STOCK AND ASSET PURCHASE AGREEMENT

                                                                   by and between

                                            MISSISSIPPI CHEMICAL CORPORATION

                                                             as Debtor-in-Possession,

                                                                            and

                                                      KOCH NITROGEN COMPANY, 

                                                                         as Buyer

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**                                                             TABLE OF CONTENTS**

ARTICLE I DEFINITIONS    .....................................................................................................  2

ARTICLE II PURCHASE OF SHARES AND ASSETS AND ASSUMPTION 

    OFLIABILITIES ....................................................................................................................14

Section 2.1     TransferredShares..................................................................................................14

Section 2.2     Assetsand Liabilities...............................................................................................15

ARTICLE III ESCROW ACCOUNTS AND PURCHASE PRICE ........................................... 16

Section 3.1     EscrowAccounts................................................................................................... 16

Section 3.2     ThePurchase Price and Allocation.......................................................................... 17

Section 3.3     Paymentof the Closing Purchase Price.................................................................... 18

Section 3.4     AdjustmentAmount................................................................................................ 18

Section 3.5     RemainingShipping Prepayment Adjustment............................................................ 20

ARTICLE IV CLOSING.............................................................................................................. 21

Section 4.1     Closing Date............................................................................................................ 21

Section 4.2     ClosingDeliveries.................................................................................................... 21

ARTICLE V SELLER'S REPRESENTATIONS AND WARRANTIES....................................... 22

Section 5.1     Authorizationfor Agreement and Consent................................................................ 22

Section 5.2     Organizationof Seller and the Transferred MissChem Subsidiaries...... ..................... 23

Section 5.3     Consentsand Approvals.......................................................................................... 23

Section 5.4     NoViolations or Transfer Permits............................................................................ 24

Section 5.5     NoDefault.............................................................................................................. 24

Section 5.6     Titleto the Transferred Shares and the Off-Take Agreement.................................... 25

Section 5.7     TangibleProperty................................................................................................... 25

Section 5.8     NoAssets or Liabilities of the Transferred MissChem Subsidiaries.......................... 25

Section 5.9     Litigation................................................................................................................ 25

Section 5.10     NoFinder's Fee................................................................................................... 25

Section 5.11     FinancialStatements............................................................................................. 25

Section 5.12     LegalCompliance................................................................................................. 26

Section 5.13     EnvironmentalLaws; Permits................................................................................ 26

Section 5.14     Taxes.................................................................................................................. 26

Section 5.15     EmployeeMatters............................................................................................... 28

Section 5.16     IntellectualProperty............................................................................................ 28

Section 5.17     Contracts............................................................................................................ 28

Section 5.18     NoChanges; Conduct of Business....................................................................... 28

Section 5.19     Booksand Records of the Transferred Subsidiaries.............................................. 29

Section 5.20     Accuracyof Statements....................................................................................... 29

ARTICLE VI REPRESENTATION AND WARRANTIES OF BUYER.................................... 29

Section 6.1     Authorizationfor Agreement and Consents............................................................. 29

Section 6.2     Organization.......................................................................................................... 29

Section 6.3     NoViolation.......................................................................................................... 29

Section 6.4     Finder'sFees......................................................................................................... 29

Section 6.5     NoLitigation......................................................................................................... 29

Section 6.6     NoFinancing Contingency..................................................................................... 29

Section 6.7     InformedPurchaser............................................................................................... 30

ARTICLE VII COVENANTS.................................................................................................... 30

Section 7.1     Seller'sChapter 11 Bankruptcy Case..................................................................... 30

Section 7.2     Access.................................................................................................................. 30

Section 7.3     HSRAct............................................................................................................... 31

Section 7.4     Consents............................................................................................................... 31

Section 7.5     Conductof the Business Pending Closing............................................................... 31

Section 7.6     PublicAnnouncements.......................................................................................... 32

Section 7.7     Exclusivity............................................................................................................. 32

Section 7.8     IRSForm 8883.................................................................................................... 33

Section 7.9     Assignmentand Assumption.................................................................................. 33

Section 7.10     Terminationof Agreements.................................................................................. 33

Section 7.11     Advancesto Transferred Subsidiaries.................................................................. 33

Section 7.12     Recoveryof Insurance Proceeds......................................................................... 33

Section 7.13     SpareParts Arrangement.................................................................................... 34

Section 7.14     MutualRelease................................................................................................... 34

Section 7.15     EximbankDebt................................................................................................... 34

Section 7.16     ShareholdersAgreement..................................................................................... 34

ARTICLE VIII TAX MATTERS............................................................................................... 35

Section 8.1     Salesand Transfer Taxes...................................................................................... 35

Section 8.2     Cooperationon Tax Matters................................................................................. 35

Section 8.3     TaxReturns.......................................................................................................... 35

Section 8.4     Section 338Election............................................................................................. 36

ARTICLE IX CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.......................... 36

Section 9.1     Representationsand Warranties True.................................................................... 36

Section 9.2     Compliancewith Agreement................................................................................. 36

Section 9.3     BankruptcyCourt Approval................................................................................. 36

Section 9.4     HSRAct............................................................................................................. 37

Section 9.5     NoOrder............................................................................................................ 37

Section 9.6     Consentsand Approvals...................................................................................... 37

Section 9.7     NoMaterial Adverse Effect................................................................................. 37

Section 9.8     NoCasualty Loss................................................................................................ 37

Section 9.9     Assignmentand Assumption................................................................................. 37

Section 9.10     Resignations...................................................................................................... 38

Section 9.11     BankGuaranty Release..................................................................................... 38

ARTICLE X CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS......................... 38

Section 10.1     Representationsand Warranties True................................................................ 38

Section 10.2     Compliancewith Agreement............................................................................. 38

Section 10.3     HSRAct.......................................................................................................... 38

Section 10.4     NoOrder......................................................................................................... 38

Section 10.5     BankruptcyCourt Approval.............................................................................. 38

Section 10.6     Assignmentand Assumption.............................................................................. 39

Section 10.7     BankGuaranty Release..................................................................................... 39

Section 10.8     Deedof Charge Release.................................................................................... 39

ARTICLE XI POST CLOSING............................................................................................... 39

Section 11.1     FurtherAssurances............................................................................................ 39

Section 11.2     Booksand Records; Personnel.......................................................................... 39

Section 11.3     Seller'sName.................................................................................................... 40

ARTICLE XII INDEMNIFICATION....................................................................................... 40

Section 12.1     Indemnificationby Seller.................................................................................... 40

Section 12.2     Indemnificationby Buyer................................................................................... 40

Section 12.3     IndemnificationProcedures................................................................................ 41

Section 12.4     TaxIndemnification............................................................................................ 42

Section 12.5     Limitationson Indemnification Obligations; Exclusive Remedies........................... 43

Section 12.6     Releaseof Indemnification Holdback for Indemnification Claims.......................... 44

Section 12.7     Survival.............................................................................................................. 44

Section 12.8     Treatmentof Indemnification Payments............................................................... 44

ARTICLE XIII TERMINATION, BREAK-UP FEE AND REMEDIES................................... 44

Section 13.1     Termination....................................................................................................... 45

Section 13.2     Break-UpFee................................................................................................... 46

Section 13.3     Remedies........................................................................................................... 46

Section 13.4     Survival.............................................................................................................. 47

ARTICLE XIV MISCELLANEOUS......................................................................................... 47

Section 14.1     Expenses............................................................................................................ 47

Section 14.2     Informof Litigation.............................................................................................. 47

Section 14.3     Assignment......................................................................................................... 47

Section 14.4     GoverningLaw................................................................................................... 48

Section 14.5     Amendmentand Modification............................................................................. 48

Section 14.6     Notices.............................................................................................................. 48

Section 14.7     EntireAgreement............................................................................................... 49

Section 14.8     Successors........................................................................................................ 50

Section 14.9     Counterparts..................................................................................................... 50

Section 14.10     Severability..................................................................................................... 50

Section 14.11     Headings......................................................................................................... 50

Section 14.12     Schedules........................................................................................................ 50

Section 14.13     Jurisdiction...................................................................................................... 50

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                                             STOCK AND ASSET PURCHASE AGREEMENT

**          THISSTOCK AND ASSET PURCHASE AGREEMENT** (this "Agreement") ismade and entered into this 8th day of October, 2003, by and between **MISSISSIPPICHEMICAL CORPORATION**, Debtor-in-Possession, a Mississippi corporation(hereinafter referred to as "Seller"), and KOCHNITROGEN COMPANY, a Nebraska corporation (hereinafter referred to as"Buyer").

**WITNESSETH**:

**          WHEREAS**,Seller is currently in possession of its assets as a Debtor-in-Possessionpursuant to Title 11, U.S.  Code, Sections 101 et seq.  (the "BankruptcyCode"), in the Chapter 11 administratively consolidated cases ofMississippi Chemical Corporation and its filing subsidiaries, Joint Case No.03-02984 WEE (hereinafter referred to as the "Bankruptcy Cases"),presently pending in the United States Bankruptcy Court for the SouthernDistrict of Mississippi (hereinafter referred to as the "BankruptcyCourt"), and Seller, upon proper approval and authorization from theBankruptcy Court, may sell and assign assets outside of the ordinary course ofbusiness;

**          WHEREAS**,Seller currently owns, (i) through its subsidiaries, a 50% Equity Interest inPoint Lisas Nitrogen Limited (formerly known as Farmland MissChem Limited), acompany organized under the Companies Ordinance, Chapter 31, No. 1, andcontinued under the Companies Act Chapter 81:01 of the laws of The Republic ofTrinidad and Tobago (hereinafter referred to as "PLN") and(ii) a 50% Equity Interest in FMCL Limited Liability Company, a Delawarelimited liability company (hereinafter referred to as "LLC");

**          WHEREAS**,an Affiliate of Buyer owns the other 50% Equity Interest in PLN and anotherAffiliate of Buyer owns the other 50% Equity Interest in LLC;

**          WHEREAS**,PLN operates an anhydrous ammonia production facility located in the PointLisas Industrial Estate in The Republic of Trinidad and Tobago and LLCprimarily provides ocean transportation of the product produced at the PLNfacility (hereinafter referred to collectively as the "Business");and

**          WHEREAS**,Seller desires to sell, assign, transfer and convey to Buyer, directly orindirectly, all of Seller's Equity Interests in PLN, through the sale of all ofthe issued and outstanding Equity Interests in Mississippi Chemical Holdings,Inc., a wholly owned subsidiary of Seller and a company incorporated under theInternational Business Companies Act, Cap. 291, of the laws of the Territory ofthe British Virgin Islands (hereinafter referred to as "MCHI"),and LLC, all of the Assumed Liabilities (as defined herein), the ExecutoryContracts, the Off-Take Agreement, the Shareholders Agreement and the LLCAgreement (each as defined herein), and Buyer desires to acquire from Seller,directly or indirectly, all of Seller's Equity Interests in PLN, through thepurchase of all of the issued and outstanding Equity Interests in MCHI, andLLC, all of the Assumed Liabilities, the Executory Contracts, the Off-TakeAgreement, the Shareholders Agreement and the LLC Agreement, all upon the termsand conditions set forth herein and in accordance with Sections 105, 363 and365 of the Bankruptcy Code. 

**          NOW**,**THEREFORE**, in consideration of the foregoing premises and the respectiverepresentations, warranties, covenants and agreements contained herein, theparties hereto agree as follows:

ARTICLEI     DEFINITIONS

          Thefollowing terms used in this Agreement shall have the following meanings:

          "**Action**"has the meaning assigned to that term in Section 9.5 of this Agreement.

          "**ActualClosing Amounts**" has the meaning assigned to that term in Section3.4(a) of this Agreement.

          "**AdjustmentAmount**" has the meaning assigned to that term in Section 3.4(d) of this Agreement.

          "**AdjustmentAmount Escrow**" has the meaning assigned to that term in Section3.1(c) of this Agreement.

          "**Adjustment Amount Escrow Account**"has the meaning assigned to that term in Section 3.1(c) of this Agreement.

          "**Adjustment Amount Escrow Agreement**"has the meaning assigned to that term in Section 3.1(c) of this Agreement.

          "**Agreement**" has the meaningassigned to that term in the preamble of this Agreement.

          "**Affiliate**" or "**Affiliates**"with respect to any specified Person means a Person that, directly orindirectly, through one or more intermediaries, controls or is controlled by,or is under common control with, such specified Person.  For this definition,"control" (and its derivatives) means the possession, directly orindirectly, of 10% or more of the Equity Interests of a Person, or the power,directly or indirectly, to vote 10% or more of the voting Equity Interests of aPerson.

          "**Assumed Liabilities**" has themeaning assigned to that term in Section 2.2(a) of this Agreement.

          "**Auction**" has the meaningassigned to that term in **Schedule 7.1(a)(1)** of this Agreement.

          "**Auction and Bid Procedures**"means the process described in **Schedule 7.1(a)(1)** of this Agreement.

          "**Audited Statements**" has themeaning assigned to that term in Section 5.11 of this Agreement.

          "**Bank Guaranty Release"**means a full release of all obligations and liabilities of MCHI under orpursuant to that certain Guaranty Agreement, dated as of November 15, 2002,made by MCHI in favor of the banks under the Amended and Restated CreditAgreement among Seller, Harris Trust and Savings Bank, individually and asAdministrative Agent, and the banks from time to time party thereto.

          "**Bankruptcy Cases**" has themeaning assigned to that term in the first recital of this Agreement.

          "**Bankruptcy Code**" has themeaning assigned to that term in the first recital of this Agreement.

          "**Bankruptcy Court**" has themeaning assigned to that term in the first recital of this Agreement.

          "**Best Efforts**" means the effortsthat a prudent Person desirous of achieving results would use in similarcircumstances to achieve those results as expeditiously as possible; *provided*,*however*, that such term does not include the provision of considerationto third parties or the suffering of any economic detriment in excess of$500,000, in the aggregate, for the taking of all actions (including theprocurement of any consent, authorization or approval) required under thisAgreement.  For purposes of calculating such consideration to third parties oreconomic detriment, (i) the out-of-pocket costs of gathering or supplying anydata or other information or making any filings; (ii) fees and expenses ofcounsel and consultants; and (iii) fees and charges of Governmental Authoritiesand third parties, including taxes and assessments, shall be included in suchcalculation.

          "**Bid Protection Order**" has themeaning assigned to that term in Section 7.1(a) of this Agreement.

          "**Break-Up Fee**" means 3% of theEstimated Purchase Price or, subject to Buyer's rights pursuant toSection 13.1 hereof, such other amount as approved by the Bankruptcy Courtin the Bid Protection Order.

          "**Business**" has the meaningassigned to that term in the fourth recital of this Agreement.

          "**Business Day**" means any daythat is not a Saturday, Sunday or other day on which banking institutions inYazoo City, Mississippi, or The Republic of Trinidad and Tobago are authorizedor required by law to be closed.

          "**Business Intellectual Property**"has the meaning assigned to that term in Section 11.3 of this Agreement.

          "**Buyer**" has the meaning assignedto that term in the preamble to this Agreement.

          "**Buyer Release Parties**"means Buyer and its Affiliates and their respective shareholders, partners,officers, directors, members, representatives, managers, employees, agents,successors and assigns.

          "**Buyer Indemnified Party**" hasthe meaning assigned to that term in Section 12.1 of this Agreement.

          "**Casualty Loss**" means any loss,damage, or reduction in value of the assets of a Transferred Subsidiary whichoccurs on or before the Closing Date as a result of acts of God, fire,explosion, earthquake, windstorm, flood, drought, blowout, or other natural ormanmade occurrence, excluding changes in market conditions, in an amount of$2,500,000 or greater, without regard to any insurance proceeds relating tosuch Casualty Loss.

          "**Closing**" means the closing ofthe transactions contemplated by this Agreement.

          "**Closing Debt Amount**" means, (i)with respect to PLN, the amount of PLN's total unpaid principal amount of indebtednessfor borrowed money, other than indebtedness resulting from advances to PLN madeby its Affiliates prior to the date of this Agreement, and (ii) with respect toLLC, the amount of LLC's total unpaid principal amount of indebtedness forborrowed money, other than indebtedness resulting from advances to LLC made byits Affiliates prior to the date of this Agreement; in each case, as determinedas of 12:01 a.m., local time in The Republic of Trinidad and Tobago, as of theClosing Date and determined pursuant to the methodology set forth on **ExhibitC** hereto.

          "**Closing Date**" has the meaningassigned to that term in Section 4.1 of this Agreement.

          "**Closing Net Working Capital**"means the sum of Closing Net Working Capital PLN and Closing Net WorkingCapital LLC.

          "**Closing Net Working Capital LLC**"has the meaning assigned to that term in Section 3.4(a) of this Agreement.

          "**Closing Net Working Capital PLN**"has the meaning assigned to that term in Section 3.4(a) of this Agreement.

          "**Closing Payment**" has themeaning assigned to that term in Section 3.3 of this Agreement.

          "**Closing Purchase Price**" has themeaning assigned to that term in Section 3.3 of this Agreement. 

          "**Closing Statement**" has themeaning assigned to that term in Section 3.4(a) of this Agreement.  

          "**Closing Time**" has the meaningassigned to that term in Section 4.1 of this Agreement.

          "**Code**" means the InternalRevenue Code of 1986, as amended, and the rules and regulations promulgatedthereunder.

          "**Competing Bid**"has the meaning assigned to that term in Schedule 7.1(a)(1)of this Agreement.

          "**Competing Bid Deadline**"has the meaning assigned to that term in Schedule 7.1(a)(1)of this Agreement.

          "**Confidential Information**" hasthe meaning assigned to that term in Section 7.2 of this Agreement.

          "**ConfidentialityAgreement**" means that certain Confidentiality Agreement, datedOctober 29, 2001, between Seller and Koch Nitrogen Company.

          "**Contracts**" means contracts,arrangements, or understandings (whether written or oral, whether express orimplied).

          "**Cure Amounts**" means allpayments required to be made in order to effectuate, pursuant to the BankruptcyCode, the assumption by Seller and assignment to Buyer of the Executory Contracts.

          "**Damages**" means losses; costs;claims; strict liability claims, including those under Environmental Laws;actions; suits; Proceedings; demands; damages; natural resource damages;punitive damages; debts; liabilities; obligations; judgments; fines; penalties;amounts paid in settlement; interest; Taxes and expenses (including reasonableattorneys' and consultants' fees, court costs and other out-of-pocket expensesincurred in investigating, preparing or defending the foregoing).

          "**Destruction Notice**" has themeaning assigned to that term in Section 11.2 of this Agreement.

          "**Disclosure Schedule**" means theexhibit attached hereto as **Schedule 5** and made a part hereof containingthe various exceptions to the representations, warranties and covenants ofSeller contemplated by the provisions of this Agreement.

          "**Dispute Deadline Date**" has themeaning assigned to that term in Section 3.4(b) of this Agreement.

          "**Earnest Money**" has the meaningassigned to that term in Section 3.1(a) of this Agreement.

          "**Earnest Money Escrow Account**"has the meaning assigned to that term in Section 3.1(a) of this Agreement.

          "**Earnest Money Escrow Agent**" hasthe meaning assigned to that term in Section 3.1(a) of this Agreement.

          "**Earnest Money Escrow Agreement**"has the meaning assigned to that term in Section 3.1(a) of this Agreement.

          "**Effective Time**" has the meaningassigned to that term in Section 4.1 of this Agreement.

          "**Encumbrances**" means any lien,mortgage, deed of trust, deed to secure debt, pledge, restriction on transfer,proxy and voting or other agreement, claim, charge, security interest,easement, right of way, encroachment, servitude, right of first option, rightof first refusal, preemptive right or similar restriction, or otherencumbrance, option or defect on title of every type and description, whetherimposed by law, agreement, understanding or otherwise, including withoutlimitation, all liens, encumbrances, and interests in property as set forth inSection 363 of the Bankruptcy Code.

          "**Environmental Condition**" meansany condition existing on, at or originating from, the Real Property whichconstitutes (a) a Release on, at or from such property of any HazardousMaterials which could reasonably be expected to result in an EnvironmentalLiability or (b) a violation of any Environmental Laws or any EnvironmentalPermits.

          "**Environmental Laws**" means anyand all applicable Legal Requirements rules, codes, policies, directives,standards, licenses or permits of any Governmental Authority relating toHazardous Materials, the abatement of pollution, protection or restoration ofthe environment, or the ensuring of public health and safety fromenvironmental, occupational or workplace hazards, specifically including, butnot limited to, those relating to the exposure to, use, Release, threatenedRelease, emission, presence, storage, treatment, disposal, generation,transportation, distribution, manufacture, processing, handling, management orcontrol of Hazardous Materials, previously, presently, or hereafter in effect,including, but not limited to, the Environmental Management Act, 2000 andsubsidiary legislation made thereunder; all similar statutes or legislationadopted by The Republic of Trinidad and Tobago, including without limitationthe Oil Pollution of Territorial Waters Act, Chap. 37:03, Marine Areas(Preservation and Enforcement) Act, Chap. 37:02, Marine Areas (Preservation andEnforcement) Order Chap. 37:02 p. 6, and Marine Areas (Restricted Area) OrderChap. 37:02 p. 6; Am 37/1996; and all other statutes or legislation adopted bythe jurisdictions and countries in which the assets of the TransferredSubsidiaries or the Business are located or which have jurisdiction over theTransferred Subsidiaries or the Business, as each may be amended from time totime.

          "**Environmental Liabilities**"means those Damages, known or unknown, disclosed or undisclosed, accrued orunaccrued, existing at any time, of every kind and nature arising directly orindirectly out of or as a consequence of the use, storage, handling,generation, transportation, manufacture, production, release, discharge,disposal or presence of Hazardous Materials on, in, under or about the RealProperty or the air, soil, surface water or groundwater thereof by any Person,including, without limitation, any and all costs incurred due to anyinvestigation of the Real Property or any cleanup, remediation, removal orrestoration mandated by or pursuant to any Environmental Laws, and thosearising from or related to, or in any way connected with, the assets of theTransferred Subsidiaries.

          "**Environmental Permits**" meansthose environmental permits, certificates, consents or other settlementagreements, licenses, approvals, registrations and authorizations required forthe operation of the Business under all Environmental Laws.

          "**Equity Interests**" means (a)with respect to a corporation, as determined under the laws of the jurisdictionof organization of such entity, shares of capital stock; (b) with respect to apartnership, limited liability company, trust or similar Person, as determinedunder the laws of the jurisdiction of organization of such entity, units,interests, or other partnership/limited liability company interests; or (c) anyother direct or indirect equity ownership or participation.

          "**Estimated Closing Amounts**" hasthe meaning assigned to that term in Section 3.3 of this Agreement.

          "**EstimatedPurchase Price**" means $126,762,500, which consists of(i) $80,300,000 (the amount to be paid in cash by Buyer as set forth in Section3.3), plus (ii) $34,840,000 (one-half of the estimated amount of the Eximbank Debt ($120,078,000) less restricted cash ($50,398,000)), plus (iii) $11,622,500 (the estimated amount of the PurchasePrice Adjustments at Closing).

          "**Executory Contracts**" meansthose contracts set forth on **Schedule 7.12(a)** of this Agreement.

          "**Eximbank**" means Export-ImportBank of the United States.

          "**Eximbank Debt**" means the debtof PLN under (i) the Common Loan Agreement and Agreement as to Certain CommonRepresentations Warranties, Covenants, and Other Terms by and among PLN;Eximbank; ABN AMRO Bank, N.V., as agent and commercial lender; The Bank of NovaScotia, as a co-agent and commercial lender; NationsBank N.A., as a co-agentand commercial lender and The Chase Manhattan Bank, as collateral trustee,dated as of October 18, 1996, as amended; (ii) the Eximbank Credit Agreementbetween PLN and Eximbank dated as of June 27, 1996, as amended on October 18,1996, as amended; and (iii) the other effective Loan Documents (as defined inthe aforesaid Common Loan Agreement and Agreement as to Certain CommonRepresentations, Warranties, Covenants, and Other Terms), as amended.

          "**Extended Break-Up Fee Cure Period**"has the meaning assigned to that term in Section 13.2(b) of this Agreement.

          "**Farmland**" means FarmlandIndustries, Inc., a Kansas corporation.

          "**Farmland Agreement**"means the Stock and Asset Purchase Agreement by and between Farmland and KochNitrogen Company dated as of February 17, 2003.

          "**Fertilizer Assets**" means,collectively, (i) Seller's 100% Equity Interest in MCHI, which, in turn,indirectly owns a 50% interest in PLN, (ii) Seller's 50% Equity Interest inLLC, which together with PLN owns and operates the Business, and (iii) all ofSeller's rights in the Off-Take Agreement and the Executory Contracts.

          "**Final Closing Statement**" hasthe meaning assigned to that term in Section 3.4(c) of this Agreement.

          "**Final Order**" means the SaleOrder or the Bid Protection Order, as applicable, entered by the BankruptcyCourt (a) that is not reversed, stayed, enjoined, set aside, annulled, orsuspended within the deadline, if any, provided by applicable statute orregulation, and (b) as to which the deadlines, if any, for filing and suchrequest, motion, petition, application, appeal or notice, and for the entry byany regulatory authority of orders staying, reconsidering, or reviewing on itsown motion have expired.

          "**Financial Statements**" has themeaning assigned to that term in Section 5.11 of this Agreement.

          "**Fiscal Incentives Order**" meansthe Fiscal Incentives (Farmland MissChem Limited) Order, 1996, made under theFiscal Incentives Act, Chap. 85:01.

          "**GAAP**" has the meaning assignedto that term in Section 5.11 of this Agreement.

          "**Gas Sales Contract**" means theGas Sales Contract, dated as of October 18, 1996, by and between PLN and TheNatural Gas Company of Trinidad and Tobago Limited, as amended.

