relating to, or arising out of, the Cases, the pursuit of confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan or any of the Transactions contemplated by the Plan, to the fullest extent permissible under applicable law, except as to obligations of the Debtors expressly provided in the Plan or the Confirmation Order.  On the Effective Date, any and all Causes of Action by or derivatively through any Debtor against any of the Covered Parties shall automatically and immediately be fully and finally waived, released and discharged for all purposes.  Nothing in the Plan or Confirmation Order shall (i) release, discharge, enjoin, exculpate or preclude any claim that any governmental unit may have against the Debtors which has not arisen as of the Effective Date or (ii) release, nullify or enjoin the enforcement of any liability to a governmental unit that any entity would be subject to as the owner or operator of property after the Effective Date of the Plan under governmental police and regulatory statutes or regulations, including but not limited to monetary claims and claims for penalties.

                     Neither any of the Debtors or their estates existing before or after the Effective Date nor any of the Covered Parties shall have or incur any liability to, or be subject to any right of action by, any of the Debtors or any holder of a Claim or Interest or the Committee or any other party in interest in the Cases, or any of their respective owners, members, officers, directors, managers, employees, agents, representatives, attorneys, advisors or other professional representatives, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of  (i) the Cases, (ii) any act taken or omitted to be taken on or after the Petition Date in connection with the Cases, or (iii) the Disclosure Statement, the Plan or the documents and actions necessary to perform the Plan, except for obligations of the Debtors or any of the Covered Parties expressly arising under or in accordance with the Plan and Confirmation Order, and except for their willful misconduct or gross negligence; and each of the Debtors and the Covered Parties shall be entitled to rely reasonably upon the advice of counsel with respect to their duties and responsibilities under the Plan and Confirmation Order.

                     Notwithstanding any provision in the Plan, no person that was, prior to the Effective Date, liable in any respect for the Pension Plan (collectively, the "Non-Released Pension Plan Parties") shall be discharged or released from any liability with respect to the Pension Plan on account of the Plan or Confirmation Order.  Neither the Pension Benefit Guaranty Corporation nor the Pension Plan shall be enjoined or precluded from enforcing any such liability on the Non-Released Pension Plan Parties as a result of the Plan's provisions or the confirmation thereof.

                     4.8         Survival of Corporate Indemnity Obligations.  Any and all obligations of any of the Debtors in effect on or after the Petition Date to indemnify and hold harmless any officer, director or other Affiliate or other representative of any of the Debtors under any provision of the Articles of Incorporation, Bylaws, corporate resolutions or written contracts of any of the Debtors or applicable state law shall continue in full force and effect in accordance with the terms thereof on and after the Effective Date.

                     4.9         Discharge of Committee.  The appointment and duties and authority of the Committee and its counsel and its other professionals shall continue in effect until the entry of the final order closing the Cases or such other date as the Bankruptcy Court may fix.

          5.        Discharge.  Except as otherwise provided in the Plan or in the Confirmation Order, confirmation of the Plan shall act as a discharge and dismissal, effective as of the Effective Date, of all Claims against the Debtors that arose at any time before entry of the Confirmation Order.  Pursuant to the Bankruptcy Code, the discharge of the Debtors will be effective as to each Claim, regardless of whether a Proof of Claim therefor was filed, whether the Claim is an Allowed Claim, or whether the holder thereof votes to accept the Plan.  Neither of the Potash-Debtors shall be discharged, in accordance with § 1141(d)(3) of the Bankruptcy Code, because the Plan as to each of them is a plan of liquidation, and neither of the Potash Debtors will be engaged in businesses after confirmation of the Plan

          Confirmation of the Plan shall also constitute an injunction against any action by or on behalf of the holder of any Claim so discharged seeking to collect a Claim in any manner other than as specified in the Plan.  The Confirmation Order will permanently enjoin the commencement or prosecution by any Person, whether directly, derivatively or otherwise, of any Claims, Interests, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action or liabilities which are discharged or released pursuant to the Plan.

EX-99

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF MISSISSIPPI

In re:                                                                     )

     )

MISSISSIPPI CHEMICAL                                  )

            CORPORATION, et al. [1]                         )              CASE NO. 03-02984 WEE

                                                                             )                  Chapter 11

                                    Debtors.                            )                  Jointly Administered

______________________________________ )

ORDER CONFIRMING DEBTORS' SECOND AMENDED
JOINT PLAN OF REORGANIZATION

THIS CAUSE came before the Court at a hearing held on December 8, 2004 (the "Confirmation Hearing") to consider confirmation of the Debtors' Second Amended Joint Plan of Reorganization filed on October 22, 2004 (the "Plan"). 

THE COURT, having entered its Order (I) Approving Second Amended Disclosure Statement and (II) Fixing Dates for Voting on Plan of Reorganization and Notice of Confirmation Hearing on October 22, 2004 (the "Disclosure Order"), approving the Debtors' Second Amended Disclosure Statement for the Plan (the "Disclosure Statement") as containing adequate information pursuant to § 1125(b) of the Bankruptcy Code and setting the date and time of the Confirmation Hearing pursuant to § 1128 of the Bankruptcy Code and Bankruptcy Rule 3020; and having considered the Plan, all evidence presented and all statements and argument of counsel made at the Confirmation Hearing, the entire record in this case; and taking judicial notice of all pleadings and records filed with the Clerk; and with good and sufficient cause having been shown by the Debtors, as proponents of the Plan, in support of confirmation thereof,

THE COURT HEREBY FINDS AND CONCLUDES AS FOLLOWS:

            A.       This Confirmation Order constitutes the Court's findings of fact and conclusions of law under Federal Rule of Civil Procedure 52, as made applicable by Bankruptcy Rules 7052 and 9014.  Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan.

            B.       On May 15, 2003 (the "Petition Date"), the Debtors commenced this Chapter 11 Case in good faith by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code.  The Court has jurisdiction over this proceeding pursuant to 28 U.S.C. §§ 157(a) and 1334.  This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(L).  The Debtors were and are qualified to be debtors under § 109 of the Bankruptcy Code.

            C.       The Debtors have continued owning their assets and operating their businesses as debtors-in-possession pursuant to §§ 1107(a) and 1108 of the Bankruptcy Code.

            D.       Venue of this Case is proper in the Western Division of the Southern District of Mississippi pursuant to 28 U.S.C. §§ 1408 and 1409.

            E.        The Debtors provided to all creditors and parties-in-interest due and proper notice of the Confirmation Hearing and all applicable dates and times related thereto, including the Objection Deadline and the procedures for filing objections to the Plan, of all matters related to the solicitation of acceptances of the Plan and to all counterparties to the Executory Contracts, including notice of all proposed cure amounts, in accordance with the Disclosure Order and the Court's Order (I) Approving Solicitation Procedures and Forms, (II) Establishing Dates Applicable to Solicitation Process and (III) Scheduling Hearing to Consider Confirmation of Plan entered on October 22, 2004 (the "Solicitation Order"), and Bankruptcy Rules 2002(b), 3018, 3020, 6006 and 9014.  Such notice was further fair, adequate and appropriate as to all parties to be affected by the Plan and the transactions contemplated thereby.

