<PAGE>

                                                                 EXHIBIT 10.7(a)


                                                       January 7, 1998


Mr. Greg Adlich
Vice President, Crops Division
Southern States Cooperative, Inc.
P. O. Box 26234
Richmond, Virginia 23260

Subject:  MEMBER PRODUCT PURCHASE AGREEMENT
          Schedules of Product Purchases
          Contract Year 2001-2002

Dear Greg:

As is required by the Member Product Purchase Agreement (Section III, Paragraph
3.2) we are enclosing Schedules of Product Purchases for designation of your
company's product requirements.

The foundation of that Agreement is the execution of a mutually agreeable
schedule of purchases for the next five (5) years. Because the Member Product
Agreement is an integral part of the CF Industries, Inc. long-term financing, it
is essential that designations thereunder be kept current.

In accordance with the provisions of the Agreement, at the end of each year a
mutually agreeable supplement to the Schedules of Product Purchases covering the
fifth (5th) year hence is to be executed by each Member and by CF.

It is imperative that supplements to the Schedules of Product Purchases for
contract year 2001-2002 be executed formally by each Member and by CF. To allow
both the Members and CF, respectively, adequate time to prepare and analyze
these product requirements, the timetable on the following page is suggested.
<PAGE>

Mr. Greg Adlich
Vice President, Crops Division
Southern States Cooperative, Inc.
January 7, 1998
Page 2

         February 16, 1998    -    Member product requirements for contract year
                                   2001-2002 should be submitted to CF, in
                                   duplicate, both copies to be signed and dated
                                   by an appropriate officer of the Member.

         February 27, 1998    -    CF and the Members are to agree mutually to
                                   product requirements for contract year 2001-
                                   2002.

         March 9, 1998        -    All Schedules of Product Purchases are to be
                                   executed by appropriate officers of both CF
                                   and the Member, and one (1) copy is to be
                                   returned to Member.

We recognize that a substantial amount of effort will be needed by Members to
prepare these forecast product requirements. To assist Members in this regard,
if we are so requested CF will be pleased to make available assistance from our
Marketing and Member Services personnel.

We look forward to working with you to make the Member Product Purchase
Agreement a successful tool for Members and CF to meet the plant food
requirements of your farmer patrons.

                                        Sincerely yours,

                                        /s/ John H. Sultenfuss

                                        John H. Sultenfuss
                                        Senior Vice President
                                        Marketing and Sales

JHS:DJB
Attachments

cc: M.R. Smith
<PAGE>

                              CF INDUSTRIES, INC.



                       MEMBER PRODUCT PURCHASE AGREEMENT







                                                                October 18, 1974
<PAGE>

                              CF INDUSTRIES, INC.
                              -------------------

                       MEMBER PRODUCT PURCHASE AGREEMENT
                       ---------------------------------

                                   Contents
                                   --------

Section                                                               Page
-------                                                               ----

   I                     Nature of Agreement                            2
   II                    Definitions                                    2
   III                   Term                                           3
   IV                    Price and Patronage                            4
   V                     Payments                                       6
   VI                    Taxes                                          6
   VII                   Specifications                                 7
   VIII                  Quantity                                       7
   IX                    Damages                                       10
   X                     Allocation                                    12
   XI                    Delivery                                      15
   XII                   Force Majeure                                 15
   XIII                  Default and Waiver                            17
   XIV                   Assignment                                    18
   XV                    Warranties                                    18
   XVI                   Modifications                                 19
   XVII                  Cooperation                                   20
   XVIII                 Disputes                                      20
   XIX                   Notices                                       21
   XX                    Law                                           21
<PAGE>

                       MEMBER PRODUCT PURCHASE AGREEMENT
                       ---------------------------------

This Agreement made and entered into by and between CF INDUSTRIES, INC., an
agricultural cooperative association organized under the laws of the State of
Illinois ("Co-op"), and ________________________________________, an
agricultural cooperative association organized under the laws of
______________________________________________ ("Member"),

