IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERNDISTRICT OF MISSISSIPPI

In re:                                                                    )

                                                                            )

MISSISSIPPI CHEMICAL                                 )

            CORPORATION, *et al.(1)*                      )                CASENO. 03-02984 WEE

                                                                             )                Chapter11

                                    Debtors.                            )                **JointlyAdministered**

______________________________________ )

 

 

**DEBTORS'SECOND AMENDED**

**JOINT PLAN OF REORGANIZATION**

 

James W. O'Mara, MS Bar No. 3929

Douglas C. Noble, MS Bar No. 10526

Christopher R. Maddux, MS Bar No.100501

**PHELPS  DUNBAR LLP**

111 East Capitol, Suite 600

Post Office Box 23066

Jackson, Mississippi 39225-3066

Telephone:        (601) 352-2300

Facsimile:         (601) 360-9777

www.phelpsdunbar.com

 

Counsel to Debtors and Debtors-in-Possession

MISSISSIPPI CHEMICAL CORPORATION, *etal.*

Dated:  October 22, 2004

 

_________________________ 

            (1)          The Debtors are thefollowing entities: Mississippi Chemical Corporation; Mississippi Nitrogen,Inc.; MissChem Nitrogen, L.L.C.; Mississippi Chemical Company, L.P.; MississippiChemical Management Company; Mississippi Phosphates Corporation; MississippiPotash, Inc.; Eddy Potash, Inc.; Triad Nitrogen, L.L.C.; and Melamine Chemicals,Inc.

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**TABLE OF CONTENTS**

ARTICLE 1.    DEFINED TERMS; RULES OF INTERPRETATION............................................. 1

            1.1       Defined Terms........................................................................................................... 1

            1.2       Rules of Interpretation.............................................................................................. 12

ARTICLE 2.    ADMINISTRATIVE EXPENSES.......................................................................... 13

ARTICLE 3.    CLASSIFICATION OF CLAIMS AND INTERESTS.......................................... 14

ARTICLE 4.    IDENTIFICATION OF CLASSES OF CLAIMS ANDINTERESTS

                        NOT IMPAIRED AND IMPAIRED BY THE PLAN............................................. 15

ARTICLE 5.    TREATMENT OF CLAIMS AND INTERESTS................................................... 15

            5.1       Class 1A (MCC Allowed Priority Claims)................................................................ 15

            5.2       Class 2A (Allowed MCC Replacement DIPClaims)................................................ 15

            5.3       Class 3A (Allowed MCC Other SecuredClaims).................................................... 16

            5.4       Class 4A (Allowed Intercompany Claims)................................................................ 16

            5.5       Class 5A (Allowed MCC ConvenienceUnsecured Claims)...................................... 16

            5.6       Class 6A (Allowed MCC Bonds UnsecuredClaims)................................................ 16

            5.7       Class 7A (Allowed MCC Other GeneralUnsecured Claims).................................... 17

            5.8       Class 8A (Allowed MCC SubsidiaryInterests)........................................................ 17

            5.9       Class 9A (Allowed MCC Old EquityInterests)........................................................ 18

            5.10     Class 1B (Allowed Phosphates PriorityClaims)........................................................ 18

            5.11     Class 2B (Allowed Phosphates ReplacementDIP Claims)........................................ 18

            5.12     Class 3B (Allowed Phosphates OtherSecured Claims)............................................ 18

            5.13     Class 4B (Allowed Phosphates GeneralUnsecured Claims)...................................... 19

            5.14     Class 5B (Allowed Phosphates IRBUnsecured Claims)........................................... 19

            5.15     Class 6B (Allowed Phosphates Interests)................................................................. 20

            5.16     Class 1C (Allowed Potash/Eddy PriorityClaims)..................................................... 20

            5.17     Class 2C (Allowed Potash/Eddy GeneralUnsecured Claims)................................... 20            5.18     Class 3C (Allowed Potash/Eddy Interests)............................................................... 20

ARTICLE 6.    MEANS FOR IMPLEMENTATION OF THE PLAN........................................... 20

            6.1       Vesting of Assets and Operations............................................................................. 20

            6.2       Substantive Consolidation........................................................................................ 21

            6.3       Corporate Restructure Transactions......................................................................... 22

            6.4       Plan Performance Actions........................................................................................ 27

            6.5       Resulting Corporate Structure Summary................................................................... 29            6.6       Distribution Record Dates........................................................................................ 31            6.7       Indenture Trustee as Claim Holder........................................................................... 31            6.8       Surrender of Instruments.......................................................................................... 31

ARTICLE 7.    PROVISIONS FOR RESOLUTION OF DISPUTED CLAIMS 

                        AND INTERESTS AND OBJECTIONS TOPROOFS THEREOF...................... 32

ARTICLE 8.    EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................ 33

            8.1       Rejection................................................................................................................. 33

            8.2       Rejection Claims...................................................................................................... 34

            8.3       Assumed................................................................................................................. 34

            8.4       Assumption............................................................................................................. 34

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ARTICLE 9.    DEFAULT.............................................................................................................. 34

            9.1       Events of Default..................................................................................................... 34

            9.2       Remedies for Default............................................................................................... 35

ARTICLE 10.  CRAMDOWN REQUEST..................................................................................... 35

ARTICLE 11.  CONDITIONS PRECEDENT TO THE EFFECTIVE DATE................................. 35

            11.1     Effectiveness............................................................................................................ 35

            11.2     Failure of Conditions................................................................................................ 36

            11.3     Waiver of Conditions............................................................................................... 36

ARTICLE 12.  RETENTION OF JURISDICTION........................................................................ 36

ARTICLE 13.  GENERAL PROVISIONS..................................................................................... 38

            13.1     Disallowance of Claims............................................................................................ 38

            13.2     Title to Assets.......................................................................................................... 38

            13.3     Plan Supplement...................................................................................................... 38

            13.4     Releases of all Liens................................................................................................. 39

            13.5     Cancellation of Notes, Instruments,Debentures and Equity Securities....................... 39

            13.6     Term of Existing Injunctions or Stays........................................................................ 39

            13.7     Injunction................................................................................................................ 39

            13.8     Release of Causes of Action; Exculpation................................................................. 40

            13.9     Survival of Corporate IndemnityObligations............................................................. 41

            13.10   Restrictions on Payments......................................................................................... 41

            13.11   Dates...................................................................................................................... 42

            13.12   Debtor Actions........................................................................................................ 42

            13.13   Corporate Action.................................................................................................... 42

            13.14   Avoidance Actions.................................................................................................. 43

            13.15   Discharge of Committee........................................................................................... 43

            13.16   Post-Effective Date Fees and Expenses.................................................................... 43

            13.17   Inconsistencies......................................................................................................... 44

            13.18   Preservation of Insurance......................................................................................... 44

            13.19   Post-Effective Date Reporting.................................................................................. 44

            13.20   Sections 1145 and 1146 Exceptions........................................................................ 44

            13.21   Governing Law........................................................................................................ 44

            13.22   Notices................................................................................................................... 44

            13.23   Section Headings..................................................................................................... 45

ARTICLE 14.  MODIFICATIONS................................................................................................ 45

ARTICLE 15.  DISCHARGE......................................................................................................... 46

ARTICLE 16.  CLOSING THE CASE........................................................................................... 46

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EXHIBITS:

            "A"       Exit Facility commitmentletter, dated June 23, 2004

            "B"       Management and EmployeeSeverance and Incentive Program summary

            "C"       Replacement DIP AmendmentLetter, dated August 6, 2004

            "D"       Terra Stock Purchase Agreement,dated August 6, 2004

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Mississippi Chemical Corporation ("MCC"),Mississippi Nitrogen, Inc. ("MNI"), MissChem Nitrogen, L.L.C.("MNLLC"), Mississippi Chemical Company, L.P. ("MCCLP"),Mississippi Chemical Management Company ("MCMC"), MississippiPhosphates Corporation ("Phosphates"), Mississippi Potash,Inc. ("Potash"), Eddy Potash, Inc. ("Eddy"),Triad Nitrogen, L.L.C. ("TNLLC"), and Melamine Chemicals, Inc.("Melamine"), the respective debtors and debtors-in-possessionin the above styled and numbered jointly-administered chapter 11 reorganizationcase (collectively, the "Debtors" or "Debtors-in-Possession"),hereby propose the following Plan of Reorganization pursuant to chapter 11,Title 11 of the United States Code:

**ARTICLE 1DEFINED TERMS; RULES OF INTERPRETATION**

     1.1.Defined Terms. As used in the Plan, the following terms shall have the respective meaningsspecified below, unless the Plan provides or the context requires otherwise:

               (1)              "Administrative Expense Claim":  Any Claim constitutinga cost or expense of administration of the Chapter 11 Case asserted under §§503(b) and 507(a)(1) of the Bankruptcy Code, including, without limitation, anyactual and necessary costs and expenses of preserving the estates of theDebtors, any actual and necessary costs and expenses of operating thebusinesses of the Debtors-in-Possession, any indebtedness or obligationsincurred or assumed by the Debtors-in-Possession in connection with theadministration and implementation of the Plan, the administration, prosecutionor defense of Claims by or against the Debtors and for distributions under thePlan, any Claims for compensation and reimbursement of expenses arising duringthe period from the Petition Date to the Effective Date or otherwise inaccordance with the provisions of the Plan, and any fees or charges assessedagainst the Debtors' estates pursuant to 28 U.S.C. § 1930, but not including aReplacement DIP Claim.

               (2)              "Affiliate":  Any Entity that is an "affiliate"of the Debtors within the meaning of § 101(2) of the Bankruptcy Code.

               (3)              "Allowed" Claim or Interest: A Claim or Interest forwhich the Proof thereof is duly filed in accordance with Bankruptcy Code §§ 501and 1111(a) and allowed pursuant to Bankruptcy Code § 502 after reduction ofthe amount of such Claim by any payments made on account of such Claim.

               (4)              "Ballot":  The form distributed to each holder of animpaired Claim or Interest that is entitled to vote to accept or reject thePlan on which is to be indicated (i) acceptance or rejection of the Plan, and(ii) any election which such holder may be entitled to make under theprovisions of the Plan.

               (5)              "Bankruptcy Code":  Title 11 of the United States Code,as now in effect or as hereafter applicable to this Case.

               (6)              "Bankruptcy Court" or "Court":  The United  States Bankruptcy Court for the Southern District of Mississippi.  

               (7)              "Bankruptcy Rules":  The Federal Rules of BankruptcyProcedure, as now in effect or as hereafter applicable to this Case, and thelocal rules of the Court as applicable to this Case.

               (8)              "Bar Date":  The deadline date by which a Proof ofClaim was required to  be filed with the clerk of the Bankruptcy Court or theDisbursing Agent, being September 26, 2003 for all Creditors except aGovernmental Unit, and November 11, 2003 for all Governmental Units.

               (9)              "Business Day":  Any day which is not a Saturday, aSunday, or a legal holiday as defined in Bankruptcy Rule 9006(a).

               (10)          "Case" or "Chapter 11 Case":  This jointly-administeredreorganization case commenced by MCC on the Petition Date and assigned Case No.03-02984 WEE by the Bankruptcy Court, collectively with each of the otherreorganization cases commenced by the other Debtors on the Petition Date andassigned their respective case numbers by the Bankruptcy Court.

               (11)          "Cash":  Lawful currency of the United States of America.

               (12)          "Causes of Action":  Any and all actions, causes ofaction, controversies, liabilities, obligations, rights, suits, damages, debts,dues, sums of money, accounts, judgments, claims and demands whatsoever,whether known or unknown, reduced to judgment, liquidated or unliquidated,fixed or contingent, matured or unmatured, disputed or undisputed, secured orunsecured, assertable directly or derivatively, existing or hereafter arising,in law, equity, or otherwise, based in whole or in part upon any act oromission or other event, situation or circumstance occurring or existing priorto the Petition Date or during the course of the Case, including through theEffective Date.

               (13)          "Claim": The meaning set forth in Bankruptcy Code §101(5), from or against any of the Debtors.  

               (14)          "Committee": The Official Unsecured Creditors'Committee appointed in the Case by the U. S. Trustee on June 3, 2003, as originally constituted or as reconstituted thereafter.

               (15)          "Confirmation Hearing":  The hearing held by theBankruptcy Court in accordance with Bankruptcy Code § 1128 to considerconfirmation of this Plan.

               (16)          "Confirmation Order": The order of the Court confirmingthe Plan under Bankruptcy Code § 1129.

               (17)          "Covered Parties":  (i) All of the present or formerofficers, directors, employees, agents, advisors, attorneys and professional orother representatives, before or after the Petition Date up to and includingthe Effective Date, of any of the Debtors or Debtors in Possession, and (ii)the Replacement DIP Lenders, the Exit Lenders, the Committee, Terra and TerraParent, the MCC Indenture Trustee and the Phosphates Indenture Trustee and anyof their respective present or former members, officers, directors, employees,agents, advisors, attorneys and professionals or other representatives, beforeor after the Petition Date up to and including the Effective Date; provided,however, that the Committee and any of its present and former members, agents,advisors, attorneys and professionals or other representatives shall includebefore or after the Petition Date up to as specified in Section 13.15 of thePlan.

               (18)          "Disbursing Agent":    Bankruptcy ManagementCorporation, the notice, claims and balloting agent in the Cases.

               (19)          "Disclosure Statement":  The amended disclosurestatement approved by the Court as containing adequate information concerningthe Plan, in accordance with Bankruptcy Code § 1125.

               (20)          "Disputed" Claim or Interest: Any Claim or Interest (i)to which an objection is timely filed, or which is otherwise disputed, untilsuch objection is resolved by Final Order, or (ii) which is listed as disputed,contingent or unliquidated on the schedules filed by the relevant Debtor inaccordance with Bankruptcy Rule 1007.

               (21)          "Effective Date":  The second Business Day after whichall of the conditions specified in Section 11.1 of the Plan have been satisfiedor waived.

               (22)          "Executory Contract": Any "executory contract"or "unexpired lease" of any of the Debtors as such terms are used inBankruptcy Code § 365.

               (23)          "Exit Facility": The revolving credit and term loanfacility in the aggregate principal amount of $210,000,000 which may beprovided by the Exit Lenders in the form of a revolving loan and a tranche Aterm loan to New MissChem and a tranche B term loan to Old MissChem, all inaccordance with the commitment letter dated June 23, 2004, a copy of which isattached hereto as *Exhibit "A"*.

               (24)          "Exit Lenders": Citicorp North America, Inc., PerryPrincipals Investments, LLC, and/or any other lenders providing all or part ofthe Exit Facility.

               (25)          "Final Order":  An order entered by the BankruptcyCourt in this Case that as not been reversed, modified, amended or stayed, andas to which the time for appeal or to seek review thereof has expired, and asto which no appeal, review or rehearing is pending, or if appealed, has notbeen stayed; provided, however, that the possibility that a motion under Rules59 or 60 of the Federal Rules of Civil Procedure or any analogous BankruptcyRule may be but has not then been filed with respect to such order, shall notcause such order not to be a Final Order. 

               (26)          Initial Distribution Record Date":  The Effective Date orsuch other date as shall be established by the Bankruptcy Court

               (27)          "Intercompany Claim":  Any Claim or AdministrativeExpense Claim between or among any of the Debtors.

               (28)          "IRB Unsecured Claim": Any Claim against the Phosphates-Debtoror any of the MCC-Debtors that is based on or arises out of the Loan Agreementdated as of March 1, 1998 by and between Mississippi Business FinanceCorporation and Phosphates; and the Indenture dated as of March 1, 1998 by andbetween Mississippi Business Finance Corporation and Deposit Guaranty NationalBank.  The IRB Unsecured Claims are and shall be Allowed Claims as of theEffective Date in the aggregate amount of $14,673,330.55, representing unpaidprincipal and accrued interest as of the Petition Date.

               (29)          "Interest":  An equity security interest in any of theDebtor entities.

               (30)          "Lien": Any lien, security interest, encumbrance,charge against or other interest in property or assets of any of the Debtorswhich secures payment of a Claim or performance of an obligation of any of theDebtors.  

               (31)          "Management and Employee Severance and Incentive Program": The Management and Employee Severance and Incentive Program which shall beadopted on or after the Effective Date by New MissChem under the StandaloneTransaction, and which shall provide to executives and employees of NewMissChem (i) severance benefits consistent with the terms summarized on *Exhibit"B"* attached hereto, and (ii) incentive benefits as may bedetermined and approved by the Board of Directors of New MissChem.