            F.        The Debtors timely filed the Declaration of Balloting Agent Regarding Tabulation of Votes in Connection with the Debtors' Second Amended Joint Plan of Reorganization (the "Voting Certification").  The solicitation of votes on the Plan and the distribution of the ballots to the Voting Classes and the tabulation thereof was made in accordance with the Disclosure Order, the Solicitation Order and the Bankruptcy Code and Rules and was made by the Debtors in good faith.

            G.       The Confirmation Hearing was held in accordance with the Disclosure Order and § 1128 of the Bankruptcy Code and Bankruptcy Rule 3020(b)(2).

            H.       The Debtors have satisfied the Requirements of § 1129 of the Bankruptcy Code as specifically set forth below:

                       1.        § 1129(a)(1) - Plan's Compliance with Applicable Code Provisions

                                  a.         The Plan complies with all applicable provisions of the Bankruptcy Code as required by § 1129(a)(1) of the Bankruptcy Code, including, without limitation, §§ 1122 and 1123 of the Bankruptcy Code.  Pursuant to §§ 1122(a) and 1123(a)(1) of the Bankruptcy Code, Article 3 of the Plan designates separate Classes of Claims and Interests for the plan of each of the MCC-Debtors, the Phosphates-Debtor and the Potash-Debtors.  As required by § 1122(a) of the Bankruptcy Code, each such Class of Claims and Interests contains only Claims or Interests that are substantially similar to the other Claims or Interests within that Class.  In accordance with § 1122(b) of the Bankruptcy Code, the Plan provides for a single Class of Allowed MCC Convenience Unsecured Claims against the MCC-Debtors' substantively consolidated estate of $5000 or less.  This Class is reasonable and necessary for administrative convenience.

                                  b.        Pursuant to § 1123(a)(2) and (3) of the Bankruptcy Code, Article 4 of the Plan specifies all Claims and Interests that are Unimpaired under the Plan, and Article 5 of the Plan specifies the treatment thereunder of all Claims and Interests that are Impaired.

                                  c.         Pursuant to § 1123(a)(4) of the Bankruptcy Code, Article 5 of the Plan provides the same treatment for each Claim or Interest within a particular Class.

                                  d.         Pursuant to § 1123(a)(5) of the Bankruptcy Code, the Plan provides adequate means for implementation.  On and after the Effective Date, pursuant to the transactions proposed in the Plan, the MCC-Debtors and, if applicable New MissChem, will acquire or obtain sufficient Cash and assets necessary to make the distributions required to be made pursuant to the terms of the Plan.  Likewise, following the Effective Date, the Phosphates-Debtor will be adequately capitalized, have adequate working capital and all necessary contracts, permits and approvals required to continue its business as a standalone company.  Moreover, Article 6 and various other provisions of the Plan specifically provide adequate means for the Plan's implementation, including, without limitation: (i) vesting of all right, title and interest in all of the Debtors' property and assets, including, without limitation, all rights and causes of action, in the Debtors on the Effective Date; (ii) the continued existence of the MCC-Debtors, and the Phosphates-Debtor from and after the Effective Date and, if applicable, the formation and existence of New MissChem and MCHI Holdco; (iii) funding distributions under the Plan in accordance with its provisions; (iv) effecting corporate actions and restructuring transactions necessary to effectuate the provisions of the Plan; (v) handling of post-Effective Date administration of the estates; (vi) continuation of "retiree benefits" not terminated during the Chapter 11 Case; and (vii) closing of the Chapter 11 Case.

                                  e.         The proposed amendments to and/or forms of all necessary corporate documents for the applicable MCC-Debtors, the Phosphates-Debtor and, if applicable, New MissChem, have been filed with the Court and include all provisions required to be included under § 1123(a)(6) of the Bankruptcy Code.

                                  f.          The identities of the officers and directors of the MCC-Debtors, the Phosphates-Debtor, the Potash-Debtors, and, if applicable, New MissChem, have been disclosed to the Court and are included in the Plan and the Plan Supplement filed on November 18, 2004.  As required by § 1123(a)(7) of the Bankruptcy Code, (a) the Debtors and/or the Committee have selected the initial officers and directors in a manner consistent with the interests of creditors and equity security holders and with public policy, and (b) the manner in which successor officers and directors will be chosen is also consistent with those interests and with public policy.

                       2.        § 1129(a)(2) - Debtors' Compliance with Applicable Code Provisions

           The Debtors, as the proponents of the Plan, complied with all applicable provisions of the Bankruptcy Code as required by § 1129(a)(2) of the Bankruptcy Code including, without limitation, §§ 1125 and 1126 of the Bankruptcy Code and Bankruptcy Rules 3017 and 3018.  The procedures by which the Ballots were solicited and tabulated were fair, properly conducted and in accordance with § 1125(b) of the Bankruptcy Code and Bankruptcy Rules 3017 and 3018 and with all applicable non-bankruptcy laws, rules and regulations governing the adequacy of disclosure in connection with such solicitation.

                       3.        § 1129(a)(3) - Proposal of the Plan in Good Faith

The Debtors proposed the Plan in good faith and not by any means forbidden by law. Consistent with the purposes of Chapter 11 of the Bankruptcy Code, the Plan is designed to distribute the assets from the Debtors' estates in accordance with the priorities established by the Bankruptcy Code.  The Plan is supported by the Committee, the Plan constitutes a "Lender Approved Plan" as required under the Exit Facility Commitment Letter attached to the Plan as Exhibit "A" and the Plan has been approved by Terra and Terra Parent.  Moreover, the Plan itself, and the process leading to its formulation, provide additional and independent evidence of the Debtors' good faith.

                       4.        § 1129(a)(4) - Approval of Certain Payments to Professionals

Pursuant to § 1129(a)(4) of the Bankruptcy Code, any payments made by the Debtors to Professionals for services or for costs and expenses in, or in connection with, the Chapter 11 Case have been or will be disclosed to the Court in applications to employ Professionals and in interim applications for compensation of fees and reimbursement of expenses.  Any compensation of fees or reimbursement of expenses paid by the Debtors to Professionals pursuant to monthly invoices or interim applications, together with all other fees and expenses incurred by Professionals in the Chapter 11 Case, have been approved already by the Court or will be subject to final approval by the Court pursuant to § 330 of the Bankruptcy Code and applicable orders of the Court.

