Exhibit 10.2
***** PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE OMISSIONS HAVE BEEN
INDICATED BY ASTERISKS (“*****”), AND THE OMITTED TEXT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
SECOND AMENDMENT
TO
MULTIPLE YEAR CONTRACT
FOR THE
PURCHASE AND SALE OF FERTILIZER
This Second Amendment is made and
entered into as of the 1st day of July, 2009 by and between CF
INDUSTRIES, INC., a Delaware corporation, having its principal
place of business at 4 Parkway North (Suite 400), Deerfield,
Illinois (hereinafter referred to as “Supplier”) and
CHS INC., a Delaware corporation, successor-in-interest to
Agriliance, LLC, having its principal place of business at 5500
Cenex Drive, Inver Grove Heights, Minnesota (hereinafter referred
to as “Customer”).
W
I T
N E S S
E T H :
WHEREAS, Customer and Supplier have
entered into that certain Multiple Year Contract for the Purchase
and Sale of Fertilizer dated July 1, 2005 and amended by that
certain letter agreement dated May 2, 2008 (the
“MYC”) whereby Supplier has agreed to sell and Customer
has agreed to purchase certain fertilizer;
WHEREAS, Customer and Supplier have
agreed to amend the MYC in the manner hereinafter set
forth;
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements herein
contained, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, Customer
and Supplier hereby agree as follows:
1.
Section 1(c) of the MYC is
amended by deleting the phrase “shall be reduced by an amount
equal to the volume of Product so purchased by Customer (provided,
however, that the Sales Target Volume shall not be reduced below
the Requirement Volume)” and inserting, in lieu thereof, the
phrase “and the Requirement Volume shall each be reduced by
an amount equal to fifty percent (50%) of the volume of Product so
purchased by Customer”. After giving effect to this
amendment Section 1(c) of the MYC shall read as
follows:
“(c)
In the event Customer receives a
bona fide offer from a third party during any Contract Year, which
offer (i) provides for the sale of Product to Customer,
(ii) Customer