               (32)          "Management Services Agreement": The ManagementServices Agreement, dated as of the Effective Date, to be entered into underthe Standalone Transaction by Old MissChem and New MissChem, which shallprovide for New MissChem to provide various management, accounting and otherservices to Old MissChem.

               (33)          "MCC Administrative Expense Claim":  Any AdministrativeExpense Claim against any of the MCC-Debtors.

               (34)          "MCC Bonds Unsecured Claim":  Any Senior Note Claim orIRB Unsecured Claim, to the extent that it is a Claim against any of the MCC-Debtors.         

               (35)          "MCC Convenience Unsecured Claim":  Any Claim againstany of the MCC-Debtors that is not secured by a Lien, other than a MCCAdministrative Expense Claim, a MCC Priority Claim, a MCC Bonds Unsecured Claimor Intercompany Claim and that is (i) Allowed in an amount of Five ThousandDollars ($5,000) or less, or (ii) Allowed in an amount greater than FiveThousand Dollars ($5,000) but which is reduced to Five Thousand Dollars ($5,000)by an irrevocable written election of the holder of such Claim made on aproperly delivered Ballot.

               (36)          "MCC-Debtors":  Collectively, all Debtors except Potash,Eddy and Phosphates.

               (37)          "MCC Indenture Trustee":  HSBC Bank USA, NationalAssociation in its capacity as successor indenture trustee under the Indenturedated as of November 25, 1997, as supplemented by a First SupplementalIndenture dated as of July 1, 1999 in connection with the issuance ofMississippi Chemical Corporation's 7-1/4% Senior Notes due in 2017.

               (38)          "MCC New Common Stock":  The equity common stock of MCCauthorized and to be issued under the Terra Transaction pursuant to the Plan,which shall have a par value of $.01 and such rights with respect to dividends,liquidation, voting, and other matters as are provided for by applicablenonbankruptcy law and in the MCC Articles of Incorporation and Bylaws.

               (39)          MCC Old Equity Interest":  An Interest in MCC, but notincluding any Interest in any other Debtor.

               (40)          "MCC Other General Unsecured Claim": Any Claim againstany of the MCC-Debtors that is not secured by a Lien, other than a MCCAdministrative Expense Claim, a MCC Bonds Unsecured Claim, an IntercompanyClaim, a MCC Convenience Unsecured Claim, or a MCC Priority Claim.

               (41)          "MCC Other Secured Claim":  Any Claim, other than anIntercompany Claim or a MCC Replacement DIP Claim, against any of the MCC-Debtorswhich is secured by a Lien on property in which any of the MCC-Debtors has aninterest or that is subject to setoff under Bankruptcy Code § 553, in theamount contemplated by Bankruptcy Code § 506.

               (42)          "MCC Priority Claim":  Any unsecured Claim against anyof the MCC-Debtors which is entitled to priority treatment under BankruptcyCode § 507(a) other than a MCC Administrative Expense Claim.

               (43)          "MCC Replacement DIP Claim":  Any Replacement DIP Claimagainst any of the MCC-Debtors.

               (44)          "MCC Subsidiary Interest":  An Interest held by MCC inany of the other Debtors except Potash, Eddy and Phosphates.

               (45)          "MCHI":  Mississippi Chemical Holdings, Inc., thecompany incorporated under the laws of the Territory of the British VirginIslands which as of the date hereof is a wholly-owned subsidiary of MCC andwhich, following the Effective Date, may be a wholly-owned subsidiary of MCHIHoldco.

               (46)          "MCHI Holdco":  The new Delaware corporation which maybe formed in accordance with the provisions of Sections 6.3(1)I and 6.3(2)C ofthe Plan which on and after the Effective Date may hold 100% of the Interestsin MCHI and which will be a wholly-owned subsidiary of MCC if the TerraTransaction is consummated, or Old MissChem if the Standalone Transaction isconsummated.

               (47)          "New MissChem":  The new Delaware corporation to beformed in accordance with the provisions of Section 6.3(2). of the Plan.

               (48)          "New MissChem Common Stock":  The equity common stockof New MissChem authorized and to be issued under the Standalone Transactionpursuant to the Plan, which shall have a par value of $.01 and such rights withrespect to dividends, liquidation, voting, and other matters as are providedfor by applicable nonbankruptcy law and in the New MissChem Articles ofIncorporation and Bylaws which shall be in substantially the form contained inthe Plan Supplement.

               (49)          "New MissChem Exit Facility Security Documents":  Thesecurity agreements, guaranty agreements, UCC financing statements, deeds oftrust, mortgages, lease assignments and other documents and agreements, datedas of the Effective Date, to be executed by New MissChem and others under theStandalone Transaction pursuant to Section 6.3(2) of the Plan and the terms ofthe Exit Facility for providing, inter alia, collateral security for thepayment when due of the New MissChem Revolving Facility and the New MissChemTranche A Term Facility.

               (50)          "New MissChem Revolving Facility":   The revolvingcredit facility of $50,000,000 which shall be included in the Exit Facilityunder the Standalone Transaction and which shall be provided in accordance withSection 6.3(2) of the Plan and the terms of the Exit Facility and evidenced bya loan agreement, promissory note, collateral security documents, and/or otheragreements and documents as required by the terms of the Exit Facility.

               (51)          "New MissChem Tranche A Term Facility":      Thetranche A term loan facility of $75,000,000 which shall be included in the ExitFacility under the Standalone Transaction and which shall be provided inaccordance with Section 6.3(2) of the Plan and the terms of the Exit Facilityand evidenced by a loan agreement, promissory note, collateral securitydocuments, and/or other agreements and documents as required by the terms ofthe Exit Facility.

               (52)          "New MissChem Warrants":     The New MissChem warrants,dated as of the Effective Date, to be issued by New MissChem under theStandalone Transaction to the holders of Allowed MCC Old Equity Interestspursuant to Section 5.9 of the Plan, which shall be in substantially the formset forth in the Plan Supplement and which shall entitle the holders thereofwithin a six (6) year term to purchase 1,780,140 shares of New MissChem CommonStock at a price of $24.20 per share.

               (53)          "Offtake Agreement":  The Anhydrous Ammonia PurchaseAgreement, dated as of October 18, 1996, as the same has from time to time beenmodified or amended, among MCC, PLNL and Koch Nitrogen S.r.l.

               (54)          "Offtake Pass-Through Agreement":  The Offtake Pass-ThroughAgreement, dated as of the Effective Date, to be entered into under theStandalone Transaction by Old MissChem and New MissChem, which shall be insubstantially the form contained in the Plan Supplement and which shall providefor New MissChem to purchase from Old MissChem and Old MissChem to sell to NewMissChem all product which Old MissChem is entitled or obligated to purchaseunder the Offtake Agreement, under the same terms as stated in the OfftakeAgreement.

               (55)          "Offtake Shipping Pass-Through Agreement":  The OfftakeShipping Pass-Through Agreement, dated as of the Effective Date, to be enteredinto under the Standalone Transaction by Old MissChem and New MissChem, whichshall be in substantially the form contained in the Plan Supplement and whichshall provide for all rights, benefits and obligations of Old MissChem to useof the vessel "Carli Bay" under the time charter agreement of FMCLLimited Liability Company to be passed through to New MissChem.

               (56)          "Old MissChem":  MCC after giving effect to the actionscontemplated under the Standalone Transaction on or as of the Effective Date.

               (57)          "Old MissChem Common Stock":  The equity common stockof Old MissChem authorized and to be issued pursuant to the StandaloneTransaction of the Plan, which shall have a par value of $.01 and such rightswith respect to dividends, liquidation, voting, and other matters as areprovided for by applicable nonbankruptcy law and in the Old MissChem Articlesof Incorporation and Bylaws which are in effect on the Effective Date. 

               (58)          "Old MissChem Exit Facility Security Documents":  Thesecurity agreements, guaranty agreements, UCC financing statements, deeds oftrust, mortgages, lease assignments and other documents and agreements, datedas of the Effective Date, to be executed by Old MissChem and others under theStandalone Transaction pursuant to Section 6.3(2) of the Plan and the terms ofthe Exit Facility for providing collateral security for the payment when due ofthe Old MissChem Tranche B Term Facility.

               (59)          "Old MissChem Tranche B Term Facility":  The tranche Bterm loan facility of $85,000,000 which shall be included in the Exit Facilityunder the Standalone Transaction and which shall be provided in accordance withSection 6.3(2) of the Plan and the terms of the Exit Facility and evidenced bya loan agreement, promissory note, collateral security documents, and/or otheragreements and documents as required by the terms of the Exit Facility.

               (60)          "Pension Plan":  The Mississippi Chemical CorporationRetirement Plan Amended and Restated Effective July 1, 2001, as Subsequently Amended.

               (61)          "Petition Date":  May 15, 2003.

               (62)          "Phosphates Administrative Expense Claim":  AnyAdministrative Expense Claim against the Phosphates-Debtor.

               (63)          "Phosphates Capital Contribution:         A contribution byMCC of cash, in an amount to be agreed by MCC, the Committee and theReplacement DIP Lenders, on the Effective Date to the Phosphates-Debtor inreturn for Phosphates New Common Stock.

               (64)          "Phosphates-Debtor":  Mississippi PhosphatesCorporation.

               (65)          "Phosphates General Unsecured Claim":  Any Claimagainst the Phosphates-Debtor that is not secured by a Lien, other than aPhosphates Administrative Expense Claim, a Phosphates Priority Claim, aPhosphates IRB Unsecured Claim or an Intercompany Claim.

               (66)          "Phosphates Indenture Trustee": Bank of New York, assuccessor trustee under that certain Indenture dated as of March 1, 1998 by and between Mississippi Business Finance Corporation and Deposit Guaranty NationalBank

               (67)          "Phosphates Interest":     All the Interests inPhosphates.

               (68)          "Phosphates IRB Unsecured Claim":  Any IRB UnsecuredClaim to the extent it is a Claim against the Phosphates-Debtor.

               (69)          "Phosphates New Common Stock":  The equity common stockof Phosphates authorized and to be issued on and as of the Effective Datepursuant to the Plan if the Phosphates Transaction shall not have closed on orprior to the Effective Date, which shall have a par value of $.01 and suchrights with respect to dividends, liquidation, voting, and other matters as areprovided for by applicable non-bankruptcy law and in the new PhosphatesArticles of Incorporation and Bylaws which shall be in substantially the formcontained in the Plan Supplement, which Phosphates New Common Stock may beissued to the holders as provided in the Plan or to a trust in accordance withSection 6.3(3)C of the Plan.

               (70)          "Phosphates Other Secured Claim":  Any Claim, otherthan an Intercompany Claim or a Phosphates Replacement DIP Claim, against thePhosphates-Debtor which is secured by a Lien on property in which thePhosphates-Debtor has an interest or that is subject to setoff under BankruptcyCode § 553, in the amount contemplated by Bankruptcy Code § 506.

               (71)          "Phosphates Priority Claim":  Any unsecured Claimagainst the Phosphates-Debtor which is entitled to priority treatment underBankruptcy Code § 507(a) other than a Phosphates Administrative Expense Claim.

               (72)          "Phosphates Replacement DIP Claim":  Any ReplacementDIP Claim against the Phosphates-Debtor.

               (73)          "Phosphates Surplus Distribution":  The portion, if any,of the consideration received by the Phosphates-Debtor in the PhosphatesTransaction, if it shall occur, that is not paid to the Replacement DIPLenders.

               (74)          "Phosphates Transaction":         The transactiondescribed in Section 6.3(3) of the Plan.

               (75)          "Plan of Reorganization" or "Plan":This First Amended Plan, including the Plan Supplement and all exhibits,schedules or other attachments hereto, in its present form or as modified,amended or altered from time to time in accordance with the Bankruptcy Code,the Bankruptcy Rules, and this Plan.

               (76)          "Plan Supplement":  The document containing the formsof documents specified in Section 13.3 of the Plan.

               (77)          "PLNL":  Point Lisas Nitrogen Limited, the companyorganized under the laws of The Republic of Trinidad and Tobago in which MCHIindirectly owns, through its subsidiaries, a fifty percent (50%) equityinterest.

               (78)          "Potash-Debtors":  Collectively, Potash and Eddy,meaning Mississippi Potash, Inc. and Eddy Potash, Inc.

               (79)          "Potash/Eddy Administrative Expense Claim":  AnyAdministrative Expense Claim against either of the Potash-Debtors.

               (80)          "Potash/Eddy General Unsecured Claim":  Any Claimagainst either of the Potash-Debtors that is not secured by a Lien, other thana Potash/Eddy Administrative Expense Claim, a Potash/Eddy Priority Claim or anIntercompany Claim.

               (81)          "Potash/Eddy Interest":  All the Interests in either ofthe Potash-Debtors.

               (82)          Potash/Eddy Priority Claim":  Any unsecured Claim againsteither of the Potash-Debtors which is entitled to priority treatment underBankruptcy Code § 507(a) other than a Potash/Eddy Administrative Expense Claim.

               (83)          "Proof" of Claim or Interest: A written statementsetting forth the Claim or Interest, conforming substantially to theappropriate Official Form and complying with Bankruptcy Rule 3001, and filedwith the Bankruptcy Court in this Case by the Bar Date.

               (84)          "Prorata":  Means proportionally according to therelation to the whole, such as the proportion that an Allowed Claim or Interestbears to the aggregate amount of Allowed Claims or Interests in a Class ofClaims or Interests. 

               (85)          "Replacement DIP Agreement": The Term Loan, RevolvingCredit, Guarantee and Security Agreement, dated as of July 1, 2004, by andamong MCC as borrower, its domestic subsidiaries which are debtors in the Case,as guarantors, and Citicorp North America, Inc., as administrative agent forthe lenders, Citigroup Global Markets Inc., and Perry Principals Investments,LLC, as joint lead arrangers and the banks and financial institutions from timeto time party thereto as lenders, as the same has been or may be from time totime modified or amended or any agreements or documents executed in connectiontherewith.

               (86)          "Replacement DIP Amended Facility":  The renewed,amended, restated and extended Replacement DIP Agreement providing for amodified $125,000,000 term loan facility from the Replacement DIP Lenders toMCC and certain of the other MCC-Debtors which shall mature four years afterthe Effective Date and shall contain such other amended terms and provisions asare consistent with the Amendment Letter dated August 6, 2004 from theReplacement DIP Lenders then existing and accepted by Terra, a true copy ofwhich Amendment Letter is attached hereto as *Exhibit "C"*, andas shall be approved by MCC, the Replacement DIP Lenders, Terra and TerraParent.

               (87)          "Replacement DIP Claim":  Any Claim that is based on orarises out of (i) the Replacement DIP Agreement, or (ii) the Interim and FinalOrders (I) Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11U.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 bythe Bankruptcy Court on June 25, 2004 and July 15, 2004, respectively.  AllReplacement DIP Claims are and shall be Allowed Claims in the aggregate amountas of the Effective Date which shall be agreed by MCC and the Replacement DIPLenders or, in the absence of such agreement, determined by the BankruptcyCourt.

               (88)          "Replacement DIP Lenders":     The administrative agentand the lenders from time to time under the  Replacement DIP Agreement.

               (89)          "Senior Note Claim": Any Claim against any of the MCC-Debtorsthat is based on or arises out of the notes issued pursuant to that certainIndenture dated as of November 25, 1997, as supplemented, between MCC and HSBCBank USA, as successor Trustee, governing the 71⁄4% Senior Notes due November 15,2017.  The Senior Note Claims are and shall be Allowed Claims as of theEffective Date in the aggregate amount of $207,250,240.00, representing unpaidprincipal and accrued interest as of the Petition Date.

               (90)          "Shareholders Agreement":  The Amended and RestatedShareholders Agreement, dated as of November 10, 1998, initially by and amongFarmland Misschem Limited, Farmland Industries, Inc., Farmland (B.V.I.) Limited,Double Circle (Barbados) S.r.l., Farmland Trinidad Limited, MCC, MCHI, Misschem(Barbados) S.r.l., and Misschem Trinidad Limited, as the same has from time totime been modified or amended.

               (91)          "Standalone Transaction":          The transactiondescribed in Section 6.3(2) of the Plan and which is to be funded in part bythe proceeds from the Exit Facility.

               (92)          "Terra":  MissChem Acquisition Inc., a Delawarecorporation and wholly-owned subsidiary of Terra Parent, which is the "Buyer"in the Terra Stock Purchase Agreement.

               (93)          "Terra Parent":  Terra Industries Inc., a Marylandcorporation.

               (94)          "Terra Parent Common Stock":  The "Parent CommonStock" as defined in the Terra Stock Purchase Agreement, which shall bedistributed in accordance with the Terra Transaction and pursuant to this Plan.