                       5.        § 1129(a)(5) - Disclosures regarding Officers and Directors

Pursuant to § 1129(a)(5) of the Bankruptcy Code, the identities of the proposed officers and directors of the MCC-Debtors, the Phosphates-Debtor, the Potash-Debtors and New MissChem have been disclosed to the Court through the Plan and the filing of the Plan Supplement.  In accordance with the Court's findings contained in the record of the Confirmation Hearing, the selection of the proposed officers and directors is consistent with the interests of the holders of Claims and Interests and with public policy.

                       6.        § 1129(a)(6) - Approval of Rate Change by Regulatory Commission

           The Debtors' businesses do not involve the establishment of rates over which any governmental regulatory commission has or will have jurisdiction after Confirmation.  Accordingly, § 1129(a)(6) of the Bankruptcy Code is not applicable.

                       7.        § 1129(a)(7) - Best interest of Creditors and Holders of Interests

With respect to each Impaired Class of Claims or Interests, each holder of an Allowed Claim or Interest in each such Class has accepted the Plan or will receive or retain under the Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that such holder would receive or retain if the applicable Debtor were liquidated on the Effective Date under Chapter 7 of the Bankruptcy Code.

                       8.        § 1129(a)(8) - Acceptance of the Plan by Each Impaired Class

                                  a.         Pursuant to §§ 1126 and 1129(a)(8) of the Bankruptcy Code, (a) as indicated in Articles 4 and 5 of the Plan, (i) Classes 1A, 3A, 5A and 8A, Classes 1B and 3B and Class 1C are Unimpaired, were not entitled to vote on the Plan and, pursuant to § 1126(f) of the Bankruptcy Code, are conclusively presumed to have accepted the Plan, (ii) Classes 2A, 4A, 6A, 7A and 9A, Classes 2B, 4B and 5B and Class 2C are Impaired and were entitled to vote on the Plan, and (iii) Class 6B and Class 3C receive no distribution under the Plan and are deemed to reject the Plan; and (b) as indicated in the Voting Certification, holders of Allowed Claims and Interests in Classes 2A, 4A, 6A, 7A and 9A, Classes 2B, 4B and 5B and Class 2C have each accepted the Plan pursuant to § 1126(a) of the Bankruptcy Code by the requisite majorities required by § 1126(c) and (d).

                                  b.        The provisions of the Plan with respect to the holders of Unimpaired Claims are fair and appropriate.

                       9.        § 1129(a)(9) - Treatment of Claims Entitled to Priority

With respect to each of the estates of the MCC-Debtors, the Phosphates-Debtor and the Potash-Debtors, the Plan provides for treatment of Administrative Expense Claims and Priority Claims in the manner required by § 1129(a)(9) of the Bankruptcy Code.

                       10.      § 1129(a)(10) - Acceptance by at Least One Impaired Class

As required by § 1129(a)(10) of the Bankruptcy Code and as indicated in the Voting Certification, at least one Class of Claims or Interests that is Impaired under the Plan has accepted the Plan, excluding votes cast by insiders.

                       11.      § 1129(a)(11) - Feasibility of the Plan

With regard to both the MCC-Debtors and the Phosphates-Debtor, the Plan satisfies § 1129(a)(11).  In each case, the relevant Debtors have shown that their respective Plans are feasible, that their respective Plans are not likely to be followed by the need for further financial reorganization or liquidation of any Debtor (other than as may be provided for under the Plan) and that on and after the Effective Date such Debtors will have adequate capital and other resources for operating and conducting their respective businesses and will be duly authorized to do so.  As to the Potash-Debtors, the Plan satisfies § 1129(a)(11) because the Plan is a plan of liquidation.

                       12.      § 1129(a)(12) - Payment of Bankruptcy Fees

In accordance with § 1129(a)(12) of the Bankruptcy Code, Section 2.3 of the Plan provides for the payment of all fees payable under 28 U.S.C. § 1930 to the United States Trustee for this District, and the Debtors have adequate means to pay all such fees.

                       13.      § 1129(a)(13) - Retiree Benefits

In accordance with § 1129(a)(13) of the Bankruptcy Code, the Plan provides for the continuation after the Effective Date of all retiree benefits (as that term is defined in § 1114 of the Bankruptcy Code) of the Debtors not terminated prior to the Effective Date to the extent required by § 1129(a)(13) of the Bankruptcy Code, without prejudice to the Debtors' right under applicable non-bankruptcy law to modify, amend or terminate such benefits following the Effective Date.

                       14.      § 1129(d) - Principal Purpose of the Plan

The principal purpose of the Plan is not the avoidance of taxes or the avoidance of the application of Section 5 of the Securities Act of 1933.

             I.        Pursuant to §§ 105(a) and 1123(b)(3) of the Bankruptcy Code and Bankruptcy Rules 3016(c) and 9019, all settlements, compromises, releases, indemnifications and exculpations set forth in the Plan and implemented by this Confirmation Order, including, without limitation, the injunction set forth in Sections 13.6 and 13.7 of the Plan and the releases and exculpations set forth in Section 13.8 of the Plan, are fair, equitable, reasonable and in furtherance of the Debtors' reorganization and the best interests of their estates, creditors and equity security holders.  All settlements and compromises of Claims and causes of action against non-debtor entities that are embodied in the Plan, that are approved herein as fair, equitable, reasonable and in the best interests of the Debtors' estates, creditors and equity security holders shall be, and hereby are, effective and binding on all persons and entities who may have had standing to assert such claims or causes of action, and no person or entity shall possess such standing to assert such claims or causes of action after the Effective Date

             J.       The substantive consolidation pursuant to § 105(a) of the Bankruptcy Code, as provided under Section 6.2 of the Plan, of the MCC-Debtors and the Potash-Debtors for all purposes related to the Plan, including but not limited to classification of Claims and Interests, voting to accept the Plan as to each consolidated estate, confirmation of the Plan as to each consolidated estate whether by acceptance or, if necessary, cramdown, and distribution of property and assets is fair, reasonable and supported by equitable justification and should be authorized.

             K.     The transactions and documents contemplated by the Plan and which are to be entered into, closed or conducted on or after the Effective Date and pursuant to which the Debtors will perform and consummate the Plans, including but not limited to (i) closing of the Terra Transaction pursuant to the Terra Stock Purchase Agreement, (ii) the execution and delivery of, and performance under, the Replacement DIP Amended Facility and all documents, guarantees, and other arrangements contemplated thereby, (iii) alternatively, entering into the Standalone Transaction and closing of the Exit Facility, (iv) if necessary, making the Phosphates Capital Contribution and distributions relating thereto in connection with the divestiture of Phosphates (given that a Phosphates Transaction will not have occurred by the Effective Date) and (v) conducting the public auction sale of the remaining assets of the Potash-Debtors, were in each case proposed in good faith, negotiated at arms' length between and among the respective parties, are based upon fair value and good and sufficient consideration and are in the best interests of the respective estates of the Debtors.

             L.      Each term and provision of the Plan, as modified or interpreted by the Court, is valid and enforceable pursuant to its terms.

