ex_1027.htm

Exhibit 10.27

     
 

     

     

    AN
SUPPLY AGREEMENT*

     

    BETWEEN

     

    ORICA
INTERNATIONAL PTE LTD.

     

    AND

     

    EL
DORADO CHEMICAL COMPANY

     

     

    JANUARY
1, 2010

     

    
       

      
        
          
             *INFORMATION
IN THIS DOCUMENT HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST
BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECVURITIES AND EXCHANGE
COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY
OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH
REQUEST

          

          
             
1

            
              

            

          

          
             


          

        

      

    

     

    INDEX

     

    
      
        	 
      	 
      	
                Page

              
	 
      	 
      	 
      
	1.0	References
      and Definitions	4
	 	 	 
	
                2.0

      

              	
                Term

      

              	
                4

              
	
                 
      

              	 
      	 
      
	
                3.0

      

              	Supply of Ammonia by Orica 	
                5

              
	 
      	 
      	 
      
	
                4.0

              	Supply of AN by EDC	
                8

              
	 
      	 
      	 
      
	5.0	Representations
      and Warranties	 11
	
                 

              	 	
                 

              
	
                6.0

      

              	Ammonia Purity and Warranty	
                13

              
	 
      	 
      	 
      
	
                7.0

      

              	AN Purity and Warranty	
                14

              
	 
      	 
      	 
      
	
                8.0

              	Remedies for Noncompliance	
                15

              
	
                 
      

              	 
      	 
      
	 
      9.0	Quantity Measurement 	 16
	 	 
      	 
      
	10.0	Ammonia
      Delivery, Risk and Title	 17
	
                 

              	 	
                 

              
	
                11.0

              	AN Delivery, Risk and Title	
                17

              
	 
      	 
      	 
      
	
                12.0

      

              	Intentionally Left Blank 	
                 18

              
	 
      	 
      	 
      
	
                13.0

              	Contract Administration	
                18

              
	 
      	 
      	 
      
	
                14.0

      

              	Payments	
                19

              
	 
      	 
      	 
	
                15.0

      

              	Force Majeure	
                22

              
	 
      	 
      	 
	
                16.0

              	Termination	
                22

              
	 
      	 
      	 
	
                17.0

              	Hardship	
                24

              
	 
      	 
      	 
	18.0	
                Insurance 

              	24
	 
      	 
      	 
      
	
                19.0

              	 Dispute Resolution	
                27

              
	 
      	 
      	 
      
	
                20.0

      

              	Confidential Information and Announcements	
                27

              
	 	 	 
	21.0

      	Security Interest	29
	 	 	 
	22.0	Safety,
      Health and Environment 

      	29
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

                

    


    
      
        
          Page
2

        

         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      	23.0	Communications 

      	31
	 	 	 
	24.0

      	Headings 

      	32
	 	 	 
	25.0	Rules
      of Interpretation 	33
	 	 	 
	26.0	Governing
      Law	33
	 	 	 
	27.0	Assignment
      and Sale 	33
	 	 	 
	28.0	Time
      of Essence	34
	 	 	 
	29.0	Effect
      of this Agreement 	34
	 	 	 
	30.0	Waiver	34
	 	 	 
	31.0	Amendment
      and Severability	35 
	 	 	 
	32.0	Entire
      Agreement	35 
	 	 	 
	 	 	 


    

     

      


    
      	
              Schedule
      “A”

            	
              Definitions

            


    

    
      	
              Schedule
      “B”

            	
              Product
      Specifications

            


    

    
      	
              Schedule
      “C”

            	
              ***

            


    

    
      	
              Schedule
      “C-1” 

            	
              Year
      2010 Annual Budget

            


    

    
      	
              Schedule
      “D”

            	
              Measurement
      of Ammonia and Ammonium Nitrate
Deliveries

            


    

    
      	
              Schedule
      “E” 

            	
              Types
      of Unusual Incidents to be Reported to
Orica

            


    

    
      	
              Schedule
      “F”

            	
              True
      Up Report

            


    

    
      	
              Schedule
      “G”

            	
              Capital
      Cost Recovery for Specified Assets

            


    

     


    
      
        
           

           