          "**Governmental Authority**" meansany (a) nation, state, county, city, town, village, district, territory, orother jurisdiction of any nature; (b) federal, state, local, municipal,foreign, or other government; (c) governmental authority of any nature(including any governmental agency, branch, department, official, or entity andany court or other tribunal); or (d) body exercising, or entitled to exercise,any administrative, executive, judicial, legislative, police, regulatory, ortaxing authority or power of any nature, in each case having jurisdiction overSeller, the Transferred Subsidiaries, the assets of the Transferred Subsidiariesor the Business.

          "**Hazardous Material**" means (a)any chemicals, materials or substances defined as "hazardous waste","hazardous substance", "hazardous constituent","extremely hazardous substance", "toxic chemical","hazardous material", "hazardous chemical", "toxicpollutant", "contaminant", "chemical", "chemicalsubstance", "hazardous air pollutant", "pollutant","pesticide", "toxic" or "asbestos", as such termsare defined in any of the Environmental Laws, and related substances, and allother substances which may be declared in any Environmental Law to constitute amaterial threat to human health or to the environment and (b) any petroleum orpetroleum products, natural or synthetic gas, radioactive materials,asbestos-containing materials, urea formaldehyde foam insulation, and radon.

**          "HSR Act"**means theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. 

          "**Indemnification Holdback**" hasthe meaning assigned to that term in Section 3.1(b) of this Agreement.

          "**Indemnification Holdback Escrow Account**"has the meaning assigned to that term in Section 3.1(b) of this Agreement.

          "**Indemnification Holdback Escrow Agreement**"has the meaning assigned to that term in Section 3.1(b) of this Agreement.

          "**Indemnified Party**" has themeaning assigned to that term in Section 12.3 of this Agreement.

          "**Indemnifying Party**" has themeaning assigned to that term in Section 12.3 of this Agreement.

          "**Independent Auditor**" has themeaning assigned to that term in Section 3.4(b).

          "**Initial 30 Day Break-Up Fee Period**"has the meaning assigned to that term in Section 13.2(b) of this Agreement.

          "**Intellectual Property**" shallmean all intellectual property used in or relating to the Business, including,but not limited to, all patents and inventors' certificates, and any reissues,extensions, divisions, continuations and continuations-in-part; statutory orcommon law copyrights; semiconductor mask works; statutory or common lawtrademarks and service marks, trade dress, tradenames, logos and slogans, andthe goodwill relating thereto; design rights; trade secrets; confidentialinformation; inventions (whether patentable or not); Software; all data andinformation; ideas; developments; drawings; specifications; bills of material; processes;formulae; supplier lists; customer lists; marketing information; sales andpromotional materials; business plans; and all registrations and applicationsfor any of the foregoing.

          "**Interest**" has the meaningassigned to that term in Section 3.4(e) of this Agreement.

**          "KMS"**has the meaning assignedto that term in Section 7.16 of this Agreement.

          "**Knowledge**" means, with respectto Buyer, the actual knowledge (with no duty of inquiry) of the following:Jeffrey Walker, Brock D. Nelson, Ray Moran, Jr. and Scott R. Flucke; and withrespect to Seller, the actual knowledge after due inquiry of the following:Charles O. Dunn, John M. Flynt, Timothy A. Dawson, Robert E. Jones, J. MichaelBertram and Larry W. Holley.

          "**Lead Bidder**" means a bidder whohas entered into a contract with Seller prior to the Auction for the purchaseof all or any portion of the Fertilizer Assets.

          "**Legal Requirement**" means anyorder, constitution, law, ordinance, regulation, statute, code or treaty issuedby any Governmental Authority, including an arbitration panel, any principle ofcommon law or judicial or administrative interpretation thereof.

          "**LLC**" has the meaning assignedto that term in the second recital of this Agreement.

          "**LLC Agreement**" means thatcertain Limited Liability Company Agreement of FMCL Limited Liability Company,dated as of April 1, 1998, between Koch Nitrogen Transportation, Ltd. (asassignee of Farmland) and Seller, as amended, and supplemented by the FMCLLimited Liability Company Policies and Procedures.

          "**Lost Production**" means, inrespect of any applicable period, the difference between (i) 1850 metric tonsof ammonia per day multiplied by the number of days in the applicable period,and (ii) the quantity of ammonia actually produced during such period.

          "**Lost Profits**" means the marketprice per metric ton of ammonia during the applicable period multiplied by theLost Production, less the Variable Costs that would have been incurred had thebreach not occurred.  For purposes of this definition, "market price permetric ton" shall be (a) the low number identified in the market price permetric ton range listed by the FMB Weekly Fertilizer Report in theirInternational Price Guide for ammonia FOB Caribbean set forth in the mostrecently published issue prior to the Closing Date less (b) $10 per metric ton.

          "**MCBSRL**" means MissChem(Barbados) SRL, a wholly-owned subsidiary of MCHI and a society organized underthe Societies with Restricted Liability Act, 1995-7 of Barbados.

          "**MCHI**" has the meaning assignedto that term in the fifth recital of this Agreement.

          "**MCTL**" means MissChem TrinidadLimited, a wholly-owned subsidiary of MCBSRL and a company organized under theCompanies Act, 1995 of the laws of The Republic of Trinidad and Tobago.

          "**Material Adverse Effect**" meansany change or effect that is material and adverse to (i) the TransferredSubsidiaries, taken as a whole; (ii) the assets, properties, results ofoperations, or condition (financial or otherwise), taken as a whole, of theBusiness; or (iii) the ability of Seller to perform its obligations hereunder; *provided*,*however*, that the term "Material Adverse Effect" shall notinclude any change or effect directly relating to (A) general economic ormarket conditions, including those which result in a fluctuation in the priceof or demand for ammonia or natural gas; *provided*, *however*, thatneither changes in the cost or availability of natural gas to PLN under the GasSales Contract (other than those contemplated by Sections 2.5 and 7.1 of theGas Sales Contract) nor Force Majeure events, as defined under the Gas SalesContract, shall be deemed general economic or market conditions, or (B) thisAgreement or the transactions contemplated hereby or the announcement thereof. In determining whether any individual event would result in a Material AdverseEffect, notwithstanding that such event does not in and of itself have sucheffect, a Material Adverse Effect shall be deemed to have occurred if thecumulative effect of such event and all other then existing events would resultin a Material Adverse Effect.

          "**Net Working Capital**" has themeaning set forth and determined pursuant to the methodology set forth on **ExhibitC** hereto.

          "**Off-Take Agreement**" means theAnhydrous Ammonia Purchase Agreement (EX-IM) dated as of October 18, 1996, byand among Koch Nitrogen International Sàrl (as assignee of Farmland), Seller,and PLN.

          "**Organizational Documents**" meansthe articles of incorporation, bylaws, operating agreement, partnershipagreement, board resolutions, and other similar documents, instruments orcertificates executed, adopted, or filed in connection with the creation,formation, or organization of a Person, including any amendments thereto.

          "**PLN**" has the meaning assignedto that term in the second recital of this Agreement.

          "**Per Diem Taxes**" has the meaningassigned to that term in Section 12.4(c) of this Agreement.

          "**Permits**" mean any permit,consent, approval, franchise, certificate of inspection or authority, variance,authorization or order, or any waiver of the foregoing, issued by aGovernmental Authority and used or held for use in relation to the Business orthe assets of a Transferred Subsidiary.

          "**Permitted Share Encumbrances**"means the Encumbrances listed on **Exhibit E** hereto.

          "**Person**" means and includesnatural persons, corporations, limited partnerships, general partnerships,limited liability companies, limited liability partnerships, joint stockcompanies, joint ventures, associations, companies, trusts, banks, trustcompanies, land trusts, business trusts or other organizations, whether or notlegal entities.

          "**Post-Closing Payment Date**" hasthe meaning assigned to that term in Section 3.4(d) of this Agreement.

          "**Post-Closing Tax Period**" meansany Tax Period beginning after the Closing Date and that portion of anyStraddle Period beginning after the Closing Date.

          "**Pre-Closing Off-Take Liabilities**"has the meaning assigned to that term in Section 2.2(a) of this Agreement.

          "**Pre-Closing Tax Period**" meansany Tax Period ending on or before the Closing Date and that portion of anyStraddle Period ending on the Closing Date.

          "**Preliminary Statement**" has themeaning assigned to that term in Section 3.3 of this Agreement.

          "**Proceeding**" means any action,arbitration, audit, claim, inspection, notice, review, hearing, investigation,litigation, or suit (whether civil, criminal, administrative, investigative, orinformal), at law or in equity, commenced, brought, conducted, or heard by orbefore, or otherwise involving, any Governmental Authority or arbitrator.

          "**Product Inventory**" means allfinished ammonia products related to the assets of PLN, wherever located, usedor held for use in relation to the Business.

          "**Project Agreement**" means theProject Agreement, entered into in December 1994 by PLN (then known as FarmlandTrinidad Limited), the government of The Republic of Trinidad and Tobago, andThe National Gas Company of Trinidad and Tobago Limited, as amended by a letteragreement dated December 19, 1995, a letter agreement dated June 15, 1996, anda letter agreement dated October 18, 1996.

          "**Purchase Price**" has the meaningassigned to that term in Section 3.2(a) of this Agreement.

          "**Purchase Price Adjustments**" hasthe meaning assigned to that term in Section 3.2(a) of this Agreement.

          "**Purchase Price Allocation**" hasthe meaning assigned to that term in Section 3.2(b) of this Agreement.

          "**Qualified Bidder**" has themeaning assigned to that term in **Schedule 7.1(a)(1)** of this Agreement.

          "**Real Property**" means all realproperty and interests in real property owned or leased by a TransferredSubsidiary, including all buildings, fixtures, structures and otherimprovements of any kind or nature situated thereon, together with anyeasements, appurtenances, licenses, servitudes, tenancies, options,rights-of-way (including, without limitation, rights to adjacent streets andalleys), licenses, and other real property rights and privileges and interestsrelating thereto.

          "**Reimbursement**" has the meaningassigned to that term in Section 12.5(e) of this Agreement

          "**Release**" or "**Released**"means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,injecting, escaping, leaching, dumping, migrating or disposing (including, butnot limited to, the abandoning or discarding of barrels, containers and otherclosed receptacles containing any Hazardous Material) of a substance into theenvironment, including but not limited to the movement or continued movement ofany materials through or in the air, soil, surface water, ground water orproperty.

          "**Remaining Shipping Prepayment**"means an amount equal to the difference of (i) the Shipping Prepayment Amountminus (ii) the product of (A) the Shipping Prepayment Amount multiplied by (B)the quotient of (y) the Usage Number divided by (z) the sum of (I) the totalnumber of days in the calendar month during which the Closing occurs for whichthe vessel Carli Bay is scheduled to be utilized by Seller, including forredelivery to Point Lisas and (II) the number of days for which LLC haschartered any other vessel on the Closing Date and such vessel is scheduled tobe utilized by Seller, including for redelivery to Point Lisas.  For clarity,example calculations of the Remaining Shipping Prepayment are set forth in **ExhibitF**.

          "**Required Consents**" has themeaning assigned to that term in Section 7.4 of this Agreement.

          "**Sale Hearing**"has the meaning assigned to that term in Schedule 7.1(a)(1)of this Agreement.

          "**Sale Motion**" has the meaningassigned to that term in Section 7.1(a) of this Agreement.

          "**Sale Order**" means an order ororders of the Bankruptcy Court, approving the transaction contemplated hereby.

          "**Section 338 Election**" hasthe meaning assigned to that term in Section 8.4 of this Agreement.

          "**Seller**" has the meaningassigned to that term in the preamble to this Agreement.

          "**Seller Indemnified Party**" hasthe meaning assigned to that term in Section 12.2 of this Agreement.

          "**Seller Release Parties**"means Seller and its Affiliates and their respective shareholders, partners,officers, directors, members, representatives, managers, employees, agents,successors and assigns.

          "**Shareholders Agreement**" meansthe Amended and Restated Shareholders Agreement, dated as of November 10, 1998,by and among PLN, Koch Mineral Services, LLC (as assignee of Farmland),Caribbean Ammonia Limited (formerly known as Farmland (B.V.I.) Limited), DoubleCircle (Barbados) SRL, KNC Trinidad Limited (formerly known as FarmlandTrinidad Limited), Seller, MCHI, MCBSRL, and MCTL.

          "**Shipping Prepayment Amount**"means an amount of U.S. dollars advanced by Seller to LLC at the beginning ofthe calendar month in which the Closing occurs for all expenses to be incurredduring such calendar month by LLC.

          "**Software**" means individuallyeach, and collectively all, of the computer programs, including interfaces andany embedded software programs or applications, including as to each program,the processes and routines used in the processing of data, the object code,source code (as to third party source code, when rights to the source code maybe obtained), tapes, disks, and all improvements, modifications, enhancements,versions and releases relating thereto.

          "**Spare Parts Agreement**" means atri-party agreement by and among PLN, Caribbean Nitrogen Company Limited andPCS Nitrogen Trinidad Limited related to the sharing of capital spare equipmentvia a pooling arrangement.

          "**Straddle Period**" means any TaxPeriod that includes (but does not end on) the Closing Date.

          "**Tangible Property**" has themeaning assigned to that term in Section 5.7 of this Agreement.

          "**Tax**" and "**Taxes**"means, with respect to any Person, any federal, state, local, or foreignincome, gross receipts, license, payroll, employment, excise, severance, stamp,occupation, premium, windfall profits, environmental (including taxes underCode Sec.  59A), customs duties, capital stock, franchise, profits,withholding, social security (or similar), unemployment, disability, realproperty, personal property, sales, use, transfer, registration, value-added,ad valorem, alternative or add-on minimum, estimated, or other tax of any kindwhatsoever, including any interest, penalty, or addition thereto, whetherdisputed or not for which such Person may be liable (including any such Taxrelated to any other Person for which such Person is liable, by contract, astransferee or successor, by law or otherwise).

          "**Tax Period**" means any periodprescribed by any Governmental Authority for which a Tax Return is required tobe filed or a Tax is required to be paid.

          "**Tax Returns**" means all returns,declarations, reports, claims for refund and information returns and statementsof any Person required to be filed with respect to, or in respect of, anyTaxes, including any schedule or attachment thereto and any amendment thereof.

          "**Third Party Claim**" has themeaning assigned to that term in Section 12.3 of this Agreement.

          "**Threatened**" means as follows: a claim, Proceeding, dispute, action, or other matter will be deemed to havebeen "Threatened" if any demand or statement has been made (inwriting) or any notice has been given (in writing).

          "**Transfer Taxes**" has the meaningassigned to that term in Section 8.1 of this Agreement.

          "**Transferred MissChemSubsidiary**" or "**TransferredMissChem Subsidiaries**" means MCHI, MCBSRL and MCTL, but not PLN orLLC.

          "**Transferred Shares**" has themeaning assigned to that term in Section 2.1 of this Agreement.

          "**Transferred Subsidiary**" or"Transferred Subsidiaries" meansMCHI, MCBSRL, MCTL, PLN and LLC.

          "**Unaudited Statements**" has themeaning assigned to that term in Section 5.11 of this Agreement.

          "**Usage Number**" means the sum of(i) the number of days in the calendar month during which the Closing occursand the month following the Closing that the vessel Carli Bay, chartered by LLCto deliver products to Seller, is in use for such purpose or for the purpose ofredelivering such vessel to Point Lisas after the Closing Date without loadingany additional products, and (ii) the number of days in the calendar monthduring which the Closing occurs and the month following the Closing that anyother vessel, chartered by LLC to deliver products to Seller, is in use forsuch purpose or for the purpose of redelivering such vessel to Point Lisasafter the Closing Date without loading any additional products.  For clarity,example calculations of the Usage Number are set forth in **Exhibit F**.

          "**Variable Cost**" means the costof natural gas for the Lost Production calculated pursuant to the Gas SalesContract for the applicable period, plus $8 per metric ton.

Unless the context of this Agreement otherwise requires,(a) words of any gender are deemed to include the other gender; (b) words usingthe singular or plural number also include the plural or singular number,respectively; (c) the terms "hereof," "herein,""hereby," "hereto," and derivative or similar words referto this entire Agreement; (d) the terms "Article" or"Section" refer to the specified Article or Section of thisAgreement; (e) the term "including" and other forms of such term,with respect to any matter or thing, means "including but not limitedto" such matter or thing; and (f) all references to "dollars" or"$" refer to currency of the United States.

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ARTICLE II    PURCHASE OF SHARES AND ASSETS AND ASSUMPTION OF LIABILITIES.

Section2.1       TransferredShares.  Subject to the terms and conditions hereof, and subjectto the representations and warranties made herein, on the Closing Date, Sellerwill sell, assign, transfer and convey to Buyer all of the issued andoutstanding Equity Interests of MCHI and fifty percent (50%) of the issued andoutstanding Equity Interests of LLC (collectively, the "TransferredShares"), free and clear of all Encumbrances, other than PermittedShare Encumbrances.

**          "AS IS" TRANSACTION.  BUYER HEREBYACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,WITH RESPECT TO THE TRANSFERRED SHARES, THE ASSETS OF ANY TRANSFERREDSUBSIDIARY OR ANY OTHER MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION,INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THETRANSFERRED SHARES, THE BUSINESS OR THE ASSETS OF THE TRANSFERRED SUBSIDIARIES,THE PHYSICAL CONDITION OF ANY PART OF THE ASSETS OF THE TRANSFERREDSUBSIDIARIES, THE ENVIRONMENTAL CONDITIONS OR OTHER MATTER RELATING TO THEPHYSICAL CONDITION OF ANY REAL OR PERSONAL PROPERTY OR OTHER ASSETS OWNED BYANY TRANSFERRED SUBSIDIARY, THE ZONING OF ANY SUCH REAL OR PERSONAL PROPERTY,THE VALUE OF THE TRANSFERRED SHARES OR THE ASSETS OF THE TRANSFERREDSUBSIDIARIES, THE TRANSFERABILITY OF THE TRANSFERRED SHARES OR THE ASSETS OFTHE TRANSFERRED SUBSIDIARIES, THE TERMS, AMOUNT, VALIDITY OR ENFORCEABILITY OFANY LIABILITIES OF THE TRANSFERRED SUBSIDIARIES, THE TITLE OF THE TRANSFERREDSHARES OR THE ASSETS OF THE TRANSFERRED SUBSIDIARIES, THE MERCHANTABILITY ORFITNESS OF THE PERSONAL PROPERTY OR ANY OTHER ASSETS OWNED BY ANY TRANSFERREDSUBSIDIARY, FOR ANY PARTICULAR PURPOSE, OR ANY OTHER MATTER OR THING RELATINGTO THE TRANSFERRED SHARES OR THE ASSETS OF ANY TRANSFERRED SUBSIDIARY, OR ANYPORTION THEREOF.  WITHOUT IN ANY WAY LIMITING THE FOREGOING, EXCEPT ASOTHERWISE SET FORTH HEREIN, SELLER HEREBY DISCLAIMS ANY WARRANTY, EXPRESS ORIMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANYPORTION OF THE ASSETS OWNED BY THE TRANSFERRED SUBSIDIARIES.  BUYER FURTHERACKNOWLEDGES THAT AN AFFILIATE OF BUYER OWNS A 50% EQUITY INTEREST IN PLN,ANOTHER AFFILIATE OF BUYER OWNS A 50% EQUITY INTEREST IN LLC, AND THAT, AS OFTHE CLOSING, BUYER SHALL HAVE CONDUCTED AN INDEPENDENT INSPECTION ANDINVESTIGATION OF THE PHYSICAL CONDITION OF THE ASSETS OWNED BY THE TRANSFERREDSUBSIDIARIES AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING SUCH ASSETS ASBUYER DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING WITH ITSACQUISITION OF THE TRANSFERRED SHARES, EXCEPT FOR ANY REPRESENTATIONS ANDWARRANTIES EXPRESSLY SET FORTH HEREIN, BUYER IS DOING SO BASED SOLELY UPON SUCHINDEPENDENT INSPECTIONS AND INVESTIGATIONS.  ACCORDINGLY, EXCEPT AS OTHERWISEEXPRESSLY PROVIDED HEREIN, BUYER WILL ACCEPT THE TRANSFERRED SHARES AND THEOWNERSHIP OF THE ASSETS OF THE TRANSFERRED SUBSIDIARIES AT THE CLOSING "ASIS," "WHERE IS," AND "WITH ALL FAULTS."**

Section2.2       Assets andLiabilities.

                    (a)  Subject to theterms and conditions of this Agreement, Buyer shall, as of the Closing Date,accept assignment from Seller of the Executory Contracts, Off-Take Agreement,Shareholders Agreement and LLC Agreement and thereafter accept assignment fromSeller, assume, pay, perform or discharge in accordance with their terms solelythe following obligations and liabilities of Seller (collectively, the "AssumedLiabilities"): (i) the obligations of Seller under the ExecutoryContracts, Off-Take Agreement, Shareholders Agreement and LLC Agreement that,by the terms of such Executory Contracts, Off-Take Agreement, ShareholdersAgreement and LLC Agreement arise after Closing, relate to periods followingthe Closing and are to be observed, paid, discharged, or performed, as the casemay be, in each case at any time after the Closing Date, and (ii) theobligations of Seller under the Off-Take Agreement which arose prior to Closingand that have not been paid prior to Closing (the "Pre-Closing Off-TakeLiabilities"), in each case, which obligations shall not include suchamounts for which Seller is responsible as provided in this Agreement.

                   (b)  Notwithstanding anything to the contrary contained herein, Buyer shallnot assume, or in any way be liable or responsible for, any other obligationsand liabilities of Seller (whether accrued or contingent or due or not due)which are not specifically assumed herein, and such obligations and liabilitiesshall be and remain the obligations and liabilities of Seller to pay and/ordischarge.

ARTICLE III     ESCROW ACCOUNTS AND PURCHASE PRICE.

Section 3.1       EscrowAccounts.

                    (a)  Upon executionof this Agreement, Buyer shall establish with JPMorgan Chase Bank (the "EarnestMoney Escrow Agent"), an interest-bearing joint order escrow account(the "Earnest Money Escrow Account"), in an amount equal to$4,000,000 (the "Earnest Money"), which Earnest Money shall beheld pursuant to an escrow agreement in the form attached hereto as **ExhibitB-1** (the "Earnest Money Escrow Agreement").  Interestaccruing on the Earnest Money shall become part of the Earnest Money for allpurposes under this Agreement.  If Closing does occur, then Buyer and Sellershall cause the Earnest Money Escrow Agent to release the Earnest Money toSeller by wire transfer of immediately available funds to such account asSeller shall designate in writing.  If Closing does not occur, the EarnestMoney shall be released as set forth in Article XIII of this Agreement.

                    (b)   At the Closing on theClosing Date, Buyer shall establish with the Earnest Money Escrow Agent, aninterest-bearing joint order escrow account (the "IndemnificationHoldback Escrow Account"), which account shall be separate from theEarnest Money Escrow Account and the Adjustment Amount Escrow Account, in anamount equal to $750,000 (the "Indemnification Holdback"). The Indemnification Holdback shall be held pursuant to an escrow agreement inthe form attached hereto as **Exhibit B-2** (the "IndemnificationHoldback Escrow Agreement").  Interest on the Indemnification Holdbackshall become part of the Indemnification Holdback for all purposes under thisAgreement.  The Indemnification Holdback shall be released as set forth inArticle XII and Article XIII of this Agreement.

                    (c)  At the Closingon the Closing Date, Buyer shall establish with the Earnest Money Escrow Agent,an interest-bearing joint order escrow account (the "Adjustment AmountEscrow Account"), which account shall be separate from the EarnestMoney Escrow Account and the Indemnification Holdback Escrow Account, in anamount equal to $500,000 (the "Adjustment Amount Escrow"). The Adjustment Amount Escrow shall be held pursuant to an escrow agreement inthe form attached hereto as **Exhibit B-3** (the "Adjustment AmountEscrow Agreement").  Interest on the Adjustment Amount Escrow shallbecome part of the Adjustment Amount Escrow for all purposes under thisAgreement.  The Adjustment Amount Escrow shall be released as set forth in Section3.4 of this Agreement

Section 3.2       ThePurchase Price and Allocation.

                    (a)    The aggregatecash purchase price for the Transferred Shares and the assignment of theAssumed Liabilities (the "Purchase Price") shall be $80,300,000. The Purchase Price will be increased or decreased, as the case may be, asfollows (such adjustments collectively referred to as the "PurchasePrice Adjustments", an example of which is set forth on **Exhibit C**,Example 3.2(a)):

                                                 (i)     with respect toPLN,

(1)    if Closing Net Working Capital PLN is (A) more than $58,787,000, thePurchase Price will be increased by fifty percent (50%) of such excess; or (B)less than $58,787,000 the Purchase Price will be decreased by fifty percent(50%) of such shortfall; and

(2)    if the Closing Debt Amount is (i) less than $120,078,000, the PurchasePrice will be increased by fifty percent (50%) of such shortfall; or (B) morethan $120,078,000, the Purchase Price will be decreased by fifty percent (50%)of such excess;

                                                (ii)     with respect to LLC, if Closing Net Working Capital LLC is (A) more than$104,000, the Purchase Price will be increased by fifty percent (50%) of suchexcess; or (B) less than $104,000, the Purchase Price will be decreased byfifty percent (50%) of such shortfall; and

                                                (iii)     if the Remaining Shipping Prepayment is a positive amount, the PurchasePrice will be increased by the amount of the Remaining Shipping Prepayment;and, if the Remaining Shipping Prepayment is a negative amount, the PurchasePrice will be decreased by the amount of the Remaining Shipping Prepayment.

                    (b)   **Exhibit G** setsforth an allocation of the Purchase Price (including the amount of any assumedliabilities to the extent required under the Code) among the Equity Interestsin LLC and MCHI and the Off-Take Agreement, and (to be used in the event Buyermakes a Section 338 Election with respect to its purchase of the MCHIshares) the assets of MCHI, MCBSRL and MCTL (including the equity interest inPLN) (the "Purchase Price Allocation").  The parties shallfile all Tax Returns consistently with the Purchase Price Allocation, andneither party shall take any contrary position regarding such allocation in anyTax filing or contest.  Any subsequent adjustments to the Purchase Price shallbe reflected in a revised Purchase Price Allocation in a manner consistent withSection 1060 and any other applicable provisions of the Code, and Buyershall deliver any revisions to the Purchase Price Allocation to Seller promptlyafter such revisions are made.