               (95)          "Terra Parent Preferred Stock":  The "ParentPreferred Stock" as defined in the Terra Stock Purchase Agreement, whichshall be distributed in accordance with the Terra Transaction and pursuant tothis Plan.     

               (96)          "Terra Stock Purchase Agreement":      The certainStock Purchase Agreement dated as of August 6, 2004, as amended from time totime, entered into by and among MCC, Terra and Terra Parent, a copy of which isattached hereto as *Exhibit "D"* and pursuant to which the TerraTransaction is to be consummated.

               (97)          "Terra Transaction":      The transaction which may beentered into in accordance with Section 6.3(1) of the Plan and which is basedon and arises out of the Terra Stock Purchase Agreement.            

               (98)          "Tort Claim": A Claim against any of the Debtorsarising out of a private or civil wrong or injury, other than a breach ofcontract.

     1.2.Rules ofInterpretation.

               A.    For purposes of the Plan: (a) whenever it is appropriate from thecontext, each term, whether stated in the singular or the plural, shall includeboth the singular and the plural, and each pronoun, whether stated in themasculine, feminine or neuter gender, shall include the masculine, feminine andneuter gender; (b) any reference in the Plan to a contract, instrument, release,indenture or other agreement or document being in a particular form or onparticular terms and conditions means that such document shall be substantiallyin such form or substantially on such terms and conditions; (c) any referencein the Plan to an existing document or exhibit Filed, or to be Filed, shallmean such document or exhibit, as it may have been or may be amended, modifiedor supplemented; (d) unless otherwise specified, all references in the Plan toSections, Articles or Exhibits are references to Sections, Articles andExhibits of or to the Plan; (e) the words "herein", "hereof"," hereto", "hereunder", and others of similar import referto this Plan in its entirety rather than to a particular portion of the Plan,unless the context requires otherwise; (f) captions and headings to Articlesand Sections are inserted for convenience of reference only and are notintended to be a part of or to affect the interpretation of the Plan; (g) therules of construction set forth in § 102 of the Bankruptcy Code shall apply tothe Plan; (h) any term used in capitalized form in the Plan that is not definedin the Plan but that is used in the Bankruptcy Code or the Bankruptcy Rulesshall have the meaning assigned to such term in the Bankruptcy Code or theBankruptcy Rules, as the case may be; and (i) all exhibits to the Plan are incorporatedinto and are a part of the Plan as if fully set forth in the Plan.

               B.    In computing any period of time prescribed or allowed by the Plan, theprovisions of Bankruptcy Rule 9006(a) shall apply.  Any period of timeprescribed or allowed by the Plan may be enlarged or reduced by the BankruptcyCourt in accordance with the provisions of Bankruptcy Rule 9006(b) or (c).

               C.    Except to the extent that the Bankruptcy Code or the Bankruptcy Rulesare applicable, and subject to the provisions of any contract, instrument,release, indenture or other agreement or document entered into in connectionwith the Plan, the rights and obligations arising under the Plan shall begoverned by, and construed and enforced in accordance with, the laws of thestate in which the Bankruptcy Court resides, without giving effect to theprinciples of conflict of laws thereof.

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**ARTICLE 2ADMINISTRATIVE EXPENSES**

     2.1.Except to the extentthat the holder of an Allowed Administrative Expense Claim agrees to atreatment less favorable to such holder, each holder of an AllowedAdministrative Expense Claim which is not also an Intercompany Claim shallretain unaltered the legal, equitable and contractual rights to which theholder is entitled on account of such Claim, and each such holder shall be paidby the respective Debtors in Cash equal to the amount of the holder's AllowedAdministrative Expense Claim in that Debtor's Case on the later of theEffective Date or the date on which the certain Administrative Expense Claimbecomes an Allowed Administrative Expense Claim, or as soon thereafter as ispracticable; *provided, however*, that Allowed Administrative ExpenseClaims which are not also Intercompany Claims and which represent liabilitiesarising under extensions of credit or other obligations incurred by the Debtors-in-Possessionin the ordinary course of their business shall be paid in full by therespective Debtors in the ordinary course of their business in accordance withthe terms governing and applying to the respective transactions on which suchAllowed Administrative Expense Claims are based.  All Allowed AdministrativeExpense Claims owed by any of the MCC-Debtors which are not Intercompany Claimsshall be paid by the MCC-Debtors.  All Allowed Administrative Expense Claimsowed by the Phosphates-Debtor which are not Intercompany Claims shall then bepaid by the Phosphates-Debtor. All Allowed Administrative Expense Claims owedby the Potash-Debtors which are not Intercompany Claims shall then be paid bythe Potash-Debtors.  The MCC Indenture Trustee holds and shall receive underthis Plan an Allowed Administrative Expense Claim against the MCC-Debtors inthe amount of $180,000 to cover all of its fees and expenses incurred inconnection with the performance of its duties in this case as MCC Indenture Trustee,without the need to take any further action.  Likewise, the PhosphatesIndenture Trustee holds and shall receive under this Plan an AllowedAdministrative Expense Claim against the Phosphates-Debtor in the amount of $48,000to cover all of its fees and expenses incurred in connection with theperformance of its duties in this case as Phosphates Indenture Trustee, withoutthe need to take any further action.

     2.2.All requests for thepayment of previously unpaid Administrative Expense Claims, including withoutlimitation final applications of professional persons for compensation andexpense reimbursement for services rendered or expenses incurred on or beforethe Effective Date, shall be filed with the Bankruptcy Court no later thanthirty (30) days after the Effective Date or such later date as may be fixed bythe Bankruptcy Court, failing in which such unpaid Administrative ExpenseClaims shall be waived, discharged and forever barred.  Additionally, under theTerra Transaction, no later than twelve (12) Business Days before the "ClosingDate" (as such term is defined in the Terra Stock Purchase Agreement) eachprofessional person who claims the right to payment from any of the Debtors andeach Person who claims the right to reimbursement or payment from any of theDebtors shall serve on the Debtors and the Committee a good faith estimate ofsuch professional person's or such Person's estimated fees for servicesrendered and expenses incurred during the Cases through the Effective Date tobe claimed from the Debtors, as well as all prior payments received on accountof such fees and expenses, failing in which such professional person's or otherPerson's unpaid administrative expense claims therefor shall be waived,discharged and forever barred.  Any payment made or to be made by the Debtorsfor services or for costs and expenses in or in connection with the Case, or inconnection with the Plan and incident to the Case, has been approved by, or issubject to the approval of, the Bankruptcy Court as reasonable.

     2.3.All fees to the UnitedStates Trustee pursuant to 28 U.S.C. § 1930 which become due prior to theEffective Date shall be paid by the Debtors on the Effective Date, and all suchfees which become due thereafter, if any, shall be paid by the respective Debtorswhen due.

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**ARTICLE 3CLASSIFICATION OF CLAIMS AND INTERESTS**

The Claims, other than Administrative ExpenseClaims, against and Interests in the Debtors shall be classified for allpurposes, including voting and distributions under the Plan, as follows:

> 
3.1.CLASS 1A shall consistof all Allowed MCC Priority Claims.

3.2.    CLASS 2A shall consistof all Allowed MCC Replacement DIP Claims.

3.3.    CLASS 3A shall consistof all Allowed MCC Other Secured Claims.

3.4.    CLASS 4A shall consistof all Allowed Intercompany Claims.

3.5.    CLASS 5A shall consistof all Allowed MCC Convenience Unsecured Claims.

3.6.    CLASS 6A shall consistof all Allowed MCC Bonds Unsecured Claims.

3.7.    CLASS 7A shall consistof all Allowed MCC Other General Unsecured Claims.

3.8.    CLASS 8A shall consistof all Allowed MCC Subsidiary Interests.

3.9.    CLASS 9A shall consistof all Allowed MCC Old Equity Interests.

3.10.  CLASS 1B shall consist of all Allowed Phosphates Priority Claims. 

3.11.  CLASS 2B shall consist of all Allowed Phosphates Replacement DIP Claims.

3.12.  CLASS 3B shall consist of all Allowed Phosphates Other Secured Claims.

3.13.  CLASS 4B shall consist of all Allowed Phosphates General UnsecuredClaims.

3.14.  CLASS 5B shall consist of all Allowed Phosphates IRB Unsecured Claims.

3.15.  CLASS 6B shall consist of all Allowed Phosphates Interests.

3.16.  CLASS 1C shall consist of all Allowed Potash/Eddy Priority Claims.

3.17.  CLASS 2C shall consist of all Allowed Potash/Eddy General UnsecuredClaims.

3.18.  CLASS 3C shall consist of all Allowed Potash/Eddy Interests.

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**ARTICLE 4IDENTIFICATION OF CLASSES OF CLAIMS ANDINTERESTSNOT IMPAIRED AND IMPAIRED BY THE PLAN**

     4.1.Classes 1A (Allowed MCCPriority Claims), 3A (Allowed MCC Other Secured Claims), 5A (Allowed MCCConvenience Unsecured Claims), 8A (Allowed MCC Subsidiary Interests), 1B(Allowed Phosphates Priority Claims), 3B (Allowed Phosphates Other SecuredClaims) and 1C (Allowed Potash/Eddy Priority Claims) are not impaired by thePlan.  Pursuant to Bankruptcy Code § 1126(f), the holders of such unimpairedClaims are conclusively presumed to have accepted the Plan, and the votes ofsuch holders shall not be solicited or counted.

     4.2.Classes 2A (Allowed MCCReplacement DIP Claims), 4A (Allowed Intercompany Claims), 6A (Allowed MCCBonds Unsecured Claims), 7A (Allowed MCC Other General Unsecured Claims), 9A(Allowed MCC Old Equity Interests), 2B (Allowed Phosphates Replacement DIPClaims), 4B (Allowed Phosphates General Unsecured Claims), 5B (AllowedPhosphates IRB Unsecured Claims) and 2C (Allowed Potash/Eddy General UnsecuredClaims) are impaired by the Plan.  Pursuant to Bankruptcy Code § 1126(c), theholders of such impaired Claims and Interests are entitled to vote to accept orreject the Plan.

     4.3.Classes 6B (AllowedPhosphates Interests) and 3C (Allowed Potash/Eddy Interests) are impaired bythe Plan.  Since holders of Interests in Class 6B and Class 3C are receiving nodistributions under the Plan, pursuant to Bankruptcy Code § 1126(g), theholders of such impaired Interests are conclusively presumed to have rejectedthe Plan, and the votes of such holders shall not be solicited or counted.

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**ARTICLE 5TREATMENT OF CLAIMS AND INTERESTS**

     5.1.Class 1A (MCC AllowedPriority Claims).  Each holder of a Class 1A Claim shall retain unalteredthe legal, equitable and contractual rights to which the holder is entitled onaccount of such Claim, and each such holder shall be paid by the MCC-DebtorsCash equal to the amount of the holder's Allowed Class 1A Claim on the later ofthe Effective Date or the date on which the certain Class 1A Claim becomes anAllowed Claim, or as soon thereafter as is practicable.

     5.2.Class 2A (Allowed MCCReplacement DIP Claims).  On the Effective Date, in accordance withSections 6.3(1) and 6.3(2) of the Plan, either (i) under the TerraTransaction, (a) all revolving loans, all accrued but unpaid interest(including interest paid in kind), fees and other charges and all term loans inexcess of $125,000,000, in each case outstanding under the Replacement DIPAgreement shall be repaid to the Replacement DIP Lenders in accordance with theterms of the Replacement DIP Agreement and (b) the Replacement DIP Agreementshall be amended and restated such that the Replacement DIP Amended Facilityshall be in full force and effect and the Replacement DIP Claims thereundershall continue to be in full force and effect and shall be valid bindingenforceable obligations of the MCC-Debtors, or (ii) under the StandaloneTransaction, all Replacement DIP Claims shall be repaid, in full, in Cash andall commitments under the Replacement DIP Agreement shall be cancelled. Delivery by the Debtors to the holder of a Class 2A Claim pursuant to the Planof either the treatment provided in (i) above under the Terra Transaction orprovided in (ii) above under the Standalone Transaction shall be in full andcomplete satisfaction, cancellation and extinguishment of and in exchange forthe holders' Class 2A Claims and all security, priority and other rightsexisting on account of the Class 2A Claims, except for such rights as shallcontinue in effect pursuant to the Replacement DIP Amended Facility and otherprovisions of this Plan.

     5.3.Class 3A (Allowed MCCOther Secured Claims).  Except to the extent that the holder of an AllowedClass 3A Claim agrees to a treatment less favorable to such holder, on thelater of the Effective Date or the date on which a certain Class 3A Claimbecomes an Allowed Claim, or as soon thereafter as is practicable, (i) the MCC-Debtorsshall cure any default that occurred under the Class 3A Claims before or afterthe Petition Date, other than a default of a kind specified in Bankruptcy Code§ 365(b)(2); (ii) the respective maturity dates of each Class 3A Claim whichexisted before such default occurred shall be reinstated; and (iii) the Debtorsshall compensate the respective holders of each Class 3A Claim in such way asshall be agreed between the MCC-Debtors and the respective holders, ordetermined by the Bankruptcy Court, appropriate to compensate such holders forany damages incurred as a result of any reasonable reliance by such holders onany contractual provision or applicable law that otherwise entitled such holderto demand or receive accelerated payment of such Class 3A Claim after theoccurrence of a default.  Any and all Liens held as security for an AllowedClass 3A Claim shall be retained and shall remain in effect.  The legal,equitable or contractual rights to which the holders of Class 3A Claims areentitled on account of such Class 3A Claims shall not otherwise be altered.

     5.4.Class 4A (AllowedIntercompany Claims).  Each holder of a Class 4A Claim shall be entitled toset off each Intercompany Claim it holds against any Intercompany Claim it owes,and the resulting net amount of each Class 4A Claim shall, on the EffectiveDate, be treated as a contribution to or return of capital between the partiesaffected by the Intercompany Claim, in exchange for and cancellation,extinguishment and discharge of all rights existing on account of such Class 4AClaim.  

     5.5.Class 5A (Allowed MCCConvenience Unsecured Claims). On the later of the Effective Date or thedate on which a certain Class 5A Claim becomes an Allowed Claim, or as soonthereafter as practicable, each holder of a Class 5A Claim shall be paid by theMCC-Debtors Cash equal to the amount of the holder's Allowed Class 5A Claim, infull and complete satisfaction of such Allowed Class 5A Claim.

     5.6.Class 6A (Allowed MCCBonds Unsecured Claims).  On the Effective Date, or as soon thereafter aspracticable, each holder of a Class 6A Claim shall receive, (A) in accordancewith Sections 6.3(1) and 6.3(2) of the Plan, either (i) under the TerraTransaction, such holder's share, Prorata with all other Class 6A MCC AllowedBonds Unsecured Claims and all Class 7A Allowed MCC Other General UnsecuredClaims who become entitled under Section 5.7 to receive the same, of TerraParent Common Stock and Terra Parent Preferred Stock, or (ii) under theStandalone Transaction, one (1) share of New MissChem Common Stock for eachTwenty-two Dollars ($22.00) of such holder's Class 6A Allowed MCC BondsUnsecured Claim, and also (B) in accordance with Section 6.3(3)C of the Plan,such holder's share, Prorata with all other Class 6A Allowed MCC BondsUnsecured Claims, of the Phosphates New Common Stock received by MCC from anysource, including pursuant to the Phosphates Capital Contribution. Delivery bythe Debtors to the holder of a Class 6A Claim pursuant to the Plan of (A)either (i) the Terra Parent Common Stock and Terra Parent Preferred Stock or(ii) the New MissChem Common Stock, and also (B) the Phosphates New CommonStock received by MCC shall cancel, extinguish and discharge and be in exchangefor all rights existing on account of such Class 6A Claim, except for suchrights as shall exist under Section 13.16 of this Plan.