             M.     Entry of this Order is without prejudice to any and all rights the Mississippi State Tax Commission may have under its Proof of Claim, as amended, filed in this case and to any and all rights it may have to interest on any portion of its Allowed Claim, which rights are expressly preserved until the Court rules on the Debtors' Objection to said Proof of Claim.

BASED ON THE FOREGOING, the Court is of the opinion that confirmation of the Plan is in the best interests of the Debtors' estates and all creditors and parties-in-interest and that the Plan should therefore be approved and confirmed.

THEREFORE, IT IS HEREBY ORDERED:

                    1.          The record of the Confirmation Hearing is hereby closed.

                    2.          The Plan (including all Exhibits thereto and all documents contained in or contemplated by the Plan Supplement) and each of the Plan's provisions are hereby approved and confirmed in all respects pursuant to § 1129 of the Bankruptcy Code; provided, however, that if there is any conflict between the terms of the Plan and the terms of this Confirmation Order, the terms of this Confirmation Order shall control.  All objections and responses to the Plan, to the extent they have not been withdrawn prior to entry of this Confirmation Order or are not cured by the relief granted herein, are hereby overruled; provided, however that the overruling of the objection filed by the Mississippi State Tax Commission is without prejudice to any and all rights it may have to interest on any portion of its Allowed Claim, which rights are expressly preserved until the Court rules on the Debtors' Objection to said Proof of Claim.

                    3.         The Debtors, New MissChem, the Committee, the Replacement DIP Lenders, the Exit Lenders, Terra and Terra Parent and each other appropriate party are hereby authorized and directed to take all actions necessary or appropriate to enter into, execute, deliver, implement and consummate the transactions and to take such other steps and perform such other acts as may be necessary to implement and effectuate the Plan, and are further authorized and directed to execute and deliver any instrument and perform any other act that is necessary for the consummation of the Plan, including the closing and implementation of the Terra Transaction or the Standalone Transaction, in accordance with § 1142 of the Bankruptcy Code.  The approvals and authorizations specifically set forth in this Confirmation Order are not intended to limit or condition the authority, under otherwise applicable law, of any Debtor, New MissChem, the Committee, the Replacement DIP Lenders, the Exit Lenders, Terra or Terra Parent to take any and all actions necessary or appropriate to implement, effectuate and consummate the Plan, this Confirmation Order and the respective transactions contemplated thereby and to conduct their respective businesses from and after the Effective Date.

                    4.        The Effective Date of the Plan shall be the second Business Day after all conditions set forth in Section 11.1 of the Plan have been met or waived in accordance therewith.  The Debtors shall, within three (3) Business Days after the Effective Date has occurred, serve upon all holders of Claims and Interests, all counterparties to any Executory Contract and all parties served with the Disclosure Order a copy of the Notice of Effective Date in substantially the form attached hereto as Exhibit 1, which is hereby approved, and shall file with the Court proof of service of such notice.  In any event, the Effective Date shall not be more than 120 days after the Confirmation Date as provided in Section 11.2.

                    5.        Except as otherwise provided in § 1141(d)(3) of the Bankruptcy Code, on and after the Effective Date, the provisions of the Plan shall be binding upon and inure to the benefit of the Debtors, all present and former holders of Claims against and Interests in the Debtors, their respective successors and assigns, and all other parties-in-interest in this Chapter 11 Case.

EFFECTS OF CONFIRMATION

                    6.       The provisions providing for the assumption and rejection pursuant to § 365 of the Bankruptcy Code of Executory Contracts as provided in Article 8 of the Plan are hereby approved and with respect thereto, it is further ordered as follows:

                              a.         Except as otherwise provided in Sections 8.3 and 8.4 of the Plan and subject to the provisions of this ¶ 6, on the Effective Date, all Executory Contracts that exist between a Debtor and any third party, except for any Executory Contract (i) which has been assumed or rejected pursuant to an order of this Court entered prior to the Effective Date or pursuant to this Confirmation Order, (ii) as to which a motion for approval of the assumption of such Executory Contract has been filed and served on or before the Effective Date (except to the extent that any such motion is ultimately denied or withdrawn), or (iii) is assumed pursuant to Sections 8.3 and 8.4 of the Plan, shall be deemed to have been rejected by the appropriate Debtor, pursuant to § 365 of the Bankruptcy Code, as of the Effective Date.

                              b.        If rejection of an Executory Contract effected pursuant to this order results in a Claim, then such Claim shall be deemed discharged and forever barred and shall not be enforceable against any Debtor or the properties of any of them and shall not be entitled to participate in any distribution under the Plan unless a Proof of Claim is filed and served upon counsel to the Debtors and counsel to the Committee within thirty (30) days after the Effective Date.  The Debtors shall within three (3) Business Days after the Effective Date, provide written notice of such rejection to each counterparty to any Executory Contract rejected pursuant to the Plan via copy of the Notice of Effective Date together with a Proof of Claim form for filing any Claim resulting from said rejection and notice of the deadline by which said Proof of Claim must be filed.

                              c.        On the Effective Date, the MCC-Debtors and the Phosphates-Debtor shall be deemed to have assumed each Executory Contract listed on Schedule 4.22 to the Terra Stock Purchase Agreement (except such Executory Contracts which the MCC-Debtors state in Schedule 4.22(f) the intention to "Reject") and Schedule 8.4 to the Plan, respectively, except as otherwise provided in this Confirmation Order.  This Confirmation Order shall be, and hereby is, deemed to constitute the Court's express approval, pursuant to § 365 of the Bankruptcy Code, of each such assumption effective as of the Effective Date.

                              d.       The Debtors reserve their right and are hereby authorized, at any time prior to the Effective Date, to amend Schedule 4.22 to the Terra Stock Purchase Agreement and Schedule 8.4 to the Plan to change its election, or to add thereto any Executory Contract not previously identified, and to provide appropriate notice of any such change to all respective counter-parties thereto.  Further, the Debtors shall retain the right to file, prior to the Effective Date, motions to reject any Executory Contract in accordance with Section 8.4 of the Plan.  This Confirmation Order shall be, and hereby is, deemed to constitute the Court's conditional approval, pursuant to § 365 of the Bankruptcy Code, of each such assumption or rejection, as the case may be, effective as of the Effective Date.  In the event that there exists a dispute regarding any cure amount under any Executory Contract, such disputes shall be resolved in accordance with § 365(b) of the Bankruptcy Code.  Attached hereto as Confirmation Order Schedule 6.d is a list of amendments to either Schedule 4.22 or Schedule 8.4 through the date hereof, all of which are approved and effective consistent with this Confirmation Order.