Section3.3       Payment ofthe Closing Purchase Price.  Not later than forty-eight (48) hours prior to theClosing, Seller shall deliver to Buyer a statement (the "PreliminaryStatement") setting forth in reasonable detail Seller's reasonableestimate of (i) the Closing Net Working Capital PLN, the Closing Net WorkingCapital LLC, and Closing Debt Amount with respect to PLN, each prepared inaccordance with the methodologies set forth on **Exhibit C** (together, the"Estimated Closing Amounts"), and (ii) an estimate of thePurchase Price based thereon (the "Closing Purchase Price"). At the Closing on the Closing Date, Buyer shall make a cash payment to Sellerin an amount equal to the Closing Purchase Price minus, without duplication,(1) an amount equal to the Indemnification Holdback (which amount will beplaced in the Indemnification Holdback Escrow Account by Buyer pursuant to Section3.1(b)), (2) an amount equal to the Adjustment Amount Escrow (which amount will be placed in the Adjustment Amount Escrow Account by Buyer pursuant to Section 3.1(c)), (3) an amount equal to the Earnest Money (which amount Buyer shall cause to be transferred at Closing to Seller from the Earnest Money Escrow Agent pursuant to the terms of this Agreement and the Earnest MoneyEscrow Agreement), (4) an amount equal to the Cure Amounts (which amounts willbe paid directly by Buyer pursuant to the terms of this Agreement), and (5) theaggregate amount of all Pre-Closing Off-Take Liabilities as of the ClosingDate, such cash payment (the "Closing Payment") to be made bywire transfer of immediately available funds to such account as Seller shalldesignate.  For the sake of clarity, an example is set forth on **Exhibit C**,Example 3.3.

Section3.4       AdjustmentAmount.  A post-closing adjustment to the Closing Purchase Priceshall be made as follows:

                         (a)    Post-ClosingAdjustments.  Buyer shall conduct a physical inventory within five (5)Business Days following the Closing Date of the Product Inventory as of theEffective Time to provide the information necessary for the determination ofthe Closing Net Working Capital as of the Closing Date.  Buyer shall allowrepresentatives of Seller to observe, but not participate in, such inventory. As promptly as practicable after the Closing Date, and in any event not laterthan forty-five (45) days after the Closing Date, Buyer shall prepare anddeliver to Seller (i) a statement (the "Closing Statement"),which shall set forth in reasonable detail (A) the Net Working Capital PLN asof the Closing Date (the "Closing Net Working Capital PLN"),the Net Working Capital LLC as of the Closing Date (the "Closing NetWorking Capital LLC"), and Closing Debt Amount (together with theClosing Net Working Capital, the "Actual Closing Amounts"),each prepared in accordance with the methodologies set forth on **Exhibit C**,and (B) its calculations of the Adjustment Amount as described in Section 3.4(d) and (ii) a copy of the schedule of Actual Closing Amounts.  Seller, at no cost to Buyer, shall give to Buyer and its authorized representatives reasonable access to such employees, offices, and other facilities andsuch books and records of Seller and the Transferred MissChem Subsidiaries asare reasonably necessary to allow Buyer and its authorized representatives toprepare the Adjustment Amount in compliance with this Section 3.4.  Buyer, at no cost to Seller, shall provide all information reasonably requested by Seller and shall give representatives of Seller reasonable access to the premises, employees and other facilities of theTransferred Subsidiaries, related to the Business and to books and records ofthe Transferred Subsidiaries or related to the Business as are reasonablynecessary for purposes of reviewing, verifying and auditing the AdjustmentAmount.

                         (b)   Dispute Resolution. The Closing Statement shall become final and binding on Seller and Buyer as tothe Adjustment Amount thirty (30) days following the date the Closing Statementis received by Seller (the "Dispute Deadline Date"), unlessprior to the Dispute Deadline Date Seller delivers to Buyer notice that theAdjustment Amount or Closing Statement shall not have been determined inaccordance with the requirements of this Section 3.4.  Seller's notice shall set forth all of Seller's disputed items together with the Seller's proposed changes thereto, including an explanation in reasonable detail of the basis on which Seller proposes suchchanges.  If Seller has delivered a timely notice of disagreement in accordancewith this Section 3.4, then Buyer and Seller shall use their good faith efforts to reach written agreement on the disputed items to determine the Adjustment Amount.  If all of Seller's disputed items have not been resolved by Buyer andSeller within thirty (30) days following Buyer's receipt of Seller's disputenotice, then Seller's disputed items shall be submitted for final and bindingdetermination to PricewaterhouseCoopers, LLC (the "Independent Auditor")who shall act as an expert and not an arbitrator, within five (5) Business Daysafter the end of the foregoing thirty (30) day period.  The determination ofthe Adjustment Amount by the Independent Auditor shall be final and bindingupon Buyer and Seller as to the Adjustment Amount.  If the Independent Auditordetermines that Buyer is entitled to 50% or less of the portion of theAdjustment Amount in dispute, Buyer shall pay all of the Independent Auditor'sfees and expenses in connection with this Section 3.4.  If the Independent Auditor determines that Buyer is entitled to more than 50% of the portion of the Adjustment Amount in dispute, Seller shall pay all of the Independent Auditor's fees and expenses in connectionwith Section 3.4.

                         (c)    Final ClosingStatement.  The Adjustment Amount shall be deemed to be finally determinedin the amount set forth in the Closing Statement on the Dispute Deadline Dateunless a dispute notice is given in accordance with Section 3.4(b) with respect to the calculation thereof.  If such a dispute notice is given, the Adjustment Amount shall be deemed finally determined on the date that the Independent Auditor gives notice to Buyer and Seller of itsdetermination with respect to all disputes regarding the calculation thereof,or, if earlier, the date on which Seller and Buyer agree in writing on theamount thereof, in which case the Adjustment Amount shall be calculated inaccordance with such determination or agreement, as the case may be.  TheClosing Statement as accepted by Seller (by absence of notice pursuant to Section3.4(b)) or as determined by the Independent Auditor shall be referred to as the "Final Closing Statement."

                         (d)   Determination ofAdjustment Amount.  If the Purchase Price calculated using the PreliminaryStatement exceeds the Purchase Price calculated using the Final ClosingStatement, Seller shall pay to Buyer, in accordance with Section 3.4(e)(i), an amount equal to such excess.  If the Purchase Price calculated using the Preliminary Statement is less than the Purchase Price calculated using the Final Closing Statement, Buyer shall pay to Seller, inaccordance with Section 3.4(e)(ii), an amount equal to such deficiency.  The amount of the payment to be made by Buyer or Seller, as applicable, pursuant to this Section 3.4(d) shall be referred to as the "Adjustment Amount", examples of which are set forth on **Exhibit C**, Examples 3.4.  The Adjustment Amount shall be paid by Seller or Buyer, as applicable, inaccordance with Section 3.4(e) within ten (10) Business Days of the determination of the Final Closing Statement (such tenth (10th) Business Day, the "Post-Closing Payment Date").

                         (e)    Payment ofAdjustment Amount.

                                        (i)     In the event the Adjustment Amount is to be paid by Seller, (A) if theAdjustment Amount to be paid by Seller to Buyer is less than the AdjustmentAmount Escrow, Buyer shall receive the Adjustment Amount as a distribution fromthe Adjustment Amount Escrow Account, and the amount remaining in theAdjustment Amount Escrow Account shall be distributed to Seller by wiretransfer of immediately available funds to a bank designated by Seller inwriting; and (B) if the Adjustment Amount to be paid by Seller to Buyer exceedsthe Adjustment Amount Escrow, the entire Adjustment Amount Escrow shall be distributedto Buyer and Seller shall pay to Buyer the amount of such excess, plus interestat the rate published in *The Wall Street Journal* from time to time asthe "prime rate" ("Interest") on the portion of suchexcess that exceeds the Adjustment Amount Escrow for the actual number of daysbetween the Closing Date and the date the payment is made by wire transfer ofimmediately available funds to a bank account or bank accounts designated byBuyer in writing.  Notwithstanding anything to the contrary in this Agreement,and regardless of any other means of obtaining payment, Buyer shall have theright, but not the obligation, to offset any amount in the IndemnificationHoldback Escrow Account (upon determination of the Final Closing Statement) bythe amount by which the Adjustment Amount to be paid by Seller to Buyer exceedsthe Adjustment Amount Escrow.

                                        (ii)    In the event the Adjustment Amount is to be paid by Buyer, the entireamount of the Adjustment Amount Escrow Account shall be distributed to Sellerand Buyer shall pay the Adjustment Amount to Seller, plus Interest on theAdjustment Amount, for the actual number of days between the Closing Date andthe date the payment is made, by wire transfer of immediately available fundsto a bank account or bank accounts designated by Seller in writing.

                                        (iii)   Any amounts payable under this Section 3.4 shall be distributed or paid on or before the Post-Closing Payment Date.  If the Adjustment Amount is paid after the Post-Closing Payment Date, interest at a rate equal to the lesser of 18% per annum and the maximumrate permitted by law shall be added:  (A) in the case of a payment made bySeller, to the portion of the Adjustment Amount which exceeds the AdjustmentAmount Escrow and (B) in the case of a payment made by Buyer, to the AdjustmentAmount, in each case for the actual number of days between the Post-ClosingPayment Date and the date the payment is made.

Section 3.5       RemainingShipping Prepayment Adjustment.  As promptly as practicable after the Closing Date, andin any event not later than forty-five (45) days after the Closing Date, Buyershall prepare and deliver to Seller a statement which shall set forth inreasonable detail the Remaining Shipping Prepayment, which shall be paid asfollows:

                         (a)  In the event the Remaining Shipping Prepayment is a positive amount,within ten (10) days of Buyer's delivery of such statement, Buyer shall pay theamount of the Remaining Shipping Prepayment to Seller, plus Interest on theamount of the Remaining Shipping Prepayment, for the actual number of daysbetween the Closing Date and the date the payment is made, by wire transfer ofimmediately available funds, to a bank account or bank accounts designated bySeller in writing; or

                         (b)  In the event the Remaining Shipping Prepayment is a negative amount,within ten (10) days of Buyer's delivery of such statement, Seller shall paythe amount of the Remaining Shipping Prepayment to Buyer, plus Interest on theamount of the Remaining Shipping Prepayment, for the actual number of daysbetween the Closing Date and the date the payment is made, by wire transfer ofimmediately available funds, to a bank account or bank accounts designated byBuyer in writing.

ARTICLE IV     CLOSING.

Section4.1       ClosingDate.  The Closing shall take place at 10:00 a.m., local timeat the place of the Closing, on the date that is two (2) Business Days afterthe satisfaction or written waiver of all of the conditions to the obligationsof the parties hereto to consummate the transactions contemplated hereby, asset forth in Article IX and Article X of this Agreement, at theoffices of Phelps Dunbar LLP, 111 East Capitol Street, Suite 600, Jackson,Mississippi 39201-2122, or at such other time, date and place as shall be fixedby agreement among the parties hereto (the date of the Closing being hereinreferred to as the "Closing Date", and the time of the Closingbeing herein referred to as the "Closing Time").  The Closingshall be effective for tax and accounting purposes and for purposes ofpost-closing adjustments pursuant to Section 3.4 of this Agreement as of 12:01 a.m., local time in The Republic of Trinidad and Tobago, on the Closing Date (the "Effective Time").

Section4.2       ClosingDeliveries.  At the Closing on the Closing Date:

                         (a)  Seller shall sell, assign, transfer and convey or cause to be sold,assigned, transferred and conveyed, in each case, to Buyer (or its designee)all of its right, title and interest in and to the Transferred Shares, free andclear of all Encumbrances, other than Permitted Share Encumbrances.  Sellershall deliver to Buyer such documents or certificates as may be necessary or asBuyer may reasonably require to transfer or cause to be transferred to Buyergood title to the Transferred Shares, free and clear of all Encumbrances, otherthan Permitted Share Encumbrances, in form and substance reasonably acceptableto Buyer, and to assign to Buyer all of its right, title and interest in and tothe Off-Take Agreement, the Executory Contracts, the Shareholders Agreement andthe LLC Agreement, including without limitation:

                                        (i)     certificates representing (A) the Transferred Shares that arecertificated, duly endorsed (or accompanied by duly executed stock powers) fortransfer to Buyer, and (B) if such share is certificated, the quota share ofMCBSRL owned and held in trust by Charles O. Dunn, duly endorsed (oraccompanied by duly executed stock powers) for transfer to Buyer's designee;and proper assignments of Transferred Shares that are not certificated and suchquota share, if not certificated;

                                        (ii)     certificates dated the Closing Date and validly executed by an officerof Seller to the effect that the conditions set forth in Article IX havebeen satisfied;

                                        (iii)    a legal opinion of in-house counsel to Seller, dated the Closing Date,addressed to Buyer, regarding the corporate authority of Seller to consummatethe transactions contemplated by this Agreement, in the form attached hereto as**Schedule 4.2(a)(iii)**;

                                        (iv)    alegal opinion of Smith-Hughes, Raworth & McKenzie, outside counselto Seller, dated the Closing Date, addressed to Buyer, regarding the transferto Buyer of the Transferred Shares, free and clear of all Encumbrances, otherthan Permitted Share Encumbrances, in the form attached hereto as Schedule4.2(a)(iv);

                                         (v)    a legalopinion of M. Hamel Smith & Co., outside counsel to Seller, dated theClosing Date, addressed to Buyer, opining that no consents, approvals,authorizations, filings, or registrations are required to be made or obtainedin connection with the execution, delivery, and performance of this Agreementand the consummation of the transactions contemplated by this Agreement, in theform attached hereto as Schedule 4.2(a)(v);

                                         (vi)   one or more assignment and assumption agreements executed by Seller,assigning to Buyer all of Seller's rights and obligations arising under theOff-Take Agreement, the Executory Contracts, the Shareholders Agreement and theLLC Agreement, in the form attached hereto as **Schedule 4.2(a)(vi)**;

                                         (vii)   a certified copy of the Sale Order; and

                                         (viii)  the Bank Guaranty Release**.**

                         (b)  Buyer shall deliver to Seller:

                                          (i)     the Closing Payment;

                                          (ii)     certificates dated the Closing Date and validly executed by an officerof Buyer to the effect that the conditions set forth in Article X havebeen satisfied;

                                          (iii)    one or more assignment and assumption agreements executed by Buyer,pursuant to which Buyer assumes the Assumed Liabilities, in the form attachedhereto as **Schedule 4.2(a)(vi)**; and

                                           (iv)   a legal opinion of in-house counsel to Buyer, dated the Closing Date,addressed to Seller, regarding the corporate authority of Buyer to consummatethe transactions contemplated by this Agreement, in the form attached hereto as**Schedule 4.2(b)**.

                         (c)  Buyer shall pay all Cure Amounts directly to such parties and in suchamounts as set forth on the **Disclosure Schedule, Section 5.18**, inaccordance with the wire instructions provided to Buyer at the Closing.

----

ARTICLEV     SELLER'S REPRESENTATIONS AND WARRANTIES.

               Seller hereby represents and warrants to Buyer asfollows (except as set forth on **Schedule 5** hereto, such schedule beingreferred to herein as the "Disclosure Schedule"):

Section 5.1       Authorizationfor Agreement and Consent.  Seller has all requisite corporate power and authorityto enter into this Agreement and to sell, assign, transfer and convey theTransferred Shares to Buyer under this Agreement.  The execution, delivery andperformance of this Agreement by Seller and the consummation of thetransactions contemplated hereby have been duly authorized by all necessarycorporate actions of Seller.  Subject to Bankruptcy Court approval, thisAgreement constitutes, and, when executed by Seller, any documents orinstruments to be executed and delivered by Seller pursuant hereto willconstitute, legal, valid and binding obligations of Seller enforceable inaccordance with their terms.

Section 5.2       Organizationof Seller and the Transferred MissChem Subsidiaries. 

               (a)   Seller is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Mississippi and has the corporate powerand authority to own, use, and operate its properties and to carry on theBusiness as it is now being conducted.  Seller is duly qualified as a foreigncorporation to do business, and is in good standing, in each jurisdiction wherethe character of its properties owned or held under lease or the nature of itsactivities makes such qualification necessary, except where the failure to beso qualified and in good standing will not have a Material Adverse Effect.

               (b)  The **Disclosure Schedule, Section 5.2**, sets forth a true andcomplete list of the Transferred MissChem Subsidiaries, including thejurisdiction of incorporation or formation of each such Transferred MissChemSubsidiary.  Each Transferred MissChem Subsidiary (i) is either a corporation,partnership, limited liability company or other entity as identified on the **DisclosureSchedule, Section 5.2**, duly incorporated or formed, as applicable, andvalidly existing under the laws of its jurisdiction of incorporation orformation, as applicable, (ii) has all necessary corporate, company or partnershippower and authority to own, operate or lease the properties and assets nowowned, operated or leased by it and to carry on its business in all respects ascurrently conducted by it and (iii) except where the failure to be so qualifiedand in good standing will not have a Material Adverse Effect, is duly qualifiedto do business and is in good standing in each jurisdiction where the characterof its properties owned, operated or leased or the nature of its activitiesrequires such qualification.  Seller has provided to Buyer true and accuratecopies of the Organizational Documents of each Transferred MissChemSubsidiary.  All of the outstanding Equity Interests of each of the TransferredMissChem Subsidiaries, all of the Equity Interests of PLN owned by MCTL, andall of the Equity Interests of LLC owned by Seller are duly and validlyissued.  Except as set forth on the **Disclosure Schedule, Section 5.2,**all of the outstanding Equity Interests of each of the Transferred MissChemSubsidiaries and 50% of the outstanding Equity Interests of each of PLN and LLCare, or will be at Closing, directly or indirectly, wholly owned by Seller,free and clear of any Encumbrances, other than Permitted Share Encumbrances,and, if applicable, are fully paid and nonassessable.  Except as set forth onthe **Disclosure Schedule, Section 5.2**, there are no preemptive or otherrights, options, warrants or rights of conversion or any other contractrelating to any Transferred MissChem Subsidiary or any of the Equity Interests ofPLN owned by MCTL or the Equity Interests of LLC owned by Seller obligatingsuch Transferred MissChem Subsidiary or the owners of such Equity Interests,directly or indirectly, to issue or sell its shares or Equity Interests. Except as set forth on the **Disclosure Schedule, Section 5.2**, Sellerhas full direct or indirect voting power over the Equity Interests of theTransferred MissChem Subsidiaries and 50% of the Equity Interests of each ofPLN and LLC, subject to no proxy, shareholders agreement, voting trust or otheragreement relating to the voting of such Equity Interests.

Section 5.3       Consentsand Approvals

.  No consent, approval, authorization of, declaration,filing, or registration with, any Governmental Authority, is required to bemade or obtained by Seller or any Transferred MissChem Subsidiary in connectionwith the execution, delivery, and performance of this Agreement and theconsummation of the transactions contemplated hereby, except (a) for approvalby the Bankruptcy Court via entry of the Sale Order, (b) for the filing of anotification and report form under the HSR Act or any similar act or law of anyapplicable foreign jurisdiction, and the expiration or earlier termination ofthe applicable waiting period thereunder**,** (c) for consents, approvals,authorizations, declarations, or rulings identified on the **DisclosureSchedule, Section 5.3**, and (d) for consents, approvals,authorizations, declarations, or rulings the failure of which to make or obtainwill not have a Material Adverse Effect.

Section5.4       NoViolations or Transfer Permits. 

                         (a)   Neither the execution, delivery, or performance of this Agreement bySeller, nor the consummation by Seller of the transactions contemplated hereby,nor compliance by Seller with any of the provisions hereof will (i) conflictwith or result in any breach of any provisions of the Organizational Documentsof Seller or any Transferred MissChem Subsidiary; (ii) result in a violation,or breach of, or constitute (with or without due notice or lapse of time) adefault (or give rise to any right of termination, cancellation, vesting,payment, exercise, acceleration, suspension, or revocation) under any of theterms, conditions, or provisions of any note, bond, mortgage, deed of trust,security interest, indenture, license, contract, agreement, plan, or otherinstrument or obligation to which Seller or any Transferred MissChem Subsidiaryis a party or by which Seller's or a Transferred MissChem Subsidiary'sproperties or assets may be bound or affected; (iii) violate any order, writ,injunction, decree, statute, rule, or regulation applicable to Seller or anyTransferred MissChem Subsidiary or to Seller's or a Transferred MissChemSubsidiary's properties or assets; (iv) result in the creation or imposition ofany Encumbrance on any asset of Seller or any Transferred MissChem Subsidiary;or (v) cause the suspension or revocation of any Permit, license, governmentalauthorization, consent, or approval necessary for Seller or any TransferredMissChem Subsidiary to conduct the Business as currently conducted, except inthe case of clauses (ii), (iii), (iv), and (v) for violations, breaches,defaults, terminations, cancellations, accelerations, creations, impositions,suspensions, or revocations that (A) are excused by the Bankruptcy Court or theapplicability of any provision of the Bankruptcy Code or (B) are set forth onthe **Disclosure Schedule, Section 5.4**.

                         (b)  There are no Permits or Environmental Permits necessary to transfer theTransferred Shares to Buyer, and no new Permits or licenses, or amendments toexisting Permits and licenses, are required to continue each TransferredMissChem Subsidiary's lawful operation of the Business and the assets of theTransferred MissChem Subsidiaries following the Closing in substantially thesame manner as presently operated.

Section 5.5       No Default.  Except as set forth on the **Disclosure Schedule,Section 5.5**, no Transferred MissChem Subsidiary is in violation,breach of, or default under (and no event has occurred that with notice or thelapse of time would constitute a violation, breach of, or a default under) anyterm, condition, or provision of (a) its Organizational Documents, (b) anynote, bond, mortgage, deed of trust, security interest, indenture, license,agreement, plan, contract, lease, commitment, or other instrument, orobligation to which a Transferred MissChem Subsidiary is a party or by whichany Transferred MissChem Subsidiary's properties or assets may be bound oraffected, (c) any order, writ, injunction, decree, statute, rule, or regulationapplicable to any Transferred MissChem Subsidiary or to any TransferredMissChem Subsidiary's properties or assets, or (d) any Permit, license,governmental authorization, consent, or approval necessary for any TransferredMissChem Subsidiary to conduct the Business as currently conducted, except inthe case of clauses (b), (c) and (d), for those violations, breaches ordefaults that occurred prior to or upon the commencement of the BankruptcyCases and that are excused by the Bankruptcy Court or the applicability of anyprovision of the Bankruptcy Code.

Section 5.6       Title tothe Transferred Shares and the Off-Take Agreement.

                         (a)   Except as set forth on the **Disclosure Schedule, Section 5.6**,Seller owns beneficially and of record all of the Transferred Shares, free and clearof any and all Encumbrances (including, without limitation, any and all claimsthat may arise by reason of the execution, delivery or performance by Seller ofthis Agreement) other than Permitted Share Encumbrances, and, at the Closing,Buyer will acquire good title to all of the Transferred Shares, free and clearof all Encumbrances (including, without limitation, any and all claims that mayarise by reason of the execution, delivery or performance by Seller of thisAgreement) other than Permitted Share Encumbrances.

                         (b) Except as set forth on the **Disclosure Schedule, Section 5.6**,the Transferred Shares represent all of the issued and outstanding EquityInterests in MCHI and fifty percent (50%) of the issued and outstanding EquityInterests in LLC and there are no outstanding options, warrants or other rightsto purchase any equity interest in MCHI or the Equity Interests in LLC owned bySeller.

                         (c)   Immediately following the Closing, Buyer will own all of Seller's rightsunder the Off-Take Agreement, free and clear of all Encumbrances, except forthose Encumbrances set forth on the **Disclosure Schedule, Section 5.6**.

Section5.7       TangibleProperty.  The Transferred MissChem Subsidiaries neither own norlease any tangible personal property (including machinery, equipment,computers, supplies, materials, furniture, furnishings, tools, dies andvehicles).

Section 5.8      No Assets or Liabilities of the Transferred MissChemSubsidiaries.  The Transferred MissChem Subsidiaries have no assets orliabilities other than those set forth on the Financial Statements.

Section5.9       Litigation.  Except as set forth on the DisclosureSchedule, Section 5.9, there is no (i) Proceeding pending or, toSeller's Knowledge, Threatened against Seller or any Transferred MissChemSubsidiary, the outcome of which could be reasonably expected, individually orin the aggregate, to have a Material Adverse Effect or (ii) judgment, decree,injunction, or order of any Governmental Authority or arbitrator outstandingagainst Seller or any Transferred MissChem Subsidiary that could reasonably beexpected to have a Material Adverse Effect.

Section5.10         No Finder's Fee.  Except as set forth in the **Disclosure Schedule,Section 5.10**, no Person is entitled to any brokerage, financialadvisory, finder's, or similar fee or commission payable by Seller or anyTransferred Subsidiary in connection with the transactions contemplated by thisAgreement based upon arrangements made by or on behalf of Seller.

