AMENDMENT TO LEASES
Exhibit 10.10
This instrument
Prepared by and after
Recording return to:
Prepared by and after
Recording return to:
Xxxxxx Xxxxxx
Xxxxx Xxxxxxx & Xxxx LLP
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Xxxxx Xxxxxxx & Xxxx LLP
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
AMENDMENT TO LEASES
This Amendment to Leases (this “Amendment”) is dated effective as of
, 2005. The parties hereto are the CITY OF BLYTHEVILLE, ARKANSAS
(“Landlord”) and TERRA NITROGEN, LIMITED PARTNERSHIP (“Tenant”).
Reference is herein made to that certain Lease and Agreement by and between Landlord, as Lessor,
and Continental Oil Company, as Lessee, dated December 1, 1964 and filed December 29, 1964 in Book
213, Page 343 of the records of Chickasawba District, Mississippi County, Arkansas (the
“Records”), as amended by that certain First Supplemental Lease and Agreement by and
between Landlord and Continental Oil Company, dated December 1, 1965 and filed in Book 224, Page
455 of the Records, as assigned by (1) that certain Agreement of Assignment and Assumption of Lease
(the “Freeport Assignment”) by and between Conoco Inc. (formerly called Continental Oil
Company), as assignor, Freeport-McMoRan Resource Partners, Limited Partnership (“Freeport
Partnership”), as assignee, and Agrico Chemical Company (“Agrico”), dated February 28,
1987 and filed February 27, 1990 in Book 392, Page 479 of the Records, and (2) that certain
Agreement of Assignment and Assumption of Lease by and between Freeport Partnership, as assignor,
and Agricultural Minerals Corporation (“AMC”), as assignee, dated February 28, 1990 and
filed March 1, 1990 in Book 392, Page 506 of the Records (collectively, the “1964 Lease”).
The property covered by the 1964 Lease and leased by Landlord to Tenant under the 1964 Lease is
defined as the “leased premises” in the 1964 Lease and is referenced herein as the “leased
premises”.
Reference is also made to that certain Sublease and Agreement by and between Continental Oil
Company and Agrico dated February 1, 1972 and filed November 24, 1975 in Book 291, Page 503 of the
Records (the “Sublease”) relating to the 1964 Lease, which Sublease was terminated and is
no longer in force or effect as evidenced in the Freeport Assignment.
Reference is also made to that that certain Lease and Agreement by and between Landlord, as Lessor,
and The Xxxxxxxx Companies, as Lessee, dated November 1, 1975 and filed November 26, 1975 in Book
295, Page 1 of the Records, as assigned by (1) that certain Agreement of Assignment and Assumption
of Lease by and between The Xxxxxxxx Companies, as assignor, and Freeport-McMoRan Acquisition
Partners (“Freeport Acquisition”), as assignee, dated February 28, 1987 and filed February
28, 1990 in Book 392, Page 494 of the Records, (2) that certain Agreement of Assignment and
Assumption of Lease by and between Freeport Acquisition, as assignor, and Freeport Partnership, as
assignee, dated June 5, 1987, and filed February 27, 1990 in Book 392, Page 486 of the Records, and
(3) that certain Agreement of Assignment and Assumption of Lease by and between Freeport
Partnership, as assignor, and AMC, as assignee, dated February 28, 1990 and filed March 1,
1990 in Book 392, Page 515 of the Records (collectively, the “1975 Lease”). The property
covered by the 1975 Lease and leased by Landlord to Tenant under the 1975 Lease is defined as the
“Project” in the 1975 Lease and is referenced herein as the “Project”.
Reference is also made to that certain Affidavit acknowledged April 7, 2000 and filed April 12,
2000 in Book 482, Page 577 of the Records, executed by Xxxxxxx X. Xxxxxxx, evidencing that AMC
contributed substantially all of its assets to Agricultural Minerals, Limited Partnership, and
Agricultural Minerals, Limited Partnership changed its name to Terra Nitrogen, Limited Partnership,
the Tenant named above.
Landlord is the current “Lessor” and Tenant is the current “Lessee” under both the 1964 Lease and
the 1975 Lease. The 1964 Lease and the 1975 Lease are sometimes collectively called the
“Leases.”
Reference is also made to (1) the real property described on Exhibit A attached hereto and
made a part hereof (the “Xxxxxx Xxxxxx Real Property”), (2) all buildings, structures,
fixtures, facilities, improvements, machinery, equipment, tanks, and other personal and related
property located on the Xxxxxx Xxxxxx Real Property, and (3) all accretions, easements, rights of
way, rights and appurtenances belonging or in any wise appertaining thereto (items (1) through (3)
above being collectively called the “Xxxxxx Xxxxxx Property”).
Reference is also made to (1) the real property described on Exhibit B attached hereto and
made a part hereof (the “Terra Plant Real Property”), (2) all buildings, structures,
fixtures, facilities, improvements, machinery, equipment, tanks, and other personal and related
property located on the Terra Plant Real Property which are covered by the Leases, and (3) all
accretions, easements, rights of way, rights and appurtenances belonging or in any wise
appertaining thereto (items (1) through (3) above being collectively called the “Terra Plant
Property”).