                              e.        Any monetary defaults under any Executory Contract to be assumed pursuant to the Plan as indicated on Schedule 4.22 to the Terra Stock Purchase Agreement and Schedule 8.4 to the Plan shall be cured under § 365(b)(1) of the Bankruptcy Code by payment in full, in Cash, of said amount on the Effective Date, unless such other terms are agreed to between the applicable Debtor and the counterparty to such Executory Contract.  If there is a dispute regarding (a) the nature or amount of any cure amount, (b) the ability of the applicable Debtor to provide "adequate assurance of future performance" (within the meaning of § 365 of the Bankruptcy Code) under the Executory Contract to be assumed, or (c) any other matter pertaining to assumption or assignment (each, a "Cure Dispute") that cannot be resolved consensually among the parties, the Debtors (with the consent of Terra, if the Terra Transaction is closed, or the Committee, if the Standalone Transaction is closed) shall have the right to reject the Executory Contract for a period of five (5) Business Days after entry of a Final Order adjudicating a Cure Dispute in a manner that is not acceptable to the Debtors and Terra (if the Terra Transaction is closed) or the Committee (if the Standalone Transaction is closed).

                    7.       On the Effective Date, all right, title and interest in all of the Debtors' property and assets, including without limitation, all rights and causes of action, whether arising by contract, under the Bankruptcy Code, under the Plan or under other applicable law, including, without limitation, all rights the Debtors have under the Plan, shall vest in the respective Debtors. The transfer by the Debtors to, and the revesting of property in, the reorganized Debtors (i) is a legal, valid, and effective transfer of property, (ii) vests the reorganized Debtors with good title to such property free and clear of all liens, charges, claims, encumbrances, or interests, except as expressly provided in the Plan or this Confirmation Order, (iii) does not constitute an avoidable transfer under the Bankruptcy Code or under applicable non-bankruptcy law, and (iv) does not and shall not subject the reorganized Debtors to any liability by reason of such transfer under the Bankruptcy Code or under applicable non-bankruptcy law.  The transfers of property by the Debtors to holders of Claims and Interests under the Plan are for good consideration and value.

                    8.       As provided in Section 6.2 of the Plan, the MCC-Debtors are hereby substantively consolidated, and the Potash-Debtors are also hereby substantively consolidated, pursuant to § 105(a) of the Bankruptcy Code for all purposes related to the Plan.

                    9.       In accordance with § 1141 of the Bankruptcy Code and Section 15.1 of the Plan:

                              a.        The MCC-Debtors and the Phosphates-Debtor are hereby discharged from all Claims and Interests arising prior to entry of this Confirmation Order except as otherwise provided herein or in the Plan and regardless of whether a Proof of Claim therefor was filed, whether the Claim is an Allowed Claim or whether the holder thereof voted to accept the Plan.

                              b.        As provided in Section 13.4 of the Plan, except as to the Replacement DIP Amended Facility and as otherwise provided in the Plan or this Confirmation Order, all Liens on any assets and property of the Debtors shall be deemed released and discharged and all Claims related thereto shall be canceled and discharged.

                              c.         The Potash-Debtors shall not be discharged, in accordance with § 1141(d)(3) of the Bankruptcy Code, because the Plan as applicable thereto is a plan of liquidation, and neither of the Potash-Debtors will be engaged in business after confirmation of the Plan.

                              d.        The Potash-Debtors are hereby authorized to conduct the auction sale as provided in Section 6.4.H by sending written notice thereof to (i) the holders of Claims in Class 2C, (ii) the parties listed on the Twenty First Amended Shortened Service List filed herein and (iii) all parties identified by the Potash-Debtors as potentially interested buyers, at least ten (10) days prior to the date on which such sale shall occur identifying the date, time and location of the sale and the assets to be sold pursuant thereto.

                              e.         Joe A. Ewing is hereby authorized and empowered for all purposes to authorize such actions and execute such documents as are necessary to effect the liquidation and dissolution of the Potash-Debtors in accordance with the Plan and this Confirmation Order.

                    10.    Confirmation of the Plan and entry of this Confirmation Order shall constitute an injunction and shall continue in effect all applicable stays as set forth below:

                              a.         Unless expressly modified or lifted by the Court and except as otherwise provided in the following subparagraph (b), all injunctions or stays provided for in the Chapter 11 Case, including as provided in Sections 13.6, 13.7 and 15.2 of the Plan and in this Confirmation Order, under §§ 105 or 362 of the Bankruptcy Code or otherwise, and existing on the date of entry of this Confirmation Order or created hereby, shall remain in full force and effect.

                              b.        The prosecution (whether directly, derivatively or otherwise) of any claim, obligation, suit, judgment, damage, demand, debt, right, cause of action, liability or interest discharged under Section 15.1 of the Plan, or released or exculpated by operation of Section 13.8 of the Plan is hereby permanently enjoined in accordance with Sections 13.6, 13.7 and 15.2 of the Plan; provided, however that nothing in this Confirmation Order or the Plan shall release, discharge, enjoin, exculpate, or preclude any claim that any governmental unit may have against the Debtors which has not arisen as of the Effective Date of the Plan; provided further that nothing in this Confirmation Order or the Plan releases, nullifies, or enjoins the enforcement of any liability to a governmental unit that any entity would be subject to as the owner or operator of property after the Effective Date of the Plan under governmental police and regulatory statutes or regulations, including but not limited to monetary claims and claims for penalties.

                    11.    Pursuant to and in accordance with Section 13.8 of the Plan and except as otherwise provided in the applicable portions of ¶¶ 10.b and 27 of this Confirmation Order, on the Effective Date, the Covered Parties shall be entitled to the benefits of the releases and waivers provided in Section 13.8.A of the Plan.

                    12.    None of the Debtors and their estates or the Covered Parties, nor any of their respective owners, members, officers, directors, managers, employees, agents, representatives, attorneys, advisors or other professional representatives, or any of their successors or assigns, shall be liable for any act or omission from and after the Petition Date in connection with, relating to, or arising out of, the Chapter 11 Case, the commencement of the Chapter 11 Case, the administration of the Chapter 11 Case, the pursuit of and the approval of the sales of the Debtors' assets (and the related agreements), the formulation, negotiation or implementation of the Plan, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for their gross negligence or willful misconduct.  Without limiting the foregoing, any holder of a Class 6A Claim that receives Phosphates New Common Stock from MCC by reason of the Plan Support Undertaking described in Sections 4.2.3 F and 4.4.5.1 of the Disclosure Statement shall be deemed to have no claims against Perry arising out of such Plan Support Undertaking or the distribution of Phosphates New Common Stock resulting therefrom.  Notwithstanding any provision in the Plan to the contrary, no person that was, prior to the Effective Date, liable in any respect for the Pension Plan shall be discharged or released from any liability with respect to the Pension Plan.  The exculpation provisions contained in Section 13.8.B of the Plan shall not discharge or enjoin collection from any responsible non-Debtor parties who may be liable for taxes owed by the Debtors to governmental units.