Section5.11         Financial Statements.  The following materials have been provided to Buyer: (i) the audited balance sheets of PLN (including the notes thereto) as of June30, 2001, June 30, 2002, and June 30, 2003 and the related audited statementsof operations, stockholders' equity, and cash flows of PLN for the years thenended (the "Audited Statements"), (ii) the unaudited balancesheets of LLC as of June 30, 2001, June 30, 2002, and June 30, 2003, and therelated unaudited statements of operations for the years then ended, and (iii)the unaudited balance sheets of the Transferred MissChem Subsidiaries as ofJune 30, 2003 (the financial information described in clauses (ii) and (iii) ofthis sentence being referred to herein as the "Unaudited Statements"and, together with the Audited Statements, the "Financial Statements"). The Financial Statements are attached hereto as **Disclosure Schedule,Section 5.11**.  The Financial Statements of the Transferred MissChemSubsidiaries have been prepared from, and are in accordance with, the books andrecords of the Transferred MissChem Subsidiaries, and have been prepared inaccordance with United States generally accepted accounting principles ("GAAP")applied on a consistent basis throughout the periods covered thereby (except asnoted therein and except that the Unaudited Statements may not includefootnotes and shall be subject to nonmaterial recurring year-end adjustments),and fairly present in all material respects the financial position of theTransferred MissChem Subsidiaries as of the respective dates thereof.

Section5.12         Legal Compliance.  Except as disclosed in the **Disclosure Schedule,Section 5.12**, (i) the Seller is not in violation of, nor has Sellerbeen given notice or been charged with any violation of, any Legal Requirementswith respect to the Business except for such violations, notices, or chargesthat have not had or will not have, individually or in the aggregate, aMaterial Adverse Effect; (ii) none of the Transferred MissChem Subsidiaries isin violation of, nor has any Transferred MissChem Subsidiary been given noticeor been charged with any violation of, any Legal Requirements except for suchviolations, notices, or charges that have not had or will not have,individually or in the aggregate, a Material Adverse Effect; (iii) noinvestigation or review regarding the Business with respect to the Seller byany Governmental Authority is pending or, to the Knowledge of Seller,Threatened, nor has any Governmental Authority indicated to Seller or anyTransferred MissChem Subsidiary an intention to conduct the same; and (iv) no investigation or review with respect to any Transferred MissChem Subsidiaryby any Governmental Authority is pending or, to the Knowledge of Seller,Threatened, nor has any Governmental Authority indicated to Seller or anyTransferred MissChem Subsidiary an intention to conduct the same.

Section5.13         Environmental Laws; Permits.  Except as set forth on the **Disclosure Schedule,Section 5.13**, (i) the Transferred MissChemSubsidiaries are in compliance with, and have complied in all respects with,and there are and have been no violations of, any Environmental Laws related tothe assets of the Transferred MissChem Subsidiaries; (ii) the TransferredMissChem Subsidiaries possess no Environmental Permits or other Permits; (iii)the Transferred MissChem Subsidiaries have filed all notices required of theTransferred MissChem Subsidiaries under all Environmental Laws; (iv) there areno Environmental Conditions relating to the Transferred MissChem Subsidiaries;and (v) Seller and the Transferred MissChem Subsidiaries have taken all actionsrequired under Environmental Laws to satisfy or obtain the approval of aGovernmental Authority as a condition to the consummation of the transactionscontemplated by this Agreement.

Section5.14         Taxes.

                         (a)   Except as set forth on the **Disclosure Schedule, Section 5.14**,the Transferred MissChem Subsidiaries have timely filed with the appropriatetaxing authorities all Tax Returns required to be filed by them and have timelypaid all Taxes owed by them.  All Tax Returns filed by each TransferredMissChem Subsidiary are correct and complete in all material respects.  None ofthe Transferred MissChem Subsidiaries currently is the beneficiary of anyextension of time to file any such Tax Return.

                         (b)  There are no liens for Taxes (other than for current Taxes not yet dueand payable) on the Transferred Shares or the assets of the TransferredMissChem Subsidiaries.  Except as set forth on the **Disclosure Schedule,Section 5.14**, none of the assets of the Transferred MissChemSubsidiaries or the Transferred Shares is property that is required to betreated for Tax purposes as being owned by any Person other than Seller oranother Transferred MissChem Subsidiary.

                         (c)   All Taxes that any Transferred MissChem Subsidiary is required by law towithhold or collect for all periods ending on or prior to the Closing Date havebeen withheld or collected, and such Transferred MissChem Subsidiary has timelypaid all such Taxes due any Governmental Authority.

                         (d)  No Transferred MissChem Subsidiary has received any written notice froma taxing authority in a jurisdiction where it does not file Tax Returns that itmay be subject to taxation by that jurisdiction.

                         (e)   The transactions contemplated herein are not subject to the Taxwithholding provisions of the Code or of any other Tax withholding provisionsunder any Legal Requirement.

                         (f)    Except as set forth on the **Disclosure Schedule, Section 5.14**,there are currently no deficiencies for Taxes that have been claimed, proposedor assessed by any Governmental Authority, there is no audit or Proceeding, nowpending, or to the Knowledge of Seller, in process or Threatened relating toTaxes of any Transferred MissChem Subsidiary, and no extension or waiver of astatute of limitations relating to Taxes of any Transferred MissChem Subsidiaryis in effect.

                         (g)   There are no Tax sharing, indemnity, allocation or similar agreements ineffect as between any Transferred MissChem Subsidiary (or any predecessorthereof) and any other Person.  The Transferred MissChem Subsidiaries have nocontractual obligations to indemnify any other Person with respect to Taxes.

                         (h)   No Transferred MissChem Subsidiary has, or has had within the five yearperiod preceding the Closing Date, a United States Real Property Interest, asdefined under Code Section 897.

                         (i)     Except as set forth on the **Disclosure Schedule, Section 5.14**,no Transferred MissChem Subsidiary (i) has been engaged in a United Statestrade or business for federal income tax purposes; (ii) has been a passiveforeign investment company within the meaning of the Code, (iii) has consentedat any time under any foreign tax provision similar to CodeSection 341(f)(1) to have provisions similar to CodeSection 341(f)(2) apply to any disposition of the Transferred MissChemSubsidiary's assets, (iv) has agreed, or is required, under any foreign taxprovision similar to Code Section 481(a) to make any adjustment by reasonof a change in accounting method or otherwise; and (iv) has participated in orcooperated with an international boycott or has been requested to do so inconnection with any transaction or proposed transaction.

                         (j)    Except as set forth on the Disclosure Schedule,Section 5.14, none of the Transferred MissChem Subsidiaries has aninvestment in "United States property" for purposes of CodeSection 956.

                         (k)  Other than the Project Agreement (including amendments executed onDecember 19, 1995 and June 14, 1996), and the Fiscal Incentives Order, none ofthe Transferred MissChem Subsidiaries, Seller, any of Seller's Affiliates(other than PLN and LLC), or, to Seller's Knowledge, any other Affiliates ofany of the Transferred MissChem Subsidiaries (other than PLN and LLC) hasrequested or received any ruling from any Governmental Authority, or signed anybinding agreement with any Governmental Authority (including, withoutlimitation, any advance pricing agreement), that would impact the amount of Taxliability of any Transferred MissChem Subsidiary after the Closing Date.

                         (l)     None of the Transferred MissChem Subsidiaries will be required torecognize for Tax purposes in a Post-Closing Tax Period any income or gainwhich would otherwise have been required to be recognized under the accrualmethod of accounting in a Pre-Closing Tax Period as a result of Seller or theTransferred MissChem Subsidiaries making a change in method of accounting orotherwise deferring the recognition of income or gain to a Post-Closing TaxPeriod.

                         (m) All of the Transferred MissChem Subsidiaries (other than MCHI) have madevalid elections to be treated as pass-through entities by filing Forms 8832with the appropriate IRS office.

                         (n)   MCBSRL has maintained valid licenses as an exempt SRL from its date oforganization to the Closing Date.

Section5.15         Employee Matters.  The Transferred MissChem Subsidiaries have no employeesand have never had any employees.

Section6.16         Intellectual Property.  The Transferred MissChem Subsidiaries do not own,license or use any Intellectual Property.

Section5.17         Contracts.  Except as disclosed on the **Disclosure Schedule,Section 7.12(a)** and Disclosure Schedule, Section 5.17,the Transferred MissChem Subsidiaries are not parties to any Contracts.

Section5.18         No Changes; Conduct of Business.  Except as set forth in the **Disclosure Schedule,Section 5.18**, since June 30, 2003, (i) the operations and affairs ofthe Transferred MissChem Subsidiaries have been conducted in the ordinarycourse of business, and (ii) there has been no event or change which hashad or could reasonably be expected to have a Material Adverse Effect.

Section5.19         Books and Records of the Transferred Subsidiaries.  Seller has provided to Buyer copies of all books andrecords related to the Transferred MissChem Subsidiaries.

Section 5.20         Accuracy of Statements.  To Seller's Knowledge, no representation, warranty orother statement made by Seller to Buyer in this Agreement regarding anyTransferred MissChem Subsidiary, or any statement, certificate or schedulefurnished to Buyer pursuant to this Agreement regarding any TransferredMissChem Subsidiary, contains any untrue statement of a material fact or omitsto state a material fact necessary to make the statements contained therein notmisleading.  Seller has no Knowledge of any fact that has specific applicationto any Transferred MissChem Subsidiary that may have a Material Adverse Effectthat has not been set forth in this Agreement.

ARTICLE VI     REPRESENTATION AND WARRANTIES OF BUYER.  Buyer represents and warrants to Seller as follows:

Section 6.1       Authorizationfor Agreement and Consents.  Buyer has all requisite corporate power and authorityto enter into this Agreement and to perform its obligations hereunder.  Theexecution, delivery and performance of this Agreement by Buyer and theconsummation of the transactions contemplated hereby have been duly authorizedby all necessary corporate actions of Buyer.  Subject to Bankruptcy Courtapproval, this Agreement constitutes, and, when executed by Buyer, anydocuments or instruments to be executed and delivered by Buyer pursuant heretowill constitute, legal, valid and binding obligations of Buyer enforceable inaccordance with their terms.

Section 6.2       Organization.  Buyer is a corporation duly organized, validly existingand in good standing under the laws of the State of Nebraska and has thecorporate power and authority to own, use, and operate its properties and tocarry on its business as it is now being conducted.

Section 6.3       NoViolation.  The execution and delivery of this Agreement and allother agreements, instruments and documents contemplated hereby by Buyer andthe consummation of the transactions contemplated hereby and thereby will notconflict with or violate or constitute a breach or default under theOrganizational Documents of Buyer or any provision of any mortgage, trustindenture, lien, lease, agreement, instrument, or court order, judgment ordecree to which Buyer is bound.

Section 6.4       Finder'sFees.  No Person is entitled to any brokerage, financialadvisory, finder's, or similar fee or commission payable in connection with thetransactions contemplated by this Agreement based upon arrangements made by oron behalf of Buyer.

Section6.5       NoLitigation.  No Proceeding is pending or, to Buyer's Knowledge, hasbeen Threatened by or against Buyer which would materially and adversely affectthe ability of Buyer to consummate the transaction provided for in thisAgreement.

Section 6.6       NoFinancing Contingency.  Buyer has cash reserves or availability under existingcredit facilities to pay the Purchase Price in cash to Seller on the ClosingDate without new debt or equity financing.  Buyer's obligations hereunder arenot contingent upon procuring financing for the transaction contemplatedhereunder.

Section 6.7      Informed Purchaser.  An Affiliate of Buyer owns a 50% Equity Interest inPLN.  An Affiliate of Buyer owns a 50% Equity Interest in LLC.  By virtue ofthese ownership interests and Buyer's sophistication in business matters, Buyeris an informed and sophisticated purchaser.  Buyer has undertaken suchinvestigation and has evaluated such documents and information as it has deemednecessary to enable it to make an informed and intelligent decision withrespect to the execution, delivery and performance of this Agreement. 

ARTICLE VII     COVENANTS.

Section 7.1      Seller's Chapter 11 Bankruptcy Case.

                         (a)    This Agreementand the transactions contemplated hereby are contingent upon the approval andauthorization of the Bankruptcy Court.  Seller shall file a motion (the "SaleMotion") within five (5) Business Days after the date hereof to seekapproval by the Bankruptcy Court of: (1) at a first hearing, the Auction andBid Procedures attached hereto as **Schedule 7.1(a)(1)** and (2) at a secondhearing, the sale contemplated hereby (subject only to said Auction and BidProcedures).  Seller shall use its Best Efforts to obtain the entry of theorder approving the Auction and Bid Procedures in the form attached hereto as **Schedule7.1(a)(2)**(the "Bid Protection Order") on or beforeNovember 5, 2003.  Seller shall use its Best Efforts to obtain the entry of theSale Order in the form attached hereto as **Schedule 7.1(a)(3)** on orbefore December 11, 2003.  

                         (b)  Seller shall provide notice of the Sale Motion to every Person with aninterest in the Transferred Shares and every Person requested by Buyer, inaccordance with the notice provisions of the Bankruptcy Code, including,without limitation, any applicable state taxing authority.  Seller shall adviseBuyer of any written objections filed with the Bankruptcy Court to thisAgreement.

                         (c)   Upon entry of the Bid Protection Order and the Sale Order, Seller shallpromptly provide Buyer with notice of such entry, and a copy of such BidProtection Order or Sale Order, as applicable.

Section7.2       Access. 

                         (a)    From and after the date of this Agreement until the Closing Date, Sellershall and shall cause the Transferred MissChem Subsidiaries to give Buyer andits employees, agents and authorized representatives reasonable access, duringregular business hours and upon reasonable advance notice, to such employees,records, and assets of or relating to the Transferred MissChem Subsidiaries, asare necessary to allow Buyer and its employees, agents and authorizedrepresentatives to make such inspections, to interview or confer with officers,employees, agents and representatives of the Seller and the TransferredMissChem Subsidiaries Buyer believes are necessary and appropriate with respectto the assets of the Transferred MissChem Subsidiaries.  Seller shall have theright to have a representative present at all times of any such inspections,interviews and examinations conducted at or on the offices or other facilitiesor properties of a Transferred MissChem Subsidiary.  Additionally, all recordsprovided to Buyer pursuant to this section will be deemed to be"Confidential Information" for purposes of the ConfidentialityAgreement.  Buyer expressly acknowledges that nothing in this Section 7.2 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.

                         (b)  Buyer hereby consents to Seller, PLN and LLC giving to any Person thathas executed a confidentiality agreement substantially in the form of theConfidentiality Agreement and any such Person's employees, agents, andauthorized representatives reasonable access, during regular business hours andupon reasonable advance notice, to such employees, records, and assets of orrelating to PLN and LLC as are necessary to allow such Person and its employees,agents and authorized representatives to make such inspections, and tointerview or confer with officers, employees, agents and representatives of PLNand LLC that such Person believes are necessary and appropriate with respect toPLN and LLC.

Section7.3       HSR Act.  If filings pursuant to and under the HSR Act or anysimilar act or law of any applicable foreign jurisdiction are required inconnection with the consummation of the transactions contemplated by thisAgreement, Seller and Buyer will promptly compile and file (or will cause its"ultimate parent entity" (as determined for purposes of the HSR Act)to file) under the HSR Act or such other act or law such information respectingsuch party as the HSR Act or such other act or law requires.

Section7.4       Consents.  Seller shall use Best Efforts to obtain all approvals,consents, ratifications, waivers, or authorizations if any, of any Person not aparty to this Agreement which are required to (i) transfer the TransferredShares, the Off-Take Agreement, the Executory Contracts, the ShareholdersAgreement and the LLC Agreement to Buyer, (ii) continue to vest title in theassets of the Transferred Subsidiaries in the Transferred Subsidiaries, or(iii) permit the Transferred Subsidiaries to continue to operate the Business withouta default under, or breach, termination or acceleration of, any property right,Lease or Contract (collectively, the "Required Consents"). Buyer shall cooperate with Seller to obtain all Required Consents, includingthe provision of a guaranty of performance under the Off-Take Agreement byBuyer or any of its Affiliates, if required by Eximbank; *provided, however*,that Buyer shall only be required to provide such guaranty on terms at least asfavorable to Buyer as the terms on which Buyer provided a guaranty to Eximbankin connection with the consummation of the transactions contemplated by theFarmland Agreement.  Seller shall advise Buyer promptly in writing with respectto any Lease, Contract or other property right which it knows or has reason tobelieve will not receive any Required Consent.

Section 7.5       Conduct ofthe Business Pending Closing.

                         (a)   Subject to any obligations as a debtor or debtor-in-possession under theBankruptcy Code, from the date hereof until the Closing Date, without the priorwritten consent of Buyer:

                                             (i)     Seller shall cause each Transferred MissChem Subsidiary not to adopt orpropose any change in its Organizational Documents;

                                             (ii)    Seller shall cause each Transferred MissChem Subsidiary not to declare,set aside, or pay any dividend, interest or other distribution with respect toany of its Equity Interests, or split, combine, or reclassify any of its EquityInterests, or repurchase, redeem, or otherwise acquire any of its EquityInterests;

                                             (iii)   Seller shall cause each Transferred MissChem Subsidiary not to merge orconsolidate with any other Person or acquire a material amount of assets of anyother Person;

                                             (iv)   Seller shall cause each Transferred MissChem Subsidiary not to lease,license, or otherwise acquire any assets;

                                             (v)    Seller shall cause each Transferred MissChem Subsidiary not to changeany method of accounting or accounting practice used by it, except for anychange required by GAAP;

                                             (vi)   Seller shall cause the Transferred MissChem Subsidiaries not to obtainany rulings or make any elections with respect to Taxes, or enter into anyagreements with any Taxing Authority;

                                             (vii)   Seller shall cause the Transferred MissChem Subsidiaries to preserveintact their relationships with third parties and keep available the servicescurrently provided to them; and

                                             (viii)  Seller shall not and shall cause the Transferred MissChem Subsidiariesnot to agree or commit to do any of the foregoing.

                         (b)   Seller shall not, andshall use its Best Efforts to cause the Transferred MissChem Subsidiaries notto, except to the extent necessary to comply with the requirements ofapplicable Legal Requirements, (i) take, agree, or commit to take, any actionthat would make any representation or warranty of Seller hereunder inaccuratein any respect at, or as of any time prior to, the Closing Date, (ii) omit, oragree or commit to omit, to take any action necessary to prevent any suchrepresentation or warranty from being inaccurate in any respect at, or as ofany time prior to, the Closing Date, or (iii) take, agree, or commit to take,any action that would result in, or is reasonably likely to result in, any ofthe conditions set forth in Article IX not being satisfied.

Section 7.6       PublicAnnouncements.  Buyer, on the one hand, and Seller, on the other hand,agree that they will not issue any press release or respond to any pressinquiry with respect to this Agreement or the transactions contemplated herebywithout the prior approval of the other party (which approval will not beunreasonably withheld, conditioned or delayed), except as may be required byapplicable law or the Bankruptcy Court.

Section 7.7       Exclusivity.  From the date of this Agreement through the date onwhich the Bid Protection Order has been entered by the Bankruptcy Court, noneof Seller, Seller's Affiliates or any of their respective agents or representativesshall, directly or indirectly, enter into, solicit or initiate any discussionsor negotiations with, or encourage or respond to any inquiries or proposals by,or participate in any negotiations with, or provide any information to, orotherwise cooperate in any other way with, any Person, other than Buyer and itsrepresentatives, concerning any such Person becoming the Lead Bidder in placeof Buyer for the purchase of all or any portion of the Fertilizer Assets. Seller agrees that it will immediately cease and cause to be terminated anyexisting activities, discussions or negotiations with any Person (other thanBuyer) concerning any such Person becoming the Lead Bidder in place of Buyer,or the provision by Seller or its Affiliates or any of their respectiverepresentatives of information to any Person (other than Buyer) regarding anysuch Person becoming the Lead Bidder in place of Buyer.

Section 7.8       IRS Form8883.  In the event that Buyer makes a Section 338Election with respect to the Equity Interests in MCHI, Seller shall timely fileIRS Form 8883 (including any supplemental forms), prepared consistent with Section3.2(b) hereof, with the Internal Revenue Service with its federal income Tax Return for the tax period which includes the Closing Date (or as otherwise may be required by law).

Section 7.9       Assignmentand Assumption.  Seller will take all commercially reasonable actionsnecessary to assign to Buyer all of Seller's rights and obligations under theOff-Take Agreement, the Executory Contracts, the Shareholders Agreement and theLLC Agreement and Buyer will take all actions necessary to assume Seller'srights, obligations, and liabilities under the Off-Take Agreement, theExecutory Contracts, the Shareholders Agreement and the LLC Agreement.

Section7.10         Termination of Agreements.  Except with respect to the Off-Take Agreement and theExecutory Contracts, Seller shall, and Seller and Buyer shall cause: (i) eachapplicable Transferred Subsidiary to, terminate all agreements between Sellerand such Transferred Subsidiary on or prior to the Closing Date and (ii) anyamounts owed by a party pursuant to such agreement shall be paid by such partyon or prior to the Closing Date.  If, at any time following the Closing, anyparty to this Agreement becomes aware of any Contract between Seller and anyTransferred Subsidiary, the existence of which was not known by either party onthe Closing Date, Seller shall, or Buyer shall cause such TransferredSubsidiary to, terminate such Contract, and any amounts owing under suchContract shall be paid by the applicable party to this Agreement upon thetermination of such Contract. 

Section7.11         Advances to Transferred Subsidiaries.  Except as otherwise set forth in this Agreement,immediately prior to the Closing, Seller shall cause all intercompany advancesor loans owed by any of the Transferred Subsidiaries to Seller or any of itsAffiliates (other than another Transferred Subsidiary) to be deemed dischargedby way of capital contribution to such Transferred Subsidiaries.  This Section 7.11 shall not be interpreted to alter any right or obligation of PLN under the Off-Take Agreement.

Section7.12         Recovery of Insurance Proceeds.  Within ten (10) Business Days of PLN's recovery ofproceeds from American Life and General Insurance Company (Trinidad &Tobago) Limited with respect to the insurance claim which is the subject of *AmericanLife and General Insurance Company (Trinidad & Tobago) Limited v. FarmlandMissChem Limited* in the High Court of Justice, H.C.A.  No. 2706 of 2002,Buyer shall pay to Seller, by wire transfer of immediately available funds tosuch account as Seller shall designate, one-quarter (1/4) of the amount of suchrecovery, net of attorneys fees, costs and expenses related to such claim orrecovery.

Section7.13         Spare Parts Arrangement.  If, within one (1) year following the Closing Date, PLNreceives any payment pursuant to a Spare Parts Agreement, then, within ten (10)Business Days of PLN's receipt of such payment, Buyer shall pay to Seller, bywire transfer of immediately available funds to such account as Seller shalldesignate, one-quarter (1/4) of any such payment received by PLN.

Section 7.14         Mutual Release.  Effective immediately afterthe Closing, (i) Buyer, on behalf of itself and the other Buyer ReleaseParties, generally releases and forever discharges the Seller Release Parties,and (ii) Seller, on behalf of itself and the other Seller Release Parties,generally releases and forever discharges the Buyer Release Parties, in eachcase, from any and all claims, complaints, charges, demands, liabilities,suits, damages, losses, expenses, attorneys' fees, obligations and causes ofaction, known or unknown, of any kind and every nature whatsoever, and whetheror not accrued or matured, which any of them may have, under or pursuant to theShareholders Agreement, the LLC Agreement or any claims arising from or relatedto the Farmland Agreement or assets referenced therein.

Section7.15         Eximbank Debt**. **Notwithstanding anything to the contrary containedherein, if, as a condition to granting its consent to the transactionscontemplated hereby, Eximbank requires Buyer or any of its Affiliates toprovide (i) a guaranty of performance under the Off-Take Agreement on termsless favorable than the terms of the guaranty****provided to Eximbank inconnection with the consummation of the transactions contemplated by theFarmland Agreement or (ii) other performance assurance on terms less favorableto Buyer and its Affiliates than the terms provided to Eximbank in connectionwith the consummation of the transactions contemplated by the FarmlandAgreement, then,****at Buyer's sole option, on or before five (5) BusinessDays prior to Closing, Buyer may deliver notice to Seller requiring that allamounts due and owing with respect to the Eximbank Debt be paid off at theClosing.  In the event Buyer so notifies Seller, (i) at the Closing, Buyershall pay all such amounts, by wire transfer of immediately available funds, toan account designated by Eximbank, (ii) Seller shall use its Best Efforts toobtain a release of all Encumbrances Eximbank may have with respect to theTransferred Shares or the assets of any Transferred Subsidiary upon Eximbank'sreceipt of such amounts, and (iii) Seller shall, and shall cause the TransferredSubsidiaries to, take such other actions as Buyer mayreasonably require to effectuate such pay off and release; provided that allactions of Seller and its Affiliates contemplated by clauses (ii) and(iii) of this Section 7.15 shall be at Buyer's sole cost and expense.

Section 7.16         Shareholders Agreement.  If an Auction occurs as set forth in the Auction andBid Procedures (as such Auction and Bid Procedures may be modified with suchmaterial changes to the Auction and Bid Procedures as are satisfactory to Buyerin its sole and absolute discretion and such immaterial changes as aresatisfactory to Buyer in its reasonable discretion; provided that any changeto, or deletion of, Section 10 of the Auction and Bid Procedures shall bedeemed a material change), then for a period of three (3) hours followingSeller's selection (if any) of any offer other than Buyer's offer as the"Accepted Offer" as set forth in the Auction Bid Procedures, KochMineral Services, LLC ("KMS") shall have the right, pursuantto the Shareholders Agreement, to match such Accepted Offer.  If such right isnot exercised by KMS, the Accepted Offer previously selected shall be deemedthe "Final Accepted Offer" pursuant to the Auction and Bid Procedures. If any offer is accepted after Buyer's Final Accepted Offer in violation of theAuction and Bid Procedures, KMS shall have the right under the ShareholdersAgreement to match such offer at any time during the 60 days following theacceptance of such offer.  Notwithstanding anything to the contrary containedherein, the parties agree that the preceding sentence shall not be deemed arelease or waiver by KMS or any of its Affiliates of any rights, including anyright to enforce such rights, under Article IV of the Shareholders Agreement. 

ARTICLEVIII     TAX MATTERS.

