SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)*

Terra Nitrogen Company, L.P.

(Name of Issuer)

Common Units of Limited Partnership Interests

(Title of Class of Securities)

881005 20 1

(CUSIP Number)

Douglas C. Barnard

Vice President, General Counsel, and Secretary

CF Industries Holdings, Inc.

4 Parkway North, Suite 400

Deerfield, Illinois 60015

Telephone: (847) 405-2400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Brian W. Duwe
Richard C. Witzel, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700

December 17, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons TERRA LP HOLDINGS LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 9,465,242*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 9,465,242*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,465,242*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 51.2%*
	14	Type of Reporting Person (See Instructions) OO (Limited Liability Company)

* See Item 5

2

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons TERRA NITROGEN CORPORATION (due to direct ownership of 1,707,172 Common Units and indirect ownership of 9,465,242 Common Units through its wholly-owned subsidiary, Terra LP Holdings LLC)
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 11,172,414*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 11,172,414*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 11,172,414*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 60.4%*
	14	Type of Reporting Person (See Instructions) CO

* See Item 5

3

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons TERRA CAPITAL, INC. (due to direct ownership of 2,716,600 Common Units and indirect ownership of 11,172,414 Common Units through its wholly-owned subsidiary, Terra Nitrogen Corporation)
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889,014*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889,014*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889,014*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 75.1%*
	14	Type of Reporting Person (See Instructions) CO

* See Item 5

4

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons TERRA CAPITAL HOLDINGS, INC. (Solely due to indirect ownership through its wholly-owned subsidiary, Terra Capital, Inc.)
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889,014*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889,014*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889,014*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 75.1%*
	14	Type of Reporting Person (See Instructions) CO

* See Item 5

5

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons TERRA INDUSTRIES INC. (Solely due to indirect ownership through its wholly-owned subsidiary, Terra Capital Holdings, Inc.)
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889,014*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889,014*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889,014*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 75.1%*
	14	Type of Reporting Person (See Instructions) CO

* See Item 5

6

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons CF INDUSTRIES, INC. (Solely due to indirect ownership through its wholly-owned subsidiary, Terra Industries Inc.)
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889,014*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889,014*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889,014*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 75.1%
	14	Type of Reporting Person (See Instructions) CO

7

CUSIP No. 881005 20 1						13D
	1	Names of Reporting Persons CF INDUSTRIES HOLDINGS, INC. (Solely due to indirect ownership through its wholly-owned subsidiary, CF Industries, Inc.)
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions)
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 13,889,014*
			8	Shared Voting Power 0
			9	Sole Dispositive Power 13,889,014*
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,889,014*
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 75.1%
	14	Type of Reporting Person (See Instructions) CO

8

CUSIP No. 881005 20 1		13D
Item 1.	Security and Issuer.
This Amendment No. 1 amends the statement on Schedule 13D dated April 15, 2010 (as amended by this Amendment No. 1, this “Statement”) of the Reporting Persons relating to common units of limited partnership interests (the “Common Units”) of Terra Nitrogen Company, L.P., a Delaware limited partnership (“TNCLP”).  The principal executive offices of TNCLP are at 4 Parkway North, Suite 400, Deerfield, IL 60015-2590.
Item 2.	Identity and Background.
Item 2 is hereby amended by deleting the text of the second paragraph thereof and replacing it with the following: “The address of the principal business and the address of the principal office of each of CF Industries, CF Holdings, LP Holdings, TNC, Terra Capital, Terra Holdings and Terra is 4 Parkway North, Suite 400, Deerfield, Illinois 60015.”
Item 3.	Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by the addition of the following paragraph as the second paragraph thereof: “On December 17, 2010, TNC transferred Common Units to LP Holdings as a contribution to LP Holdings’ capital.”
Item 4.	Purpose of Transaction.
Item 4 is hereby amended by the addition of the following paragraph as the fifth paragraph thereof: “On December 17, 2010, TNC entered into a Contribution and Assumption Agreement (the “Contribution Agreement”) with LP Holdings. Pursuant to the Contribution Agreement, TNC contributed 4,732,621 Common Units to LP Holdings as a contribution to LP Holdings’ capital.”
Item 5.	Interest in Securities of the Issuer.
Item 5(a) is hereby amended by deleting the text of the first paragraph thereof and replacing it with the following: “LP Holdings is the direct beneficial owner of 9,465,242 Common Units, which in the aggregate represents approximately 51.2% of the outstanding Common Units.  TNC is the direct beneficial owner of 1,707,172 Common Units, and, by virtue of its ownership of all the outstanding common stock of LP Holdings, may be deemed to possess indirect beneficial ownership of the Common Units owned by LP Holdings.  Thus, TNC’s direct and indirect ownership in the aggregate represents approximately 60.4% of the outstanding Common Units.  Terra Capital is the direct beneficial owner of 2,716,600 Common Units and, by virtue of its ownership of all the outstanding common stock of TNC, may be deemed to possess indirect beneficial ownership of the Common Units owned by LP Holdings and TNC.  Thus, Terra Capital’s direct and indirect ownership in the aggregate represents approximate ly 75.1% of the outstanding Common Units.”

