EXHIBIT 10.8(b)
CF INDUSTRIES, INC. PRODUCT PURCHASE AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS, that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
pursuant to that certain Asset Purchase Agreement dated as of July 23, 1998 (the
"Asset Purchase Agreement"), between Gold Xxxx Inc., a Georgia agricultural
cooperative marketing association ("Gold Xxxx") and Southern States Cooperative,
Inc., a Virginia agricultural cooperative corporation ("Southern States"), Gold
Xxxx hereby assigns all of its rights and obligations under a certain Member
Product Purchase Agreement (executed September 16, 1975) between Gold Xxxx and
CF Industries, Inc., a Delaware corporation ("CF") (the "MPPA") to Southern
States, and Southern States accepts and assumes all such rights and obligations
to the same extent as if it had executed a new MPPA.
This agreement is further subject to the terms and provisions of that
certain letter agreement dated June 1, 0000, xxxxxxx XX, Xxxxxxxx Xxxxxx, and
Gold Xxxx, and shall be binding upon, and inure to the benefit of, Gold Xxxx,
Southern States, and their respective successors and assigns.
IN WITNESS WHEREOF, each of Gold Xxxx and Southern States has caused
this instrument to be signed and delivered by its duly authorized officer on
October 13, 1998.
GOLD XXXX INC.
By /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President and Chairman
SOUTHERN STATES COOPERATIVE, INC.
By /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and CEO
CONSENTED AND AGREED TO:
CF INDUSTRIES, INC.
By /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and CEO