Section8.1    Sales andTransfer Taxes.  Seller shall be responsible for and agrees to pay whendue all sales, use, value added, documentary, stamp, gross receipts, transfer,conveyance, excise, real estate recording and other similar Taxes and fees(collectively, "Transfer Taxes") arising out of the transferof the Transferred Shares by Seller and the other transactions contemplatedherein.  Seller shall prepare and timely file all Tax Returns required to befiled in respect of Transfer Taxes, if any, provided that Buyer shall bepermitted to prepare any such Tax Returns that are the primary responsibilityof Buyer under applicable law.  Buyer's preparation of any such Tax Returnsshall be subject to Seller's approval, which approval shall not be unreasonablywithheld, conditioned or delayed.  Buyer shall reasonably cooperate with Sellerin procuring any available exemptions from any Transfer Taxes and shallreasonably cooperate in procuring any documentation that may be necessary toestablish any such exemption.

Section 8.2       Cooperationon Tax Matters.  After the Closing, Seller will cooperate with Buyer,and Buyer will cooperate with Seller, to the extent necessary in thepreparation of all Tax Returns and will provide (or cause to be provided) anyrecords and other information the other so reasonably requests and will providethe cooperation of its employees and auditors.  Seller will reasonablycooperate with Buyer and Buyer will reasonably cooperate with Seller in connectionwith any Tax investigation, audit or other Proceeding.  Following the Closing,Buyer shall control any Tax investigations, audits or other Proceedings; *provided*,*however*, that if such investigations, audits or Proceedings couldreasonably be expected to result in any material liability to Seller or any ofSeller's Affiliates, Seller may participate in such investigations, audits orother Proceedings.

Section8.3       Tax Returns.

                         (a)    Seller shallprepare or cause to be prepared and Buyer shall file or cause to be filed allTax Returns for the Transferred MissChem Subsidiaries for all Pre-Closing TaxPeriods which are filed after the Closing Date.  Seller shall permit Buyer toreview and comment on each such Tax Return and shall make such revisions tosuch Tax Returns as are reasonably requested by Buyer.

                         (b)   With respect to anyTax Return covering a Straddle Period with respect to any of the TransferredMissChem Subsidiaries, Buyer shall cause each such Tax Return to be prepared,and at least thirty (30) days prior to the due date (including extensions) ofsuch Tax Return shall furnish a copy of such Tax Return to Seller.  Buyer shallpermit Seller to review and comment on each such Tax Return and shall considersuch revisions to each such Tax Return as reasonably requested by Seller. Buyer shall timely file each such Tax Return with the appropriate taxingauthority, and, except as provided in Section 12.4, shall be responsible for the timely payment of all Taxes due with respect to the period covered by each such Tax Return.

                         (c)   Any Tax Return to be prepared pursuant to the provisions of Section 8.3(a) or Section 8.3(b) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except for inconsistencies required by changes in law or fact.

Section8.4       Section 338 Election.  The parties acknowledge that Buyer may, at Buyer's soleoption, make elections under Section 338(g) of the Code and any similarelections under state, local or foreign law (a "Section 338Election") with respect to Buyer's purchase of the TransferredSubsidiaries.  The parties hereto shall report the transaction consistent withany such Section 338 Election and hereby agree not to take any action thatcould cause such Section 338 Election to be invalid, and shall take noposition contrary thereto unless required to do so pursuant to a determination(as defined in Section 1313(a) of the Code or any similar state, foreignor local tax provision).

ARTICLEIX     CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.

               The obligations of Buyer hereunder are subject to thesatisfaction on or prior to the Closing Date of the conditions set forth below(compliance with which or the occurrence of which may be waived in whole or inpart in a writing executed by Buyer, unless such a waiver is prohibited bylaw).

Section 9.1     Representationsand Warranties True.  The representations andwarranties made by Seller in this Agreement that are qualified by materiality,Knowledge, or Material Adverse Effect shall be true and correct in allrespects, and such representations and warranties that are not so qualifiedshall be true and correct in all material respects, in each case as of the dateof this Agreement (unless Seller has cured such breach of such representationor warranty within ten (10) Business Days of Buyer's delivery of notice toSeller regarding such breach) and as of the Closing Date (except for therepresentation and warranty in Section 5.18(ii) which shall be true and correct as of the date of this Agreement), with the same effect as though such representations and warranties had been made or given on and as of such dates, and Buyer shall have receiveda certificate signed by an officer of Seller as to the satisfaction of thiscondition; provided that the condition set forth in this Section 9.1 shall be deemed to have been satisfied, notwithstanding the terms of this Section 9.1, if, on the date hereof, Buyer has Knowledge of a breach by Seller of a representation or warranty made by Seller in this Agreement.

Section9.2       Compliancewith Agreement.  Seller shall have performed and complied in allmaterial respects with all of its obligations under this Agreement which are tobe performed or complied with by it prior to or on the Closing Date (includingthe deliveries contemplated by Section 4.2) and Buyer shall have received a certificate signed by an officer of Seller as to the satisfaction of this condition.

Section9.3       BankruptcyCourt Approval.  (a) Subject to Section 13.1(e), the Bankruptcy Courtshall have entered (i) the Bid Protection Order,with Auction and Bid Procedures in the form attached hereto as **Schedule7.1(a)(1)**, or with such material changes as may be otherwise satisfactoryto Buyer in its sole and absolute discretion or such immaterial changes as maybe otherwise satisfactory to Buyer in its reasonable discretion; provided thata material change shall be deemed to include, without limitation, any changeto, or deletion of, Section 5 or Section 10 of the Auction and BidProcedures, and (ii) the Sale Order, in the formattached hereto as **Schedule 7.1(a)(3)**, or with such material changes asmay be otherwise satisfactory to Buyer in its sole and absolute discretion orsuch immaterial changes as may be otherwise satisfactory to Buyer in itsreasonable discretion, and (b) the Sale Order and Bid Protection Order shallhave both become Final Orders.

Section 9.4       HSR Act.  Any waiting period applicable to the consummation ofthe transactions contemplated by this Agreement under the HSR Act or anysimilar act or law of any applicable foreign jurisdiction shall have expired orbeen terminated, and no action shall have been instituted by any GovernmentalAuthority challenging or seeking to enjoin the consummation of the transactionscontemplated by this Agreement, which action shall not have been withdrawn orterminated.

Section9.5       No Order.  No statute, rule, regulation, executive order, decree,ruling, or preliminary or permanent injunction shall have been enacted,entered, promulgated, or enforced by any Governmental Authority or arbitratorthat prohibits, restrains, enjoins, or restricts the consummation of thetransactions contemplated by this Agreement that has not been withdrawn orterminated; and no claim, action, suit, arbitration, inquiry, Proceeding orinvestigation (each, an "Action") shall have been commenced byor before any Governmental Authority or arbitrator against Buyer or Seller,seeking to restrain or materially and adversely alter the transactionscontemplated by this Agreement; *provided*, *however*, that theprovisions of this Section 9.5 shall not apply if Buyer has directly solicited or encouraged any such Action.

Section9.6       Consentsand Approvals.  Seller shall have obtained and delivered to Buyer anyand all Required Consents.

Section9.7      No Material Adverse Effect.  Since the date of this Agreement, there shall have beenno change in the Business or the assets of the Transferred Subsidiaries and noother event or occurrence shall have taken place which has had or couldreasonably be expected to have a Material Adverse Effect, which shall include,without limitation, any event or occurrence which has resulted in or could reasonablybe expected to result in (a) Damages of greater than $1,000,000,individually or in the aggregate, (b) Lost Profits of greater than $2,500,000,individually or in the aggregate, arising out of the shut-down of PLN'sfacilities or an interruption in production of ammonia at such facility (exceptfor those shut-downs set forth on Disclosure Schedule,Section 9.7), or (c) criminal liability to any Person; provided that thecondition set forth in this Section 9.7 shall be deemed to have been satisfied, notwithstanding the terms of this Section 9.7, if, on the date hereof, Buyer has Knowledge that any change, event or occurrence described in this Section 9.7 will occur.

Section 9.8       No CasualtyLoss.  No Casualty Loss shall have occurred.

Section9.9       Assignmentand Assumption.  Seller shall have delivered to Buyer one or moreassignment agreements executed by Seller assigning to Buyer all of Seller'srights and obligations arising under the Off-Take Agreement, the ExecutoryContracts, the Shareholders Agreement and the LLC Agreement.

Section9.10         Resignations.  Those directors and officers of the TransferredSubsidiaries who were nominated by Seller or any of the TransferredSubsidiaries shall have resigned or have been removed in favor of nominees ofBuyer effective as of the Closing.

Section 9.11         Bank Guaranty Release.  Seller shall have delivered to Buyer the Bank GuarantyRelease.

ARTICLEX     CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.

               The obligations of Seller hereunder are subject to thesatisfaction on or prior to the Closing Date of the conditions set forth below(compliance with which or the occurrence of which may be waived in whole or inpart in a writing executed by Seller, unless such a waiver is prohibited bylaw).

Section10.1  Representations andWarranties True.  The representations and warranties made by Buyer inthis Agreement that are qualified by materiality or Knowledge shall be true andcorrect in all respects, and such representations and warranties that are notso qualified shall be true and correct in all material respects, in each caseas of the date of this Agreement and as of the Closing Date, with the sameeffect as though such representations and warranties had been made or given onand as of such dates, and Seller shall have received a certificate signed by anofficer of Buyer as to the satisfaction of this condition.

Section10.2  Compliance withAgreement.  Buyer shall have performed and complied in all materialrespects with all of its obligations under this Agreement which are to be performedor complied with by it prior to or on the Closing Date, and Seller shall havereceived a certificate signed by an officer of Buyer as to the satisfaction ofthis condition.

Section10.3  HSR Act.  Any waiting period applicable to the consummation ofthe transactions contemplated by this Agreement under the HSR Act or anysimilar act or law of any applicable foreign jurisdiction shall have expired orbeen terminated, and no action shall have been instituted by any GovernmentalAuthority challenging or seeking to enjoin the consummation of the transactionscontemplated by this Agreement, which action shall not have been withdrawn orterminated.

Section10.4 No Order.  No statute, rule, regulation, executive order, decree,ruling, or preliminary or permanent injunction shall have been enacted,entered, promulgated, or enforced by any Governmental Authority or arbitratorthat prohibits, restrains, enjoins, or restricts the consummation of thetransactions contemplated by this Agreement that has not been withdrawn orterminated; and no Action shall have been commenced by or before anyGovernmental Authority or arbitrator against Buyer or Seller, seeking torestrain or materially and adversely alter the transactions contemplated bythis Agreement; *provided*, *however*, that the provisions of this Section10.4 shall not apply if Seller has directly solicited or encouraged any such Action.

Section10.5  Bankruptcy CourtApproval.  The Sale Order shall have been entered by theBankruptcy Court, and shall have become a Final Order.

Section10.6  Assignment andAssumption.  Buyer shall have delivered to Seller an agreementexecuted by Buyer assuming all of Seller's rights and obligations under theOff-Take Agreement and the Executory Contracts.

Section 10.7  Bank Guaranty Release.  Seller shall have received the Bank Guaranty Release.

Section 10.8  Deed of ChargeRelease.  Seller shall have entered into an agreementsubstantially in the form of the Novation and Variation of Deed of Charge(Shares and Securities) dated May 7, 2003, among Farmland TrinidadLimited, MCTL, Farmland, Seller, KMS, JP Morgan Chase Bank and PLN (formerlyknown as Farmland MissChem Limited) releasing Seller from its obligations underthe Deed of Charge (Shares and Securities) dated as of November 10, 1998.

ARTICLE XI     POST CLOSING.

Section11.1         Further Assurances.  Each party shall, from time to time at the reasonablerequest of the other, and without further consideration, execute and deliversuch other instruments of sale, transfer, conveyance, assignment,clarification, and termination, and take such other action as the party makingthe request may reasonably require to effectuate the intentions of the partiesand the transactions contemplated hereunder and related hereto, including thoserequired to sell, transfer, convey and assign to, and vest in Buyer, and toplace Buyer in possession of the Transferred Shares, the Off-Take Agreement,the Executory Contracts, the Shareholders Agreement and the LLC Agreement. Seller intends to convey the Transferred Shares, the Off-Take Agreement, theExecutory Contracts, the Shareholders Agreement and the LLC Agreement atClosing; *provided*, *however*, if it is determined after Closingthat any of the Transferred Shares, the Off-Take Agreement, the ExecutoryContracts, the Shareholders Agreement or the LLC Agreement were not in factconveyed to Buyer, or that the Transferred Shares, the Off-Take Agreement, theExecutory Contracts, the Shareholders Agreement or the LLC Agreement areincorrectly held in the name of Seller, then each party shall take all suchaction necessary to promptly and correctly convey any Transferred Shares, theOff-Take Agreement, the Executory Contracts, the Shareholders Agreement or theLLC Agreement to Buyer.  In addition, within twenty (20) days after theEffective Time, Seller shall use Best Efforts to (a) cause all confidential orproprietary information (however defined in any confidentiality,non-disclosure, or similar agreement) related to the Business or theTransferred Subsidiaries to be returned to Seller or destroyed pursuant to theterms of such agreements or (b) assign all confidentiality, non-disclosure, orsimilar agreements related to the Business or the Transferred Subsidiaries toBuyer.

Section11.2         Books and Records; Personnel.  Except in the ordinary course of business of such partyregarding its own general records or in compliance with such party's generalrecord retention policies, until the seventh anniversary of the Closing Date,Buyer and Seller will maintain all books and records, including electronic andcomputerized records, that relate to the pre-Closing business, operations,assets and properties related to the Business, and shall give each other partyfull and complete access during regular business hours to all such books,records, and personnel to the extent reasonably required to enable such otherparty to satisfy its respective obligations hereunder or under applicable law. In addition to the foregoing, neither Seller nor Buyer shall, without ninety(90) days prior written notification (a "Destruction Notice")to the other, destroy any pre-Closing books and records, including electronicand computerized records, related to the Business, unless such destruction isto occur in the ordinary course of business of the party destroying such booksand records, or in compliance with such party's general record retentionpolicies.  Following receipt of a Destruction Notice, if Seller or Buyer, asapplicable, advises the other party in writing within such ninety (90) dayperiod, the applicable party will promptly deliver the applicable books andrecords to the other.

Section11.3       Seller's Name.  To the extent trademarks, service marks, brand names,logos or trade, corporate or business names of Seller or any of Seller'sAffiliates related to the Business ("Business Intellectual Property")are not included in the assets of the Transferred Subsidiaries, Seller herebygrants to Buyer a non-exclusive, nontransferable, non-sublicensable (except toBuyer's Affiliates) license to use the Business Intellectual Property in suchcountries as Seller or its Affiliates, as applicable, have rights in suchBusiness Intellectual Property, solely in connection with Buyer's operation ofthe Business, including in connection with the marketing and sale of productsand services of the Business.  Such license shall terminate forty-five (45)days after the Closing Time.

ARTICLEXII     INDEMNIFICATION.

Section12.1     Indemnification by Seller.  From and after the Closing, to the fullest extentpermitted by law, Seller shall indemnify, defend and hold Buyer, any Affiliatesof Buyer, and their respective shareholders, partners, officers, directors,members, representatives, managers, employees, agents and assigns (each, a"Buyer Indemnified Party") harmless, from and against any andall Damages incurred by any Buyer Indemnified Party in connection with orarising or resulting from any one or more of the following:

                         (a)   any misrepresentation or breach of any representation or warranty,without regard to qualifications as to Knowledge, materiality or MaterialAdverse Effect contained in such representations and warranties (provided thatSeller shall under no circumstances be obligated to indemnify, defend or holdharmless any Buyer Indemnified Party pursuant to this Section 12.1(a) for anymisrepresentation or breach of a representation or warranty made by Seller inthis Agreement if, on the date hereof, Buyer had Knowledge of suchmisrepresentation or breach);

                         (b)  any failure by Seller or any Transferred MissChem Subsidiary to complywith any applicable transfer laws or similar laws, and any claims against Buyerby creditors of Seller or any Affiliate of Seller (except with respect to theAssumed Liabilities);

                         (c)    the possession,ownership, use, or operation of the Transferred Shares or the assets of theTransferred MissChem Subsidiaries prior to the Closing Time;

                         (d)  all liabilities and obligations of Seller other than the AssumedLiabilities; and 

                         (e)   the enforcement of indemnification rights under this Section 12.1.

Section12.2         Indemnification by Buyer.  From and after Closing, and to the fullest extentpermitted by law, Buyer agrees to indemnify, defend and hold Seller and itsAffiliates, shareholders, partners, officers, directors, managers,representatives, employees, agents and assigns (each, a "SellerIndemnified Party") harmless, from and against any and all Damagesincurred by any Seller Indemnified Party in connection with or arising orresulting from any one or more of the following:

                         (a)   any misrepresentation or breach of any representation or warranty, ornonfulfillment of any covenant or obligation of Buyer under this Agreement orany misrepresentation in any statement, document or certificate furnished or tobe furnished to Seller pursuant to this Agreement;

                         (b)   any EnvironmentalCondition at, on or under or arising or emanating from any of the assets of anyTransferred Subsidiary solely arising from Buyer's or such TransferredSubsidiary's possession, ownership, use, or operation of the assets of theTransferred Subsidiaries after the Closing Time, including any loss, propertydamage, injury to, or death of any third-party arising therefrom;

                         (c)    solely arisingfrom Buyer's possession, ownership, use or operation of the Transferred Shares,the Business or the assets of the Transferred Subsidiaries after the ClosingTime (except that Buyer shall have no duty to indemnify under this Section 12.2(c) with respect to any Environmental Condition, which is covered exclusively by the provisions of Section 12.2(b));

                         (d)  the enforcement of indemnification rights under this Section 12.2; and

                         (e)   the Assumed Liabilities.

Section12.3         Indemnification Procedures.  If any Buyer Indemnified Party or Seller IndemnifiedParty (each, an "Indemnified Party") receives notice of anyclaim or the commencement of any Proceeding by any Person other than theparties to this Agreement or their Affiliates (a "Third Party Claim")with respect to which another party (each, an "Indemnifying Party")is obligated to indemnify pursuant to Section 12.1, Section 12.2, or Section 12.4, the Indemnified Party shall promptly give the Indemnifying Party or Parties written notice thereof.  Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary)of Damages that has been or may be sustained by the Indemnified Party inconnection therewith.  In the event of a Third Party Claim, the IndemnifiedParty shall be entitled to assume and control the defense of such Third PartyClaim and to appoint counsel of the Indemnified Party's choice at thereasonable expense of the Indemnifying Party to represent the Indemnified Partyin connection with such Third Party Claim.  The Indemnifying Party shallcooperate with the Indemnified Party and its counsel and be allowed to participatein such defense and, at the Indemnifying Party's reasonable expense, makeavailable to the Indemnified Party all witnesses, records, materials, andinformation in the Indemnifying Party's possession or under the IndemnifyingParty's control relating thereto as may be reasonably requested by theIndemnified Party, and in contesting any claim, demand or Proceeding which theIndemnified Party defends, or, if appropriate and related to the claim, demandor Proceeding in question, in making any counterclaim against the Personasserting the Third Party Claim, or any cross-complaint against any Person. The Indemnified Party or its counsel shall keep the Indemnifying Partyreasonably and periodically informed as to the status of the Third PartyClaim.  The Indemnified Party shall not, without the written consent of theIndemnifying Party (which consent shall not be unreasonably withheld ordelayed), settle or compromise any Third Party Claim if, (i) in connection withthe settlement or compromise of such Third Party Claim, the amount of Damagesand other costs of the Indemnified Party, together with all such Damages forwhich the Indemnifying Party has already indemnified the Indemnified Party,will not exceed, in the aggregate, the Indemnification Holdback, or (ii) thesettlement or compromise of such Third Party Claim would otherwise have amaterial non-monetary adverse effect on the Indemnifying Party.

Section12.4      Tax Indemnification.

                         (a)    Following theClosing, Seller shall indemnify, defend and hold the Buyer Indemnified Partiesharmless from (i) any and all Damages with respect to Taxes of the TransferredSubsidiaries for all Pre-Closing Tax Periods (provided that Seller shall not beliable for such Damages with respect to PLN and LLC if, on the date hereof,Buyer has Knowledge of such Damages, and, to the extent Buyer does not havesuch Knowledge, Seller shall only be liable for one-half of such Damages withrespect to PLN and LLC) and (ii) any and all Damages arising out of, resultingfrom or incident to any breach by Seller of any representation or warranty in Section5.14 or nonfulfillment of any covenant or obligation of Seller in Article VIII, except to the extent that any such Damages are otherwise indemnified pursuant to the foregoing clause (i).

                         (b)  Following the Closing, Buyer shall indemnify, defend and hold the SellerIndemnified Parties harmless from (i) all liability for Taxes of theTransferred Subsidiaries for all Post-Closing Tax Periods and (ii) any and allDamages arising out of, resulting from or incident to any breach by Buyer ofany covenant or obligation of Buyer in Article VIII, except to the extentthat any such Damages are otherwise indemnified pursuant to the foregoingclause (i).

                         (c)    In the case ofany Straddle Period:

                                           (i)     real, personal and intangible property Taxes and any other Taxes leviedon a per diem basis ("Per Diem Taxes") of the TransferredSubsidiaries allocable to a Pre-Closing Tax Period shall be equal to the amountof such Per Diem Taxes for the entire Straddle Period multiplied by a fraction,the numerator of which is the number of days during the Straddle Period thatare in the Pre-Closing Tax Period and the denominator of which is the totalnumber of days in the Straddle Period; and

                                           (ii)    the Taxes of the Transferred Subsidiaries (other than Per Diem Taxes)for any Pre-Closing Tax Period shall be computed as if such taxable periodended as of the close of business on the Closing Date.

                         (d)  Seller's indemnity obligation in respect of Taxes for a Pre-Closing TaxPeriod shall be effected by a release from the Indemnification Holdback EscrowAccount of an amount equal to the excess of (i) any such Taxes for aPre-Closing Tax Period (as evidenced by any Tax Return prepared in accordancewith Section 8.3(a) or as otherwise indicated in a written notice prepared by Buyer) which Seller is obligated to pay pursuant to Section 12.4(a) over (ii) the amount of such Taxes paid by Seller or any of its Affiliates (other than the Transferred Subsidiaries) at any time plus the amount of such Taxes paid by the Transferred Subsidiaries on or prior to theClosing Date.  Seller and Buyer shall cause such excess to be released to Buyerwithin ten (10) days after written demand is made by Buyer.  If the amount ofany such Taxes paid by Seller or any of its Affiliates (other than theTransferred Subsidiaries) at any time plus the amount of such Taxes paid by theTransferred Subsidiaries on or prior to the Closing Date exceeds the amount ofsuch Taxes for the Pre-Closing Tax Period which Seller is obligated to paypursuant to Section 12.4(a), Buyer shall pay to Seller the amount of such excess within ten (10) days after the Tax Return with respect to the final liability for such Taxes is required to be filed with the relevant Governmental Authority.

Section12.5      Limitations on Indemnification Obligations; Exclusive Remedies.

                         (a)   The aggregate liability of Seller for all matters arising out of orrelated to this Article XII (including, without limitation, attorney'sfees and other expense incurred in connection with the defense of any claim pursuantto Section 12.3) shall not exceed an amount equal to the Indemnification Holdback.  The aggregate liability of Buyer for all matters arising out of or related to this Article XII (including, without limitation, attorney's feesand other expense incurred in connection with the defense of any claim pursuantto Section 12.3) shall not exceed an amount equal to $1,500,000.

                         (b)  Seller will be liable to the Buyer Indemnified Parties for Damages thatare indemnifiable pursuant to this Article XII only to the extent and inthe amount that the aggregate amount of Damages that are indemnifiable pursuantto this Article XII to all Buyer Indemnified Parties exceeds $300,000 (atwhich point the Buyer Indemnified Parties shall be entitled to indemnificationamounts only in excess of such threshold amount).  Buyer will be liable to theSeller Indemnified Parties for Damages that are indemnifiable pursuant to thisArticle XII only to the extent and in the amount that the aggregate amountof Damages that are indemnifiable pursuant to this Article XII to allSeller Indemnified Parties exceeds $600,000 (at which point the SellerIndemnified Parties shall be entitled to indemnification amounts only in excessof such threshold amount).

                         (c)   No party will have any obligation to indemnify any Seller IndemnifiedParty or Buyer Indemnified Party for any incidental, special or consequentialdamages.

                         (d)  Buyer shall only be entitled to indemnification to the extent thatBuyer's Damages have not been taken into account in the Closing Net WorkingCapital calculation or the calculation of the Remaining Shipping Prepayment.

                         (e)    To the extentany Damages of an Indemnified Party are reduced by receipt of payment under insurancepolicies (such net payment, a "Reimbursement"), suchReimbursement shall be credited against any such Damages.  If any Reimbursementis obtained subsequent to payment by an Indemnifying Party in respect of anyDamages, such Reimbursement shall be promptly paid over to the IndemnifyingParty.

                         (f)    Buyer and Seller hereby preserve all remedies to which they may beentitled arising out of, related to, in connection with or with respect to thisAgreement (i) for equitable relief, including injunctive relief and, withrespect to obligations arising after the Closing, specific performance, and(ii) in the case of fraud.  Except as provided in the foregoing sentence, fromand after the Closing, (i) the indemnification provided in thisArticle XII shall be the sole and exclusive remedy of any party heretoarising out of, related to, in connection with or with respect to thisAgreement, including without limitation any breaches of covenants,representations or warranties, and indemnifiable events under this Article XII,and (ii) each of the parties hereby waives, to the fullest extent it maylawfully do so, any other rights, causes of action, remedies or Damages that itmay have or assert against the other party in connection with this Agreementand the transactions contemplated hereby, whether under statutory or commonlaw, any Environmental Law, or securities, trade regulation or other LegalRequirements.

                         (g)   Seller's liability to Buyer Indemnified Parties with respect to PLN andLLC (as opposed to matters affecting solely the Transferred MissChemSubsidiaries) shall be limited to one half of any and all Damages with respectto PLN and LLC (as opposed to matters affecting solely the Transferred MissChemSubsidiaries), subject to the other limitations on indemnification obligationsset forth herein.