9

CUSIP No. 881005 20 1		13D
Item 5(b) is hereby amended by deleting the text of the first paragraph thereof and replacing it with the following: “LP Holdings has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 9,465,242 Common Units directly owned by LP Holdings. TNC has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 1,707,172 Common Units directly owned by TNC. Terra Capital has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 2,716,600 Common Units directly owned by Terra Capital.” Item 5(c) is hereby amended by deleting the text of the first paragraph thereof and replacing it with the following: “On December 17, 2010, pursuant to the Contribution Agreement, TNC contributed 4,732,621 Common Units to LP Holdings as a contribution to LP Holdings’ capital.” Annex A to the Statement is hereby amended by replacing it in its entirety with Annex A attached hereto.
Item 7.	Material to be Filed as Exhibits.
The following documents are filed as exhibits:

Exhibit 1 Contribution and Assumption Agreement, dated as of December 17, 2010, entered into by and between Terra Nitrogen Corporation, a Delaware corporation, and Terra LP Holdings LLC, a Delaware limited liability company.

10

CUSIP No. 881005 20 1 13D

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  December 21, 2010

CF INDUSTRIES HOLDINGS, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President, General Counsel, and Secretary
CF INDUSTRIES, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President, General Counsel, and Secretary
TERRA INDUSTRIES INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President and Secretary
TERRA CAPITAL HOLDINGS, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President and Corporate Secretary
TERRA CAPITAL, INC.
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President and Corporate Secretary

11

CUSIP No. 881005 20 1 13D

TERRA NITROGEN CORPORATION
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President, General Counsel and Corporate Secretary
TERRA LP HOLDINGS LLC
by	/s/ Douglas C. Barnard
	Name:	Douglas C. Barnard
	Title:	Vice President and Corporate Secretary

12

CUSIP No. 881005 20 1 13D

EXHIBIT INDEX

Exhibit Number	Exhibit Name
Exhibit 1	Contribution and Assumption Agreement, dated as of December 17, 2010, entered into by and between Terra Nitrogen Corporation, a Delaware corporation, and Terra LP Holdings LLC, a Delaware limited liability company.

13

ANNEX A

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

The following is a list of the executive officers and directors of the Reporting Persons, setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person.  Unless otherwise indicated, the current business address of each person is 4 Parkway North, Suite 400, Deerfield, Illinois 60015-2590. All executive officers and directors listed below are citizens of the United States. Capitalized terms used but not otherwise defined in this Annex A have the meaning ascribed to them in the Schedule 13D to which this Annex A is attached.

Board of Directors of CF Holdings.

Name	Present Position with CF Holdings or Other Principal Occupation or Employment	Business Address (if other than CF Holdings)
Stephen R. Wilson	Chairman of the Board, President and Chief Executive Officer, CF Holdings
Robert C. Arzbaecher	Director, CF Holdings Chairman of the Board, President and Chief Executive Officer, Actuant Corporation, a manufacturer and marketer of industrial products and systems	13000 West Silver Spring Dr. Butler, Wisconsin, 53007
Wallace W. Creek	Director, CF Holdings Director, Columbus McKinnon Corporation, a manufacturer of material handling products
William Davisson	Director, CF Holdings Chief Executive Officer, GROWMARK, Inc., a regional cooperative providing agriculture-related products and services and grain marketing	1701 Towanda Avenue Bloomington, Illinois 61701
Stephen A. Furbacher	Director, CF Holdings
Stephen J. Hagge	Director, CF Holdings Executive Vice President, Chief Operating Officer and Secretary, AptarGroup, Inc., a global supplier of innovative dispensing systems for the fragrance/cosmetic, personal care, pharmaceutical, household and food/beverage markets	475 West Terra Cotta Avenue, Suite E Crystal Lake, Illinois 60014
David R. Harvey	Director, CF Holdings Director, Sigma-Aldrich Corporation, a manufacturer and distributor of biochemical and organic chemicals
John D. Johnson	Director, CF Holdings President and Chief Executive Officer, CHS Inc., a diversified energy, grains and foods company	5600 Cenex Drive Inver Grove Heights, Minnesota, 55077
Edward A. Schmitt	Director, CF Holdings

Executive Officers of CF Holdings.