                                  WITNESSETH
                                  ----------

          WHEREAS, Co-op has undertaken at the instance and request of its
members to develop and operate plants and equipment for the production and
distribution of fertilizer materials for the benefit of its members; and

          WHEREAS, Co-op has committed a substantial financial investment in
production and distribution facilities for the benefit of its members and in
reliance on the Agreement will commit additional funds for expansion of such
facilities to meet the requirements of its members; and

          WHEREAS, Member wishes to participate in the benefits of a dependable
long-term supply of fertilizers and to cooperate with other members of Co-op in
the development and operation of production and distribution facilities by the
execution of this Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained it is hereby agreed as follows:
<PAGE>

                                       I

                              NATURE OF AGREEMENT
                              -------------------

Nature  of          1.1  This Agreement is generally intended to provide for the
Agreement      sale and purchase by Member of fertilizer materials produced,
               purchased and distributed by Co-op.

                                      II

                                  DEFINITIONS
                                  -----------

Definitions         As used in this Agreement the following terms shall have the
               following respective meanings:

                    2.1  "Facilities" shall mean the plants and equipment
               operated by Co-op for the manufacture, storage and distribution
               of fertilizer materials.

                    2.2  "Ton" shall mean two thousand pounds avoirdupois.

                    2.3  "Year" shall mean a fiscal year of twelve (12)
               consecutive months commencing July 1st and ending June 30th.

                    2.4  "Month" shall mean a calendar month.

                    2.5  "Product" shall mean any fertilizer materials (in dry,
               liquid or gaseous form) sold and purchased or to be sold and
               purchased hereunder.

                    2.6  "Nutrient" shall mean the nitrogen, phophorous or
               potassium content of Product, expressed as N, P/2/O/5/ and K/2/O
               respectively.

                    2.7  "Available Supply" shall mean the quantity of all
               Product or Nutrient secured by Co-op for distribution to its
               members from assured

                                      -2-
<PAGE>

               sources, whether by manufacture, or (except for "spot purchases")
               by purchase or barter, during each Year; it shall not mean
               Product processed or exchanged with or sold to other persons in
               connection with contracts with non-members for the general
               benefit of all members.

                    2.8  "Shipping Point" shall mean the place designated by Co-
               op for the delivery of Product within the relevant market area.

                                      III

                                     TEAM
                                     ----

Term                3.1  The term of this Agreement shall be as follows:

                         (a)  Base Period - The Base Period of this Agreement
               shall be a term of ten Years commencing on the first day of July,
               1975.

                         (b)  Evergreen Period - After the expiration of the
               Base Period this Agreement shall remain in force for an
               indefinite term until the Product sales and purchases provided in
               the Schedule of Product Purchases and all supplements thereto
               have been completed as required by this Agreement.

                    3.2  At the end of the first Year of this Agreement and each
               Year thereafter, the parties shall execute a mutually agreeable
               supplement to the schedule of Product Purchases covering the
               fifth Year hence, as further provided in Section 8.5. The parties
               agree that the supplements to the Schedule of Product Purchases
               for the sixth through tenth Years of the Base Period shall
               provide for the sale and purchase of Product in an aggregate
               quantity not less than the aggregate quantity to be sold and
               purchased during the first through fifth years of the Base
               Period.

                                      -3-
<PAGE>

                                      IV

                              PRICE AND PATRONAGE
                              -------------------

Price and           4.1  The parties to this Agreement have intentionally left
Patronage      the purchase price to be paid by Member to Co-op for Product open
               for later determination. It is the intention of the parties that
               they be bound by this Agreement from the date of signing of the
               Agreement, even though the price is not determined at that time.
               Each Year pricing policies of Co-op shall be reviewed and
               established by its Board of Directors at the time of adoption of
               the annual budget.