Landlord and Tenant acknowledge that the Xxxxxx Xxxxxx Property comprises a portion of the leased
premises under the 1964 Lease and a portion of the Project under the 1974 Lease. Landlord and
Tenant now desire to (1) amend the 1964 Lease to remove and withdraw the Xxxxxx Xxxxxx Property
from the 1964 Lease and from the leased premises, and (2) amend the 1975 Lease to remove and
withdraw the Xxxxxx Xxxxxx Property from the 1975 Lease and from the Project.
Landlord and Tenant also acknowledge that the Terra Plant Property comprises a portion of the
leased premises under the 1964 Lease and a portion of the Project under the 1975 Lease. Landlord
and Tenant also now desire to (1) amend the 1964 Lease to remove and withdraw all other property
other than the Terra Plant Property from the leased premises and the 1964 Lease so that the leased
premises under the 1964 Lease shall only include the Terra Plant Property, and (2) amend the 1975
Lease to remove and withdraw all other property other than the Terra Plant Property from the
Project and the 1975 Lease so that the Project under the 1975 Lease shall only include the Terra
Plant Property.
Landlord and Tenant also now desire to agree that the 1964 Lease and the 1975 Lease, as each are
amended hereby, continue in full force and effect.
In consideration of Ten Dollars ($10.00) and other good and valuable consideration and premises and
mutual agreements herein set forth, the receipt of which is hereby acknowledged, notwithstanding
anything to the contrary provided in the Leases, Landlord and Tenant hereby agree as follows:
1. The 1964 Lease is hereby amended to remove and withdraw the Xxxxxx Xxxxxx Property from the
description of the leased premises and from the 1964 Lease.
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2. The 1975 Lease is hereby amended to remove and withdraw the Xxxxxx Xxxxxx Property from the
description of the Project and from the 1975 Lease.
3. The 1964 Lease and the 1975 Lease are each hereby further amended to remove and withdraw all
other property other than the Terra Plant Property (a) from the description of the leased premises
under the 1964 Lease and from the 1964 Lease and (b) from the description of the Project under the
1975 Lease and from the 1975 Lease, so that the leased premises under the 1964 Lease and the
Project under the 1975 Lease shall only include the Terra Plant Property.
4. The recitals set forth above are agreed to by the parties hereto. If any provision of the
Leases conflicts with the provisions hereof, the provisions of this Amendment shall control.
Except as herein expressly modified, all terms and provisions of the Leases are and shall remain in
full force and effect and be binding on Landlord and Tenant. This Amendment may be executed in
several counterparts, and by the parties hereto in separate counterparts, and each counterpart,
when executed and delivered, shall constitute an original agreement enforceable against all who
sign it without production of or accounting for any other counterpart, and all separate
counterparts shall constitute the same agreement. This Amendment supersedes and cancels any and all
previous statements, negotiations, arrangements, brochures, agreements and understandings, if any,
between Landlord and Tenant with respect to the subject matter of this Amendment. The Leases and
this Amendment constitute the entire agreement of the parties with respect to the subject matter of
the Leases and this Amendment.
LANDLORD: | CITY OF BLYTHEVILLE, ARKANSAS | |||||
By: | /s/ Xxxxxxx Xxxxxxxx | |||||
XXXXXXX XXXXXXXX, MAYOR | ||||||
City Hall | ||||||
Second and Walnut | ||||||
Xxxxxxxxxxx, Xxxxxxxx 00000 |
ATTEST: | ||
/s/ Xxxxx Xxxxxx |
||
CITY CLERK |
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TENANT: | TERRA NITROGEN, LIMITED PARTNERSHIP | |||||
By: | TERRA NITROGEN CORPORATION, | |||||
general partner |
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||
Name: | Xxxxxxx X. Xxxxxxx | |||||
Title: | President |
Exhibit A – Xxxxxx Xxxxxx Real Property
Exhibit B – Terra Plant Real Property
Exhibit B – Terra Plant Real Property
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ACKNOWLEDGMENT
STATE OF ARKANSAS
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§ | |||
§ss. | ||||
COUNTY OF MISSISSIPPI
|
§ |
On this 30th day of June, 2005, before me, Xxxxxx X. Xxxxxxxx, the undersigned officer,
personally appeared Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxx who acknowledged themselves to be the Mayor
and the City Clerk of the City of Blytheville, Arkansas, a municipal corporation, and that they as
such Mayor and City Clerk, being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by themselves as Mayor and City
Clerk.
/s/ Xxxxxx X. Xxxxxxxx | ||||
NOTARY PUBLIC | ||||
(SEAL)
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ACKNOWLEDGMENT
STATE OF IOWA
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§ | |||
§ ss. | ||||
COUNTY OF WOODBURY
|
§ |
On this 6th day of May, 2005, before me, Xxxxx X. Xxxxxx the undersigned officer, personally
appeared Xxxxxxx X. Xxxxxxx, who acknowledged himself to be the President of Terra Nitrogen
Corporation, a Delaware corporation and general partner of and on behalf of Terra Nitrogen, Limited
Partnership, a Delaware limited partnership, and that he, as such President, being authorized so to
do, executed the foregoing instrument for the purposes therein contained, by signing the name of
the corporation on behalf of said partnership by himself as President.
/s/ Xxxxx X. Xxxxxx | ||||
NOTARY PUBLIC | ||||
(SEAL)
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Exhibit A
Legal Description of 731.1 Acre Tract (Save and Except 1.53 Acre Tract)
[TO BE ATTACHED]
Exhibit B
Terra Plant Real Property
[TO BE ATTACHED]
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