                    13.    Pursuant to and in accordance with § 1125(e) of the Bankruptcy Code, all persons that solicited acceptances or rejections of the Plan, or that participated in the offer, issuance, sale or purchase of a security offered or sold under the Plan, shall not be liable, on account of such solicitation or participation, for violation of any applicable law, rule or regulation governing solicitation of acceptance of a plan or the offer, issuance, sale or purchase of securities.

CORPORATE ACTIONS

                    14.    Except as provided in ¶ 15 below and subject to the provisions of the Plan and this Confirmation Order, each of the Debtors shall continue in existence on and after the Effective Date, and the Debtors and, if applicable New MissChem and MCHI Holdco, shall be governed and managed in accordance with the Plan and all applicable corporate formation and governance documents as adopted and/or amended pursuant to the Plan and this Confirmation Order.  The Debtors, New MissChem and MCHI Holdco are authorized to effectuate the Plan and the transactions contemplated by the Plan and to take any proceedings or actions (including without limitation entering into the Replacement DIP Amended Facility or the Exit Facility, as the case may be, and incurring indebtedness, providing guarantees and collateral under each such facility) provided for or contemplated by the Plan (in each case in a manner consistent with the Plan) as may be necessary and appropriate, all without further action by its members, stockholders or partners, and with like effect as if such actions had been taken by unanimous action thereof.

                    15.    After completion of the public auction sale of their remaining assets as set forth in Section 6.4 of the Plan, the Potash-Debtors shall be deemed dissolved for all purposes without the necessity for any other or further actions to be taken by or on behalf of the Debtors or payments to be made in connection therewith; provided, however, that the Potash-Debtors shall file with the appropriate public office certificates of dissolution for each of the Potash-Debtors after completion of the auction sale and liquidation.  From and after the Effective Date, the Potash-Debtors shall not be required to file any document, or take any other action, to withdraw their business operation from any state in which they were previously conducting their business operations.

                    16.    As provided by the Plan, the Debtors are hereby authorized to take the following actions on or after the Effective Date, as applicable:

                              a.         The existing common stock of MCC, Phosphates, Potash and Eddy shall be canceled without further act or action under any applicable agreement, law, regulation, order or rule, and the shares evidenced thereby shall be extinguished.

                              b.        If the Terra Transaction is closed, MCC shall issue the MCC New Common Stock, to be delivered to BMC as Disbursing Agent, for distribution in accordance with the Plan and the Terra Stock Purchase Agreement.

                              c.        If the Standalone Transaction closes, Old MissChem shall issue and deliver to New MissChem all of the Old MissChem Common Stock.  New MissChem shall issue and deliver to BMC as Disbursing Agent the New MissChem Common Stock for distribution in accordance with the Plan.  New MissChem shall also issue and deliver to BMC for distribution in accordance with the Plan the New MissChem Warrants.

                              d.       The Phosphates New Common Stock will be placed in a trust to be formed in substantial conformity with that proposed in the Plan Supplement, and as supplemented in the related exhibit introduced at the Confirmation Hearing, in which case a freely transferable trust certificate will be distributed in accordance with the Plan in lieu of distribution of shares of Phosphates New Common Stock, all in accordance with Section 6.3(3)C of the Plan.

                    17.    With respect to the issuance and distribution of securities under the Plan, including, if applicable, the New MissChem Warrants (and securities issued pursuant thereto) and the trust certificates pursuant to Section 6.3(3)C and ¶ 16.d hereof, the Debtors and all other parties issuing and delivering such securities (including pursuant to the plan support letter referenced in the Plan) are entitled to and shall receive the full benefit of § 1145 of the Bankruptcy Code.  The offer of securities under the Plan is in exchange for Claims against the Debtors, or principally in such exchange and partly for cash or property, within the meaning of § 1145(a)(l) of the Bankruptcy Code.  In addition, under § 1145 of the Bankruptcy Code, to the extent, if any, that the above-listed securities constitute "securities," (I) the offering of such items is exempt and the issuance and distribution of such items will be exempt from section 5 of the Securities Act of 1933 and any state or local law requiring registration prior to the offering, issuance, distribution, or sale of securities, and (II) all of the above-described items will be freely tradable by the recipients thereof, subject to § 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(11) of the Securities Act of 1933, as amended, and compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments.  Pursuant to and to the fullest extent permitted by § 1145 of the Bankruptcy Code, the resale of any of the above-described items shall be exempt from section 5 of the Securities Act and any state or local law requiring registration prior to the offering, issuance, distribution or sale of the securities.

                    18.    MCC and Terra Parent believe that none of the holders of Class 6A Claims (as a result of its holdings of such Claims and its holdings and contemplated acquisitions of any securities of Terra Parent in each case, of which MCC and Terra Parent have been notified in writing) should be deemed to be underwriters in respect of the securities of Terra Parent for the purpose of Rule 145 of the Securities Act of 1933.

                    19.    MCC or Old MissChem (as the case may be) shall on the Effective Date form MCHI Holdco and transfer MCC/Old MissChem's interests in MCHI to MCHI Holdco.

                    20.    On the Effective Date and except as otherwise provided herein, in the Plan or the Plan Supplement, all current directors of the Debtors shall be discharged from their positions as directors and fully relieved of their duties and responsibilities as such.

                    21.    As of or following the Effective Date, pursuant to §§ 1123(a)(6) and 1142 of the Bankruptcy Code and the applicable law of the state of incorporation or organization of each Debtor, New MissChem and MCHI Holdco, the Debtors, New MissChem and MCHI Holdco shall be, and hereby are, authorized, in accordance with applicable terms of the Plan and this Confirmation Order, to:

                              a.         take all actions necessary to implement or amend, as the case may be, their applicable corporate formation and governance documents substantially as set forth in the Plan and the Plan Supplement;

                              b.        effectuate the Plan, the transactions contemplated by the Plan and this Confirmation Order, to take any proceedings or actions provided for or contemplated by the Plan or this Confirmation Order, and to execute, deliver, implement and perform their obligations under the Plan and any other agreements, instruments and other documents that may be necessary or appropriate for the implementation or consummation of the Plan, all without further action by their respective directors, managers, partners, members and/or stockholders, and with like effect as if such actions had been taken by unanimous action of the respective directors, managers, partners, members and/or stockholders of the appropriate Debtor or New MissChem;

                              c.        if any of the actions described in the Plan or this Confirmation Order would otherwise require the consent or approval of the directors, managers, partners, members and/or stockholders of any Debtor, New MissChem or MCHI Holdco, this Confirmation Order shall constitute such consent or approval, and such actions shall be, and hereby are, deemed to have been taken by unanimous action thereby; and

                              d.       conduct their businesses without further application to or supervision of this Court except for the retention of jurisdiction expressly provided in this Confirmation Order or their respective Plans.

                    22.     The Court hereby approves each of the officers and directors proposed in the Plan Supplement to serve in such capacities for each of the Debtors on and after the Effective Date, and each of them shall be charged with all responsibilities and duties incumbent upon them under the applicable Debtor's articles of formation and applicable state law and shall be authorized to act in accordance therewith.