          Page
3

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    This AN
Supply Agreement is made effective as of the 1st day
of January, 2010

     

    BETWEEN:

     

                          ORICA INTERNATIONAL PTE
LTD.,

                          a
corporation incorporated under the laws of Singapore

                          (“Orica”)

     

    AND:

     

                          EL DORADO CHEMICAL
COMPANY,

                          a
corporation incorporated under the laws of Oklahoma

                          (“EDC”)

     

    WHEREAS:

     

    
      	
              (a)

            	
              Orica
      requires AN Prills, HDAN and AN Solution for its commercial explosives
      business; and

            


    

     

    
      	
              (b)

            	
              EDC
      wishes to manufacture AN Prills, HDAN and AN Solution for delivery to
      Orica.

            


    

     

    NOW THEREFORE, in
consideration of the mutual covenants contained in this Agreement, Orica and EDC
agree as follows:

     

    
      	
              1.0  

            	
              REFERENCES
      AND DEFINITIONS

            


    

     

    
      	
              1.1  

            	
              Capitalized
      words used in this Agreement and in the Schedules hereto, unless otherwise
      defined herein, have the definition given to those words in Schedule
      “A”.

            


    

     

    
      	
              1.2  

            	
              This
      Agreement has the following Schedules which are a part
    hereof:

            


    

     

    Schedule
“A”               Definitions

    Schedule
“B”                Product
Specifications

    
      	
               
      

            	
              Schedule
      “C”

            	
              ***
      Calculation and *** Calculation

            


    

    Schedule
“C-1”             Year
2010 Annual Budget

    
      	
               
      

            	
              Schedule
      “D”

            	
              Measurement
      of Ammonia and Ammonium Nitrate
Deliveries

            


    

    Schedule
“E”                Types
of Unusual Incidents to be Reported to Orica

    
      	
               
      

            	
              Schedule
      “F”

            	
              True
      Up Report

            


    

    
      	
               
      

            	
              Schedule
      “G”

            	
              ***

            


    

     

    
      	
              2.0  

            	
              TERM

            


    

     

    
      	
              2.1  

            	
              This
      Agreement shall become effective as of January 1, 2010 and, unless earlier
      terminated in accordance with the provisions hereof, shall continue for an
      initial term (“Initial Term”) ending on December 31, 2014. Thereafter the
      term of this

            


    

     


    
      
        
          Page
4

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Agreement
shall be automatically extended (as so extended, the “Term”) until either party
delivers a written notice of termination to the other; provided that, except as
provided in Section 16 hereof, the effective date of termination in said notice
shall never be earlier than December 31, 2014 and such notice shall be
given at least 2 years prior to the intended date of termination.  For
example only, if Orica or EDC gives the other notice of termination on July 15,
2013, the effective date of termination would be July 15, 2015.

     

    
      	
              2.2  

            	
              Notwithstanding
      the termination of this Agreement, the unfulfilled rights and undischarged
      obligations of the parties that accrue during the Term shall continue
      following the termination hereof until the same are fulfilled or
      discharged.

            


    

     

    
      	
              3.0  

            	
              SUPPLY
      OF AMMONIA BY ORICA

            


    

     

    
      	
              3.1

            	
              The
      current term of the Koch Ammonia Agreement expires on December 31,
      2010.  The Koch Ammonia Agreement contemplates that EDC will
      purchase approximately 45,000 Tons of Ammonia that will be used in the
      production of AN to be purchased by Orica under this
      Agreement.  . The cost to EDC of such Ammonia shall be included
      in the amounts owed by Orica to EDC under Section 14.2.1 (a) of this
      Agreement.

            


    

     

    
      	
              3.1.1

            	
              Orica
      is not and shall not be deemed to be a party to the Koch Ammonia
      Agreement.

            


    

     

    
      	
              3.1.2

            	
              Orica
      acknowledges and agrees that, prior to December 31, 2010, Orica shall not
      be permitted to supply its own Ammonia in substitution for the 45,000 Tons
      of Ammonia to be supplied under the Koch Ammonia Agreement nor require EDC
      to supply the 50,000 Tons of Ammonia Orica will supply from another
      supplier, in either case without the consent of
  KNC/KNI.

