SECOND AMENDMENT TO
SECOND
AMENDMENT TO
THIS
SECOND AMENDMENT TO ANHYDROUS AMMONIA SALES AGREEMENT (this “Second Amendment”)
is dated November 3, 2006 and effective July 1, 2006 (the “Effective Date”), by
and between Xxxx Nitrogen Company (“KNC”), Xxxx Nitrogen International Sàrl
(KNI”) and collectively with KNC, “Xxxx”) and El Dorado Chemical Company
(“Buyer”).
W
I T N E
S S E T H :
WHEREAS,
Xxxx
and Buyer are parties to that certain Anhydrous Ammonia Sales Agreement dated
March 9, 2005, as amended by that certain First Amendment to Anhydrous Ammonia
Sales Agreement effective August 29, 2005 (collectively the “Agreement”), and
Xxxx and Buyer mutually desire to further amend the Agreement as hereinafter
provided.
NOW,
THEREFORE,
in
consideration of the mutual covenants and premises herein set forth and other
good and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto agree as follows:
1. DEFINED
TERMS.
Capitalized terms used but not defined herein shall have the meaning given
to
such terms in the Agreement.
2. TERM.
Section
II TERM of the Agreement shall be deleted in its entirety and replaced as
follows:
“Term
The term
of this Agreement (the “Term”) shall commence on 12:01 a.m. central time on
January 3, 2005 and shall terminate at 11:59 p.m. on December 31, 2008, unless
terminated earlier in accordance with this Agreement.”
3. PRICE.
Effective upon the Effective Date, subsections B. and C. of Section VI PRICE
of
the Agreement, shall be deleted in their entirety and replaced as follows:
“B.
Adder.
The
Adder shall be *** per short ton. However if the Ammonia Pipeline Transportation
Charge is modified as set forth in Section VI C. of the Agreement, the parties
agree to modify the Adder as set forth in Section VI C.”
“C.
Ammonia Pipeline Transportation Charge
. The Ammonia Pipeline Transportation Charge per short ton shall be *** per short ton from Xxxx, Louisiana or Sterlington, Louisiana to the Delivery Point for pipeline deliveries. In the event the Ammonia Pipeline Tariff rate changes for Taft, Louisiana, then the Ammonia Pipeline Transportation Charge for both injection points shall be changed to the revised Ammonia Pipeline Tariff rate as published for Taft, Louisiana. Notwithstanding the foregoing, starting January 1, 2007, for the first increase of the Ammonia Pipeline Transportation Charge in each calendar year of the Term, Seller will, up to a maximum
Ammonia Pipeline Transportation Charge
. The Ammonia Pipeline Transportation Charge per short ton shall be *** per short ton from Xxxx, Louisiana or Sterlington, Louisiana to the Delivery Point for pipeline deliveries. In the event the Ammonia Pipeline Tariff rate changes for Taft, Louisiana, then the Ammonia Pipeline Transportation Charge for both injection points shall be changed to the revised Ammonia Pipeline Tariff rate as published for Taft, Louisiana. Notwithstanding the foregoing, starting January 1, 2007, for the first increase of the Ammonia Pipeline Transportation Charge in each calendar year of the Term, Seller will, up to a maximum
1
PORTIONS
OF THIS DOCUMENT HAVE BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A
REQUEST
BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE
COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH
REQUEST.
***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY
THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.
of
***,
decrease the amount of the Adder by an amount equal to one-half (1/2) of
the
total increase in the Ammonia Pipeline Transportation Charge. For any other
increases of the Ammonia Pipeline Transportation Charge in the same calendar
year, the Adder shall not be changed.”
4. RATIFICATION
OF AGREEMENT.
Except
as expressly amended herein, the terms, covenants and conditions of the
Agreement shall remain in full force and effect without modification or
amendment, and the parties hereto ratify and reaffirm the same in its entirety.
5. MISCELLANEOUS.
This
Second Amendment shall be governed by and construed in accordance with the
laws
of the State of Kansas, without regard to the conflicts of laws principles.
In
the event that the terms of the Agreement conflict or are inconsistent with
those of this Second Amendment, the terms of this Second Amendment shall
govern.
The provisions of this Second Amendment shall be binding upon, and shall
inure
to the benefit of, the parties hereto and each of their respective
representatives, successors, and assigns. This Second Amendment may be executed
in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
2
***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY
THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.
IN
WITNESS WHEREOF, the
parties have caused this Second Amendment to be executed on the day and year
first written above and effective on the Effective Date.
XXXX
NITROGEN COMPANY
By:___________________________________________
Name:________________________________________
Title:_________________________________________
XXXX
NITROGEN INTERNATIONAL
SÀRL
By:__________________________________________
Name:________________________________________
Title:_________________________________________
EL
DORADO
CHEMICAL COMPANY
By:__________________________________________
Name:________________________________________
Title:_________________________________________