TRANSACTIONS

                    23.    The MCC-Debtors and Terra are authorized to close the Terra Transaction and to execute all necessary documents, instruments and agreements and to take all further actions as are necessary to perform the Terra Stock Purchase Agreement.  In connection therewith, the MCC-Debtors and the Replacement DIP Lenders are authorized to enter into and close the Replacement DIP Amended Facility and to execute and deliver all loan and security documents and all related documents, instruments and agreements and to take all actions necessary to close and give effect thereto as contemplated in the Replacement DIP Amended Facility credit agreements and the Amendment Letter attached to the Plan as Exhibit "D". 

                    24.    If the Terra Transaction and the Replacement DIP Amended Facility are closed, the current liens and security interests created pursuant to the Replacement Financing Orders (as defined below) and the Replacement DIP Facility in favor of the Replacement DIP Lenders and securing the Replacement DIP Claims shall remain in full force and effect to secure the obligations of the reorganized Debtors under the Replacement DIP Amended Facility and shall not be altered, amended or discharged hereby and shall be and remain binding, enforceable, first priority liens on and security interests in all property and assets of the MCC-Debtors except as otherwise provided under the Replacement DIP Amended Facility.

                    25.    In the alternative, if the conditions to closing the Terra Transaction have not been met or waived in accordance with the Plan, the MCC-Debtors and New MissChem and the Exit Lenders are authorized to enter into and close the Exit Facility and to execute and deliver the Old MissChem Exit Facility Security Documents and the New MissChem Exit Facility Security Documents and all related documents, instruments and agreements and to take all actions necessary to close and give effect thereto.  Upon closing of the Exit Facility, the Exit Lenders shall hold first priority liens on and security interests in all property and assets of the MCC-Debtors and New MissChem, except as otherwise provided under the Exit Facility.

                    26.    Whether the Terra Transaction or the Standalone Transaction is closed, on the Effective Date, MCC is hereby authorized and directed to make the Phosphates Capital Contribution to the Phosphates-Debtor in accordance with the Plan in such amount as is determined by MCC, the Committee and the Replacement DIP Lenders, in return for which MCC shall receive from the Phosphates-Debtor Phosphates New Common Stock.  The Plan Support Undertaking contemplated by and described in Sections 4.2.3.F and 4.4.5.1 of the Disclosure Statement is, when and if executed and issued, hereby approved and all actions contemplated therein are hereby authorized.

                    27.    On and after the Effective Date, the Phosphates-Debtor shall remain liable for all obligations or liabilities for hazardous materials existing or arising on account of past, present or future assets or operations by the Phosphates-Debtor or its predecessors and are expressly not discharged under the Plan; provided, however, that none of the MCC-Debtors and their non-debtor subsidiaries, including MCHI, MCHI Holdco nor New MissChem under the Standalone Transaction, nor Terra or Terra Parent under the Terra Transaction, shall have, on and after the Effective Date, any liability for such obligations and liabilities, and the same are hereby fully discharged and released; provided further that, notwithstanding Section 6.3(3)D of the Plan, nothing in the Plan or this Confirmation Order shall release any holder of a Class 4B or 5B Claim or any other non-debtor from any liability to a governmental unit under environmental law (i) arising from prior actions by such parties that are unrelated to the Plan, consummation thereof, or receipt of distributions thereunder, or (ii) that arise or are incurred on or after the Effective Date of the Plan.

                    28.    Except as expressly provided in the Plan or this Confirmation Order, confirmation of the Plan shall not alter or modify the Interim and Final Orders (I) Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 361, 362, 363, 364(c)(1), 364(c)(2), 364(c)(3) and 364(d), and (II) Authorizing Use of Cash Collateral Pursuant to 11 U.S.C § 363 entered by the Bankruptcy Court on July 1 and 15, 2004, respectively (collectively, the "Replacement Financing Order").  The obligations of the Debtors under the Replacement Financing Order and if the Replacement DIP Amended Facility shall be entered into, the Replacement DIP Amended Facility, shall survive confirmation of the Plan and the obligations of the Debtors thereunder shall not be discharged pursuant to the Plan or this Confirmation Order but shall remain in full force and effect.

DISTRIBUTIONS

                    29.    BMC, as the Disbursing Agent under the Plan, is authorized and directed to receive all property and make distributions thereof as required under the Plan and this Confirmation Order.

                    30.    Pursuant to § 1146(c) of the Bankruptcy Code, any transfers in the United States from a Debtor to any person pursuant to or in contemplation of the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the appropriate state or local governmental officials or agents are hereby ordered to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

                    31.    In accordance with Section 6.6 of the Plan, the Effective Date shall be the Initial Distribution Record Date on which distributions are made under the Plan.  The Committee shall determine future dates on which further distributions under the Plan will be made.  All transfer agents, indenture trustees and all other persons shall be bound by and shall recognize and adhere to such distribution record dates. 

POST EFFECTIVE-DATE ADMINISTRATION

                    32.    The Committee shall continue in existence and perform its duties as set forth in the Plan and this Confirmation Order on and after the Effective Date, and may continue to employ attorneys and other professionals, until all of these cases are closed.  The Committee and its professionals shall be paid their reasonable compensation and reimbursed their reasonable expenses from the sources set forth in and in accordance with Section 13.16 of the Plan without having to file applications with or obtain orders approving such payments from the Court.

                    33.    The Committee shall, if the Terra Transaction is Closed, (a) review and, if necessary, prosecute, compromise, settle or otherwise resolve or withdraw any complaint to or claims by Terra to the Adjustment Amount and Holdback Amount and (b) provide oversight of the Terra Stock held in escrow pursuant to the Terra Stock Purchase Agreement.  All such escrows shall be held by BMC as the Disbursing Agent under the Plan and distributed in accordance with the Terra Stock Purchase Agreement.

                    34.    After the Effective Date of the Plan, the Committee, if the Terra Transaction is closed, and New MissChem, if the Standalone Transaction is closed, shall have the exclusive right to make, file and continue prosecution of objections to the allowance and/or amount of any Claim or Interest with the Court, and shall file and serve any such objections not previously filed upon holders of each of the Claims and Interests to which objections are made within sixty (60) days after the Effective Date or such other date as the Court may fix, after notice and hearing thereon.  Furthermore, the Committee and New MissChem, as the case may be, shall have the exclusive right to settle, compromise, otherwise resolve or withdraw any objection to Claims and Interests without approval of this Court.