                    4.2  The price applicable to each shipment of Product shall
               be generally competitive with fair market prices in effect for
               sales to independent purchasers by producers of like Products of
               the same grade and quality (excluding prices for spot sales on an
               isolated or irregular basis) for shipment to the same class of
               trade, or absent such market, the price to dealers with
               appropriate discounts, the same date, after appropriate
               adjustment for the allowances and discounts customarily granted
               for freight (as appropriate to Co-op's established distribution
               system in the relevant market) and for prompt payment.

                    4.3  Co-op shall from time to time publish effective prices
               for each type of Product.

                    4.4  Co-op may from time to time offer as an allowance to
               induce Member to accept delivery of certain Product during each
               Year in substantially equal quantities each Month an amount
               representative of the cost savings realized by Co-op as a
               consequence of such uniform delivery (as compared with normal
               seasonal delivery patterns which would be expected to occur in a
               free market in a period of adequate supply).

                                      -4-
<PAGE>

                    4.5  Subject to the Articles of Incorporation and Bylaws of
               Co-op, each Year Co-op shall distribute to Member on a fair and
               equitable basis that part of the net earnings remaining after
               setting aside reasonable and adequate reserves recognized from
               business transacted with all members of Co-op during such Year as
               patronage dividends in the form of cash, shares of stock,
               certificates of interest, or such other notification of patronage
               participation as Co-op shall determine; and Member hereby
               consents and agrees to include in the gross income of Member all
               patronage dividends in the taxable year received.

                    4.6  In the event of Force Majeure, or other contingency as
               provided in Article XII hereof, including, without limitation,
               governmental action, resulting in a substantial increase in the
               estimated costs of operation of Co-op, the minimum price for any
               or all Product effected by such event shall be appropriately
               increased.

                                       V

                                   PAYMENTS
                                   --------

Payments            5.l  Payment for Product shall be made by Member to Co-op
               within thirty days after Member takes delivery of Product.

                    5.2  Payments shall be made in U.S. dollars.

                    5.3  Payment shall be made at the office of Co-op at Long
               Grove, Illinois, or as otherwise specified by Co-op.

                                      -5-
<PAGE>

                                      VI

                                     TAXES
                                     -----

Taxes               6.1  The Price established pursuant to this Agreement shall
               not include excise, transfer, sales or other taxes, or charges
               payable to governments, imposed, levied, assessed or collected
               for the transfer or sale, of Product. Member shall pay and be
               responsible for the amount of all such taxes or other charges and
               shall pay directly as due or advance the amount due to Co-op for
               timely payment.

                    6.2  Member shall be entitled to contest the imposition of
               any such taxes or charges and Co-op shall render full cooperation
               to Member in this behalf.

                                      VII

                                SPECIFICATIONS
                                --------------

Specifi-            7.1  All Products shall conform to quality specifications
cations        generally accepted in the industry.

                    7.2  In theevent any Product delivered deviates from the
               foregoing specifications, Member shall be entitled to a rice
               adjustment to the extent of any loss on the resale f the Product
               resulting from the granting of actual and reasonable credits or
               cost reductions to purchasers; provided notice of such deviation
               and adequateopportunity to inspect and to accept a return of such
               Product shall have been given to Co-op prior to resale.

                    7.3  Member shall have the right to inspect Product either
               at the time of delivery or at the time of unloading from the
               carrier and within ten business days after such inspection must
               give notice to Co-op of any claim

                                      -6-
<PAGE>

               for damages on account of condition, quality or grade of the
               Product, specifying in detail the basis of such claim. The
               failure of Member to comply with these conditions shall
               constitute acceptance of the Product by Member, except in the
               event of latent defects not readily discoverable in the ordinary
               routine of business.

                                     VIII

                                   QUANTITY
                                   --------

Quantity            8.1  Member shall purchase from Co-op and Co-op shall sell
               to Member during each Year the quantity of nutrient (contained in
               Product of various types) as set forth in the Schedule of Product
               Purchases hereto attached.