     5.7.Class 7A (Allowed MCCOther General Unsecured Claims).  On the later of the Effective Date or thedate on which a certain Class 7A Claim becomes an Allowed Claim, or as soonthereafter as practicable, each holder of an Allowed Class 7A Claim shallreceive either (i) the payment of Cash by the MCC-Debtors equal to thelesser of (a) forty and 2/10 percent (40.2%) of the amount of the holder'sAllowed Class 7A Claim, and (b) its Prorata share of the Cap Amounts (asdefined below) remaining after the payments made to holders of Allowed Class 5AClaims pursuant to Section 5.5 of the Plan or (ii), in accordance withSections 6.3(1) and 6.3(2) of the Plan, either (a) under the Terra Transaction,such holder's share, Prorata with all Class 6A Allowed MCC Bonds UnsecuredClaims and all other Class 7A Allowed MCC Other General Unsecured Claims whobecome entitled under this Section 5.7 to receive the same, of Terra ParentCommon Stock and Terra Parent Preferred Stock, or (b) under the StandaloneTransaction, one (1) share of New MissChem Common Stock for each Twenty-twoDollars ($22.00) of such holder's Class 7A Allowed MCC Other General UnsecuredClaim; *provided, however*, that if the holders of Class 7A Claims do notaccept the Plan by the requisite majorities set forth in § 1126(c) of theBankruptcy Code, then the Cash option in clause (i) of this Section shall notbe available and only the equity distribution contemplated by clause (ii) aboveshall be made; and *provided, further*, that the total Cash payments underSections 5.5 and 5.7 to holders of Allowed Classes 5A and 7A Claims shall not,except with consent of the MCC-Debtors and the Committee, the Replacement DIPLenders and either Terra Parent under the Terra Transaction or the Exit Lendersunder the Standalone Transaction, be greater than either (the "Cap Amounts")(x) the maximum amount which, after all other Cash payments in accordance withthis Plan, would result in the Debtors being in compliance with the formuladescribed in Section 10.3(d) of the Terra Stock Purchase Agreement, or (y) theaggregate amount of $2,300,000.  The holder of a Class 7A Allowed MCC OtherGeneral Unsecured Claim is entitled to make the election to receive the Cashpayment described in this Section in clause (i)  above or to receive the equitydistribution described in this Section in clause (ii) above, by so stating suchelection in such holder's timely filed Ballot.  If the holder's MCC OtherGeneral Unsecured Claim has not been Allowed before the holder's Ballot isfiled or if the holder does not make any such election in the holder's timelyfiled Ballot, then such holder shall receive the Cash payment described inclause (i) above.  Delivery by the MCC-Debtors pursuant to the Plan of either(i) the Cash payment or (ii) such holder's Prorata share, of either (a) TerraParent Common Stock and Terra Parent Preferred Stock, or (b) the New MissChemCommon Stock, to the holder of a Class 7A Claim shall cancel, extinguish anddischarge and be in exchange for all rights existing on account of such Class7A Claim, except for such rights as shall exist under Section 13.16 of thisPlan.

     5.8.Class 8A (Allowed MCCSubsidiary Interests).  Each of the MCC Subsidiary Interests shall remainin full force and effect on and after the Effective Date, and (i) under theTerra Transaction, shall continue to be held by their respective owners or (ii)under the Standalone Transaction, shall be transferred and assigned to NewMissChem pursuant to Section 6.3(2).C. of the Plan. 

     5.9.Class 9A (Allowed MCCOld Equity Interests).  On the Effective Date, the MCC Old Equity Interestsshall be cancelled and extinguished, and each holder of a Class 9A Allowed MCCOld Equity Interest shall receive as soon thereafter as is practical, inexchange therefor and in accordance with Sections 6.3(1) and 6.3(2) of the Plan,such holder's share, Prorata with all other Class 9A Allowed MCC Old EquityInterests, of either (i) under the Terra Transaction, 250,000 shares of TerraParent Common Stock, or (ii) under the Standalone Transaction, the New MissChemWarrants. 

     5.10. Class 1B (Allowed Phosphates Priority Claims).  Each holder of aClass 1B Claim shall retain unaltered the legal, equitable and contractualrights to which the holder is entitled on account of such Claim, and each suchholder shall be paid by the Phosphates-Debtor Cash equal to the amount of theholder's Allowed Class 1B Claim on the later of the Effective Date or the dateon which the certain Class 1B Claim becomes an Allowed Claim, or as soonthereafter as is practicable.

     5.11. Class 2B (Allowed Phosphates Replacement DIP Claims).  If thePhosphates Transaction has been closed and consummated on or before theEffective Date of this Plan, the holders of the Class 2B Allowed PhosphatesReplacement DIP Claims will have received, or been held by order of theBankruptcy Court under Bankruptcy Code § 363 entitled to receive, the portionof the consideration received by Phosphates-Debtor in the PhosphatesTransaction in accordance with the secured and administrative expense priorityClaims of the Allowed Class 2B Claims under the terms of the Replacement DIPAgreement ("Class 2B Consideration Portion"). Accordingly, on thelater of the Effective Date occurring after the closing of the PhosphatesTransaction and the date of receipt by the holders of the Allowed Class 2BClaims of such Class 2B Consideration Portion or such portion less than theClass 2B Consideration Portion as may be approved by the holders of the AllowedClass 2B Claims, the Class 2B Allowed Phosphates Replacement DIP Claims and allsecurity, priority and other rights existing on account of the Class 2B Claimsas to the Phosphates-Debtor and its assets shall be cancelled, extinguished anddischarged.  However, if the Phosphates Transaction has not been closed andconsummated on or before the Effective Date of this Plan, then on the EffectiveDate and prior to the Cash payments to Allowed Class 2A Claims in accordancewith Section 5.2 of this Plan, the holders of the Class 2B Allowed PhosphatesReplacement DIP Claims shall be paid by Phosphates-Debtor Cash in an amountequal to the value of certain working capital of Phosphates-Debtor with a valueof in excess of $10,000,000 or such lesser Cash amount as may be approved bythe holders of the Allowed Class 2B Claims, upon receipt of which the Class 2BAllowed Phosphates Replacement DIP Claims and all security, priority and otherrights existing on account of the Class 2B Claims as to the Phosphates-Debtorand its assets shall be cancelled, extinguished and discharged.

     5.12.  Class 3B (Allowed Phosphates Other Secured Claims). If thePhosphates Transaction has been closed and consummated on or before theEffective Date of this Plan, the holders of the Class 3B Allowed PhosphatesOther Secured Claims will have received, or been held by order of theBankruptcy Court under Bankruptcy Code § 363 entitled to receive, the portionof the consideration received by Phosphates-Debtor in the PhosphatesTransaction in accordance with the secured claim rights of the Allowed Class 3BClaims or the abandonment of the assets of Phosphates-Debtor which are subjectto such secured claim rights ("Class 3B Consideration Portion").  Accordingly,on the later of the Effective Date occurring after the closing of thePhosphates Transaction and the date of receipt by the holders of the AllowedClass 3B Claims of such Class 3B Consideration Portion, or such portion lessthan the Class 3B Consideration Portion as may be approved by the holders ofthe Allowed Class 3B Claims, or the abandonment of the assets of Phosphates-Debtorwhich are subject to such secured claim rights, the Class 3B Allowed PhosphatesOther Secured Claims and all security, priority and other rights existing onaccount of the Class 3B Claims as to the Phosphates-Debtor and its assets shallbe cancelled, extinguished and discharged.  However, if the PhosphatesTransaction has not been closed and consummated on or before the Effective Dateof this Plan, and except to the extent that the holder of an Allowed Class 3BClaim agrees to a treatment less favorable to such holder, on the later of theEffective Date or the date on which a certain Class 3B Claim becomes an AllowedClaim, or as soon thereafter as is practicable, (i) the Phosphates-Debtor shallcure any default that occurred under the Class 3B Claims before or after thePetition Date, other than a default of a kind specified in Bankruptcy Code §365(b)(2); (ii) the respective maturity dates of each Class 3B Claim whichexisted before such default occurred shall be reinstated; (iii) the Phosphates-Debtorshall compensate the respective holders of each Class 3B Claim in such way asshall be agreed between the Phosphates-Debtor and the respective holders, ordetermined by the Bankruptcy Court, appropriate to compensate such holders forany damages incurred as a result of any reasonable reliance by such holders onany contractual provision or applicable law that otherwise entitled such holderto demand or receive accelerated payment of such Class 3B Claim after theoccurrence of a default; and (iv) any and all Liens held as security for anAllowed Class 3B Claim shall be retained and shall remain in effect.  The legal,equitable or contractual rights to which the holders of Class 3B Claims areentitled on account of such Class 3B Claims shall not otherwise be altered.

     5.13. Class 4B (Allowed Phosphates General Unsecured Claims).  On thelater of the Effective Date or the date on which a certain Class 4B Claimbecomes an Allowed Claim, or as soon thereafter as practicable, each holder ofan Allowed Class 4B Claim shall receive from Phosphates-Debtor both (i) thepayment of Cash equal to five percent (5%) of the amount of the holder's AllowedClass 4B Claim, and (ii) such holder's share, Prorata with all Class 5B AllowedPhosphates IRB Unsecured Claims and all other Class 4B Allowed PhosphatesGeneral Unsecured Claims, of either (x) if the Phosphates Transaction shallhave closed on or prior to the Effective Date, the Phosphates SurplusDistribution, or (y) in any other circumstance, the Phosphates New Common Stock,provided that in the event that the Phosphates Capital Contributionoccurs, the Phosphates New Common Stock issued in accordance with this Section5.13 shall be diluted by the shares of Phosphates New Common Stock issuedpursuant to the Phosphates Capital Contribution.  The treatment in accordancewith this Section 5.13 of the Plan of a Class 4B Claim shall cancel, extinguishand discharge and be in exchange for all rights existing on account of suchClass 4B Claim.

     5.14.  Class 5B (Allowed Phosphates IRB Unsecured Claims). On theEffective Date or as soon thereafter as practicable, each holder of an AllowedClass 4B Claim shall receive such holder's share, Prorata with all other Class5B Allowed Phosphates IRB Unsecured Claims and all Class 4B Allowed PhosphatesGeneral Unsecured Claims, of either (x) if the Phosphates Transaction shallhave closed on or prior to the Effective Date, the Phosphates SurplusDistribution, or (y) in any other circumstance, the Phosphates New Common Stock,provided that in the event that the Phosphates Capital Contributionoccurs, the Phosphates New Common Stock issued in accordance with this Section5.14 shall be diluted by the shares of Phosphates New Common Stock issuedpursuant to the Phosphates Capital Contribution.  The treatment in accordancewith this Section 5.14 of the Plan of a Class 5B Claim shall cancel, extinguishand discharge and be in exchange for all rights existing on account of suchClass 5B Claim, except for such rights as shall exist under Section 13.16 ofthis Plan.

     5.15. Class 6B (Allowed Phosphates Interests).  On the Effective Date,the Phosphates Interests shall be cancelled and extinguished, and the holder ofthe Class 5B Interests shall receive no property or distribution on account ofsuch Interests. 

     5.16.  Class 1C (Allowed Potash/Eddy Priority Claims).  Each holder of aClass 1C Claim shall retain unaltered the legal, equitable and contractualrights to which the holder is entitled on account of such Claim, and each suchholder shall be paid by the Potash-Debtors Cash equal to the amount of theholder's Allowed Class 1C Claim, in the order of priority thereof under §507(a) of the Bankruptcy Code, on the later of twenty (20) days after thePotash-Debtors receive the proceeds of the public auction sale described inSection 6.4.H. of the Plan or the date on which the Class 1C Claim becomes anAllowed Claim, or as soon thereafter as practicable.

     5.17.  Class 2C (Allowed Potash/Eddy General Unsecured Claims).  On thelater of twenty (20) days after the Potash-Debtors receive the proceeds of thepublic auction sale described in Section 6.4.H. of the Plan or the date onwhich the Class 2C Claim becomes an Allowed Claim, or as soon thereafter aspracticable, each holder of a Class 2C Claim shall receive its share, Proratawith all other holders of Allowed Class 2C Claims, of such auction saleproceeds, net of sale expenses and payments to holders of Class 1C AllowedPotash/Eddy Priority Claims, in cancellation, extinguishment and discharge ofall rights existing on account of such Class 2C Claim, except for such rightsas shall exist under Section 13.16 of this Plan.

     5.18.  Class 3C (Allowed Potash/Eddy Interests).  On the Effective Date,the Potash/Eddy Interests shall be cancelled and extinguished, and the holderof the Class 3C Interests shall receive no property or distribution on accountof such Interests.

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**ARTICLE 6MEANS FOR IMPLEMENTATION OF THE PLAN**

     6.1.Vesting of Assets andOperations.

               A.    All assets of the Debtors and property of the estates in the Case,including but not limited to all causes of action or interests accruing to theDebtors under the Bankruptcy Code or other laws and all funds or other assetsof the Debtors in the possession or under the control of another, shall vest inthe Debtors on the Effective Date, except as otherwise provided in the Plan orConfirmation Order, free and clear of any and all Liens and Claims, except theClaims arising under and the Liens securing the Replacement DIP AmendedFacility or the Exit Facility, as the case may be, and other obligations of theDebtors continued or created pursuant to the provisions of this Plan.  Theholder of any Liens canceled and discharged pursuant to this Plan shall cancelof record such Liens on, or within a reasonable time after, the Effective Date,and the Debtors will be authorized pursuant to the Confirmation Order to takesuch steps as may be necessary to record such discharge and cancellation.

               B.    From and after the Effective Date, the Debtors, as well as New MissChemunder the Standalone Transaction, may, as appropriate, operate their respectivebusinesses and may use, acquire, and dispose of property free of anyrestrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respectsas if there were no pending cases under any chapter or provision of theBankruptcy Code, except as provided in and consistent with the Plan orConfirmation Order. 

               C.    On the Effective Date, the management, control, and operation of theDebtors, as well as New MissChem under the Standalone Transaction, shall becomethe general responsibility of their respective boards of directors. Thecomposition of the initial boards of directors shall be disclosed in the PlanSupplement, and each member of such initial boards of directors shall serve inaccordance with applicable nonbankruptcy law and the respective Articles ofIncorporation and Bylaws as the same may be amended from time to time. 

               D.    The officers of the respective Debtors immediately prior to theEffective Date shall serve as the initial officers of the Debtors on and afterthe Effective Date, until their successors are duly elected and assume office. The initial officers of New MissChem under the Standalone Transaction shall bethe officers of MCC immediately prior to the Effective Date, who shall remainin office until their successors are duly elected and assume office.  Theofficers of the Debtors, and of New MissChem under the Standalone Transaction,shall continue to serve at the same compensation as existed on the date thatthis Plan was filed, until such compensation is duly changed by the respectiveBoard of Directors of the Debtors or New MissChem for whom the officer isserving.  

     6.2.SubstantiveConsolidation.

               A.    Entry of the Confirmation Order shall constitute the approval, pursuantto § 105(a) of the Bankruptcy Code, effective as of the Effective Date, of thesubstantive consolidation of the MCC-Debtors for all purposes related to thePlan, including, without limitation, for purposes of voting, confirmation anddistribution.  On and as of the Effective Date, (i) all assets and liabilitiesof the MCC-Debtors shall be treated as though they were merged, (ii) allguarantees by the MCC-Debtors of the obligations of any other of the MCC-Debtorsshall be eliminated, so that any Claim against any MCC-Debtor and any guaranteethereof executed by any other MCC-Debtor and any joint or several liability ofany 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-Debtorsshall be deemed filed against each MCC-Debtor and shall be one Claim againstand obligation of the MCC-Debtors.

               B.    Entry of the Confirmation Order shall constitute the approval, pursuantto § 105(a) of the Bankruptcy Code, effective as of the Effective Date, of thesubstantive consolidation of the Potash-Debtors (Potash and Eddy) for allpurposes related to the Plan, including, without limitation, for purposes ofvoting, confirmation and distribution.  On and as of the Effective Date, (i)all assets and liabilities of the Potash-Debtors shall be treated as thoughthey were merged, (ii) all guarantees by the Potash-Debtors of the obligationsof the other of the Potash-Debtors shall be eliminated, so that any Claimagainst the Potash-Debtors and any guarantee thereof executed by the other ofthe Potash-Debtors and any joint or several liability of any of the Potash-Debtorsshall be one obligation of the Potash-Debtors, and (iii) each and every Claimfiled or to be filed in the Case of the Potash-Debtors shall be deemed filedagainst each of the Potash-Debtors and shall be one Claim against andobligation of the Potash-Debtors.

               C.    The separate substantive consolidations effected pursuant to the aboveSections 6.2.A. and 6.2.B. of the Plan shall not (other than for purposesrelated to funding distributions under the Plan and as set forth above in thisSection) affect: (i) the legal and organizational structure of the Debtors;(ii) pre- and post-Confirmation Order guarantees, Liens, and security intereststhat are required to be maintained (a) in connection with any ExecutoryContract that was entered into during the Case or that has been or will beassumed or (b) pursuant to the Plan; (iii) defenses to any Cause of Action orrequirements for any third party to establish mutuality in order to assert aright of setoff; and (iv) distributions out of any insurance policies orproceeds of such policies.

     6.3.Corporate RestructureTransactions.

               (1)              Terra Transaction.