            


    

     

    
      	
              3.1.3

            	
              EDC
      will provide to Orica material information in EDC’s possession regarding
      the operation of the Koch Ammonia Agreement and will provide copies to
      Orica of any material notices or other correspondence EDC receives from or
      issues to KNC/KNI in respect of the Koch Ammonia
  Agreement.

            


    

     

    
      	
              3.1.4

            	
              EDC
      shall consult with Orica prior to the exercise by EDC of any of the rights
      conferred upon it pursuant to Sections I.H, VI.D, VII.A, XI.B, XII and XIV
      of the Koch Ammonia Agreement.

            


    

     

    
      	
              3.1.5

            	
              EDC
      shall not, without obtaining Orica’s prior written approval, exercise any
      of the rights conferred upon it pursuant to Sections I.P, II.B, III.B
      (unless the resale, transfer, exchange or assignment does not affect
      Ammonia to be supplied to Orica), V.B, or XV (unless any such amendment
      has no effect on Orica) of the Koch Ammonia Agreement relating to the
      45,000 Tons of Ammonia to be supplied by EDC to Orica prior to December
      31, 2010.

            


    

     

    

      
        
          
            Page
5

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              3.1.6

            	
              EDC
      shall be solely responsible for any costs or expenses claimed against EDC
      by KNC/KNI pursuant to Article XI Section A of the Koch Ammonia Agreement,
      except to the extent that any such costs or expenses are directly
      attributable to any failure by Orica to timely make payment to EDC in
      accordance with Section 3.6 of this
Agreement.

            


    

     

    
      	
              3.1.7

            	
              Notwithstanding
      any other provision of this Agreement and unless otherwise agreed in
      writing, EDC shall not be obligated to supply Ammonia hereunder for the
      manufacture of AN for Orica (a) if EDC fails to provide Ammonia prior to
      December 31, 2010 but such failure is not caused by any default of EDC
      under the Koch Ammonia Agreement or (b) after December 31,
      2010.

            


    

     

    
      	
              3.2

            	
              Prior
      to December 31, 2010, Orica will supply 50,000 Tons of Ammonia to EDC from
      a supplier other than KNI/KNC and EDC agrees to accept deliveries of such
      Ammonia in the same manner as in Section 3.4 of this
      Agreement.  The cost to EDC of such Ammonia shall be included in
      the amounts owed by Orica to EDC under Section 14.2.1 (b) of this
      Agreement.

            


    

     

    
      	
              3.3

            	
              From
      and after January 1, 2011, to the extent Ammonia is available from EDC’s
      supplier or suppliers at costs acceptable to Orica (which shall not exceed
      EDC’s delivered to the EDC Site cost of Ammonia from EDC’s supplier), EDC
      shall acquire up to 58,000 Tons of Ammonia for use to manufacture AN for
      Orica under this Agreement for such periods as shall be requested by
      Orica. For the 58,000 Tons of Ammonia EDC is supplying, Orica shall give
      EDC at least 45 days’ advance notice of the quantities of Ammonia Orica
      requires EDC to acquire to be used by EDC for manufacturing AN for
      Orica.  The cost to EDC of such Ammonia shall be included in the
      amounts owed by Orica to EDC under Section 14.2.1 (a) of this
      Agreement.

            


    

     

    
      	
              3.4

            	
              From
      and after January 1, 2011, and subject to the terms and conditions hereof,
      Orica shall  supply to EDC, and EDC shall receive from Orica, up
      to 58,000 Tons of Ammonia from a supplier other than KNI/KNC at the times
      as required by EDC for conversion by EDC to meet Orica’s demand for AN
      hereunder.  EDC shall provide Orica with at least 30 days’
      advance notice of (a) the quantities of Ammonia it requires during the
      succeeding one-month period to meet Orica’s demand for AN and (b) the
      required delivery dates of such Ammonia.  The parties shall
      cooperate in arranging such Ammonia deliveries.  Upon delivery
      Orica shall sell such Ammonia to EDC and EDC shall pay Orica for such
      Ammonia on or before the first day of the second Month succeeding the
      Month in which such Ammonia was delivered to EDC by Orica e.g. January
      Ammonia deliveries are paid for on March 1st. The
      cost to EDC of such Ammonia shall be included in the amounts owed by Orica
      to EDC under Section 14.2.1 (b) of this
  Agreement.