                    8.2  Co-op reserves the right to adjust production of a
               particular Product and to substitute other Product containing in
               the aggregate the same Nutrient content as the curtailed Product
               when appropriate to the best interests of the Product needs of
               substantially all of its members after giving due consideration
               to the effect of such adjustment of production upon each of its
               members; provided, Co-op shall give to member reasonable notice
               and opportunity to cancel its commitment for the Product to be
               curtailed.

                    8.3  The quantity of Product delivered hereunder shall be
               governed by weights and measurements taken by Co-op at the time
               of delivery to carrier. Member may call for an examination of any
               weighing or measuring devices to be made by an independent
               qualified examiner at Member's cost. If such examination
               discloses any inaccuracy in the weighing or measuring equipment
               of 1% or more, the cost of examination and correction shall be

                                      -7-
<PAGE>

               reimbursed by Co-op to Member and all invoices for shipments of
               Product during the period of such inaccuracy, but not more than
               thirty days prior to the examination, shall be adjusted
               appropriately.

                   8.4   Co-op will use its best efforts to ship and Member will
               use its best efforts to accept delivery of Product in
               approximately equal weekly quantities.

                    8.5  During each Year this Agreement is in force, and not
               later than three Months prior to the end of such Year, Member
               shall furnish to Co-op a proposed supplement (commonly referred
               to as "intents") to the Schedule of Product Purchases setting
               forth the types and quantities of Product, if any, Member desires
               to purchase from Co-op during the succeeding fifth Year;
               provided, however, that Member and Co-op must mutually agree on
               the quantities of Nutrient to be sold and purchased pursuant to
               such supplement and Co-op may decline to accept changes in
               quantities of Nutrient to the extent appropriate to equitably
               supply all members of Co-op. In determining whether a proposed
               supplement is acceptable Coop shall consider, among other
               factors, the ability of Co-op to produce, acquire and distribute
               Products and Member's ability to provide storage and distribute
               Products. The proposed purchases ("intents") as accepted by Co-op
               shall become a permanent index for purposes of applying the
               allocation formulas described in Section 10.2 hereof. Member may
               make reasonable amendments to the Schedule of Product Purchases
               to change the Product mix, but not to change the quantity of
               Nutrient, after reasonable prior notice and within the practical

                                      -8-
<PAGE>

               constraints of Co-op's productive capacities and its commitments
               to other members.

                    8.6  Co-op shall use its best efforts to make available 110%
               of the quantity of N and P2O5, and 100% of the quantity of K2O
               agreed to be sold to Member in the form of Product needed by
               Member in each Year.

                                      IX

                                    DAMAGES
                                    -------

Damages             9.1  If any Nutrient Co-op agreed to sell hereunder during
               each Year remains unshipped one month after the end of such Year
               by reason of a breach or default of Member, Coop shall be
               entitled to recover liquidated damages calculated as follows:

                    If the Nutrient shipped is less than the percentage in
                    column A but not less than the percentage in column B the
                    amount of such damages shall be the percentage in column C
                    (on a non-cumulative basis) of the highest price published
                    by Co-op applicable to Member for such Nutrient (determined
                    in proportion to the types of Product not taken) during the
                    Year of default for the quantity of Nutrient unshipped.

                          A                  B                   C
                          -                  -                   -

                         100%                90%                 --%
                          90                 89                   5
                          89                 88                 7.5
                          88                 87                  10
                          87                 86                12.5
                          86                  0                  15

                                      -9-
<PAGE>

                    9.2  If any Nutrient Member agreed to purchase hereunder
               during each Year remains unshipped one Month after the end of
               such Year by reason of a breach or default of Co-op, Member shall
               be entitled to recover liquidated damages calculated as follows:
               If the Nutrient shipped is less than the percentage in column A,
               abut not less than the percentage in column B, the amount of such
               damages shall be the percentage in column C (on a noncumulative
               basis) of the highest price published by Co-op applicable to
               Member for such Nutrient (determined in proportion to the types
               of Product not shipped) during the Year of default for the
               Nutrient unshipped.