                    35.     As to the pursuit of Avoidance Actions described and as provided in Sections 13.14 and 13.16 of the Plan:

                              a.         On and after the Effective Date, the Committee, if the Terra Transaction closes, and New MissChem, if the Standalone Transaction closes, will, pursuant to § 1123(b)(3) of the Bankruptcy Code, have the exclusive right to enforce any and all present or future rights of any and all of the Debtors that arose before or after the Petition Date, including, but not limited to, rights, claims, causes of action, avoiding powers, suits and proceedings arising under § 105 and/or Chapter 5 of the Bankruptcy Code.   The Committee or New MissChem, as the case may be, may pursue, abandon, settle or release any or all such claims and rights of action pursuant to the terms of the Plan, as it deems appropriate, without further approval by or relief from the Court.

                              b.        The allowance of any Claim prior to the Effective Date shall not constitute a waiver of the right to take any action authorized under Section 13.16 of the Plan against the holder of such Claim.

ADDITIONAL PROVISIONS

                    36.     Pursuant to § 1111(a) of the Bankruptcy Code and Bankruptcy Rule 3003, Claims listed in the Debtors' Schedules filed pursuant to Rule 1007(b)(1), as amended, for which no Proof of Claim was filed by the Bar Date are hereby deemed Allowed in such amounts as are contained in such Schedules, and all Claims listed in the Debtors' Schedules as disputed, contingent or unliquidated and for which no Proof of Claim was filed by the Bar Date are hereby forever barred, estopped, cancelled and enjoined, and the holders of such Claims are not entitled to any recovery from the Debtors under the Plan.

                    37.     Pursuant to Section 2.1 of the Plan, the MCC Indenture Trustee and the Phosphates Indenture Trustee are hereby granted Allowed Administrative Expense Claims in the amounts of $180,000 and $48,000, respectively, and the same shall be paid on the Effective Date in full satisfaction of each Indenture Trustee's fees and expenses, including attorneys' fees, incurred during the Chapter 11 Case.  Upon payment in full of such fees and expenses, the liens of each Indenture Trustee on the current distributions to the holders of the Senior Notes and the IRBs, as applicable, for such fees and expenses shall be released and extinguished.

                    38.     Pursuant to that certain Stipulation and Agreed Order entered herein on October 15, 2004, on the Effective Date, all Claims filed by the PBGC will be deemed withdrawn.

                    39.     All "Tier C Employees" of the MCC-Debtors shall be entitled to receive, on or after the Effective Date, the severance benefits described in Exhibit "L" to the Terra Stock Purchase Agreement. 

                    40.     The substantial consummation of the Plan, within the meaning of § 1127 of the Bankruptcy Code, shall be deemed to occur on the Effective Date, except as to the Potash-Debtors, as to which substantial consummation shall be deemed to occur on the date the auction sale is completed.

                    41.     On or before the Effective Date, the Debtors shall pay all fees payable pursuant to 28 U.S.C. § 1930 and shall continue to pay such fees until a final decree is entered closing each Chapter 11 Case.

                    42.     The Court hereby authorizes the Debtors to consummate the Plan immediately after entry of this Confirmation Order subject to the occurrence (or waiver) of the conditions precedent to consummation set forth in Section 11.1 of the Plan.

RETENTION OF JURISDICTION

                    43.     Under §§ 105(a) and 1142 of the Bankruptcy Code, and notwithstanding entry of this Confirmation Order, the occurrence of the Effective Date and the closing of any of the transactions authorized hereby, the Court shall retain jurisdiction over all matters arising under, arising out of, or related to, the Chapter 11 Case, the Plan and the actions and transactions taken pursuant thereto to the fullest extent permitted by law, including, among other things, jurisdiction over the matters specifically listed in Section 12.1 of the Plan.

                    44.     Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the Debtors are hereby directed to serve a notice of the entry of this Confirmation Order, substantially in the form attached hereto as Exhibit 2 (the "Confirmation Notice"), on all holders of Claims and Interests, all counterparties to any Executory Contract and all other persons on whom the Disclosure Order was served no later than three (3) Business Days after the date of entry of this Confirmation Order; provided, however, that the Debtors shall be obligated to serve the Confirmation Notice only on the record holders of such Claims and Interests.

THEREFORE, in consideration of all of the foregoing, IT IS ORDERED that the Plan is hereby CONFIRMED and that this Confirmation Order shall be effective immediately upon entry.

SO ORDERED this the 8th day of December, 2004.

                                                                                   
EDWARD ELLINGTON
United States Bankruptcy Judge

APPROVED:

______________________________________

JAMES W. O'MARA

DOUGLAS C. NOBLE

Attorney for Debtors

______________________________________

THOMAS L. KENT

Attorney for Official Committee of

Unsecured Creditors

______________________________________

MARK J. THOMPSON

Attorney for Replacement DIP Lenders

Confirmation Order Schedule 6.d

1.        With regard to that certain Anhydrous Ammonia Purchase Agreement (the "Off-Take Agreement"), which is identified in duplicate on page 16 of Schedule 4.22(f) to the Terra Stock Purchase Agreement both as Contract N1100 and as Contract N658, Schedule 4.22 is to be amended as follows:  N658 shall be deleted therefrom as duplicative, and Contract N1100 shall be assumed pursuant to the Plan.

2.        That certain contract between Mississippi Phosphates Corporation, as Charterers, and T. Klaveness Shipping AS, Oslow, as Owners, shall be added to Schedule 8.4 to the Plan and shall be assumed by the Phosphates-Debtor pursuant to the Plan.  T. Klaveness Shipping AS, Oslow shall be provided with a copy of this Confirmation Order and a Notice of Assumption (in the form previously approved by the Court) within three (3) Business Days from the date of entry of this Confirmation Order.

3.        The cure amount applicable to the Car Service Agreement between the Debtors and Union Tank Car as identified and stated Schedule 4.22 of the Terra Stock Purchase Agreement and elsewhere is amended and restated for all purposes to be $25,959.15, and the Debtors shall satisfy said cure amount in assuming the Car Service Agreement; provided, however, that notwithstanding the foregoing, all rights of the Debtors to dispute, whether prior to or after confirmation of the Plan, any charges comprising said cure amount are fully reserved and unaffected by the Confirmation Order or any prior order of the Court.

4.        That certain TruckMAIL Contract between MissChem Nitrogen, L.L.C. and QUALCOMM Incorporated dated January 21, 2003, as thereafter amended, shall be added to Schedule 4.22 to the Terra Stock Purchase Agreement and shall be assumed pursuant to the Plan.  QUALCOMM Incorporated has consented to such assumption, and there are no defaults existing thereunder.

EXHIBIT 1

Notice of Effective Date

EXHIBIT 2

Confirmation Notice

[1]               The Debtors are the following entities:  Mississippi Chemical Corporation; Mississippi Nitrogen, Inc.; MissChem Nitrogen, L.L.C., Mississippi Chemical Company, L.P.; Mississippi Chemical Management Company; Mississippi Phosphates Corporation; Mississippi Potash, Inc.; Eddy Potash, Inc.; Triad Nitrogen, L.L.C; and Melamine Chemicals, Inc.