               A.    If all conditions precedent to closing the Terra Transaction inaccordance with the Terra Stock Purchase Agreement have been satisfied orwaived on or before the later of (i) 120 days after August 6, 2004, or (ii) 30days after entry of the Confirmation Order or the next Business Day thereafterwhen no Order staying, reversing, modifying or amending the Confirmation Orderis in effect and any applicable period to appeal such Confirmation Order hasexpired, or (iii) such other date to which the MCC-Debtors, the Committee andTerra Parent agree, and the Terra Transaction is ready to close on theEffective Date of this Plan, then the MCC-Debtors shall close the TerraTransaction on the Effective Date or as soon thereafter as is practicable andperform all actions of the Debtors under the Terra Transaction as provided inthe Plan and the Terra Stock Purchase Agreement, and the actions provided inSection 6.3(2) and otherwise in the Plan for the Standalone Transaction shallnot occur.

               B.    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 ofIncorporation, Bylaws or other governing documents as are necessary for MCC tosatisfy the conditions precedent to closing, and to close and fully perform,the Terra Transaction and to comply with the provisions of the Bankruptcy Code.

               C.    Under the Terra Transaction, on or as of the Effective Date of the Plan,the MCC-Debtors shall (i) cause MCC to issue and deliver to Terra one hundred(100) shares of MCC New Common Stock, and (ii) receive, or cause the DisbursingAgent to receive, from Terra and Terra Parent the Terra Cash Payment and theTerra Parent Common Stock and Terra Parent Preferred Stock, as defined hereinor in, and pursuant to, the Terra Stock Purchase Agreement and deliver, orcause the Disbursing Agent to deliver, the Terra Parent Common Stock and TerraParent Preferred Stock to the holders of Allowed Claims in Class 6A and to theholders of Allowed Claims in Class 7A who become entitled under Section 5.7 toreceive the same and to the holders of Allowed Interests in Class 9A who areentitled under the Plan to receive the same.  The 100 shares of MCC New CommonStock shall, after cancellation of the MCC-Old Equity Interests pursuant tothis Plan, constitute 100% of the issued and outstanding capital stock of MCC.

               D.    Under the Terra Transaction, on or as of the Effective Date of the Plan,the MCC-Debtors shall execute and deliver all agreements, documents,instruments or other papers required or appropriate to be executed by any ofthem for closing of the Terra Transaction in accordance with the Terra StockPurchase Agreement, including any necessary financing or other documents.

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

               F.     After the Effective Date and closing of the Terra Transaction, the Committeeshall provide oversight of the Terra Stock which is, pursuant to the TerraStock Purchase Agreement, placed and maintained in escrow and of the releasefrom escrow and delivery thereof to the holders of Allowed Classes 6A and 7AClaims who may be entitled under the Plan to receive it.  Plan distributionsfrom such escrows, if any, shall be made by the Distribution Agent to holdersof Allowed Class 6A and 7A Claims who become entitled to the equitydistribution contemplated by clause (ii) of Section 5.7 of the Plan, in amountsand as of distribution record dates, as determined by the Committee in itsreasonable discretion.  

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

               H.    Under the Terra Transaction and in accordance with the Replacement DIPAmended Facility, the MCC-Debtors shall, on or as of the Effective Date, enterinto and execute, as applicable, all loan, security and other agreements anddocuments as are necessary to place into effect and close the Replacement DIPAmended Facility. The Liens granted as collateral security for the ReplacementDIP Claims shall, under the Terra Transaction, continue to secure allobligations of the reorganized MCC-Debtors under the Replacement DIP AmendedFacility and shall continue to constitute valid binding and enforceable firstpriority Liens on the property and assets of the reorganized MCC-Debtors, subjectonly to Liens permitted by the terms of the Replacement DIP Amended Facility.

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

               (2)              Standalone Transaction.

               A.    In the event (i) that termination of the Terra Stock Purchase Agreementhas occurred, or (ii) that the Terra Transaction has not been closed and placedinto 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 Daythereafter when no Order staying, reversing, modifying or amending theConfirmation Order is in effect and any applicable period to appeal suchConfirmation 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 this Plan,the MCC-Debtors and New MissChem shall enter into and close the Exit Facilityand implement the Standalone Transaction.

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

               C.    Under the Standalone Transaction, on or as of the Effective Date, theMCC-Debtors shall cause Old MissChem to convey and transfer to New MissChem allMCC Subsidiary Interests and all other property and assets of Old MissChem(including without limitation all Cash and Cash equivalents and working capitalassets) except for the equity interest in MCHI, the Offtake Agreement, theShareholders' Agreement, the Interest in FMCL Limited Liability Company and allother 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 MCHIHoldco and to transfer its interest in MCHI to MCHI Holdco on the EffectiveDate.  Under the Standalone Transaction, on or as of the Effective Date the MCC-Debtorsshall cause New MissChem to issue and deliver, or cause the Disbursing Agent todeliver, pursuant to the Plan the New MissChem Common Stock to the holders ofAllowed Claims in Class 6A and to the holders of Allowed Claims in Class 7A whobecome entitled under Section 5.7 to receive New MissChem Common Stock and toissue and deliver, or cause the Disbursing Agent to deliver, pursuant to thePlan the New MissChem Warrants to the holders of Allowed Interests in Class 9A.

               D.    Under the Standalone Transaction, on or as of the Effective Date, NewMissChem and Old MissChem shall enter into and execute (i) the ManagementServices Agreement, (ii) the Offtake Pass-Through Agreement, and (iii) theOfftake Shipping Pass-Through Agreement, which Agreements shall be acceptableto the Committee.

               E.     Under the Standalone Transaction, on or as of the Effective Date, or assoon thereafter as is practicable, the MCC-Debtors shall cause Old MissChem toeffect such amendments in its Articles of Incorporation, Bylaws and othercorporate governance documents as are necessary (i) to change its corporatename as determined by its board of directors; (ii) to reconstitute its board ofdirectors to at least three (3) and not more than five (5) persons, with theinitial members of the board of directors on or after the Effective Date beingdesignated by agreement between the MCC-Debtors and the Committee, failing inwhich agreement prior to the Effective Date, the initial members shall bedesignated by the Committee; (iii) to effect such other amendments acceptable tothe Committee as are necessary and appropriate in accordance with the Plan andConfirmation Order.

               F.     Under the Standalone Transaction and in accordance with the ExitFacility, the MCC-Debtors shall, on or as of the Effective Date, cause NewMissChem 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 placeinto effect and close the Exit Facility including without limitation the NewMissChem Exit Facility Security Documents and the Old MissChem Exit FacilitySecurity Documents. The new Liens granted as collateral security for the ExitFacility under the Standalone Transaction pursuant to the New MissChem ExitFacility Security Documents and the Old MissChem Exit Facility SecurityDocuments, shall constitute valid binding and enforceable first priority Lienson the property and assets of the MCC-Debtors, and New MissChem, subject onlyto Liens permitted by the terms of the Exit Facility.

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

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

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

               (3)              Phosphates Transaction.

               A.    The "Phosphates Transaction" shall be a sale, after approvalby the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code, of allor substantially all of the assets of the Phosphates-Debtor (MississippiPhosphates Corporation) to a purchaser who states its intention to use suchpurchased assets in its continued operation of the business conducted byPhosphates, with such sale having been closed on or before the Effective Dateof this Plan.  Upon closing of such Phosphates Transaction, sale proceeds shallbe applied (x) in accordance with the terms of the Replacement DIP Agreement or(y) as otherwise approved by the Replacement DIP Lenders, provided that if thisPlan shall have been confirmed, any application pursuant to this clause (y)shall be consistent with Sections 5.10, 5.11, 5.12 and 5.13 of this Plan.

               B.    If such Phosphates Transaction has been closed on or before theEffective Date, then on the Effective Date of the Plan, the Phosphates SurplusDistribution shall be made pursuant to Section 5.13 of the Plan, the PhosphatesInterest shall be cancelled, and the Phosphates-Debtor corporate entity shallbe dissolved.

               C.    If such Phosphates Transaction has not been closed on or before theEffective Date, then the Phosphates-Debtor corporate entity will remain inexistence and will continue owning its assets and operating its business, andthe Phosphates Interests shall be cancelled and the Phosphates New Common Stockshall be issued on the Effective Date (i) in an amount calculated by referenceto the value of the Phosphates-Debtor after the making of the PhosphatesCapital Contribution (if required), to MCC pursuant to the Phosphates CapitalContribution and then to the holders of Allowed Class 6A Claims pursuant toSection 5.6 of the Plan and (ii) the remainder to the holders of AllowedClasses 4B and 5B Claims, pursuant to Sections 5.13 and 5.14 of the Plan, ineach case free and clear of any Liens or claims thereon, provided that all Cashpayments to the holders of Allowed Class 2B Claims have been made in accordancewith Section 5.11 of the Plan.  If required, the Phosphates CapitalContribution shall be undertaken on the Effective Date by MCC contributing cashto the Phosphates-Debtor and receiving for such contribution a percentage ofthe Phosphates New Common Stock.  If the Phosphates New Common Stock becomesdistributable under this Plan to the benefit of holders of Allowed Classes 6A,4B and 5B Claims, such Phosphates New Common Stock may either be distributeddirectly to such holders or, at the election of the Committee and theReplacement DIP Lenders, may be placed into a trust, and such holders willinstead receive a freely transferable (having the benefit of Section 1145 ofthe Bankruptcy Code) trust certificate representing their respective shares ofthe Phosphates New Common Stock otherwise distributable to such holder underthis Plan.  In the event that it is determined to place the Phosphates NewCommon Stock into such a trust, the terms of the trust shall be filed with thePlan Supplement.  The delivery of such trust certificate shall for all purposesunder the Plan have the same effect as though the shares of Phosphates NewCommon Stock represented thereby had been delivered instead.

               D.    The liability (if any) of the Phosphates-Debtor for any environmentalobligations or liabilities for hazardous materials existing or arising onaccount of past, present or future assets or operations by Phosphates or itspredecessors shall continue in effect after the Effective Date, unlessotherwise discharged hereunder.  None of the MCC-Debtors and their non-debtorsubsidiaries, including MCHI, nor New MissChem under the Standalone Transactionnor Terra and Terra Parent under the Terra Transaction, nor any holderreceiving a Class 4B or 5B distribution pursuant to the Plan, shall assume anysuch liability and each of them shall be fully discharged from and relieved ofany and all such obligations and liabilities (if any) in any capacitywhatsoever.

     6.4.Plan PerformanceActions.

               A.    On or as of the Effective Date, the MCC-Debtors, as well as New MissChemunder the Standalone Transaction, shall enter into and close either the TerraTransaction or the Standalone Transaction, thereby enabling the MCC-Debtors tomake the payments and take the actions as provided in the Plan.

               B.    On or as of the Effective Date, the MCC-Debtors, as well as New MissChemunder the Standalone Transaction, shall cause there to be executed anddelivered pursuant to the Plan all loan, security and other agreements anddocuments as are necessary to enter into and close either the Terra Transactionor the Standalone Transaction. The new Liens granted as collateral security forthe Exit Facility under the Standalone Transaction shall constitute firstpriority Liens on the property and assets of the MCC-Debtors, and New MissChemunder the Standalone Transaction, subject only to Liens permitted  by the termsof the relevant financing; provided, however, that the new Liens granted ascollateral security under either the Terra Transaction or the StandaloneTransaction shall not attach to the stock issued by or other equity interest inMCHI or any of its subsidiaries or the assets of any of them, unless suchattachment of new Liens would not violate or cause a breach under any contractto which any of the MCC-Debtors or MCHI or its subsidiaries is a party.  Underthe Terra Transaction, the Liens securing the MCC Replacement DIP Claims shallremain in full force and effect as collateral security for the Replacement DIPAmended Facility, and the priority of such Liens shall also be continued ineffect and shall be subject only to Liens permitted by the Replacement DIPAmended Facility.

               C.    At the times designated in Articles 2 and 5, the MCC-Debtors, as well asNew MissChem under the Standalone Transaction, the Phosphates-Debtor and thePotash-Debtors, respectively, shall cause the payments of Cash to be madepursuant to the Plan to the holders of Allowed Administrative Expense Claimsand Allowed Claims in Classes 1A, 2A, 3A, 5A, 7A, 1B, 2B, 3B, 4B, 1C and 2C, asthe case may be, by timely delivering to the Disbursing Agent their respectivefunds with which such payments of Cash shall be made by the Disbursing Agent tosuch holders in accordance with the Plan.  Cash payments may be made by checkor wire transfer.

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

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

               F.     On or as of the Effective Date, the MCC-Debtors shall, if the StandaloneTransaction is entered into and closed, cause Old MissChem to issue and deliverpursuant to the Plan 100% of the issued and outstanding Old MissChem CommonStock to New MissChem.

               G.    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 thePhosphates Surplus Distribution to be transferred to the holders of AllowedClaims in Classes 4B and 5B, the Phosphates Interest to be cancelled and thePhosphates-Debtor to be dissolved; or (ii), if substantially all assets of thePhosphates-Debtor have not previously been sold, transferred and disposed ofunder the Phosphates Transaction, cause the Phosphates New Common Stock to beissued and transferred to the holders of Allowed Claims in Classes 4B and 5Band to MCC pursuant to the Phosphates Capital Contribution.

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

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

               J.      The MCC-Debtors, as well as New MissChem under the Standalone Transaction,shall use Cash from their respective business operations and propertydevelopment and use or disposition, from the assets vested in them under thisPlan, from either the Terra Transaction or the Standalone Transaction, fromtheir loans from lenders, and from future capital investments in them, to makeall payments as provided in this Plan to be made by or on behalf of them and tofund their continued business operations and the maintenance, improvement anddevelopment of their properties and assets.  

               K.   The Potash-Debtors shall use Cash from their public auction saledescribed in the Plan to cause all payments as provided in Sections 5.15 and5.16 of this Plan to be made by or on behalf of them.

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

               M.  The Pension Plan shall remain in effect on the Effective Date and shallnot be modified or affected by any provision of the Plan.  Under the TerraTransaction, Terra Parent and each of its participating subsidiaries andaffiliates, and their respective controlled group members shall have allresponsibilities, duties, obligations and liabilities with respect to the PensionPlan under ERISA (including liabilities in the event of termination), theInternal Revenue Code and any other applicable law.  Under the StandaloneTransaction, New MissChem and each of its participating subsidiaries andaffiliates, and their respective controlled group members shall have allresponsibilities, duties, obligations and liabilities with respect to thePension Plan under ERISA (including liabilities in the event of termination),the Internal Revenue Code and any other applicable law.

     6.5.Resulting CorporateStructure Summary.

               A.    Under the Terra Transaction, and in accordance with Section 6.3(1)hereof:

               1.                 MCC:

               (i)                 Will continue owning 100% of the Subsidiary Interests and 100% of MCHI(or MCHI                                     Holdco) equity and resulting 50% of PLNL, and 50% of FMCL LimitedLiability                                     Company, and 50% of Houston Ammonia Terminal, L.P.

               (ii)               Will have debt structure of the Replacement DIP Amended Facility andsuch other                                     working capital financing arrangements as are contemplated bySection 6.3(1)(G) hereof

               (iii)              Will have issued MCC common stock, 100% to Terra

               2.                 MCC-Debtors except MCC:

               (i)                 Will continue owning assets and operating businesses existing beforeEffective Date

               (ii)               Will be wholly-owned subsidiaries of MCC

               3.                 Potash-Debtors:

               (i)                 Will own nominal assets, which will be sold at auction, with the netproceeds constituting                                     the total funds available for distribution to holders ofAllowed Classes 1C and 2C                                     Claims

               (ii)               Will then be dissolved

               4.                 Phosphates-Debtor:

               (i)                 Will, if the Phosphates Transaction has been closed on or before theEffective Date, be                                      dissolved

               (ii)               Will, if the Phosphates Transaction has not been closed on or before theEffective Date,                                     continue owning its assets and operating its business, but itsissued common stock will be                                     owned 100% by the holders of Allowed Classes 6A, 4Band 5B Claims

               B.    Under the Standalone Transaction, and in accordance with Section 6.3(2)hereof:    

               1.                 New MissChem:

               (i)                 Will own 100% of Old MissChem Common Stock and will control 100% ofdomestic                                     operations through ownership of 100% of Subsidiary Interests

               (ii)               Will have debt structure of the New MissChem Revolving Facility and theNew                                    MissChem Tranche A Term Facility 

               (iii)              Will have issued New MissChem Common Stock, 100% to holders of AllowedClass                                    6A Claims and any holders of Allowed Class 7A Claims who become entitledunder                                    Section 5.7 of the Plan to receive stock, subject to dilution for futureNew MissChem                                    Common Stock issued under New MissChem Warrants to holders ofClass 9A MCC                                    Old Equity Interests

               2.                 MCC-Debtors except Old MissChem:

               (i)                 Will continue owning assets and operating businesses existing beforeEffective Date

               (ii)               Will be wholly-owned subsidiaries of New MissChem

               3.                 Old MissChem:

               (i)                 Will continue owning 100% of MCHI (or MCHI Holdco) equity and resulting50% of                                      PLNL, and 50% of FMCL Limited Liability Company

               (ii)               Will have debt structure of the Old MissChem Tranche B Term Facility 

               (iii)              Will have issued Old MissChem Common Stock, 100% to New MissChem 

               4.                 Potash-Debtors:

               (i)                 Will own nominal assets, which will be sold at auction, with the netproceeds constituting                                      the total funds available for distribution to holders ofAllowed Classes 1C and 2C                                      Claims

               (ii)               Will then be dissolved

               5.                 Phosphates-Debtor:

               (i)                 Will, if the Phosphates Transaction has been closed on or before theEffective Date, be                                      dissolved

               (ii)               Will, if the Phosphates Transaction has not been closed on or before theEffective Date,                                    continue owning its assets and operating its business, but itsissued common stock will be                                    owned 100% by the holders of Allowed Classes 6A, 4Band 5B Claims

     6.6.Distribution RecordDates.