                          A                  B                   C
                          -                  -                   -

                         100%                96%                 --%
                          96                 95                   5
                          95                 94                 7.5
                          94                 93                  10
                          93                 92                12.5
                          92                  O                  15

                    9.3  Member may from time to time waive its rights to
               purchase Nutrient in order to permit other members to purchase
               said Nutrient; in such event, Member waiving rights to purchase
               shall not be liable for liquidated damages if an actual sale of
               such Nutrient is made to another member at the current published
               price to the extent of such sale.

                    9.4  Upon the request of Member Co-op will act as agent for
               Member and assist Member to dispose of any Nutrient which Member
               agreed to purchase, but which exceeds Member's need for such
               Nutrient.

                                     -10-
<PAGE>

                                       X

                                  ALLOCATION
                                  ----------

     10.1   All allocations of Product shall be determined in equivalent tons of
Nutrient (N, P2O5 or K2O); for example, the N and P2O5 content of diammonium
phosphate shall be considered separately.

     10.2   In the event Co-op, for any reason, shall be unable to supply the
needs of all members as expressed in their proposals for purchases of Product
and supplements ("intents") thereto, Co-op shall allocate the Available Supply
of Product among all members on the following basis:

            (a)   During the Year commencing July l, 1975, Member shall be
            entitled to purchase that part of the Available Supply of Nutrient
            which bears the same proportion to the total Available Supply of
            Nutrient as the quantity of Nutrient shipped to Member during the
            prior Year bears to the total quantity of Nutrient shipped from Co-
            op to all members of Co-op during the prior Year.

            (b)   During the Year commencing July l, 1976, Member shall be
            entitled to purchase that part of the Available Supply of Nutrient
            which bears the same proportion to the total Available Supply of
            Nutrient as a number determined by adding three times the quantity
            of Nutrient shipped to Member in the prior Year to the quantity of
            Nutrient Member proposed to purchase in the current Year and
            dividing the sum by four, bears to a number determined by adding
            three times the total quantity of Nutrient shipped by Co-op to all
            members of Coop during the prior Year to the quantity of Nutrient
            all members of Co-op proposed to purchase in the current Year and
            dividing the sum by four.

            (c)   During the Year commencing July 1, 1977, Member shall be
            entitled to purchase that part of the Available Supply of Nutrient
            which bears the same proportion to the total Available Supply of
            Nutrient as a number determined by

                                     -11-
<PAGE>

            adding the quantity of Nutrient shipped to Member in the prior Year
            to the quantity of Nutrient Member proposed to purchase in the
            current Year and dividing the sum by two, bears to a number
            determined by adding the total quantity of Nutrient shipped by Co-op
            to all members of Co-op during the prior Year to the quantity of
            Nutrient all members of Co-op proposed to purchase in the current
            Year and dividing the sum by two.

            (d)   During the Year commencing July 1, 1978, Member shall be
            entitled to purchase that part of the Available Supply of Nutrient
            which bears the same proportion to the total Available Supply of
            Nutrient as a number determined by adding the quantity of Nutrient
            shipped to Member in the prior Year to three times the quantity of
            Nutrient Member proposed to purchase in the current Year and
            dividing the sum by four, bears to a number determined by adding the
            total quantity of Nutrient shipped by Co-op to all members of Co-op
            during the prior Year to three times the quantity of Nutrient all
            members of Co-op proposed to purchase in the current Year and
            dividing the sum by four.

            (e)   During the Year commencing July 1, 1979, and each Year
            thereafter, Member shall be entitled to purchase that part of the
            Available Supply of Nutrient which bears the same proportion to the
            total Available Supply of Nutrient as the quantity of Nutrient
            Member proposed to purchase in the current Year, bears to the total
            quantity of Nutrient all members of Co-op proposed to purchase from
            Co-op during the current Year.

                                     -12-
<PAGE>

                                      XI

                                   DELIVERY
                                   --------

Delivery            11.1  All Products shall be delivered to Member and risk of
               loss shall pass at the Shipping Point.