Section12.6     Release of Indemnification Holdback for Indemnification Claims.  Upon the resolution of any claim for Damages by anyBuyer Indemnified Party pursuant to this Article XII, an amount equal tothe indemnification payment, if any, to which such Buyer Indemnified Party isentitled shall be released to Buyer from the Indemnification Holdback.  On  thedate which is six (6) months after the Closing Date, Buyer and Seller shallpromptly cause the Indemnification Holdback Escrow Agent to pay to Seller bywire transfer an amount equal to any amounts remaining in the IndemnificationHoldback Escrow Account (including any interest that has been added thereto),less the amount of Buyer's reasonable estimate of any outstanding claim or claimsfor Damages which, as of such date, have not yet been fully and finallyresolved; *provided*, *however*, that if the amount of Damages withrespect to any such outstanding claims could reasonably be expected toincrease, the amount of Buyer's reasonable estimate of any such increase shallnot be released to Seller from the Indemnification Holdback Escrow Accountuntil such claims have been fully and finally resolved.  Any amounts remainingin the Indemnification Holdback Escrow Account after any indemnificationpayments contemplated by this Article XIIhave been made by Sellerto any Buyer Indemnified Party shall be released to Seller at such time as allclaims for Damages have been fully and finally resolved and all indemnificationpayments contemplated by this Article XII have been made by Seller.  Forclarity, examples are set forth on **Exhibit C**, Examples 12.6.

Section12.7      Survival.  Claims for Damages arising out of or related to thisArticle XII may be made by an Indemnified Party for a period of six (6)calendar months following the Closing Date; it being understood that in theevent notice of any claim for indemnification under this Article XII shallhave been given before the end of such six (6) calendar month period, theprovision that is the subject of such claim shall survive with respect to suchclaim and any related claims, until such time as such claim and any relatedclaims are fully and finally resolved.

Section12.8      Treatment of Indemnification Payments.  All indemnification payments made pursuant to thisArticle XII shall be treated by the parties as an adjustment to thePurchase Price unless otherwise required by applicable law.

ARTICLEXIII     TERMINATION, BREAK-UP FEE AND REMEDIES.

Section13.1         Termination.  This Agreement may be terminated on or prior to theClosing Date as follows: (a) by Buyer if a materialbreach of any provision of this Agreement has been committed by Seller and suchmaterial breach (if and to the extent such breach is capable of being cured bySeller) is not cured within ten (10) Business Days after Buyer has notifiedSeller in writing of Buyer's intention to terminate this Agreement pursuant tothis clause (a) or such breach has not been waived by Buyer (provided thatBuyer shall not be permitted to terminate this Agreement pursuant to this Section13.1(a) if, on the date hereof, Buyer has Knowledge of such breach); (b) by Seller if a material breach of any provision of this Agreement has been committed by Buyer and such material breach (if and to the extent suchbreach is capable of being cured by Buyer) is not cured within ten (10)Business Days after Seller has notified Buyer in writing of Seller's intentionto terminate this Agreement pursuant to this clause (b) or such breach has notbeen waived by Seller; (c) by Buyer if any condition in Article IX has not beensatisfied by March 5, 2004 or if the satisfaction of such a condition by suchdate is or becomes impossible (other than through the failure of Buyer tocomply with its obligations under this Agreement), and Buyer has not waivedsuch condition on or before such date; (d) by Seller if any condition inArticle X has not been satisfied by March 5, 2004 or if the satisfaction ofsuch a condition by such date is or becomes impossible (other than through thefailure of Seller to comply with its obligations under this Agreement), andSeller has not waived such condition on or before such date; (e) by Buyer (1) within five(5) Business Days after Buyer's receipt from Seller of a copy of any BidProtection Order entered by the Bankruptcy Court, if such Bid Protection Ordercontains any material change which is not satisfactory to Buyer in its sole andabsolute discretion or any immaterial change which is not satisfactory to Buyerin its reasonable discretion; *provided* that a material change shall bedeemed to include, without limitation, any change to, or deletion of, Section 5or Section 10 of the Auction and Bid Procedures; and *provided*, *further*,that if Buyer does not notify Seller that it is exercising its terminationright pursuant to this Section 13.1(e)(e)(1) prior to the expiration of such five-Business Day period, then the condition set forth in Section 9.3(a)(i) shall be deemed to have been waived by Buyer; and (2) within five (5) Business Days after Buyer's receiptfrom Seller of a copy of any Sale Order entered by the Bankruptcy Court, ifsuch Sale Order contains any material change which is not satisfactory to Buyerin its sole and absolute discretion or any immaterial change which is notsatisfactory to Buyer in its reasonable discretion; *provided*, that ifBuyer does not notify Seller that it is exercising its termination rightpursuant to this Section 13.1(e)(e)(2) prior to the expiration of such five-Business Day period, then the condition set forth in Section 9.3(a)(ii) shall be deemed to have been waived by Buyer; (f) by Buyer if (1) the Bid Protection Order has not been entered by the Bankruptcy Court by December 18, 2003 or Buyer has not received a copy of the Bid ProtectionOrder entered by the Bankruptcy Court from Seller on or prior to such date, or (2)  the Sale Order has not been entered by the Bankruptcy Court by January 30, 2004 orBuyer has not received a copy of the Sale Order entered by the Bankruptcy Courtfrom Seller on or prior to such date; (g) by Buyer, by written or oral noticeto Seller at the hearing at which the Bid Protection Order is being considered,if the Bankruptcy Court announces at such hearing that (i) it will not approvea Break-Up Fee in an amount equal to or greater than 3% of the EstimatedPurchase Price; or (ii) it will not approve, or will modify, Section 5 orSection 10 of the Auction and Bid Procedures; or (h) by Seller upon theconsummation of a sale of all or any portion of (A) the Fertilizer Assets or(B) the Equity Interests of any Person which directly or indirectly owns all orany portion of the Fertilizer Assets, in either case, to a Person or Personsother than Buyer pursuant to the Auction; (i) automatically in the eventSeller's Bankruptcy Cases shall be converted from cases under Chapter 11 tocases under Chapter 7 or dismissed, or any Person shall be granted relief fromthe automatic stay with respect to any of the Fertilizer Assets at any timeprior to Closing; or (j) by mutual written consent of the parties hereto.  Inthe event of termination by any party as provided above, written notice shallpromptly be given to the other party and, except as otherwise provided in Section13.2 below and the Auction and Bid Procedures, each party shall pay its own expenses incident to the preparation for the consummation of this Agreement and the transactions contemplated hereby.

Section13.2      Break-Up Fee.

                         (a)   After approval of the Bid Protection Order by the Bankruptcy Court,Seller shall comply in all respects with the Auction and Bid Procedures and theterms of this Agreement with respect to the payment of the Break-Up Fee.

                         (b)   Seller shall pay theBreak-Up Fee to Buyer (i) within two (2) Business Days after Buyer terminatesthis Agreement (A) pursuant to Section 13.1(a) or Section 13.1(c) for thefailure to satisfy a condition set forth in Section 9.1 or Section 9.2 of this Agreement, and the failure to satisfy such condition was caused, in whole or in part, by Seller's breach of Section 7.5(b) of this Agreement or (B) pursuant to Sections 13.1(e)(2) or 13.1(f)(2), and the failure of the Sale Order to be so entered or the entry of the Sale Order with such changes, as applicable, was caused, in wholeor in part, by any direct or indirect action or inaction by Seller, or (ii)upon the closing of the sale of all or any portion of (1) the Fertilizer Assetsor (2) the Equity Interests of any Person which directly or indirectly owns allor any portion of the Fertilizer Assets, in each case, to a Person or Personsother than Buyer.  Notwithstanding the foregoing, in the event Buyer terminatesthis Agreement pursuant to Section 13.1(a) or Section 13.1(c), Buyer shallnot be entitled to the Break-Up Fee pursuant to Section 13.2(b)(i)(A) in theevent any breach of Section 7.5(b) giving rise to such termination is cured within thirty (30) days (the "Initial 30 Day Break-Up Fee Period") after Buyer has notified Seller in writing of such breach (which Initial 30 Day Break-UpFee Period shall include the ten (10) Business Day period contemplated by Section9.1 and Section 13.1(a), as applicable); *provided* that Seller shall have an additional thirty (30) day period (commencing immediately upon the expiration of the Initial 30 Day Break-Up Fee Period) to cure suchbreach (the "Extended Break-Up Fee Cure Period") if Seller hasworked diligently and in good faith to cure such breach during the Initial 30Day Break-Up Fee Period, and such breach could reasonably be expected to becured within the Extended Break-Up Fee Cure Period.  In no event shall theInitial 30 Day Break-Up Fee Period be extended beyond the Extended Break-Up FeeCure Period.

Section13.3      Remedies.

                         (a)   Except as set forth in subsection (b) of this Section 13.3, if Closing does not occur, then within ten (10) days after termination of this Agreement, Seller shall cause the Earnest Money Escrow Agent to release the Earnest Money to Buyer by wire transfer of immediatelyavailable funds to such account as Buyer shall designate in writing; *provided,however,* that in the event this Agreement terminates pursuant to Section13.1(h), immediately upon such termination, Seller shall cause the EarnestMoney Escrow Agent to release the Earnest Money to Buyer.

                         (b)   If Seller terminatesthis Agreement pursuant to Section 13.1(b), (i) Seller shall be entitledto the Earnest Money as liquidated damages and not as a penalty and Buyer shallcause the Earnest Money Escrow Agent to release the Earnest Money to Seller bywire transfer of immediately available funds to such account as Seller shalldesignate in writing, and (ii) except in the case of fraud, Seller's right tothe Earnest Money shall be its sole and exclusive remedy for any Damagesarising out of or related to this Agreement or the transactions contemplatedhereby.  Upon receipt of the Earnest Money, Seller hereby waives and releaseseach Buyer Indemnified Party from any and all Damages arising out of or relatedto this Agreement or the transactions contemplated hereby.

                         (c)   Except in the case of fraud, the Earnest Money and the Break-Up Fee, ifapplicable, shall be Buyer's sole and exclusive remedy for any Damages arisingout of or related to this Agreement or the transactions contemplated hereby,and, upon receipt of the Earnest Money and the Break-Up Fee, if applicable,Buyer hereby waives and releases each Seller Indemnified Party from any and allDamages arising out of or related to this Agreement or the transactionscontemplated hereby.

Section13.4         Survival.  This Article XIII shall survive the termination ofthis Agreement.

ARTICLE XIV     MISCELLANEOUS.

Section14.1         Expenses.  Except as otherwise provided herein and the Auction andBid Procedures, each of the parties hereto agrees to be responsible for its owncosts incurred by it incident to the performance of its obligations hereunder,without right of reimbursement from the other, whether or not the transactionscontemplated by this Agreement shall be consummated, including, withoutlimitation, those costs incident to the preparation of this Agreement, and thefees and disbursements of legal counsel, accountants and consultants employedby the respective parties in connection with the transactions contemplated bythis Agreement.

Section14.2         Inform of Litigation.  During the period from the date of this Agreement tothe Closing Date, each party will promptly inform the other party in writing ofany litigation commenced or, to the Knowledge of such party, Threatened againstsuch party in respect of the transactions contemplated by this Agreement or theBusiness.

Section14.3         Assignment.  This Agreement may not be assigned by operation of lawor otherwise by Seller without the prior written consent of Buyer, except thatSeller shall have the right to assign any rights it has under this Agreementafter the Closing as required by any plan of reorganization filed in theBankruptcy Cases.  This Agreement may not be assigned by operation of law orotherwise by Buyer  without the prior written consent of Seller, except thatBuyer may, without prior consent of Seller, transfer or assign by operation oflaw or otherwise this Agreement to any Affiliate or subsidiary of Buyer,provided that in the event Buyer assigns all or a portion of its rights andobligations under this Agreement, Buyer hereby unconditionally and irrevocablyguarantees to Seller the prompt and full discharge by such subsidiary orAffiliate of all of Buyer's obligations under this Agreement in accordance withthe terms hereof and Seller shall not be required to pursue any remediesagainst such subsidiary or Affiliate hereunder prior to pursuing against Buyer.**** Upon such transfer of rights by Buyer, such entities will have the rightto enforce Buyer's rights under this Agreement, including without limitationthe right to pursue any remedies allowed under the terms of this Agreementagainst Seller hereunder.  The parties acknowledge that at the Closing, Sellershall transfer directly to (i) Caribbean Ammonia Limited, all of Seller'sEquity Interests in PLN, through the sale of all of the issued and outstandingEquity Interests in MCHI, certain Assumed Liabilities, certain ExecutoryContracts, and the Shareholders Agreement, (ii) to Koch Nitrogen InternationalSárl, the Off-Take Agreement and certain Assumed Liabilities, and (iii) to KochNitrogen Transportation, Ltd., the Equity Interests in LLC, the LLC Agreementand certain Assumed Liabilities. 

Section14.4         Governing Law.  This Agreement shall be governed by and construed andinterpreted in accordance with the laws of the State of New York applicable toagreements made and to be performed entirely within such state, including allmatters of construction, validity and performance.

Section14.5         Amendment and Modification.  No amendment, modification, waiver, replacement,termination, or cancellation of any provision of this Agreement will be valid,unless the same will be in writing and signed by Buyer and Seller.

Section14.6         Notices.  All notices, deliveries, requests, demands and othercommunications hereunder shall be made in writing.  Notices and otherdeliveries shall be deemed to be duly given if delivered by hand, if mailed bycertified or registered mail with postage prepaid, if delivered by fax (withconfirmation confirmed) or if sent by nationally-recognized overnight courieras follows:

          If to Seller:

          Mississippi Chemical Corporation

          P.O. Box 388

          Yazoo City, Mississippi 39194

          Attention:  Corporate Secretary

          Fax: (662) 751-2912

          With a copy to:

          Vinson & Elkins L.L.P.

          3700 Trammell Crow Center

          2001 Ross Avenue

          Dallas, Texas 75201-2975

          Attention: Alan J. Bogdanow

          Fax: (214) 220-7716

          With a copy to:

          Phelps Dunbar L.L.P.

          111 East Capitol Street, Suite 600

          Jackson, Mississippi 39201-2122

          Attention: James W. O'Mara

          Fax: (601) 360-9777

          If to Buyer or KMS:

          Koch Nitrogen Company

          4111 East 37th Street North

          Wichita, Kansas 67220

          Attention:  Jeffrey Walker, President

          Fax:  (316) 828-7946

          With a copy to (if applicable to KMS):

           Koch Mineral Services, LLC

          4111 East 37th Street North

          Wichita, Kansas 67220

          Attention:  President

          Fax:  (316) 828-7946

          With a copy to:

          Koch Nitrogen Company

          4111 East 37th Street North

          Wichita, Kansas 67220

          Attention:  Scott R. Flucke, Senior Counsel

          Fax:  (316) 828-3133

          With a copy to:

          Latham & Watkins LLP

          233 South Wacker Drive

          Sears Tower, Suite 5800

          Chicago, Illinois 60606

          Attention:  Josef Athanas and Richard S. Meller

          Fax:     (312) 993-9767

          or to such other addresses as either party may provide tothe other in writing.

Section14.7         Entire Agreement.  Except for the Confidentiality Agreement (which shallsurvive the execution and delivery of this Agreement but which shall terminateupon the earlier to occur of (a) the Closing and (b) the date that is one (1)year from the date hereof),****this Agreement, together with the exhibits,the Disclosure Schedule, and the certificates, agreements, documents,instruments and writings that are delivered pursuant hereto, constitutes theentire agreement and understanding of Buyer and Seller in respect of thesubject matter hereof and supersedes all prior understandings, agreements, orrepresentations by or among Buyer and Seller, written or oral, to the extentthey relate in any way to the subject matter hereof or the transactionscontemplated hereby.

Section14.8         Successors.  This Agreement shall be binding upon and shall inure tothe benefit of each of the parties hereto and to their respective successorsand permitted assigns.  In the event that a Chapter 11 trustee should beappointed for Seller, or in the event that Seller's Chapter 11 case should beconverted to a case under Chapter 7 (subject to Section 13.1(h)), theobligations of Seller hereunder shall be binding upon such trustee or successorChapter 7 estate.

Section14.9         Counterparts.  This Agreement may be executed in one or morecounterparts each of which shall be deemed an original but all of whichtogether shall constitute but one and the same instrument.

Section14.10      Severability.  The provisions of this Agreement will be deemedseverable and the invalidity or unenforceability of any provision will notaffect the validity or enforceability of the other provisions hereof; providedthat if any provision of this Agreement, as applied to any party or to anycircumstance, is adjudged by a Governmental Authority or arbitrator not to beenforceable in accordance with its terms, the parties agree that theGovernmental Authority or arbitrator making such determination will have thepower to modify the provision in a manner consistent with its objectives suchthat it is enforceable, and/or to delete specific words or phrases, and in itsreduced form, such provision will then be enforceable and will be enforced.

Section14.11      Headings.  The headings used in this Agreement are for convenienceonly and shall not constitute a part of this Agreement.

Section14.12      Schedules.  All of the exhibits and schedules attached hereto areincorporated herein and made a part of this Agreement by reference.

Section14.13      Jurisdiction.  So long as the Bankruptcy Cases are pending, anyProceeding between the parties hereto relating to this Agreement or to anyagreement, document or instrument delivered pursuant hereto or in connectionwith the transactions contemplated hereby, or in any other manner arising outof or relating to the transactions contemplated by or referenced in thisAgreement shall be commenced and maintained exclusively in the BankruptcyCourt, and the parties hereto submit themselves unconditionally and irrevocablyto the personal jurisdiction of such court.

                                                         [Signature page follows]

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                   INWITNESS WHEREOF, the parties hereto have caused this Agreement to be dulyexecuted as of the day and year first above written.
| MISSISSIPPI CHEMICAL CORPORATION                                                                                                                                                                                                                                                                |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Debtor-in-Possession                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                 |
| By:    /s/ Robert E.  Jones                                         |
| Name: Robert E.  Jones                                                   |
| Title:   Senior Vice President-Corporate  Development                                                                                                                                                                                                             |
| KOCH NITROGEN COMPANY, as Buyer                                                                                                                                                                                                                                                     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                     |
| By:    /s/ Brock D.  Nelson                                       |
| Name: Brock D.  Nelson                                                 |
| Title:   Vice President-Business  Development                                                                                                                                                                                                                        |
| KOCH MINERAL SERVICES, LLC, solely for                                                                                                                                                                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| purposes of Section 7.16                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                       |
| By:    /s/ Brock D.  Nelson                                                                         |
| Name: Brock D.  Nelson                                                                                   |
| Title:   Vice  President                                              |

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** Exhibits**

A     [RESERVED]

B-1     Earnest Money Escrow Agreement

B-2     Indemnification Holdback Escrow Agreement

B-3     Adjustment Amount Escrow Agreement

C     Net Working Capital and Closing Debt AmountMethodology and Example Calculations

D     [RESERVED]

E     Permitted Share Encumbrances

F     Remaining Shipping Prepayment Examples

G     Purchase Price Allocation

**Schedules**

4.2(a)(iii)     Legal Opinion of in-house counsel to Seller

4.2(a)(iv)     Legal Opinion of outside counsel to Seller RegardingShare Transfer

4.2(a)(v)    Legal Opinion of outside counsel to Seller Regarding No Consents

4.2(a)(vi)     Assignment and Assumption Agreement

4.2(b)     Legal Opinion of in-house counsel to Buyer

5.0     Disclosure Schedule

7.l(a)(1)     Auction and Bid Procedures

7.1(a)(2)     Bid Protection Order

7.l(a)(3)     Sale Order

7.12(a)     Executory Contracts

9.7     Scheduled Shut-Downs or Interruptions

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**SCHEDULE 7.1**

**Auction and Bid Procedures**

               Thefollowing sets forth the proposed bidding and auction procedures (the "Auctionand Bid Procedures") pursuant to which Mississippi ChemicalCorporation ("Seller") will solicit bids and seek authority tosell the business operations (the "Fertilizer Business")involving the production, distribution and sale of nitrogen fertilizer productscomprised of (i) 100% of the Equity Interests in Seller's wholly-ownedsubsidiary Mississippi Chemical Holdings, Inc. ("MCHI"),which, in turn, indirectly owns a 50% interest in Point Lisas Nitrogen Limited("PLN"), (ii) 50% of the Equity Interests in FMCL LimitedLiability Company ("LLC"), which together with PLN ownscertain assets associated with an anhydrous ammonia production facility in TheRepublic of Trinidad and Tobago, and (iii) all of Seller's rights in theOff-Take Agreement and the Executory Contracts (such Equity Interests andrights in the Off-Take Agreement and the Executory Contracts collectivelyreferred to hereafter as the "Fertilizer Assets" andindividually referred to hereafter as a "Fertilizer Asset"). 

               TheSeller has entered into a purchase agreement (the "Purchase Agreement")with Koch Nitrogen Company  (the "Buyer") for the sale of theFertilizer Assets (including the assumption and assignment of certain executorycontracts and unexpired leases) for an Estimated Purchase Price of $126,762,500(the "Purchase Price").  The Buyer has deposited earnestmonies totaling $4,000,000 (the "Buyer Deposit") with theEarnest Money Escrow Agent for the benefit of the Seller.

               Capitalizedterms used herein and not otherwise defined have the meanings ascribed to suchterms in the Purchase Agreement.

**SUBMISSION OF BIDS**

               1.     Bidswill be received for the Fertilizer Assets as a whole and may not be submittedsolely with respect to a portion of the Fertilizer Assets or an individualFertilizer Asset.

               2.     Uponwritten request to the Seller by any Person interested in submitting a bid, theSeller shall, upon execution by such Person of a confidentiality agreementsubstantially in the form of the confidentiality agreement executed by theBuyer, and upon delivery of evidence establishing to the Seller's reasonablesatisfaction such Person's financial capability and intent to timely consummatea transaction in terms of scope and value that is of interest to the Seller,provide such Person with access to relevant business and financial informationthat will enable such Person to evaluate the Fertilizer Business for thepurpose of submitting a competing offer.

               3.     AnyPerson (other than the Buyer) that would like to purchase the Fertilizer Assetsmust submit a bid (a "Competing Bid") prior to 5:00 p.m. onDecember 2, 2003 (the "Competing Bid Deadline").

               4.     Tobe a qualified bid considered by the Seller (a "Qualified Bid"),a Competing Bid shall remain open and irrevocable until the earlier to occur of(i) the closing of the relevant transaction pursuant to the Final AcceptedOffer (as defined below) or (ii) April 5, 2004 and shall:

                        a)   bemade by a Person (i) demonstrating, to the Seller's sole satisfaction, evidenceof committed financing or other ability to consummate the proposed transactionin a time period acceptable to the Seller (*provided, however,* that nobid subject to the procurement of financing or the finding of such financingshall be a Qualified Bid) and (ii) delivering, to the Seller's solesatisfaction, an offer that the Seller, in good faith, believes is reasonablylikely to lead to a Final Accepted Offer (as defined below) (a "QualifiedBidder");

                        b)   besubmitted in a writing substantially similar to the Purchase Agreement(identifying any proposed changes to the Purchase Agreement), signed by theQualified Bidder, identifying (i) the bidder and the members of its investorgroup, as applicable, (ii) the consideration offered in such Competing Bid,(iii) financial information regarding the bidder and its ability to consummatethe proposed transaction, and (iv) all terms and conditions of the CompetingBid.  If such Competing Bid includes non-cash consideration, the QualifiedBidder must also indicate such Qualified Bidder's opinion as to suchconsideration's cash equivalent amount and the methodology used in derivingsuch amount;

                        c)   (i)include copies of the Qualified Bidder's draft responses to Items 1, 2, and 3of the Notification and Report Form relating to the approval of the QualifiedBidder's purchase of the Fertilizer Assets by the Federal Trade Commission andthe Department of Justice in accordance with the Hart-Scott-Rodino Antitrust ImprovementsAct of 1976, as amended, if required to consummate the transaction (the"HSR Submissions"), (ii) represent that the Qualified Bidder is prepared to initiate immediately all actions necessary to obtain allother applicable regulatory approvals for the sale of the Fertilizer Assets,and (iii)) provide its good faith estimate of the time within which suchapprovals will be obtained;

                       d)   bea higher or better offer for the Fertilizer Assets, and such offer shall not beconsidered a higher or better offer unless (i) at a minimum, such Competing Bidprovides for aggregate consideration (including cash and non-cashconsideration) to the Seller's estate in an amount equal to or greater than thesum of (A) $500,000 plus the Purchase Price and (B) the Break-Up Fee (asdefined below) (the "Alternative Minimum Purchase Price") and (ii) itis not (A) subject to a condition based on the outcome of due diligence, orsimilar review, or corporate approval; (B) subject to conditions, representationsor terms unacceptable to the Seller in its sole and absolute discretion or (C)subject to the bidder receiving any break-up fee, termination fee, expense reimbursement or similar type of buyerprotection payment; *provided*, *however*, that Seller, in its sole and absolutediscretion, may add additional requirements by announcement prior to theAuction (defined below);

                       e)   includean earnest money deposit of no less than the amount of the Buyer Deposit, incash or a letter of credit in a form acceptable to Seller in Seller's sole andabsolute discretion (the "Initial Deposit"). The Seller reserves theright to condition its acceptance of any offer of a Qualified Bidder other thanthe Buyer on the provision of an additional deposit of cash or a letter ofcredit in a form acceptable to the Seller in the Seller's sole and absolutediscretion (the "Additional Deposit") (the Buyer Deposit, eachInitial Deposit and each Additional Deposit is eachsometimes referred to herein as a "Sale Deposit"); and

                        f)   besubmitted on or before the Competing Bid Deadline by delivering the completecompeting offer together with the Initial Deposit to Robert Jones, MississippiChemical Corporation, Owen Cooper Administration Building, 3622 Highway 49East, Yazoo City, Mississippi 39194.  Potential bidders may obtain copies ofthe Purchase Agreement from Robert B. Little at Vinson & Elkins L.L.P.,3700 Trammell Crow Center, 2001 Ross Avenue, Dallas, Texas 75201, (214)220-7931.  Seller will distribute copies of the Purchase Agreement to theCreditors' Committee in the Bankruptcy Cases (the "Creditors'Committee") and Seller's lenders under its pre-bankruptcy credit facilityand its debtor-in-possession financing facility (the "Lenders").