               A.    As of the close of business on each distribution record date, thevarious transfer registers for each of the Classes of Claims or Interests asmaintained by the Debtors, their respective agents, or the indenture trusteesshall be deemed closed, and the Disbursing Agent, indenture trustees and otherparties, shall be entitled to recognize and deal for all purposes hereunderonly with those record holders stated on the various transfer ledgers as of theclose of business on such distribution record date, to the extent applicable. The Debtors, their respective agents and the indenture trustees shall continueto maintain their respective transfer registers and record subsequent transfersof Senior Note Claims and IRB Unsecured Claims until the Case is closed orfurther order of the Bankruptcy Court.

               B.    Notwithstanding any provision in the Plan to the contrary, in connectionwith any distribution under the Plan to be effected through the facilities ofDepository Trust Company ("DTC") (whether by means of book-entryexchange, free delivery, delivery/withdrawal at custodian or otherwise), theDisbursing Agent or indenture trustees will be entitled to recognize and dealfor all purposes under the Plan with holders of securities subject to suchdistribution to the extent consistent with the customary practices of DTC usedin connection with such distributions.

     6.7.Indenture Trustee asClaim Holder.

               A.    Consistent with Bankruptcy Rule 3003(c), the Debtors shall recognize theProofs of Claim filed by the indenture trustees in respect of the MCC BondsUnsecured Claims as set forth herein.  Any Proof of Claim which is filed by theregistered or beneficial holder of a MCC Bonds Unsecured Claim may bedisallowed as duplicative of the Proof of Claim of the respective indenturetrustee without need for any further action or Bankruptcy Court order.

     6.8.Surrender ofInstruments.

               A.    As and to the extent required by the Disbursing Agent or indenturetrustees, as a condition to receiving any distribution under the Plan, eachholder of a Claim or Interest represented by an instrument, including notes andcertificates, must surrender such instrument held by it to the Disbursing Agent,indenture trustee or their respective designee, accompanied by a letter oftransmittal substantially in the form acceptable to the Disbursing Agent,indenture trustee or their respective designee by which such holder agrees tohold the Disbursing Agent, indenture trustee or their respective designeeharmless with respect to such instrument and any distribution under the Planmade 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 lossand/or indemnity reasonably satisfactory to the Disbursing Agent, indenturetrustee or their respective designee, and furnish a bond in form, substance andamount reasonably satisfactory to the Disbursing Agent, indenture trustee ortheir respective designee, as of the Effective Date shall be deemed to haveforfeited all rights and Claims and Interests and may not participate in anydistribution under the Plan in respect of such Claims or Interests.

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**ARTICLE 7PROVISIONS FOR RESOLUTION OF DISPUTED CLAIMSANDINTERESTS AND OBJECTIONS TO PROOFS THEREOF**

     7.1.Unless otherwiseprovided in the Plan or Confirmation Order, the Committee under the TerraTransaction and New MissChem under the Standalone Transaction shall have thesole right after the Effective Date to object to and to contest the allowanceof any Claims and Interests filed in the Case and to file anymotions/complaints pursuant to Bankruptcy Code § 505.

     7.2.Except for any Claims orInterests previously Allowed or as provided for in the Plan, objections toClaims and Interests may be filed with the Court and served upon the Claimanton or before the later of (i) sixty (60) days after the Effective Date, or (ii)such other date as may be fixed by the Bankruptcy Court, after notice and ahearing.

     7.3.After the Effective Date,the Claimant whose Claim or Interest is the subject of a pending and unresolvedobjection but who has not previously filed a response to such objection, mustfile with the Court and serve upon the objecting party and the Committee aresponse to such objection prior to the expiration of thirty (30) days from thelater of (i) the Effective Date or (ii) such other date as may be fixed by theBankruptcy Court, after notice and a hearing.  Failure to file such a responsewithin such thirty (30) days time period shall constitute cause for the Courtto enter a default judgment against the non-respondent, and to grant the reliefrequested in the objection.

     7.4.Notwithstanding anyother provision hereof, if any portion of a Claim is a Disputed Claim, nopayment or distribution provided in the Plan shall be made on account of suchClaim unless and until such Disputed Claim becomes an Allowed Claim.

     7.5.All Tort Claims areDisputed Claims.  No distributions under the Plan shall be made on account ofany Tort Claim unless and until such Claim is liquidated and becomes an AllowedClaim.  Any Tort Claim which has not been liquidated prior to the EffectiveDate and as to which a Proof of Claim was timely filed in the Case shall bedetermined and liquidated in the administrative or judicial tribunal in whichit is pending on the Effective Date or, if no action was pending on theEffective Date, in any administrative or judicial tribunal of appropriatejurisdiction.  Any Tort Claim determined and liquidated (i) pursuant to ajudgment obtained in accordance with this Section and applicable nonbankruptcylaw which is no longer appealable or subject to review, or (ii) in anyalternate dispute resolution or similar proceeding as same may be approved byorder of a court of competent jurisdiction, shall be paid as follows: (A) tothe extent such liquidated Tort Claim is, in whole or in part, included ininsurance coverage, the insured portion shall be paid by the applicable insurer,and (B) to the extent any portion of such liquidated Tort Claim is not coveredby insurance, such uninsured portion shall be deemed, to the extent applicable,an Allowed Claim in Class 7A, 4B or 2C as the case may be and treated inaccordance with Sections 5.7, 5.13 or 5.16, as appropriate.  Nothing in thisSection 7.5 shall constitute or be deemed a waiver (1) of any rights undersection 157(b) of Title 28 of the United States Code; (2) of any Cause ofAction that the Debtors or any entity may hold against any other entity,including without limitation, insurers under any insurance policy; or (3) ofany defenses available to the Debtors or insurers, including without limitation,coverage defenses.

     7.6.No holder of a Claim,other than a MCC Replacement DIP Claim or a Phosphates MCC Replacement DIPClaim, shall be entitled to interest or other charges solely on account of anypassage of time before the Claim becomes an Allowed Claim.

     7.7.On and after theEffective Date, the Committee under the Terra Transaction and New MissChemunder the Standalone Transaction shall, respectively, have the authority tocompromise, settle, otherwise resolve, or withdraw any objections to Claimswithout approval of the Bankruptcy Court.

     7.8.Estimation of Claims. The Committee under the Terra Transaction and New MissChem under the StandaloneTransaction may, respectively, at any time request that the Bankruptcy Courtestimate any contingent or Disputed Claim pursuant to § 502(c) of theBankruptcy Code regardless of whether the Debtors or the Committee previouslyobjected to such Claim or whether the Bankruptcy Court has ruled on any suchobjection, and the Bankruptcy Court will retain jurisdiction to estimate anyClaim at any time during litigation concerning any objection to any Claim,including, without limitation, during the pendency of any appeal relating toany such objection.  Subject to the provisions of § 502(j) of the BankruptcyCode, in the event that the Bankruptcy Court estimates any contingent or DisputedClaim, the amount so estimated shall constitute the allowed amount of suchClaim for distribution purposes.  If the estimated amount constitutes a maximumlimitation of the amount of such Claim, the Committee or New MissChem, asappropriate, may pursue supplementary proceedings to object to the allowance ofsuch Claim.  All of the aforementioned objection, estimation and resolutionprocedures are intended to be cumulative and not necessarily exclusive of oneanother.  Claims may be estimated and subsequently compromised, settled,withdrawn or resolved by any mechanism approved by the Bankruptcy Court.

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**ARTICLE 8EXECUTORY CONTRACTS AND UNEXPIRED LEASES**

     8.1.Rejection.  Onthe Effective Date, each Executory Contract (which includes unexpired leases)of the Debtors that has not been previously assumed by order of the BankruptcyCourt, is not the subject of a pending motion at that time to assume, or is notassumed pursuant to Sections 8.3 or 8.4 of the Plan, shall be deemed rejectedeffective as of immediately before the Petition Date.  If the rejection of anyExecutory Contract results in damage to the other party or parties to theExecutory Contract, a Proof of Claim for such damages must be filed with theCourt and served on the Debtors and Committee within thirty (30) days aftersuch rejection.  Any Allowed Claim arising from the rejection of any ExecutoryContract of either of the Potash-Debtors shall be treated as an AllowedPotash/Eddy General Unsecured Claim, which shall be paid in accordance with thetreatment of Allowed Class 2C Claims.  Any Allowed Claim arising from therejection of any Executory Contract of the Phosphates-Debtor shall be treatedas an Allowed Phosphates General Unsecured Claim, which shall be paid inaccordance with the treatment of Allowed Class 4B Claims.  Any Allowed Claimarising from the rejection of any Executory Contract of an MCC-Debtor shall betreated as an Allowed MCC Other General Unsecured Claim, which shall be paid inaccordance with the treatment of Allowed Class 7A Claims.

     8.2.Rejection Claims. Any Claim arising from the rejection of any Executory Contract not filed withthe Court within the time period provided herein shall be deemed discharged andnot entitled to participate in any distribution under the Plan or otherwise. The Debtors may file with the Court an objection to a Claim for damages arisingfrom the rejection of any Executory Contract.

     8.3.Assumed.  TheExecutory Contracts previously assumed by the Debtors, which assumptions shallremain in effect pursuant to the Plan, are described on Schedule 8.3 attachedhereto and incorporated herein by reference.

     8.4.Assumption.  Onthe Effective Date, each of the Executory Contracts (which includes unexpiredleases) described on either the Schedule 4.22 to the Terra Stock PurchaseAgreement relating to the MCC-Debtors or the Schedule 8.4 attached to this Planrelating to the Phosphates-Debtor which, in either instance, have notpreviously been rejected or assumed and assigned pursuant to the Court's Ordersor which are not then the subject of a pending motion to reject or assume andassign shall be assumed by the MCC-Debtors or the Phosphates-Debtor,respectively, at which time and as to which the MCC-Debtors or the Phosphates-Debtor,respectively shall, except as to defaults described in Bankruptcy Code §365(b)(2), (i) cure, or provide adequate assurance that they will promptly cure,an existing default by the MCC-Debtors or the Phosphates-Debtor, respectively,in the Executory Contract, (ii) compensate, or provide adequate assurance thatthey will promptly compensate, another party to the Executory Contract for anyactual pecuniary loss to such other party resulting from such default, and(iii) provide adequate assurance of future performance by the MCC-Debtors orthe Phosphates-Debtor, respectively, under such Executory Contract.

----

 

**ARTICLE 9DEFAULT**

     9.1.Events of Default. An event of default shall be deemed to have occurred if the Debtors or anyholder of a Claim or Interest fails to take any action or fails to refrain fromtaking an action as set forth within this Plan or the Confirmation Order afterthe expiration of ten (10) calendar days following delivery to the defaultingparty of written demand for cure of such default.  

     9.2.Remedies for Defaults. Upon the occurrence of an event of default, any personally aggrieved non-defaultingparty may present an ex parte order to the Bankruptcy Court setting adate and time on not less than fifteen (15) calendar days written notice whensuch defaulting party must appear before the Bankruptcy Court and show causewhy it should not be held in contempt of the Confirmation Order.  If found tobe in default of the Plan or the Confirmation Order, the Court may:

(i)         assessthe costs of the movant in proceeding on the order to show cause against thedefaulting party, such costs to be an amount not less than $2,000 or suchhigher amount as may have actually been incurred;

(ii)        designatea party to appear, sign, and/or accept the documents required under the Plan orthe Confirmation Order on behalf of the defaulting party, in accordance withRule 70 of the Federal Rules of Civil Procedure; and

(iii)       make such other orders as may be equitable which do not materially alterthe terms of the Plan.

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**ARTICLE 10CRAMDOWN REQUEST**

     10.1.       If any impaired Class of Claims or Interests for either (i) any of theMCC-Debtors substantively consolidated under Section 6.2.A of the Plan, or (ii)either of the Potash-Debtors substantively consolidated under Section 6.2.B ofthe Plan, or (iii) the Phosphates-Debtor, does not vote to accept the Plan bythe requisite votes in number and amount required by Bankruptcy Code § 1126,the relevant Debtors reserve the right to amend the Plan as to it in accordancewith Article 14 hereof, and the Court may nevertheless confirm the Plan as toit pursuant to the "cramdown" provisions of Bankruptcy Code § 1129(b),which may be requested by the Debtors orally at the Confirmation Hearing.

 

**ARTICLE 11CONDITIONS PRECEDENT TO THE EFFECTIVE DATE**

     11.1.       Effectiveness.  The Plan shall not become effective unless anduntil the following conditions shall have been satisfied or waived pursuant toSection 11.3 of the Plan:

(a)        TheConfirmation Order shall have been entered by the Court in the Cases, and thereshall not be a stay or injunction in effect with respect thereto, with theConfirmation Order being in form and substance acceptable (i) to the Debtors,(ii) [to the Committee, (iii) to the Replacement DIP Lenders, (iv)] to Terraand Terra Parent as to all provisions which impact upon the Terra Transaction,and (v) to the Exit Lenders as to all provisions material to the StandaloneTransaction;

(b)        Allactions, documents, and agreements necessary to implement the Plan shall havebeen effected or executed;

(c)        If theTerra Transaction is proceeding, the conditions to effectiveness of theReplacement DIP Amended Facility [(including, without limitation, theeffectiveness of the guaranty of MCHI or MCHI Holdco (as the case may be)required thereby)] shall have been satisfied or waived in accordance with theterms thereof;

(d)        If theStandalone Transaction is proceeding, the conditions to effectiveness of theExit Facility shall have been satisfied or waived in accordance with the termsthereof;

(e)        All authorizations, consents, regulatory approvals, rulings, letters,opinions, or documents that are necessary to implement the Plan and that arerequired by law, regulation, or order shall have been granted, issued and beeffective.

     11.2.       Failure of Conditions.  Unless the MCC-Debtors, the ReplacementDIP Lenders, the Committee and Terra Parent (to the extent such condition(s)impact(s) upon the Terra Transaction or the MCC-Debtor's compliance withSection 8.5 of the Terra Stock Purchase Agreement) agree otherwise, in theevent that one or more of the conditions specified in Section 11.1 of the Planhas not occurred or been waived on or before one hundred twenty (120) daysafter entry of the Confirmation Order, (i) the Confirmation Order shall bevacated; (ii) no distributions under the Plan shall be made; (iii) the Debtorsand all holders of Claims and Interests shall be restored to the *status quoante* as of the day immediately preceding the date of entry of theConfirmation Order as though the Confirmation Order had never been entered; and(iv) the Debtors' obligations with respect to Claims and Interests shall remainunchanged and nothing contained herein shall constitute or be deemed a waiveror release of any Claims or Interests by or against the Debtors or any otherperson or to prejudice in any manner the rights of the Debtors or any person infurther proceedings involving the Debtors.

     11.3.       Waiver of Conditions.  The Debtors, with the consent of theCommittee and the Replacement DIP Lenders and to the extent not prohibited byapplicable law, may waive any one (1) or more of the conditions precedent toeffectiveness of the Plan set forth in Section 11.1 of the Plan, provided thatthe condition set forth in Section 11.1(d) may not be waived without theconsent of the Exit Lenders.