Name	Present Position with CF Holdings
Stephen R. Wilson	Chairman of the Board, President and Chief Executive Officer
Douglas C. Barnard	Vice President, General Counsel, and Secretary
Bert A. Frost	Vice President, Sales and Market Development
Richard A. Hoker	Vice President and Corporate Controller
Wendy S. Jablow Spertus	Vice President, Human Resources
Philipp P. Koch	Vice President, Supply Chain
Lynn F. White	Vice President, Corporate Development
W. Anthony Will	Vice President, Manufacturing and Distribution

Board of Directors of CF Industries.

Name	Present Position with CF Industries or Other Principal  Occupation or Employment
Stephen R. Wilson	Chairman of the Board, President and Chief Executive Officer, CF Industries
Douglas C. Barnard	Director, CF Industries Vice President, General Counsel, and Secretary, CF Industries

Executive Officers of CF Industries.

Name	Present Position with CF Industries or Other Principal Occupation or Employment
Stephen R. Wilson	Chairman of the Board, President and Chief Executive Officer, CF Industries
Douglas C. Barnard	Vice President, General Counsel, and Secretary, CF Industries
Bert A. Frost	Vice President, Sales and Market Development, CF Industries
Richard A. Hoker	Vice President and Corporate Controller, CF Industries
Wendy S. Jablow Spertus	Vice President, Human Resources, CF Industries
Philipp P. Koch	Vice President, Supply Chain, CF Industries
Lynn F. White	Vice President, Corporate Development, CF Industries
W. Anthony Will	Vice President, Manufacturing and Distribution, CF Industries

Board of Directors of Terra:

Name	Present Position with Terra or Other Principal Occupation or Employment
Stephen R. Wilson	Director, Terra
Douglas C. Barnard	Director, Terra

Executive Officers of Terra:

Name	Present Position with Terra or Other Principal Occupation or Employment
Stephen R. Wilson	President, Terra
Douglas C. Barnard	Vice President and Secretary, Terra
Richard A. Hoker	Vice President, Terra

Board of Directors of Terra Holdings:

Name	Present Position with Terra Holdings or Other Principal Occupation or Employment
Stephen R. Wilson	Director, Terra Holdings
Douglas C. Barnard	Director, Terra Holdings

Executive Officers of Terra Holdings:

Name	Present Position with Terra Holdings or Other Principal Occupation or Employment
Stephen R. Wilson	President, Terra Holdings
Douglas C. Barnard	Vice President and Corporate Secretary, Terra Holdings
Richard A. Hoker	Vice President, Terra Holdings

Board of Directors of Terra Capital:

Name	Present Position with Terra Capital or Other Principal  Occupation or Employment
Stephen R. Wilson	Director, Terra Capital
Douglas C. Barnard	Director, Terra Capital

Executive Officers of Terra Capital:

Name	Present Position with Terra Capital or Other Principal  Occupation or Employment
Stephen R. Wilson	President, Terra Capital
Douglas C. Barnard	Vice President and Corporate Secretary, Terra Capital
Richard A. Hoker	Vice President, Terra Capital

Board of Directors of TNC:

Name	Present Position with TNC or Other Principal  Occupation or Employment
Stephen R. Wilson	Director, TNC
Douglas C. Barnard	Director, TNC

Executive Officers of TNC:

Name	Present Position with TNC or Other Principal  Occupation or Employment
Stephen R. Wilson	President, TNC
Douglas C. Barnard	Vice President, General Counsel and Corporate Secretary, TNC
Richard A. Hoker	Vice President, TNC

Board of Directors of LP Holdings:

Name	Present Position with LP Holdings or Other Principal  Occupation or Employment
Stephen R. Wilson	Director, LP Holdings
Douglas C. Barnard	Director, LP Holdings

Executive Officers of LP Holdings:

Name	Present Position with LP Holdings or Other Principal  Occupation or Employment
Stephen R. Wilson	President, LP Holdings
Douglas C. Barnard	Vice President and Corporate Secretary, LP Holdings
Richard A. Hoker	Vice President, LP Holdings

EX-1

Exhibit 1

CONTRIBUTION AND ASSUMPTION AGREEMENT
(4,732,621 Common Units)

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of December 17, 2010, is entered into by and between Terra Nitrogen Corporation, a Delaware corporation (“TNC”) and Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”).

