Exhibit 10.10
This
instrument
Prepared by and after
Recording return to:
Pamela
Pappas
Locke Liddell & Sapp LLP
600 Travis, Suite 3200
Houston, Texas 77002
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 ”).
WITNESSETH :
RECITALS :
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relating to the 1964 Lease, which Sublease was terminated and is no
longer in force or effect as evidenced in the Freeport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 Williams 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 Williams 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 Michael L. Bennett, 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
“ Kinder Morgan Real Property ”), (2) all
buildings,