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**ARTICLE 12RETENTION OF JURISDICTION**

     12.1.       The Court shall retain and have jurisdiction over all matters arisingunder the Bankruptcy Code, or arising in or relating to this Case or the Plan,including, but not limited to, proceedings:

               (1)              To resolve any matters related to the assumption, assumption andassignment or rejection of any Executory Contract (which includes unexpiredleases) to which any of the Debtors is a party or with respect to which any ofthe Debtors may be liable, and to hear, determine and, if necessary, liquidate,any Claims arising therefrom, including those matters related to the amendmentof the Plan after the Effective Date, if any, and to add any ExecutoryContracts to the list of Executory Contracts to be rejected; 

               (2)              To enter such orders as may be necessary or appropriate to implement orconsummate the provisions of the Plan and all contracts, instruments, releases,transactions and other agreements or documents created in connection with thePlan, including but not limited to matters respecting the Terra Transaction;

               (3)              To hear and determine all Claims, controversies, suits and disputesagainst or by any of the Debtors or the Committee to the full extent permittedunder 28 U.S.C. § 1334;

               (4)              To hear, determine and enforce all Claims and causes of action which mayexist on behalf of any of the Debtors or the Committee or the Debtors' estates,including, but not limited to, any right of the Debtors or the Debtors' estatesto recover assets pursuant to the provisions of the Bankruptcy Code;

               (5)              To hear and determine all timely objections to Administrative ExpenseClaims or to Proofs of Claim or Interests filed, both before and after the dateof the Confirmation Order, including any objections to the classification ofany Claim or Interest, and to allow, disallow, determine, liquidate, classify,estimate or establish the priority of or secured or unsecured status of any Claim,in whole or in part;

               (6)              To hear and determine any and all motions, adversary proceedings,applications and contested or litigated matters that may be pending on theEffective Date or that, pursuant to the Plan, may be instituted by the Debtors,the Committee or another party after the Effective Date;

               (7)              To enter and implement such orders as may be appropriate in the eventthe Confirmation Order is for any reason stayed, revoked, modified, reversed orvacated;

               (8)              To issue such orders in aide of execution of the Plan, to the extentauthorized by § 1142 and any other section of the Bankruptcy Code;

               (9)              To consider any modifications of the Plan, to cure any defect oromission therein, or reconcile any inconsistency therein with any order of theCourt, including the Confirmation Order;

               (10)          To hear and determine all applications for awards of compensation forservices rendered and reimbursement of expenses incurred in connection with theCase prior to the Effective Date;

               (11)          To hear and determine disputes arising in connection with or relating tothe Plan or the interpretation, implementation or enforcement of the Plan orthe extent of any Entity's obligations incurred in connection with or releasedor discharged under the Plan;

               (12)          To issue injunctions, enter and implement other orders or take suchother actions as may be necessary or appropriate to restrain interference byany Entity with consummation or enforcement of the Plan;

               (13)          To enforce, before or after the Case is closed, by injunction orotherwise the provisions provided for within this Plan, the Confirmation Order,or any final decree or other order entered by this Bankruptcy Court; 

               (14)          To determine any other matters that may arise in connection with or arerelated to the Plan, the Disclosure Statement, the Confirmation Order or anycontract, instrument, release or other agreement or document created inconnection with or pursuant to the Plan or the Disclosure Statement;

               (15)          To hear and determine matters concerning state, local and federal taxesin accordance with Bankruptcy Code §§ 346, 505 and 1146;

               (16)          To hear and determine any other matter or for any purpose specified inthe Confirmation Order that is not inconsistent with the Bankruptcy Code; and

               (17)          To enter a final decree closing the Case.

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**ARTICLE 13GENERAL PROVISIONS**

     13.1.       Disallowance of Claims.  All Claims held by Persons against whomany 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 transferavoidable under §§ 544, 545, 547, 548, 549 or 553 of the Bankruptcy Code shallbe deemed disallowed pursuant to § 502(d) of the Bankruptcy Code, and holdersof such Claims may not vote to accept or reject the Plan, both consequences tobe in effect until such time as such causes of action against that Person havebeen settled or a Final Order entered and all sums due the Debtors by thatPerson are turned over to the Debtors.  Any and all Claims filed with theBankruptcy Court after the Bar Date shall be disallowed and holders of suchClaims may not vote to accept or reject the Plan. 

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

     13.3.       Plan Supplement.  The documents listed on Schedule 13.3 attachedhereto and incorporated herein by reference shall be contained in the PlanSupplement and filed in the Case at least seven (7) Business Days prior to thelast day upon which holders of Claims may vote to accept or reject the Plan. Upon its filing in the Case, copies of the Plan Supplement may be obtainedeither (i) electronically *via* the internet at http://www.bmccorp.net/misschem, the websiteof the Disbursing Agent, or (ii) by requesting copies thereof from Quick PrintPlus by facsimile at (601) 355-3565 or by telephone at (601) 352-7874, or maybe inspected in the office of the Clerk of the Bankruptcy Court during normalbusiness hours of the office.

     13.4.       Releases of all Liens.  Except as to the Replacement DIP AmendedFacility and the Exit Facility or as otherwise provided by the Plan, on theEffective Date, all Liens on any assets and property of any of the Debtorsshall be deemed to be released and discharged, and all Claims related theretoshall be canceled and discharged pursuant to the Plan.  

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

     13.6.       Term of Existing Injunctions or Stays.  Unless otherwise providedin the Plan or the Confirmation Order, all injunctions or stays provided for inthe Case pursuant to §§ 105, 362 or 525 of the Bankruptcy Code, or otherwise,and in existence on the date of the Confirmation Order, shall remain in fullforce and effect until the Effective Date.

     13.7.       Injunction.  *Except for the Replacement DIP Lenders and the ExitLenders under or in connection with the Replacement DIP Amended Facility andthe Exit Facility, as the case may be, and except as otherwise expresslyprovided in the Plan or the Confirmation Order, all Persons or Entities whohave held, hold or may hold Claims, Interests or Causes of Action against or inany of the Debtors are permanently enjoined, from and after the Effective Date,from (a) commencing or continuing in any manner any action or other proceedingof any kind on any such Claim, Interest or Cause of Action against any of theDebtors or New MissChem, (b) the enforcement, attachment, collection orrecovery by any manner or means of any judgment, award, decree or order againstany of the Debtors or New MissChem, (c) creating, perfecting, or enforcing anyLien or other encumbrance of any kind against any of the Debtors or NewMissChem or against the property or interests in property of any of the Debtorsor New MissChem, (d) asserting any right of setoff, subrogation or recoupmentof any kind against any obligation due from any of the Debtors or New MissChemor against the property or interests in property of any of the Debtors or NewMissChem, with respect to any such Claim or Interest, (e) commencing orcontinuing in any manner any action or other proceeding of any kind withrespect to any Claims or Causes of Action which are extinguished or releasedpursuant to the Plan, and (f) taking any actions to interfere with theimplementation or consummation of the Plan, other than any rights of appeal ofthe Confirmation Order as may exist; provided, however, that such injunctionshall not preclude the United States of America or its governmental units fromenforcing their police or regulatory powers; and, provided, further, thatexcept in connection with a properly filed Proof of Claim in which case suchClaim when Allowed shall receive the treatment specified under the Plan forClaims in the relevant Class, the foregoing proviso does not permit the UnitedStates of America or any of its governmental units to obtain any monetaryrecovery from any of the Debtors or New MissChem or their property or interestsin property with respect to any such Claim, Interest or Cause of Action,including, without limitation, any monetary claim or penalty in furtherance ofa police or regulatory power.  FURTHERMORE, EXCEPT AS OTHERWISE SET FORTH INTHE PLAN, THE CONFIRMATION ORDER SHALL PERMANENTLY ENJOIN THE COMMENCEMENT ORPROSECUTION BY ANY ENTITY, WHETHER DIRECTLY, DERIVATIVELY OR OTHERWISE, OF ANYCLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSESOF ACTION OR LIABILITIES RELEASED OR DISCHARGED PURSUANT TO THE PLAN, INCLUDINGBUT NOT LIMITED TO THE CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS,DEBTS, RIGHTS, CAUSES OF ACTION OR LIABILITIES RELEASED OR SUBJECT TOEXCULPATION PURSUANT TO THE TERMS OF SECTIONS 13.8.A. AND 13.8.B. OF THIS PLAN.*

     13.8.       Release of Causes of Action; Exculpation.

                     A.    *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 beconclusively deemed for all purposes to have forever waived any and all Causesof Action against the Debtors and all Covered Parties, and released all CoveredParties from all Causes of Action, including but not limited to all Causes ofAction arising in connection with or related to any act or omission inconnection with, relating to, or arising out of, the Cases, the pursuit ofconfirmation of the Plan, the consummation of the Plan, or the administrationof the Plan or the property to be distributed under the Plan or any of theTransactions contemplated by the Plan, to the fullest extent permissible underapplicable law, except as to obligations of the Debtors expressly provided inthis Plan or the Confirmation Order.  On the Effective Date, any and all Causesof Action by or derivatively through any Debtor against any of the CoveredParties shall automatically and immediately be fully and finally waived,released and discharged for all purposes.*

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

                     C.    Notwithstanding any provision in the Plan, no person that was, prior tothe Effective Date, liable in any respect for the Pension Plan (collectively,the "Non-Released Pension Plan Parties") shall be discharged orreleased from any liability with respect to the Pension Plan on account of thePlan or Confirmation Order.  Neither the Pension Benefit Guaranty Corporationnor the Pension Plan shall be enjoined or precluded from enforcing any suchliability on the Non-Released Pension Plan Parties as a result of the Plan'sprovisions or the confirmation thereof.

     13.9.       Survival of Corporate Indemnity Obligations.  Any and allobligations of any of the Debtors in effect on or after the Petition Date toindemnify and hold harmless any officer, director or other Affiliate or otherrepresentative of any of the Debtors under any provision of the Articles ofIncorporation, Bylaws, corporate resolutions or written contracts of any of theDebtors or applicable state law shall continue in full force and effect inaccordance with the terms thereof on and after the Effective Date.

     13.10.    Restrictionson Payments.  

                   A.    This Plan contemplates the payment of Allowed Claims only.  No DisputedClaims shall be paid, nor shall distributions be made to an Entity holding aDisputed Claim, until and only to the extent that such Claim, or any partthereof, becomes an Allowed Claim, if ever.  Any Claim not specificallyclassified within this Plan shall receive no distribution under the Plan onaccount of such Claim, and shall be deemed discharged and forever barred. Checks or drafts issued to Entities holding Allowed Claims and not presentedfor payment within ninety (90) days following the date of the check or draftshall be deemed canceled and non-negotiable thereafter.  Any Entity to whom acheck or draft has been issued pursuant to the Plan who has neither presentedsuch check or draft for payment within such 90-day time period nor notified theDebtors in writing within 90 days after the distribution thereof of the addressto which such check or draft can be sent to such Entity shall conclusively bedeemed to have abandoned the right of such Entity to receive a distributionunder the Plan, and such right shall thereupon be terminated and canceled.  Distributions under the Plan will be governed by the provisions of §§ 508, 509and 510 of the Bankruptcy Code, where applicable.  

                   B.    All distributions on account of Allowed Claims pursuant to the Planshall be allocated first to the principal amount of the Allowed Claim, with anyexcess allocated to unpaid accrued interest.

                   C.    Notwithstanding any other provision of the Plan, no payment of Cash inamounts less than Fifteen Dollars ($15.00) shall be made to any holder of aClaim, and Cash distributions in accordance with the Plan will be rounded downto the nearest whole dollar.

                   D.    No fractional shares of Terra Parent Common Stock, Terra ParentPreferred Stock, New MissChem Common Stock or New MissChem Warrants, or Cash inlieu thereof, shall be distributed.  For purposes of distribution under thePlan, fractional shares of Terra Parent Common Stock, Terra Parent PreferredStock, New MissChem Common Stock or New MissChem Warrants shall be rounded downto the next whole number or zero, as applicable.  None of the Disbursing Agent,indenture trustees or their respective designee shall have any obligation tomake a distribution that is less than one (1) share of Terra Parent CommonStock, Terra Parent Preferred Stock, New MissChem Common Stock or New MissChemWarrants.

                   E.     Distribution of any Terra Parent Common Stock or Terra Parent PreferredStock in connection with the Terra Transaction, or New MissChem Common Stock inconnection with the Standalone Transaction, to any holder of a Claim orInterest located in a jurisdiction outside of the United States is conditionedon receipt by the MCC-Debtors from such holder of such Claim or Interest ofevidence satisfactory to the MCC-Debtors that the distribution is legallypermitted to be made in such foreign jurisdiction.  The MCC-Debtors willreasonably cooperate with any such holder, at the holder's expense and withoutimposing any incremental liability on the MCC-Debtors, in making any filings ortaking any other actions in order to make the distribution in such foreignjurisdiction legally permissible.  In any event, any holder of a Claim orInterest located in a jurisdiction outside of the United States who has notreceived any such equity distribution within one year of the later of theEffective Date or the date on which such Claim or Interest becomes Allowed,shall have its Claim or Interest for such equity distribution discharged andshall be forever barred from asserting any such Claim or Interest against Terra,Terra Parent, Old MissChem, New MissChem, any successor to any of such entities,and any assets of any such respective entities or their successors.  In suchcases, any Terra Parent Common Stock or Terra Parent Preferred Stock under theTerra Transaction, or New MissChem Common Stock under the StandaloneTransaction, shall be distributed by the Disbursing Agent Prorata to theholders of Allowed Class 6A Claims and Allowed Class 7A Claims who becomeentitled to the equity distribution contemplated by clause (ii) of Section 5.7of this Plan.

     13.11.    Dates. Bankruptcy Rule 9006 is incorporated herein for purposes of calculating thedates set out herein.  Whenever any distribution to be made under the Plan isdue on a day other than a Business Day, such distribution will instead be made,without penalty or interest, on the next Business Day.  The Court shall retainpower, after the Confirmation Order, to extend distribution dates for cause,upon motion and after notice and a hearing to affected parties.  

     13.12.    DebtorActions.  Each of the Debtors and New MissChem is authorized to execute,deliver, file and/or record such contracts, instruments, releases, agreementsand other documents and take such actions as may be necessary or appropriate toeffectuate and further evidence the terms and conditions of the Plan.  Nothingcontained herein shall prevent the Debtors or New MissChem from taking suchactions as may be necessary to consummate the Plan, although such actions maynot specifically be provided for within the Plan, so long as such actions areneither contrary to nor inconsistent with the terms of the Plan or theConfirmation Order.  

     13.13.    CorporateAction.  On the Effective Date, all matters provided for under the Planthat would otherwise require approval of the directors, stockholders or otherequity owners of one or more of the Debtors and New MissChem, including withoutlimitation, (i) the authorization to issue or cause to be issued all of thedocuments included in the Plan Supplement, (ii) the effectiveness of theArticles of Incorporation, Bylaws, and amendments thereto of any of the Debtorsor New MissChem made in accordance with the Plan, (iii) all restructuringtransactions effectuated pursuant to the Plan, (iv) the election of directorsand officers of any of the Debtors and New MissChem, (v) the authorization andapproval of the new revolving credit facility, new term loan, etc., (vi)qualification of any of the Debtors and New MissChem as a foreign corporationwherever the conduct of business by them requires such qualification, shall bedeemed to have occurred and shall be in effect from and after the EffectiveDate pursuant to applicable general corporation law of the states in which theDebtors and New MissChem are incorporated, without any requirement of furtheraction by the directors, stockholders or other equity owners of the Debtors andNew MissChem.  On the Effective Date, or as soon thereafter as practicable, theDebtors and New MissChem shall, if required, file their amended or initialArticles of Incorporation or other corporate charter documents with thesecretary of state or other appropriate regulatory officer of the state inwhich each such entity is or will be incorporated, in accordance with theapplicable general corporation law of each such state.  On or as of theEffective Date, all prior actions lawfully taken by the respective Boards ofDirectors of the Debtors and then in effect shall be deemed ratified by entryof the Confirmation Order and still in effect, except to the extent contrary toor inconsistent with the terms of the Plan or the Confirmation Order.

     13.14.    AvoidanceActions.  From and after the Effective Date, the Committee under the TerraTransaction and New MissChem under the Standalone Transaction shall,respectively, have the authority, without approval of the Bankruptcy Court, toprosecute, and to compromise, settle, and otherwise resolve or withdraw anycomplaint respecting, any avoidance, equitable subordination or recoveryactions under §§ 105, 502(d), 510, 542 through 551, and 553 of the BankruptcyCode that belong to the Debtors or Debtors-in-Possession, provided that theCommittee gives reasonable notice to and consults with Terra and Terra Parentbefore commencing any such actions after the Effective Date under the TerraTransaction.