**BID PROTECTION**

               5.     TheBuyer shall be entitled, at the time provided in and subject to the terms andconditions set forth in the Purchase Agreement, to a break-up fee in the amountof 3% of the Purchase Price (the "Break-Up Fee").

               6.     TheSeller shall pay the Break-Up Fee by wire transfer of immediately availablefunds to such account as the Buyer may designate in writing.

**THE AUCTION**

               7.     IfCompeting Bids have been received by the Competing Bid Deadline, commencing onDecember 8, 2003, at 1:30 p.m. Central Time, the Seller shall receive additionalbids for the Fertilizer Assets at an Auction (as defined below).  The Auctionshall be organized and conducted by the Seller at the offices of Phelps DunbarLLP in Jackson, Mississippi (or such other place selected by the Seller), oninvitation to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the Auction, the Seller shall delivercopies of all Competing Bids (including all documents described in Section 4and the Seller's conversion of non-cash consideration into cash and themethodology used in deriving such amount) to the Buyer and each other QualifiedBidder.  Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shallbe in an amount of at least $500,000 in excess of the prior bid.  The Break-UpFee shall be taken into account in determining the highest or best bid in eachround of bidding.  The only Persons who will be permitted to bid at the Auctionare authorized representatives of the Buyer and each Qualified Bidder, in eachcase that are physically present at the Auction.  Each bid submitted at theAuction must comply with the procedures set forth herein for Competing Bids andcopies of each bid (including the Seller's conversion of non-cash considerationinto cash and the methodology used in deriving such amount) must be provided tothe Buyer and each other Qualified Bidder at the Auction.  All bids shall bemade in the physical presence of the Seller, Buyer and all other QualifiedBidders.  To facilitate a deliberate and orderly consideration of the CompetingBids, the Seller may adjourn the Auction at any time and from time to time andmay conduct multiple rounds of bidding.  If no Competing Bids are received by theCompeting Bid Deadline, no Auction will be held and the Buyer's offer shall bedeemed the highest or best bid.  

               8.     TheSeller shall not be deemed to have accepted any offer unless and until suchoffer and bid and the Seller's acceptance thereof have been subsequentlyauthorized by separate order of the Bankruptcy Court for the Southern Districtof Mississippi (the "Bankruptcy Court").

               9.     TheSeller is authorized to conduct the Auction in accordance with such additionalprocedures and requirements as the Seller shall from time to time announce,consistent with these Auction and Bid Procedures.

               10.   Atthe Auction, after the conclusion of bidding, and following consultation withthe Lenders and the Creditors' Committee, the Seller shall select the offerthat the Seller determines in its sole and absolute discretion to reflect thehighest or best value for the Fertilizer Assets (such offer, the "AcceptedOffer"), taking into account all relevant factors: including, but notlimited to, the terms and conditions of the proposed purchase agreement; thescope of the proposed transaction; the form and market value of any non-cashconsideration offered; the cost to the Seller's estate of any proposedcontribution to post-petition payables outstanding at closing or to curingbreaches of Executory Contracts that the maker of the Accepted Offer proposesto take by assignment; the amount of damages resulting from Executory Contractsthat are assumed or rejected; and the likelihood and timing of closing on such proposedtransaction.  If Buyer's offer is not selected as the Accepted Offer, thenimmediately upon selection of the Accepted Offer and for a period of three (3)hours thereafter Koch Mineral Services, LLC ("KMS") shall havethe right, pursuant to the Shareholders Agreement, to match the AcceptedOffer.  If such right is exercised by KMS in accordance with the immediatelypreceding sentence, such matching offer shall be deemed Buyer's "FinalAccepted Offer", but if KMS does not so exercise its matching right,the Accepted Offer previously selected shall be deemed the "Final AcceptedOffer".  If any offer is accepted after the Buyer's Final Accepted Offerin violation of these Auction and Bid Procedures, KMS shall have the rightunder the Shareholders Agreement to match such offer at any time during thesixty (60) day period following the acceptance of such offer.  In no eventshall KMS be required to participate in, or bid at, the Auction, other than toexercise its right to match at the conclusion of all bidding.

               11.   Atthe Auction, at the conclusion of bidding and after the exercise or expirationof Buyer's matching right, the Seller shall notify the Person submitting aFinal Accepted Offer (the "Successful Offeror") that suchPerson's offer has been determined by the Seller to be a Final Accepted Offer. One Business Day prior to the Sale Hearing (defined below), (a) the SuccessfulOfferor, if other than the Buyer, shall deliver any unpaid portion of anyAdditional Deposit to the Seller and (b) the Successful Offeror shall completeand sign all agreements and documents deemed by Seller as necessary to bind theSuccessful Offeror to all of the terms and conditions contemplated by the FinalAccepted Offer.  After notification that a Qualified Bidder is a SuccessfulOfferor, the Initial Deposit of such Successful Offeror shall be nonrefundableand any Additional Deposit of such Successful Offeror shall be nonrefundablewhen paid, except as otherwise set forth in such Successful Offeror's purchaseagreement.

               12.   EachSale Deposit, plus interest, received by the Seller shall be maintained in aninterest-bearing account and be subject to the jurisdiction of the BankruptcyCourt.

               13.   TheSale Deposit of the Successful Offeror shall be applied by the Seller againstthe purchase price to be paid by the Successful Offeror at the closing of thetransaction approved by the Bankruptcy Court.

               14.   Iffor any reason a Person submitting a Final Accepted Offer fails to consummatethe acquisition of the Fertilizer Assets, the offeror of the next highest orbest bid for the Fertilizer Assets (as determined by the Seller, afterconsultation with the Lenders and the Creditors' Committee) will automaticallybe deemed to have submitted a Final Accepted Offer, and the Seller isauthorized to effect the sale of the Fertilizer Assets to such offeror as soonas is commercially reasonable without further order of the Bankruptcy Court. If such failure to consummate the purchase is the result of a breach by aPerson submitting a Final Accepted Offer, any Sale Deposit deposited by suchPerson with the Seller shall be forfeited to the Seller, except as otherwiseset forth in such Person's purchase agreement.

               15.   Uponthe earlier of (i) the closing of the transaction pursuant to the FinalAccepted Offer, (ii) April 5, 2004 or (iii) as otherwise set forth in thePurchase Agreement, the Seller shall return to the unsuccessful Buyer, ifapplicable, and each unsuccessful Qualified Bidder, the Sale Deposits, togetherwith any interest paid thereon, submitted by such unsuccessful Buyer orunsuccessful Qualified Bidders.

               16.   TheAuction and Bid Procedures are solely for the benefit of the Seller and theBuyer, and nothing contained in the Sale Procedures Order shall create anyrights in any other Person or bidder.

               17.   TheBankruptcy Court shall retain jurisdiction to hear and determine all mattersarising from or relating to the implementation of the Sale Procedures Order.

**NOTICE OF AUCTION AND BID PROCEDURES, SALE MOTION ANDSALE HEARING**

               18.   Withinfive (5) Business Days after the entry of the Sale Procedures Order, the Sellershall serve via first-class mail a notice of the Auction and Bid Procedures,the Sale Motion and the Sale Hearing (defined below), in such form as theBankruptcy Court shall approve (the "Sale Notice"), on thefollowing entities: (i) all Persons that were contacted by the Seller or itsadvisors in connection with the marketing and sale process for the FertilizerBusiness; (ii) all other prospective offerors and parties-in-interest uponwritten request to the Seller; and (iii) all Persons pursuant to BankruptcyRules 6004(a), 6004(c), 6006(c) and 9014.  Service pursuant to Bankruptcy Rules6004(a), 6004(c), 6006(c) and 9014 shall be by first-class mail addressed tothe business address of such Persons appearing in the Seller's recordsnotwithstanding Bankruptcy Rule 9014.  In addition, the Seller shall publishthe Sale Notice (in summary form) in The Wall Street Journal (National Edition)or another national publication.  Pursuant to Bankruptcy Rule 2002, thisservice and publication of the Sale Notice shall constitute good and sufficientnotice of the Auction and Bid Procedures, the Auction, the Sale ProceduresOrder, the Sale Motion and the Sale Hearing (and any proceedings to be heldthereon) on all known and unknown creditors and parties-in-interest, includingall Persons entitled to service pursuant to Bankruptcy Rules 6004(a), 6004(c),6006(c) and 9014.

               19.   Objections,if any, to the Sale Motion shall be in writing, shall conform to the BankruptcyRules and local rules and orders of the Bankruptcy Court, shall set forth (i)the nature of the objector's claims against or interests in the Seller'sestate, (ii) the basis for the objection, (iii) the specific grounds therefor,and (iv) all evidence in support of said objection, and shall be filed andserved so as to be received on or before 4:30 p.m. Central Time on December 10,2003 by (a) each Person on the Master Service List and (b) counsel for theBuyer.  Any Person objecting to the Sale Motion that has not complied with therequirements of this paragraph shall not be heard at the Sale Hearing.  IfBuyer or any other Qualified Bidder objects to the Seller's determination of aCompeting Bid as a higher or better bid for the Fertilizer Assets, the sole andexclusive remedy of such Qualified Bidder shall be to bid under protest at theAuction and, upon compliance with this paragraph, have standing at the SaleHearing to contest the Seller's determination.

               20.   Exceptas set forth above, nothing otherwise contained in the Sale Procedures Ordershall be deemed to deprive any Person of the right to object timely to the SaleMotion, all of which rights will be expressly reserved by the Sale ProceduresOrder.

**SALE HEARING**

               21.   TheSale Hearing to consider the relief requested in the Sale Motion and toconsider whether to approve the Final Accepted Offer (the "Sale Hearing")shall be held before the Bankruptcy Court on December 11, 2003 at 2:30 p.m.Central Time, or at such other time as the Bankruptcy Court may determine.

               22.   TheSeller may extend the deadlines set forth in the Sale Procedures Order, mayrecess or adjourn the Auction at any time or from time to time, and/or may seekadjournment of the Sale Hearing, and/or may adopt and/or implement such otheror additional procedures or requirements consistent with these Auction and BidProcedures that in its sole and absolute discretion serve to further an orderlyauction and bid process, all without further notice.  The Seller shall filewith the Bankruptcy Court appropriate notices of adjournment with respect toany such extension or adjournment.

----

**Schedule 7.1(a)(2)**

** **

Bid ProtectionOrder

See attached

----

| IN THE UNITED  STATES BANKRUPTCY COURT

FOR THE SOUTHERN  DISTRICT OF MISSISSIPPI

In re:                                                                   )

 )

MISSISSIPPI CHEMICAL                               )

          CORPORATION,  *et al.*(1)                       )             CASE  NO. 03-02984 WEE

                                                                            )             Chapter  11

                                   Debtors.                           )             **Jointly  Administered**

____________________________________  ) |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

ORDER APPROVING (1) AUCTION AND BID PROCEDURES, (2)BREAK-UP FEE,(3) SCHEDULING OF FINAL SALE HEARING and(4) FORM AND MANNER OF NOTICE

               THISMATTER came before the Court on the Motion for Orders (1) Approving (a)Auction and Bid Procedures, (b) Break-Up Fee, (c) Scheduling of Final SaleHearing and (d) Form and Manner of Notice; and (2) Authorizing Sale of AssetsFree and Clear of Liens, Claims and Interests and Assumption of ExecutoryContracts in Connection Therewith (the "Motion") filed bythe Debtors and Debtors-in-Possession, Mississippi Chemical Corporation, *etal.*, * *("Debtors"). The Court in thisorder (the "Bid Procedures Order") addresses only that portionof the Motion seeking entry of an order (1) approving (a) Auction and BidProcedures, (b) Break-Up Fee, (c) scheduling of a final Sale Hearing, and (d)form and manner of Notice (the "Procedures"). Approval of theProcedures has been requested by the Debtors as the means for implementing andconducting the sale of the Debtors' equity interests in and assumption ofvarious contracts and liabilities related to certain business operationsinvolving the production. distribution and sale of nitrogen fertilizerproducts.

               THECOURT, having considered the Motion and the entire record in these proceedingsto date, the arguments presented by counsel for the various parties and thepremises, hereby finds and concludes as follows:

               1.     The Court has jurisdiction overthis matter pursuant to 28 U.S.C. §§ 157 and 1334. Venue in this district isproper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a coreproceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory predicatesfor relief sought herein include 11 U.S.C. §§ 105(a), 363 and 365 and Rules2002, 6004, 6006 and 9014 of the Federal Rules of Bankruptcy Procedures (the"Bankruptcy Rules"). All capitalized terms herein shall havethe meaning ascribed thereto in the Sale Agreement (as defined below andattached to the Motion as Exhibit "A") unless otherwisedefined herein. Furthermore, reference is made to the Sale Agreement ascontrolling with regard to all terms of the proposed transactions.

               2.     The Debtors seek to sell (a)100% of the Equity Interests in their wholly-owned, non-debtor subsidiary,Mississippi Chemical Holdings, Inc. ("MCHI"), which, in turn,indirectly owns a 50% interest in Point Lisas Nitrogen Limited ("PLN"), (b) 50% of the Equity Interests in FMCL Limited Liability Company ("LLC")which together with PLN owns certain assets associated with an anhydrousammonia production facility in The Republic of Trinidad and Tobago, and (c)Seller's rights in the Anhydrous Ammonia Purchase Agreement (EX-IM) dated as ofOctober 18, 1996, by and among Koch Nitrogen International Sàrl, Debtors, andPLN (the "Off-Take Agreement"). The Debtors further seek toassume and assign certain executory contracts in connection with thistransaction (the "Assumed Contracts," together with the EquityInterests in PLN and LLC and the Off-Take Agreement, the "Assets")(said sale, assumption and assignment, together with all other actionscontemplated by the Sale Agreement defined below, collectively the "Sale").

               3.     The Debtors have proceeded diligently toward negotiating andeffecting a successful sale of these Assets, both prior to and after thefilings of voluntary petitions herein.

               4.     The Debtors have entered into a Stock and Asset Purchase Agreement(the "Sale Agreement") with Koch Nitrogen Company ("Buyer")pursuant to which they seek to sell their Equity Interests in PLN and LLC toBuyer and to assign to Buyer or one or more of its affiliates the ExecutoryContracts, the Off-Take Agreement, the Shareholders Agreement and the LLCAgreement relating thereto. The Debtors have filed the Sale Agreement,including all attached schedules (the "Schedules"), with theCourt.

               5.     The Auction and Bid Procedures pursuant to which the Debtors seek toconduct and effectuate the Sale are fair, reasonable and serve valid businessjustifications. The Break-Up Fee is an integral part of the Auction and BidProcedures, is also reasonable and supported by valid business justificationand is justly designed to maximize the return to the Debtors' estates.

               6.     The Debtors have requested in the Motion approval of any Sale (i)resulting from the conduct of the Auction if Competing Bids have been receivedby the Competing Bid Deadline or (ii) to Buyer if no Competing Bids are receivedand no Auction occurs, which relief the Court will consider and address in aseparate order as more specifically set forth herein.

               7.     With respect to the Procedures and all matters addressed in thisOrder, due and proper notice has been given to all necessary parties.

               8.     The Debtors have good and sufficient business reasons for approvalof the Procedures and have exercised prudent and reasonable business judgmentwith respect thereto.

               9.     The Auction and Bid Procedures, including the Break-Up Fee,constitute a fair and reasonable exercise of the Debtors' business judgment andare fair, reasonable, were negotiated ingood faith and are in the best interests of the Debtors' estates and allinterested parties therein and should be approved in full.

               10.    Notice of the Sale and of the Auction in the form and mannerrequested in the Motion is also fair and reasonable under the circumstances andsufficient to provide adequate notice to all parties entitled thereto.

               11.    The Motion, with respect to the Procedures, is well taken and shouldtherefore be approved.

**ACCORDINGLY, IT IS HEREBYORDERED:**

               A.     Pursuant to 11 U.S.C. §§105(a), 363 and 365 and Bankruptcy Rules 2002,6004, 6006 and 9014, the Auction and Bid Procedures and the Break-Up Fee arehereby approved. The proposed form and manner of the Notice of the Sale and thefinal Sale Hearing are also hereby approved.

               B.     The Sale shall be conducted, and the Debtors are hereby fully authorizedto conduct the Sale, pursuant to the Auction and Bid Procedures attached heretoas Exhibit "A" and expressly made a part of this Order.

               C.     The Assets to be sold in accordance with this Order shall be free andclear of any and all liens, claims and interests, including without limitation,the Guaranty Agreement, dated as of November 15, 2002, made by MCHI in favor ofthe banks under the Amended and Restated Credit Agreement among MississippiChemical Corporation, Harris Trust & Savings Bank, individually and asAdministrative Agent, and the banks from time to time party thereto (the "MCHIGuaranty"), pursuant to 11 U.S.C. § 363(f).

               D.     To the extent that any objections to the Motion regarding the Procedureshave not been withdrawn or resolved by stipulation prior to the entry of thisOrder or are not resolved by the relief granted herein or as stated on therecord of the hearing, all such objections are overruled. Nothing herein shallprejudice the right of any party to object to the Sale at the Sale Hearing, andany such timely objection to the Sale shall not be affected by entry of thisorder.

               E.     Apreliminary hearing on approval of the Sale (i) resulting fromthe Auction if Competing Bids are received by the Competing Bid Deadline or(ii) to Buyer if no Competing Bids are received by the Competing Bid Deadline,in either case, shall be held on Tuesday, December 16, 2003, at 2:30 p.m.in the Bankruptcy Courtroom, Room 526, James 0. Eastland Courthouse, 245East Capitol Street, Jackson, Mississippi. If any timely objection is filedto the Sale, a final hearing on approval of the Sale shall take place on Wednesday, December 17, 2003, at 9:30 a.m., [and if needed, onFriday,December 19, 2003, at 9:30 a.m.] in the Bankruptcy Courtroom, Room 526,James 0. Eastland Courthouse, 245 East Capitol Street, Jackson, Mississippi.

               F.     Within five (5)businessdays after the entry of this Order, the Debtors shall serve via first-classmail a notice of the Auction and Bid Procedures, the Motion and the SaleHearing, substantially in the form annexed hereto as Exhibit B (the"Sale Notice"), on the following entities: (i) all partiesthat were contacted by the Debtors or its advisors in connection with themarketing and sale process of the Equity Interests being sold; (ii) all otherprospective offerors and parties in interests upon written request to theDebtors; and (iii) all parties pursuant to Bankruptcy Rules 6004(a), 6004(c),6006(c) and 9014. In addition, the Debtors shall publish the Sale Notice (insummary form) in The Wall Street Journal (National Edition) or another nationalpublication. Pursuant to Bankruptcy Rule 2002, this service and publication ofthe Sale Notice shall constitute good and sufficient notice of the Auction andBid Procedures, the Auction, this Order, the Motion and the Sale Hearing (andany proceedings to be held thereon) on all known and unknown creditors andparties in interest, including all persons entitled to service pursuant toBankruptcy Rules 6004(a), 6004(c), 6006(c) and 9014.

               G.     Any objection to the Sale shall be made in writing, shall conform to theBankruptcy Rules and local rules and orders of this Court, shall set forth (i)the nature of the objector's claims against or interests in Seller's estate,(ii) the basis for the objection, (iii) the specific grounds therefor, and (iv)all evidence supporting said objection and shall be filed with the Clerk ofCourt (mailing address: P.O. Box 2448, Jackson, MS 39225-2448; physicaladdress: 200 East Capitol Street, Suite 710, AmSouth Bank Building, Jackson, MS39201) so as to be stamped "FILED" by 4:00 p.m. Central Time onFriday, December 12, 2003, ("Objection Deadline") and servedon the following persons by such Objection Deadline: (a) Counsel for theDebtors, James W. O'Mara and Douglas C. Noble, Phelps Dunbar LLP, Ill EastCapitol, Suite 600, Jackson, Mississippi 39201 or Post Office Box 23066,Jackson, Mississippi 39225-3066; (b) Counsel for Harris Bank, James E.Spiotto, Chapman and Cutler, 111 W. Monroe Street, Chicago, Illinois 60603 andStephen W. Rosenblatt, Butler, Snow, O'Mara, Stevens & Cannada, PLLC, PostOffice Box 22567, Jackson, MS 39225-2567; (c) Counsel for Official UnsecuredCreditors' Committee, Thomas L. Kent, Orrick, Herrington & Sutcliffe,666 Fifth Avenue, New York, New York 10103 and Craig M. Geno, HarrisGeno, P.A., P.O. Box 3919, Jackson, Mississippi 39207-3919; (d) Office ofthe United States Trustee, Ronald H. McAlpin, Assistant United StatesTrustee, Suite 706, 100 W. Capitol Street, Jackson, Mississippi 39269; and (e) Counselfor Buyer, Josef S. Athanas, Latham & Watkins LLP, 5800 Sears Tower,233 5. Wacker Drive, Chicago, IL 60606.

               H.     Any Person objecting to the Sale that has not complied with therequirements of paragraph G shall not be heard at the Sale Hearing. If Buyer orany other Qualified Bidder objects to the Debtors' determination of a CompetingBid as a higher and better bid, the sole and exclusive remedy of such QualifiedBidder shall be to bid under protest at the Auction and, upon compliance withparagraph G, have standing at the Sale Hearing to contest the Debtors'determination.

               I.     Except as set forth above, nothing otherwise contained in this Ordershall be deemed to deprive any party of the right to object timely to the Sale,all of which rights will be expressly reserved by this Order.

               J.     The Auction and Bid Procedures are solely for the benefit of the Debtorsand the Buyers, and nothing contained in this Order shall create any rights inany other person or bidder.

               K.     The Court shall retain jurisdiction to hear and determine all mattersarising from or relating to the implementation of this Order.

SO ORDERED this the      day of____________     ,2003
|  

_____________________________________EDWARD ELLINGTON  United States Bankruptcy Judge |
|-----------------------------------------------------------------------------------------------|
| APPROVED:                                                                                             |
|-------------------------------------------------------------------------------------------------------|
|  

__________________________________

Attorney for Debtors                                      |
|  

__________________________________

Attorney for Official Committee for 

Unsecured Creditors |
|  

__________________________________

Attorney for Harris Trust and Savings Bank                |

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Schedule 7.1(a)(3)

Sale Order

See attached

----

| IN THE UNITED  STATES BANKRUPTCY COURT

FOR THE SOUTHERN  DISTRICT OF MISSISSIPPI

In re:                                                                    )

  )

MISSISSIPPI CHEMICAL                                )

     CORPORATION, *et al.*(1)                            )              CASE  NO. 03-02984 WEE

                                                                           )              Chapter  11

                                   Debtors.                           )              **Jointly  Administered**

___________________________________    ) |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

ORDER AUTHORIZING SALE OF ASSETS FREE AND CLEAR OFLIENS, CLAIMS AND INTERESTS and ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS IN CONNECTION THEREWITH

               THIS CAUSE camebefore the Court pursuant to the Motion for Orders (1) Approving (a) Auctionand Bid Procedures for Sale of Assets, (b) Break-Up Fee, (c) Scheduling ofFinal Sale Hearing, and (d) Form and Manner of Notice of Sale Hearing; and (2)Authorizing Sale of Assets Free and Clear of Liens, Claims and Interests andAssumption and Assignment of Executory Contracts in Connection Therewith(the "Motion") filed herein by theDebtors and Debtors-in-Possession, Mississippi Chemical Corporation, *et al.*,("Debtors") on October ___, 2003.  The Court has reviewed andconsidered the Motion and the entire record in this matter, including all ofthe arguments presented by counsel for the various parties, makes the followingfindings of fact and conclusions of law.

FINDINGS OF FACT

               THE COURT herebyfinds as follows:

               1.    Thefindings and conclusions set forth herein constitute the Court's findings offact and conclusions of law pursuant to Rule 7052 of the Federal Rules ofBankruptcy Procedure (the "Bankruptcy Rules"),made applicable to this proceeding pursuant to Bankruptcy Rule 9014.

               2.     Tothe extent that any of the following findings of fact constitute conclusions oflaw, they are adopted as such.

               3.     Allcapitalized terms herein shall have the meaning ascribed thereto in the SaleAgreement unless otherwise defined in this Order.

               4.     TheDebtors seek in the Motion authority to sell (A) 100% of the Equity Interestsin their wholly-owned, non-debtor subsidiary, Mississippi Chemical Holdings,Inc. ("MCHI"), which, in turn, indirectly owns a 50% interestin Point Lisas Nitrogen Limited ("PLN"), (B) 50% of the EquityInterests in FMCL Limited Liability Company ("LLC") and (c)Debtor's rights in the Anhydrous Ammonia Purchase Agreement (EX-IM) dated as ofOctober 18, 1996, by and among Koch Nitrogen International Sàrl, Debtors, andPLN (the "Off-Take Agreement")(collectively, with certainexecutory contracts to be assigned therewith, the "Assets"). PLN and LLC own certain assets associated with production and distribution ofanhydrous ammonia through facilities in The Republic of Trinidad and Tobago.

               5.     MCHIexecuted the Guaranty Agreement (the "MCHI Guaranty"), datedas of November 15, 2002, made by MCHI in favor of the banks under the Amendedand Restated Credit Agreement (the "Pre-Petition Credit Facility")among Mississippi Chemical Corporation, Harris Trust & Savings Bank,individually and as Administrative Agent, and the banks from time to time partythereto (the "Pre-Petition Lenders").  Pursuant to the termsof the Pre-Petition Credit Facility, the Debtors agreed to remit to the Pre-PetitionLenders all proceeds generated from any sale or disposition of the Assets;accordingly, all net cash proceeds of the Sale are to be paid to thePre-Petition Lenders at closing.