RECITALS

WHEREAS, TNC holds 6,439,793 Common Units (“Common Units”) representing limited partner interests in Terra Nitrogen Company, L.P., a Delaware limited partnership;

WHEREAS, TNC previously caused LP Holdings to be formed and transferred 4,732,621 Common Units to LP Holdings; and

WHEREAS, desires to contribute an additional 4,732,621 of the Common Units (the “Subject Interests”) to LP Holdings.

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the parties to this Agreement undertake and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions  In addition to the capitalized terms defined in the opening paragraph of this Agreement, the following capitalized terms shall have the meanings given below.

“Agreement” means this Contribution and Assumption Agreement.

“Common Units” has the meaning assigned to such term in the Recitals to this Agreement.

“LP Holdings” has the meaning assigned to such term in the opening paragraph of this Agreement.

“Subject Interests” has the meaning assigned to such term in the Recitals to this Agreement.

“Subject Interest Liabilities” has the meaning assigned to such term in Section 3.1.

“TNC” has the meaning assigned to such term in the opening paragraph of this Agreement

ARTICLE II

CONTRIBUTION OF SUBJECT INTERESTS

Section 2.1Contribution  TNC hereby contributes the Subject Interests to LP Holdings, and its successors and assigns, and LP Holdings hereby accepts such interests, as a contribution to LP Holdings’ capital, at and as of the date hereof.

ARTICLE III

ASSUMPTION OF LIABILITIES

Section 3.1Assumption of Liabilities  In connection with the contribution by TNC of the Subject Interests to LP Holdings, LP Holdings hereby assumes and agrees to duly and timely pay, perform and discharge all liabilities arising out of or related to the ownership of the Subject Interests (the “Subject Interest Liabilities”) to the extent arising or accruing on and after the date of transfer thereof to LP Holdings, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of TNC or its affiliates, to the full extent that TNC has been heretofore or would have been in the future obligated to pay, perform an d discharge the Subject Interest Liabilities were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Subject Interest Liabilities shall not (a) increase the obligation of LP Holdings with respect to the Subject Interest Liabilities beyond that of TNC, (b) waive any valid defense that was available to TNC with respect to the Subject Interest Liabilities or (c) enlarge any rights or remedies of any third party, if any, under any of the Subject Interest Liabilities.

ARTICLE IV

MISCELLANEOUS

Section 4.1Further Assurances  From time to time after the date hereof, and without any further consideration, each of the parties to this Agreement shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

Section 4.2Headings; References; Interpretation  All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.  The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including without limitation, all Exhibits attached hereto, and not to any particular provision of this Agreement.  All references herein to Articles, Sections, and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles, Sections and Exhibits of this Agreement, respectively, and all such Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes.  All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa.  The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

2

Section 4.3Successors and Assigns  The Agreement shall be binding upon and inure to the benefit of the parties signatory hereto and their respective successors and assigns.

Section 4.4No Third-Party Rights  The provisions of this Agreement are intended to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.

Section 4.5Counterparts  This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

Section 4.6Governing Law  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof, except to the extent that it is mandatory that the law of some other jurisdiction, wherein the contributed assets are deemed located, shall apply.

Section 4.7Severability  If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement.  Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement.

Section 4.8Amendment or Modification  This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto.

Section 4.9Integration  This Agreement supersedes all previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter.  This document is an integrated agreement which contains the entire understanding of the parties.  No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

Section 4.10Bill of Sale; Assignment  To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed” or “assignment” of the assets and interests referenced herein.

[Remainder of This Page Intentionally Left Blank.]

3

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

TERRA NITROGEN CORPORATION,
	a Delaware corporation
By:	/s/ Douglas C. Barnard
	Name: Douglas C. Barnard
	Title:   Vice President, General Counsel and Corporate Secretary
TERRA LP HOLDINGS LLC,
	a Delaware limited liability company
By:	/s/ Douglas C. Barnard
	Name: Douglas C. Barnard
	Title:   Vice President and Corporate Secretary

SIGNATURE PAGE TO

CONTRIBUTION AND ASSUMPTION AGREEMENT

(4,732,621 Common Units)