     13.15.    Discharge ofCommittee.  Except as otherwise provided herein or in the ConfirmationOrder, the appointment and duties and authority of the Committee and itscounsel and its other professionals shall continue in effect until the entry ofthe final order closing the Cases or such other date as the Court may fix.

     13.16.    Post-EffectiveDate Fees and Expenses.  From and after the Effective Date, the Debtors andNew MissChem shall, in the ordinary course of business and without thenecessity for any approval by the Bankruptcy Court, pay the reasonable fees andexpenses of professional persons thereafter incurred by them, including withoutlimitation, those fees and expenses incurred in connection with theimplementation and consummation of the Plan.  From and after the Effective Date,the expenses of the Committee, including the reasonable expenses of Committeemembers and the reasonable fees and expenses of professional persons thereafteremployed by the Committee, shall, without the necessity for any approval by theBankruptcy Court, be paid from (i) Post Closing Expenses (as such term isdefined in the Terra Stock Purchase Agreement); (ii) any reserve amounts forDisputed Claims in excess of the respective Allowed amounts as contemplated inSection 6.3(1)E of the Plan; (iii) any Committee recoveries as contemplated inSection 7.1 of the Plan; and (iv) any Committee recoveries as contemplated inSection 13.14 of the Plan; *provided, however,* that funds included inclauses (i) or (ii) above and included in clauses (iii) or (iv) above as havingarisen within or on account of the MCC-Debtors shall only be used for paymentof Committee expenses relating to the MCC-Debtors; and, *provided, further,*that funds included in clauses (iii) or (iv) above as having arisen within oron account of either the Phosphates-Debtor or the Potash-Debtors shall only beused for payment of Committee expenses relating to the Phosphates-Debtor or thePotash-Debtors, respectively.  Any amounts in (i) through (iv) above remainingafter the Committee has completed all of its obligations pursuant to the Planand all related Committee fees and expenses have been paid shall then bedistributed by the Distribution Agent to holders of Allowed Class 6A and 7AClaims who become entitled to the equity distribution contemplated by clause(ii) of Section 5.7 of the Plan, to the extent any such remaining amounts arosewithin or on account of the MCC-Debtors; and any such amounts so remainingshall be distributed by the Disbursing Agent to the holders of Allowed Class 5BClaims to the extent any such remaining amounts arose within or on account ofthe Phosphates-Debtor and to the holders of Allowed Class 2C Claims to theextent any such remaining amounts arose within or on account of the Potash-Debtors.

     13.17.    Inconsistencies. Except as otherwise expressly provided herein, to the extent the Plan isinconsistent with any other documents, the provisions of the Plan shall becontrolling.

     13.18.    Preservationof Insurance.         The discharge and release of the Debtors as providedin the Plan or Confirmation Order shall not diminish or impair theenforceability of any insurance policies that may cover Claims against anyDebtor or other Person.

     13.19.    Post-EffectiveDate Reporting.  In the case of the Standalone Transaction, at all timesduring the period commencing with the Effective Date and continuing thereafterfor 18 months, New MissChem shall cause the New MissChem Common Stock to beregistered under Section 12(g), and will timely file with the SEC all reportsrequired to be filed pursuant to Section 13, of the Securities and Exchange Actof 1934, as amended, and applicable to a U.S. company subject to such sections,within such time limits and periods provided therefor, notwithstanding that NewMissChem may not be required to remain subject to the reporting requirements ofSection 13 of such Act.

     13.20.    Sections 1145and 1146 Exemptions.  The exemptions from securities laws provided by §1145 of the Bankruptcy Code shall apply to all securities transactions pursuantto or contemplated in the Plan or the Confirmation Order, including but notlimited to the Terra Parent Common Stock, the Terra Parent Preferred Stock, theTerra Parent Common Stock issuable upon reduction of the Terra Parent PreferredStock, the New MissChem Common Stock the New MissChem Warrants, the PhosphatesNew Common Stock and the trust certificates described in Section 6.3(3)C ofthis Plan, each of which shall be issued under and shall have the benefit of §1145 of the Bankruptcy Code.  Pursuant to § 1146(c) of the Bankruptcy Code, theissuance, transfer or exchange of notes or debt or equity securities or trustcertificates under the Plan, the creation of any mortgage, deed of trust orother security interest under the Plan, the making or assignment of any leaseor sublease under the Plan, or the making or delivery of any instrument oftransfer under, in furtherance of, or in connection with the Plan, shall not besubject to any stamp, real estate, transfer, mortgage recording, use or othersimilar tax.

     13.21.    Governing Law. Except to the extent that the Bankruptcy Code or other federal law isapplicable, or to the extent that an exhibit hereto or in the Plan Supplementor a document or instrument executed pursuant to the Plan provides otherwise,the rights, duties and obligations arising under this Plan shall be governed by,and construed and enforced in accordance with, the Bankruptcy Code and, to theextent not inconsistent therewith, the laws of the State of Mississippi withoutgiving effect to principles of conflicts of laws.

     13.22.    Notices. All notices, requests and demands to or upon the Debtors or as otherwiseprovided herein to be effective shall be in writing, including by facsimiletransmission, and, unless otherwise expressly provided herein, shall be deemedto have been duly given or made when actually delivered to all of the followingor, in the case of notice by facsimile transmission, when received by all ofthe following and telephonically confirmed, addressed as follows or to suchother addresses as filed with the Bankruptcy Court after the date of theConfirmation Order:

Mississippi Chemical Corporation, *etal.*

ATTN:  Coley L. Bailey, CEO

Post Office Box 388

Yazoo City, MS 39194-0388 

Telephone:  (662) 751-2378

Facsimile:   (662) 751-2912

WITH COPIES TO:

| Phelps Dunbar LLP                                       *and*

ATTN:   James W. O'Mara

111 East Capitol Street, Suite 600

Post Office Box 23066

Jackson, MS 39225-3066

Telephone:  (601) 352-2300

Facsimile:   (601) 360-9777

Email: omaraj@phelps.com | Mississippi Chemical Corporation

ATTN:  John M. Flynt, General Counsel

Post Office Box 388

Yazoo City, MS 39194-0388

Telephone:  (662) 751-2378

Facsimile:   (662) 751-2936

Email: jflynt@misschem.com |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

AND ALSO WITH COPIES TO:

| Kirkland & Ellis LLP

ATTN:  Carter W. Emerson, P.C.

              James W. Kapp, III

200 East Randolph

Chicago, IL 60601

Telephone:  312-861-2000

Facsimile:  312-061-2200

Counsel to Terra and Terra Parent                                | Orrick, Herrington & Sutcliffe LLP

ATTN:  Thomas L. Kent

666 Fifth Avenue 

New York, NY 10103

Telephone: 212-506-5072

Facsimile:  212-506-5151

Counsel to the Committee |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

Simpson, Thacher & Bartlett LLP

ATTN:  Mark J. Thompson

              David J. Mack

425 Lexington Avenue

New York, NY 10017

Counsel to Replacement DIP Lenders and 

            Exit Lenders |                                                                                                                                                                                             |

  

   13.23.    SectionHeadings.  The section headings contained in this Plan are for referencepurposes only and shall not affect in any way the meaning or interpretation ofthe Plan.

----

 

**ARTICLE 14MODIFICATIONS**

     14.1.       After entry of the Confirmation Order, the Debtors may, with the consentof the Replacement DIP Lenders and the Committee, as well as the Terra Parentto the extent such modification impacts upon the Terra Transaction, and withCourt approval, and so long as it does not materially and adversely affect therights, as set forth in the Plan, of the holders of Claims or Interests andother parties in interest that do not consent, modify the Plan to remedy anydefect or omission or reconcile any inconsistency in the Plan or in theConfirmation Order, in such manner as may be necessary to carry out thepurposes and intent of the Plan.

**ARTICLE 15DISCHARGE**

     15.1.       Except as otherwise provided in the Plan or in the Confirmation Order,confirmation of the Plan shall act as a discharge and dismissal, effective asof the Effective Date, of all Claims against the Debtors that arose at any timebefore entry of the Confirmation Order.  Pursuant to the Bankruptcy Code, thedischarge of the Debtors will be effective as to each Claim, regardless ofwhether a Proof of Claim therefor was filed, whether the Claim is an AllowedClaim, or whether the holder thereof votes to accept the Plan.  All propertyand assets transferred by the Debtors to holders of Allowed Claims and to otherparties in interest pursuant to the Plan shall vest in such holders or suchparties in interest, as the case may be, free and clear of all Claims, Liensand encumbrances of Creditors and Equity Security Holders, except to the extentcontemplated by the Plan.

     15.2.       Except as otherwise provided in the Plan or in the Confirmation Order,confirmation of the Plan shall also constitute an injunction against any actionby or on behalf of the holder of any Claim so discharged seeking to collect aClaim in any manner other than as specified in the Plan.  The ConfirmationOrder 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 ofAction or liabilities which are discharged or released pursuant to the Plan.

----

 

**ARTICLE 16CLOSING THE CASE**

     16.1.       Upon performance of all actions required by the Plan, the Plan shall bedeemed to be fully consummated.

     16.2.       Upon such full consummation of the Plan, the Debtors may move theBankruptcy Court for a final decree closing the Case and granting such otherorder as may be just.

[remainder of thispage intentionally left blank]

----

DATED: October 22, 2004.

Respectfully submitted,

**MISSISSIPPI CHEMICAL CORPORATION,*et al.***

By: /s/ John M. Flynt                       

James W. O'Mara, MS Bar No. 3929

Douglas C. Noble, MS Bar No. 10526

Christopher R. Maddux, MS Bar No. 100501

**PHELPS  DUNBAR LLP**

111 East Capitol, Suite 600

Post Office Box 23066

Jackson, Mississippi 39225-3066

Telephone:  (601) 352-2300

Facsimile:   (601) 360-9777

 

**Attorneys for Debtors and Debtors-in-Possession**

**MISSISSIPPI CHEMICAL CORPORATION, *et al.***

----

**SCHEDULE 8.3**

 

**Assumed Executory Contracts**

(1)        The executory contract with Shaw Constructors, Inc., described in andassumed pursuant to the Order Approving Assumption of Executory Contract withShaw Constructors, Inc. entered by the Court on May 20, 2003

(2)        The executory contracts with the following parties, described in andassumed pursuant to the Order Granting Amended Motion Pursuant to § 365 forApproval of Assumption of Executory Contracts entered by the Court on July 3,2003:

**MissChem Nitrogen:**

Marley Cooling Tower

Knighthawk Engineering (formerlyBorsig)

Martin Marietta Basic Product,Magnesia Specialties Division

Premier Services Corporation

Formosa Plastics Corporation

Harcros Chemicals

Corsicana Technologies, Inc.

Bareco Products

Cinergy Marketing & Trading,L.P. (Cinergy)

American Citadel Guard, Inc.

Entergy Mississippi, Inc.

Southern Heat Exchanger Corp.

**Mississippi Phosphates:**

K.R. Bories Construction Company

ArrMaz Products

V.I.P. International

Chevron U.S.A. Product Company

Cheney Lime and Cement Company

Southern Lime Company

English Boiler and Tube, Inc.

**Triad Nitrogen, LLC:**

Harcros Chemicals, Inc.

Formosa Plastics Corporation

Lofton Staffing Services

Entergy Louisiana, Inc.

Borden Chemical, Inc.

**MississippiPotash:**

Akzo Chemicals, Inc.

DPC Industries, Inc.

Chevron Phillips Chemical Co.

LSI Lubrication Services, LP

Joy Manufacturing Company

DBT Industries, Inc.

Plant Services

Eimco Coal & Machinery

**Mississippi Chemical Corporation:**

Crescent Technology, Inc.

Peel Consulting, PLLC

**Melamine Chemicals, Inc.:**

Entergy Louisiana, Inc.

(3)      The executory contract with Blue Cross & Blue Shield of Mississippi,Inc., described in and assumed pursuant to the Agreed Order ApprovingAssumption of Executory Contract with Blue Cross & Blue Shield ofMississippi, Inc. entered by the Court on August 7, 2003

(4)       The executory contract with Defense Energy Service Center, described inand assumed pursuant to the Order Granting Motion Pursuant to § 365 forApproval of Assumption of Executory Contract with Defense Energy Service Centerentered by the Court on August 19, 2003

(5)       The lease agreement with Caterpillar Financial Services Corporation,described in and assumed pursuant to the Final Order on Motion ofCaterpillar Financial Services Corporation to Compel Acceptance or Rejection ofa Lease Agreement and to Lift the Automatic Stay, and Order on Motion ofDebtors to Extend Time for Acceptance or Rejection of a Lease Agreement withCaterpillar Financial Services Corporation entered by the Court on November7, 2003

(6)        The lease agreement with CitiCapital Vendor Finance, Inc., described inand assumed pursuant to the Agreed Order Accepting Lease Contractentered by the Court on November 7, 2003

(7)        The executory contracts and leases with the following parties, describedin and assumed and assigned  pursuant to the Order Authorizing Sale ofTransferred Assets Free and Clear of Liens, Claims and Interests and Assumptionand Assignment of Executory Contracts in Connection Therewith (Potash)entered by the Court on February 12, 2004 (these executory contracts and leasesare attached as Exhibit A thereto):

**Leases:**

Cantex Management Corporation, asagent for 2261 Brookhollow, L.P.

IMC Potash Carlsbad, Inc. (2 land-uselicenses)

Potassium and Mining leases withthe U.S. Government

Potassium and Mining leases withthe State of New Mexico 

Xcel Energy (substation leaseagreement)

2261 Brookhollow, L.P.

Utility Engineering Corporation(substation lease agreement)

**Contracts:**

R.L. Moore (Key Executive Retentionand Severance Agreement)

Randy Foote (Key ExecutiveRetention and Severance Agreement)

PCS Sales (USA), Inc. (exclusivesales representative agreement)

Xcel Energy 

The Balcony of McComb, Inc.

Duke Energy Field Services, L.P.

Agapito Associates

AgriEmpresa, Inc. (sales)

AgriEmpresa, Inc. (storage-Kansas City)

Agriliance, LLC (storage)

Akzo Chemicals*

American Plant Food

Bakersfield Quality Distribution

Bill Barr & Co., Inc.

BNSF (Burlington Northern Santa FeRailroad)

Chevron Phillips Chemical Co.*

David L. Menefee

DBT America, Inc.*

DPC Industries, Inc.*

Fenner Nationwide/Scandura

Highland Machinery

Joy Manufacturing Company*

Lafarge

Larry Roberson (safety training)

Lasalle National Leasing

Lavoid Holloway (sales consulting)

Lea County Electric Cooperative

LSI Lubrication Services*

Norris Vibration Consulting

The Scotts Company

Southern Union Gas Company[2]

Stewart & Stevenson Services

Verdegaal Brothers

Valor Telecom

(8)       The executory contract with Centerpoint Energy Gas Services, Inc.,described in and assumed pursuant to the Order Approving Assumption ofExecutory Contract with Centerpoint Energy Gas Services, Inc. entered bythe Court on March 29, 2004

 

________________________

             *     Indicates that the executory contract was previously assumedby the Order Granting Amended Motion Pursuant to § 365 for Approval ofAssumption of Executory Contracts entered by the Court on July 3, 2003.

----

**SCHEDULE 13.3**

 

**Plan Supplement Documents**

(1)              New MissChem Warrants

(2)              Offtake Pass-Through Agreement

(3)              Offtake Shipping Pass-Through Agreement

(4)              Replacement DIP Amended Facility agreements

(5)              Terra Parent Preferred Stock certificate or other documents

(6)              Amendments to MCC-Debtors' Articles of Incorporation, Bylaws and other                    governing documents described in Section 6.3(1)B of the Plan

(7)              List of Effective Date initial Boards of Directors of Debtors and NewMissChem

(8)              Such other documents respecting the Plan performance as may be deemed                    appropriate by the Debtors

----

**EXHIBIT A**

 

Exit Facility commitment letter, datedJune 23, 2004, was filed as Exhibit A to the Company's Current Report on Form8-K dated September 2, 2004.

 

----

**EXHIBIT B**

 

Managementand Employee Severance and Incentive Program summary, was filed as Exhibit B tothe Company's Current Report on Form 8-K dated September 2, 2004.

 

----

**EXHIBIT C**

 

Replacement DIP Amendment Letter, datedAugust 6, 2004, was filed as Exhibit C to the Company's Current Report on Form8-K dated September 2, 2004.

 

----

**EXHIBIT D**

 

Terra Stock Purchase Agreement, datedAugust 6, 2004, was filed as Exhibit D to the Company's Current Report on Form8-K dated September 2, 2004.