               6.     TheDebtors are also required under their Post-Petition Credit Agreement amongMississippi Chemical Corporation and the Banks Thereto and Harris Trust andSavings Bank, as Agent dated as of May 16, 2003, as amended (the "Post-PetitionCredit Agreement", and the Banks party thereto, collectively the"DIP Lenders") to consummate certain Liquidity Events (asdefined in the Post-Petition Credit Agreement) and to effectuate reductions ofthe indebtedness owed to the Pre-Petition Lenders therefrom.  The Courtapproved the Post-Petition Credit Agreement, as amended, pursuant to entryherein of the Final Financing Order Authorizing (1) Borrowing with PriorityOver Administrative Expenses and Secured by Liens on Property of the EstatesPursuant to Section 364(c) and Section 364(d) of the Bankruptcy Code, (2) theDebtors' Use of Cash Collateral and Granting Adequate Protection ThereforPursuant to Sections 361 and 363 of the Bankruptcy Code, and (3) Modifying theAutomatic Stay on October 2, 2003 (the "DIP Order"). Thus, the proposed Sale and the Liquidity Event resulting therefrom is anecessary step for the Debtors to comply with the terms of the Post-PetitionCredit Agreement and the DIP Order.

               7.     TheDebtors have proceeded diligently toward a successful sale of the Assets. 

               8.     Asa result, Mississippi Chemical Corporation ("Seller") has enteredinto a Stock and Asset Purchase Agreement (the "Sale Agreement") with Koch Nitrogen Company ("Buyer")for (a) the sale of the Assets, (b) the assignment to Buyer or one or more ofits affiliates of the Executory Contracts, the Off-Take Agreement, theShareholders Agreement and the LLC Agreement relating thereto and theassumption of certain specified liabilities for an Estimated Purchase Price of$126,762,500 (the sale, assumption and assignment, together with all othercontemplated actions in the Sale Agreement, are referred to collectively as the"Sale").  The Buyer has deposited earnest monies totaling$4,000,000 (the "Buyer Deposit") withthe Earnest Money Escrow Agent for the benefit of the Seller.

               9.     TheCourt entered its Order Approving (1) Auction and Bid Procedures, (2)Break-Up Fee, (3) Scheduling of Final Sale Hearing and (4) Form and Manner ofNotice (the "Bid Procedures Order") on ______, 2003granting that portion of the Motion seeking approval of the procedures by whichthe Debtors were to conduct the sale and approving the same in full.

               10.    On_____________, 2003, the Debtors served a notice (the "Sale Notice") of the Auction and Bid Procedures,the Motion and the hearing on the Sale (the "SaleHearing") in accordance with the Bid Procedures Order and incompliance with Bankruptcy Rules 6004(a), 6004(c), 6006(c) and 9014.  Pursuantto Bankruptcy Rule 2002, said service and publication of the Sale Noticeconstitutes good and sufficient notice of the Auction and Bid Procedures, theAuction, this Order, the Motion and the Sale Hearing (and any proceedings to beheld thereon) on all known and unknown creditors and parties in interest,including all Persons entitled to service pursuant to Bankruptcy Rules 6004(a),6004(c), 6006(c) and 9014 and no other or further notice of the Motion or theSale Hearing need be given.

               11.    Thecontracts to be assumed by the Debtors and assigned to Buyer at Closingpursuant to the Sale Agreement, including, without limitation, the Off-TakeAgreement (the "Assumed Contracts")constitute executory contracts.

               12.    TheCure Amounts, if any, arising from the Assumed Contracts, as set forth on ExhibitA hereto, are the true and correct amounts necessary to cure any existingdefaults under the Assumed Contracts.  Buyer has furnished adequate assuranceof future performance under the Assumed Contracts.

               13.    TheDebtors have marketed the Assets and conducted the sale process in accordancewith the Auction and Bid Procedures and the Bid Procedures Order.  Creditors,parties-in-interest and other entities have been afforded a reasonableopportunity to bid for the Assets.

               14.    TheSale Agreement and the transactions related thereto were negotiated and havebeen and are undertaken by the Debtors and the Buyer at arm's length, withoutcollusion and in good faith within the meaning of Section 363(m) of theBankruptcy Code.  The entire sale process was conducted in good faith withinthe meaning of Section 363(m) of the Bankruptcy Code.  As a result of theforegoing, the Debtors and the Buyer are entitled to the protections of Section363(m) of the Bankruptcy Code.

               15.    Soundbusiness reasons exist for the Debtors' immediate sale of the Assets pursuantto the Sale Agreement.  Entry into the Sale Agreement and consummation of thetransactions contemplated thereby constitute the exercise by the Debtors ofsound business judgment, and such acts are in the best interests of theDebtors, their estates, creditors and equity holders.  The Court finds that theDebtors have articulated good and sufficient business reasons justifying thesale of the Assets (including the assumption and assignment of the AssumedContracts) pursuant to Sections 105, 363 and 365 of the Bankruptcy Code.  Suchbusiness reasons include, but are not limited to, (a) the need to monetizethe Assets to address the ongoing and continued liquidity needs; (b) theSale Agreement constitutes the highest or best offer for the Assets;(c) the Sale Agreement and the Closing will present the best opportunityto realize the value of the Assets on an immediate basis; and (d) thetransactions taking place are necessary to permit the Debtors a reasonableopportunity to formulate a successful and feasible plan of reorganization.

               16.    TheDebtors have full corporate power and authority to execute the Sale Agreementand all other documents contemplated thereby, and the sale of the Assets(including the assumption and assignment of the Assumed Contracts) has beenduly and validly authorized by all necessary corporate power and authoritynecessary to consummate the transactions contemplated by the Sale Agreement. No consents or approvals, other than those expressly provided for in the SaleAgreement, are required for the Debtors to consummate the sale of the Assets orthe assumption and assignment of the Assumed Contracts.

               17.    Theconsideration to be realized by the Debtors pursuant to the Sale Agreement isfair and constitutes reasonably equivalent value for the Assets.  The PurchasePrice under the Sale Agreement is fair and reasonable and is sufficient valuefor the Assets.

               18.    TheBuyer would not have entered into the Sale Agreement and would not consummatethe transactions contemplated thereby if the sale of the Assets and theassignment of the Assumed Contracts were not free and clear of all interests,liens, claims and encumbrances (other than those expressly assumed in the SaleAgreement), which would materially and adversely impact the Debtors' estatesand would yield substantially less value for the Debtors' estates.

               19.    TheCourt has taken into account both the consideration to be realized directly bythe Debtors and the indirect benefit of such sale for other parties ininterest. Considering all of the circumstances, the transactions contemplatedby the Sale Agreement are in the best interests of the Debtors and theirestates, creditors and other parties in interest and should, therefore, beapproved in all respects.

CONCLUSIONS OF LAW

               THE COURT hereby concludes as follows:

               20.    Tothe extent that any of the following conclusions of law constitute findings offact, they are adopted as such.  [The Court incorporates by reference as iffully set forth herein the findings of fact and conclusions of law set forth onthe record of the Sale Hearing.]

               21.    ThisCourt has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334. Venue in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409.  Thisis a core proceeding pursuant to 28 U.S.C. § 157(b)(2).  The statutorypredicates for the relief granted herein include 11 U.S.C. §§ 105(a), 363, 3651146(c) and Bankruptcy Rules 2002, 6004, 6006 and 9014.

               22.    TheDebtors may sell the Assets and assign the Assumed Contracts free and clear ofall interests, liens, claims and encumbrances, including the MCHI Guaranty (asdefined in the Motion), because in each case all requirements of Section 363(b)and (f) of the Bankruptcy Code and any other applicable law relating to thesale of the Assets contemplated by the Sale Agreement (including the assumptionand assignment of the Assumed Contracts) have been satisfied.  Those partiesasserting liens on or other interests in the Assets who did not object to thesale of the Assets, or who have withdrawn their objections, are deemed to haveconsented pursuant to Section 363(f)(2) of the Bankruptcy Code.  Those partiesasserting liens on or other interests in the Assets who did object to the saleof the Assets and have not withdrawn such objections fall within one or moreother subsections of Section 363(f) of the Bankruptcy Code and are adequatelyprotected by having their liens and claims, if any, attach to the proceeds ofthe sale of the Assets (the "Sale Proceeds")ultimately attributable to the property against or in which they assert a lienor interest.

               23.    Thetransactions reflected in the Sale Agreement represent the highest or bestoffer received by the Debtors for the Assets.  As authorized under Section 363of the Bankruptcy Code, the Debtors have determined in their best businessjudgment that the Buyer's offer is the highest or best offer.

               24.    Thetransactions contemplated by the Sale Agreement have been bargained for and areundertaken at arm's length, without collusion, and in good faith as that termis used in Section 363(m) of the Bankruptcy Code.  The Buyer and the Debtorshave not engaged in any conduct that would cause or permit the Sale Agreement tobe avoided pursuant to Section 363(n) of the Bankruptcy Code.  In the absenceof a stay pending appeal, if the Buyer elects to consummate the Sale Agreementat any time after the entry of this Order, the Buyer shall be entitled to theprotections of Section 363(m) of the Bankruptcy Code if this Order or anyauthorization contained herein is reversed or modified on appeal.

               25.    TheAssets all constitute property of the Debtors' estates.  Subject to andconditioned upon the occurrence of the Closing, the sale of the Assets by theDebtors to the Buyer shall, effective as of the Closing, (a) constitute alegal, valid and effective transfer of the Assets, (b) vest the Buyer withall right, title and interest (including common law right) of the Debtors in andto the Assets (including, but not limited to, intangible property), free andclear of all liens (except as otherwise expressly assumed under the SaleAgreement), claims, interests and encumbrances pursuant to Section 363(f) ofthe Bankruptcy Code, known or unknown, fixed, liquidated, contingent orotherwise held by parties, including but not limited to any of the Debtors'creditors, equity holders, vendors, suppliers, employees or lessors, anygovernmental, tax or regulatory authorities, and any other person that is theholder of one of any such liens, claims, interests or encumbrances(collectively, the "Claimants") and(c) constitute transfers for reasonably equivalent value and fairconsideration under the Bankruptcy Code and applicable state law fraudulentconveyance or fraudulent transfer laws.

               26.    Subjectto the procedures set forth below, all requirements of Section 365 of theBankruptcy Code, and any other applicable law relating to the assumption andassignment of the Assumed Contracts contemplated by the Sale Agreement, havebeen satisfied. 

               27.    Anypayments to be paid to the Buyer pursuant to the Sale Agreement constituteadministrative expenses under Sections 503(b) and 507(a)(1) of the BankruptcyCode and shall be immediately payable if and when such obligations of theDebtors arise under the Sale Agreement without any further order of the Court.

               28.    Thetransactions contemplated by the Sale Agreement are determined to be under orin contemplation of the Debtors' filing of a plan of reorganization, and thesale and transfer of the Assets is deemed to be under or in contemplation of aplan solely for purposes of obtaining §1146 tax relief.

               29.    Allprovisions of this Order are nonseverable and mutually dependent.

               ACCORDINGLY, IT IS HEREBY ORDERED ASFOLLOWS:

               A.     The relief requested in the Motion is granted in all respects,and the Sale Agreement and the transactions contemplated thereby are approvedin all respects.

               B.     To the extent that any objections to the Motion have not beenwithdrawn or resolved by stipulation prior to the entry of this Order or arenot resolved by the relief granted herein or as stated on the record of theSale Hearing, all such objections are overruled.

               C.     The terms and conditions of the Sale Agreement are approved andthe sale of the Assets is authorized under Sections 105 and 363(b) of theBankruptcy Code, and the Debtors are hereby directed to effectuate the termsthereof.

               D.     The sale of the Assets to the Buyer shall be free and clear ofall right, title and interest (including common law right) of the Debtors (andany other party) in and to the Assets (including, but not limited to,intangible property).  Title to the Assets shall be immediately vested in theBuyer as of the Closing, free and clear of all liens (except as otherwiseexpressly assumed under the Sale Agreement), claims, interests and encumbrancespursuant to Section 363(f) of the Bankruptcy Code, known or unknown, choate orinchoate, fixed, liquidated, contingent or otherwise held by any Claimants,including without limitation all liabilities, debts, claims, liens, pledges,offsets, set-offs, recoupments and charges, employment-related claims, payrolltaxes and successor, transferee, antitrust, product, environmental, tax andother liabilities.  The Buyer shall not be liable in any way (as a successorentity or otherwise) for any claims that any of the Claimants or any otherthird party may have against the Debtors and the Assets, with the exclusive andlimited exception that the Buyer shall be liable for any liabilities expresslyassumed by the Buyer pursuant to the Sale Agreement (collectively, the "Assumed Liabilities").  All Claimants and anyother third parties are hereby permanently enjoined from asserting orprosecuting any claims (whether legal or equitable, secured or unsecured,matured or unmatured, contingent or non-contingent, senior or subordinated)against the Buyer, the Buyer's affiliates arising under or out of, inconnection with, or in any way relating to the Debtors, the Assets, thepossession, use, ownership or operation of the Assets prior to closing, or thetransfer of the Assets to the Buyer, other than the Assumed Liabilities.  Anyand all alleged liens, claims and encumbrances on such Assets, including thoseasserted by the Claimants or any of the Debtors' other secured lenders andsecured creditors, shall be transferred, affixed, and attached to the SaleProceeds with the same validity, priority, force, and effect as such liens hadupon the Assets immediately prior to the Closing.

               E.     Neither the purchase of the Assets, the assumption of the AssumedLiabilities, nor the subsequent operation of any businesses relating to theAssets previously operated by the Debtors shall cause the Buyer to be deemed asuccessor in any respect to the Debtors or any one of them.  The Buyer is not asuccessor in interest to the Debtors and shall not have any successor ortransferee liability for liabilities of the Debtors (whether under federal orstate law or otherwise) as a result of the sale of the Assets.  The Buyer shallnot be deemed a joint employer, co-employer or successor employer with theDebtors and shall have no obligation to pay wages, severance pay, WARN Actclaims, benefits or any other payment to employees of the Debtors except asexpressly set forth in the Sale Agreement.  By entering into the SaleAgreement, the Buyer has not assumed or otherwise become obligated for any ofthe Debtors' liabilities other than as set forth in the Sale Agreement.  TheBuyer shall not have successor or transferee liability or otherwise be liablein any way for any liabilities related to assets specifically excluded pursuantto the Sale Agreement (whether by contract, state law or otherwise).

               F.     The Buyer is hereby granted and is entitled to the protectionsprovided to a good-faith purchaser under Section 363(m) of the Bankruptcy Code,including, without limitation, with respect to the transfer of any AssumedContracts pursuant to Section 365 of the Bankruptcy Code and this Order.

               G.     The Debtors and each other person having duties orresponsibilities under the Sale Agreement or any related agreements or thisOrder (and their respective directors, officers, partners, members, agents,representatives and attorneys) are authorized and empowered (a) to carryout all of the provisions of the Sale Agreement and other related agreements;(b) to issue, execute, deliver, file and record, as appropriate, thedocuments evidencing and consummating the Sale Agreement and other relatedagreements; (c) to take any and all actions contemplated by the SaleAgreement, other related agreements and this Order; and (d) to performsuch other acts and execute and deliver such other documents as are consistentwith and necessary or appropriate to implement, effectuate and consummate theintent of the parties entering into the Sale Agreement and other relatedagreements to sell, assign and transfer from the Debtors to the Buyer theAssets and the Assumed Contracts, including making any non-materialmodifications, amendments or corrections of those agreements that may berequired so that they more fully reflect such intent, this Order and thetransactions contemplated thereby and hereby, all without further applicationto, or order of, the Court or further action by the respective directors,stockholders, partners or members of such entities.  Without limiting thegenerality of the foregoing, this Order shall constitute all approvals andconsents, if any, required by the laws of the states of incorporation of theDebtors and all other applicable business corporation, trust and other laws ofthe applicable governmental units with respect to the implementation andconsummation of the Sale Agreement, other related agreements and this Order andthe transactions contemplated thereby and hereby.

               H.     All entities in possession of some or all of the Assets at theClosing are directed to surrender possession of such Assets to the Buyer atClosing.  Except as specifically set forth in the Sale Agreement, following theClosing, no holder of any interests, liens, claims or encumbrances in oragainst the Assets or the Debtors shall interfere with the Buyer's title to oruse and enjoyment of the Assets based on or related to such interests, liens,claims or encumbrances or any actions that the Debtors may have taken or maytake in their chapter 11 cases.

               I.     The transfer of the Assets to the Buyer does not and will notsubject the Debtors or the Buyer, its affiliates or their designees to anyliability for any transfer, stamp, sales, use or similar tax or any so-called"bulk sale" law in all necessary jurisdictions related to the saleand transfer of the Assets to the Buyer, to the fullest extent permitted bySection 1146(c) of the Bankruptcy Code. All filing officers shall be, and theyhereby are, directed to accept for recording or filing, and to record or filethose documents by which the Assets will be assigned and conveyed that areintended to be recorded or filed and that are presented to them for recordingor filing, immediately upon presentation thereof, without payment of suchtaxes, and all recording officers are hereby directed to comply with theprovisions of this Order.

               J.     TheSale Proceeds shall be paid by the Buyer to the Debtors at the Closing orotherwise as provided in the Sale Agreement.  Upon receipt of the SaleProceeds, the Debtors shall pay from the Sale Proceeds all costs and expensesof the Sale and the Closing and all amounts which Debtors are required in theSale Agreement to pay at Closing, including Cure Amounts, and thereafterimmediately distribute the net Sale Proceeds to the Pre-Petition Lenders pursuantto the Pre-Petition Credit Agreement and the DIP Order.

               K.     Afterthe Closing, the Debtors shall have no liability for the Assumed Liabilitiesand all persons are enjoined from in any way pursuing the Debtors to recoverany claim which such person had against the Debtors in respect of the AssumedLiabilities.

               L.     TheSale Agreement and all other documents, agreements and instruments necessary toeffectuate and consummate the transactions contemplated by the Sale Agreement,together with the terms and provisions of this Order, shall be binding upon andshall inure to the benefit of the Debtors, the Buyer and their respectivesuccessors and assigns, notwithstanding any subsequent appointment of a trusteefor one or more of the Debtors under any chapter of the Bankruptcy Code, as towhich trustee such documents, agreements and instruments (and the terms andprovision thereof) shall be binding in all respects.

               M.     Pursuantto Sections 105(a), 363(b), 363(f), 365(a), 365(b) and 365(f) of the BankruptcyCode, the Debtors are hereby authorized to assume and assign to the Buyer, asof the Closing, each of the Assumed Contracts.

               N.     TheCure Amounts set forth on Exhibit A hereto are the true and correct cureamounts and are hereby authorized and directed to be paid in respect of anyAssumed Contract under Sections 363(b) and 365 of the Bankruptcy Code inaccordance with the terms of the Sale Agreement, at Closing or within three (3)business days thereafter.

               O.     Withinthree business days of the entry of this Order, counsel for the Debtors shallserve a copy of this Order on all counterparties to the Assumed Contracts.  Alldefaults or other obligations of the Debtors under the Assumed Contractsarising or accruing prior to the Closing shall be deemed cured upon payment ofthe Cure Amounts set forth on Exhibit A hereto at the Closing or as soon aspracticable thereafter.  The Cure Amounts set forth on Exhibit A hereto shallbe final and binding on all counterparties to the Assumed Contracts, and shallnot be subject to further dispute or audit based on performance prior to thetime of assumption and assignment, irrespective of whether such assumedexecutory contract or unexpired lease contains an audit clause.

               P.     TheBuyer shall assume all obligations of the Debtors under any Assumed Contractfirst arising from and after the Closing and shall not assume or bearresponsibility for any obligation under any Assumed Contract accruingthereunder prior to the Closing except to the extent such obligationconstitutes an Assumed Liability.  Upon assumption and assignment of anyAssumed Contract, the Debtors and their estates shall be relieved of anyliability for breach of such Assumed Contract whether occurring before or aftersuch assumption and assignment in accordance with Section 365(k) of the BankruptcyCode.

               Q.     Theassignment and transfer by the Debtors to the Buyer of the Assumed Contractsupon Closing constitutes assignment and transfer to the Buyer of all of theDebtors' right, title and interest (including common law rights) to all oftheir intangible property included in the Assumed Contracts.

               R.     TheBuyer has provided adequate assurance of its future performance under theAssumed Contracts and the proposed assumption and assignment of the AssumedContracts pursuant to this Order satisfies the requirements of the BankruptcyCode, including, but not limited to, Sections 365(b)(l) and 365(f) of theBankruptcy Code to the extent applicable.

               S.     Uponassignment to the Buyer, the Assumed Contracts shall be deemed valid andbinding, in full force and effect in accordance with their terms,notwithstanding any provision that purports to prohibit assignment or conditionassignment on approval by any party to an Assumed Contract, or to give anyparty to an Assumed Contract a right or option to effect any forfeiture,modification, right of first refusal, or termination of the Debtors' or theBuyer's interests or rights in any of the Assets or Assumed Contracts, and,pursuant to Section 365(k) of the Bankruptcy Code, the Debtors shall berelieved from any further liability.

               T.     Anyclaim scheduled by the Debtors or any proof of claim related to the Debtors'obligations under any Assumed Contract shall be disallowed to the extent thatsuch claim is based on obligations under such Assumed Contract.  TheCounterparties to the Assumed Contracts shall be forever barred, estopped andenjoined from (i) asserting any counterclaim, defense, setoff or otherclaim against the Buyer, Debtors or the reorganized Debtors based upon anydefaults that may exist under the Assumed Contracts as of the date of Closing,whether declared or undeclared, or known or unknown, (ii) asserting anyother claims arising under the Assumed Contracts prior to the date of thecommencement of the Debtors' chapter 11 cases, and (iii) objecting to theassumption and assignment of the Assumed Contracts on any grounds.

               U.     ThisOrder (a) shall be effective as a determination that, on the date ofClosing, all interests, liens, claims and encumbrances of any kind or naturewhatsoever (other than the Assumed Liabilities), including the MCHI Guaranty,have been unconditionally released, discharged and terminated, and that theconveyances described herein have been effected, and (b) shall be bindingupon and shall govern the acts of all persons and entities, including, withoutlimitation, all filing agents, filing officers, title agents, title companies,recorders of mortgages, recorders of deeds, registrars of deeds, administrativeagencies, governmental departments, secretaries of state, federal, state andlocal officials, and all other persons or entities who may be required byoperation of law, the duties of their office, or contract, to accept, file,register or otherwise record or release any documents or instruments, or whomay be required to report or insure any title or state of title in or to any ofthe Assets.

               V.     Onand after the Closing, each person or entity that has filed financingstatements, mortgages, mechanic's liens, lis pendens or other documents or agreements evidencinginterests with respect to the Assets is authorized and directed to execute suchdocuments and take all other actions as may be necessary to release theirinterests, liens, claims or encumbrances against the Assets, as such interestsmay have been recorded or may otherwise exist. If any person or entity that hasfiled financing statements, mortgages, mechanic's liens, lispendens, maritime liens or other documents oragreements evidencing interests with respect to the Assets shall not havedelivered to the Debtors prior to the Closing, in proper form for filing andexecuted by the appropriate parties, termination statements, instruments ofsatisfaction, releases of all interests which the person or entity has withrespect to the Assets, then (a) the Debtors are hereby authorized and directed toexecute and file such statements, instruments, releases and other documents onbehalf of such person or entity with respect to the Assets and (b) the Buyerand/or the Debtors are hereby authorized to file, register or otherwise recorda certified copy of this Order, which, once filed, registered or otherwiserecorded, shall constitute conclusive evidence of the release of all interests,liens, claims and encumbrances in the Assets of any kind whatsoever.  ThisOrder is deemed to be in recordable form sufficient to be placed in the filingor recording system of each and every federal, state and local governmentalagency, department or office.

               W.    Neitherthe Debtors nor the Buyer shall be required to pay any commissions to anybrokers in connection with the sale of the Assets and the assignment of theAssumed Contracts.

               X.     ThisCourt shall retain exclusive jurisdiction to (a) interpret and enforce theprovisions of the Sale Agreement (including any and all amendments thereto) andthis Order in all respects, (b) compel delivery of the Assets to theBuyer, (c) hear, determine and resolve any and all disputes arising fromthe construction or implementation of the Sale Agreement or this Order,(d) protect the Buyer against any interests, liens, claims or encumbrancesagainst or in the Assets, whether or not such interests, liens, claims orencumbrances attach to the Sale Proceeds, and (e) determine any disputesraised by non-Debtor parties concerning the assumption and assignment of theAssumed Contracts to the Buyer.

               Y.     Anyand all avoidance actions asserted or assertable by any of the Debtors underchapter 5 of the Bankruptcy Code or otherwise arising from payments madepursuant to or in connection with that certain Anhydrous Ammonia PurchaseAgreement (EX-IM) dated as of October 18, 1996, by and among MississippiChemical Corporation, Koch Nitrogen Company and PLN shall be, hereby are,deemed waived, released and forever discharged.

               Z.    Nothingcontained in any plan of reorganization confirmed in these chapter 11 cases orany order of this Court confirming such plan shall conflict with or derogatefrom the provisions of the Sale Agreement or the terms of this Order.

               AA.   NotwithstandingBankruptcy Rules 6004(g) and 6006(d), this Order shall be effective andenforceable immediately upon entry and its provisions shall be self-executing.

               BB.   Anyappeal seeking to enjoin or stay consummation of the sale of the Assets orassignment of the Assumed Contracts shall be subject to the appellant posting abond in an amount equal to the Purchase Price pending the outcome of suchappeal.

SO ORDERED thisthe ______ day of _________________, 2003.

 

                                                                      _______________________________________          

                                                                      UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT A

(Assumed Contracts and Cure Amounts)

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