                    11.2  Delivery by Co-op to carrier shall constitute delivery
               to Member, and if Member requires that the Product be shipped to
               the order of Member or freight prepaid or allowed, after delivery
               of the Product to carrier, Co-op shall be deemed to be acting for
               the account and the accommodation of Member.

                    11.3  Co-op shall not be obligated to deliver in any Month
               more than twelve percent of the annual quantity of any Product,
               other than anhydrous ammonia and nitrogen solutions, to be sold
               and purchased during that Year.

                    11.4  Delivery orders shall be placed by Member in
               accordance with reasonable procedures established from time to
               time by Co-op after adequate prior notice to Member.

                                      XII

                                 FORCE MAJEURE
                                 -------------

Force               l2.l  In the event of either party being rendered unable by
Majeure        Force Majeure to perform any of its obligations in receiving or
               delivering Product hereunder, the obligations of such party shall
               be suspended, to the extent it is unable, in whole or in part, to
               receive or deliver Product by reason of Force Majeure, during the
               continuance of any inability so caused and the cause of such
               inability shall, so far as possible, be remedied with reasonable
               diligence.

                                     -13-
<PAGE>

                    12.2  The term "Force Majeure" as used in this Agreement
               shall mean natural catastrophy, strikes, lockouts, or other
               industrial disturbances, acts of the public enemy, wars, declared
               or undeclared, blockades, insurrections, riots, fires, civil
               disturbances, explosions, curtailment of power or natural gas,
               compliance with laws, governmental regulations, orders and
               requests, whether valid or not, curtailment or other inability to
               obtain equipment, supplies, materials, or transportation
               Facilities, breakdown of Facilities, machinery or equipment and
               any other cause whether of the kinds herein enumerated or
               otherwise, not within the reasonable control of the party
               claiming suspension, all of which by the exercise of due
               diligence such party could not have reasonably foreseen and
               provided against; provided, however, that the settlement of
               strikes or lockouts shall be entirely within the discretion of
               the party having the difficulty.

                    12.3  In addition to all other contingencies, the
               obligations to make future deliveries of Product hereunder are
               contingent upon the construction of additional production and
               distribution Facilities. If such additional Facilities are not
               completed as planned for reasons beyond the reasonable control of
               Co-op, then Co-op shall be excused from delivery of so much of
               the Product as would have been available if the Facilities were
               completed.

                    12.4  During any period of shortage of Product caused by any
               of the foregoing causes, Co-op may prorate the Available Supply
               of Product among its members and customers under this and other
               agreements on a fair and equitable basis. The parties hereby
               agree that in the event of a Force Majeure it may not be feasible
               to implement the provisions of Article X hereof relating to
               Allocations.

                                     -14-
<PAGE>

                    12.5  It is expressly understood and agreed that in no event
               shall the provisions of this Article XII be construed to excuse
               or suspend the obligations of Member under this Agreement so as
               to enable Member to purchase Product from other Sources at more
               favorable prices, or on more favorable credit terms, or to honor
               other purchase agreements or to first exhaust supplies of Product
               available from productive Facilities owned, directly or
               indirectly, by Member, whether now or hereafter existing.

                                     XIII

                              DEFAULT AND WAIVER
                              ------------------

Default             13.1  If either party shall fail to perform any of the and
and            covenants or obligations imposed upon it in this Agreement
Waiver         (except where such failure shall be excused under Article XII
               hereof) , the other party shall notify the party in default in
               writing of the alleged default and if the party in default shall
               not undertake with all due diligence to correct the same to
               comply with the obligations and covenants hereof within thirty
               (30) days from and after receiving such notice, then,
               notwithstanding any other provision of this Agreement, the
               complaining party shall have the right to terminate this
               Agreement on notice in writing to the party in default, and such
               termination shall not constitute a waiver of any other remedy to
               which the party not in default may be entitled for breach of the
               contract.

                    13.2  Waiver by either party of any breach of the terms and
               conditions herein contained shall not be construed as a waiver of
               any subsequent breach of the same or any other provision of this
               Agreement.

                                     -15-
<PAGE>

                                      XIV

                                  ASSIGNMENT
                                  ----------

Assignment          14.1  This Agreement shall not be assignable by either party
               without the prior written consent of the other party, except by
               merger or consolidation of Member with agricultural cooperative
               association and except that Co-op shall have full right and power
               to assign the benefit of all or any part of this Agreement, and
               either party shall have the right to grant a security interest
               herein to any financial institution in connection with any
               agreement made for the benefit of the party.

                                      XV

                                  WARRANTIES
                                  ----------

Warranties          15.1  Co-op makes no warranty, express or implied,
               concerning any Product other than that it shall conform to the
               specifications set forth in Article VII hereof. All other
               warranties of any kind, express or implied in fact or by law,
               including, but not limited to, implied warranties of
               merchantability or fitness for any particular purpose or any
               implied warranty arising from course of dealing or usage of any
               trade, are expressly excluded from this warranty and from this
               Agreement.

                                 MODIFICATION

Modifica-           16.1  This Agreement constitutes the entire Agreement
tion          between the parties hereto for the sale and purchase of Product
              from Agreements, understandings, representations, conditions and
              warranties by and between the parties.

                                     -16-
<PAGE>

                    16.2  Neither party shall be liable for any representation
               or warranty of any kind, express or implied, not expressly set
               forth in this Agreement.

                    16.3  This Agreement may not be modified or amended except
               by written instrument signed by both of the parties and shall not
               be modified or altered by any subsequent course of performance by
               either of the parties, except as expressly otherwise herein
               provided.

                                      XVI

                                  COOPERATION
                                  -----------

                    17.1  The parties agree to cooperate fully with one another
               and to carry out the intents and purposes of this Agreement and
               whenever consent may be required of either party with respect
               hereto such consent shall not be unreasonably withheld.

                                     XVIII

                                   DISPUTES
                                   --------

Disputes            18.1  The parties agree that as a condition precedent to
               commencement of any suit, all disputes and controversies of every
               kind and nature between the parties hereto arising out of or in
               connection with this Agreement, its construction, validity,
               interpretation, performance, operation, enforcement, breach,
               continuance, or termination, which is not disposed of by
               agreement of the parties, shall be submitted for decision by the
               full Board of Directors of Co-op by presentation of a concise
               statement of the matter in controversy in sufficiently
               comprehensive form to express the nature of the

                                     -17-
<PAGE>

               controversy and the issues to be decided. The Board of Directors
               shall promptly render a decision on the issues at its regular
               meeting next after the submission.

                    18.2  If either party is not satisfied with the result of
               such decision such party shall be entitled to pursue all other
               available lawful remedies.

                                      XIX

                                    NOTICES
                                    -------

Notices             19.1  Unless otherwise provided herein, any notice required
               under the terms hereof shall be in writing and shall be deemed
               delivered when deposited in the United States or Canadian mails,
               postage prepaid, addressed as follows:

                         To Co-op            CF Industries, Inc.
                                             Salem Lake Drive
                                             Long Grove, Illinois

                         To Member


               or to such other address as either party may designate in
               writing.

                                      XX

                                      LAW
                                      ---

Law                 20.1  This Agreement shall be construed and governed in
               accordance with the laws of the State of Illinois, U.S.A.

                                     -18-
<PAGE>

                    IN WITNESS WHEREOF, this Agreement has been executed by the
               parties pursuant to authorization of their respective Boards of
               Directors this 16th day of September, 1974.

                                           "Co-op" CF INDUSTRIES, INC,



                                           By   /s/
                                              --------------------------
                                              "Member"


                                           Southern States Cooperative, Inc.
                                           By   /s/
                                              -----------------------------
                                                   June 30, 1975

                                     -19-