            


    

     

    
      	
              3.5

            	
              If
      when Orica is supplying Ammonia, Orica is unable to supply the required
      Ammonia, or if when EDC is supplying Ammonia, EDC is unable to acquire and
      supply sufficient Ammonia from its supplier, Orica may request EDC to
      utilize

            


    

     


    
      
        
          Page
6

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EDC's
Ammonia stored at the EDC Site and intended for the production of products for
EDC, and upon such request and to the extent EDC has available Ammonia in its
reasonable discretion. EDC shall supply such Ammonia for use under this
Agreement.

     

    
      	
              3.6

            	
              If
      EDC is supplying Ammonia from its supplier, Orica shall reimburse EDC for
      its actual out of pocket delivered to the EDC Site cost of such Ammonia
      within the earlier of (a) eighteen (18) days from the Monday during the
      week KNC’s /KNI’s invoice is prepared under the Koch Ammonia Agreement and
      faxed to EDC, or (b) three (3) days before the date required by the
      payment terms in the Koch Ammonia Agreement. If the payment due date is
      not a Business Day,  Orica shall make the payment on the next
      Business Day.

            


    

     

    
      	
              3.7

            	
              Based
      on the current Ammonia conversion efficiency of the EDC Plant and with the
      current onsite equipment, the parties agree that for each Ton of AN to be
      manufactured by EDC for Orica, EDC will require *** of a Ton of Ammonia
      which shall include the Ammonia utilized in the SCR abatement
      system.

            


    

     

    
      	
              3.8

            	
              When
      Orica is independently sourcing and delivering Ammonia to the EDC Site,
      and for the purpose of storing that Ammonia, Orica shall be entitled to
      use 35% of the available Ammonia storage capacity at EDC’s Site during the
      Term.  As of the date of this Agreement, such useable Ammonia
      storage capacity is 10,000 Tons and so Orica is entitled to use storage
      capacity of 3,500 Tons.  EDC shall at all times during the Term
      when Orica is supplying its own ammonia to the EDC Site, maintain an
      aggregate Ammonia storage capacity available to Orica at the EDC Site of
      at least 3,500 Tons, less any temporary reduction in Ammonia storage
      capacity as required by safety, inspection and maintenance
      procedures.  EDC shall use its commercially reasonable efforts
      to limit the duration of any such storage capacity
      reductions.  If Orica requires additional ammonia storage
      capacity to be installed at the EDC Site, this requirement shall be
      subject to a future negotiation between the parties.  When Orica
      is using EDC’s Ammonia storage facilities for Orica’s benefit, Orica will
      pay to EDC the pro-rata variable and *** associated with the operation of
      these facilities.

            


    

     

    4.0  SUPPLY
OF AN BY EDC

     

    
      	
              4.1

            	
              During
      the Term, EDC shall reserve for Orica under this Agreement at the EDC Site
      and the EDC Plant:

            


    

     

    (a) 250,000
Tons per annum of AN manufacturing capacity (“Reserved Capacity”);

     

    (b) approximately
197,500 Tons per annum of nitric acid for use in manufacturing the Reserved
Capacity; and

     


    
      
        
          Page
7

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    (c) the full
manufacturing capacity of the AN Prills Plant for the manufacture of AN
Prills.

     

    
      	
              4.2

            	
              EDC
      shall use its commercially reasonable efforts to ensure that the EDC Site
      and EDC Plant are capable of manufacturing the Reserved Capacity at all
      times during the Term, and that sufficient nitric acid manufacturing
      capacity at the EDC Site is at all times made available during the Term to
      allow the manufacturing of the Reserved Capacity, provided that Orica
      supplies, directly or through EDC, the necessary Ammonia to the EDC
      Site.  During the Term, EDC shall operate the EDC Site in
      substantial compliance with all applicable Laws and good industry
      practices, and with all agreements relating thereto or by or to which EDC
      is bound or a party.  The parties acknowledge and agree that
      Orica shall not participate in, or have any control over, the AN
      manufacturing process.

            


    

     

    
      	
              4.3

            	
              Orica
      shall determine the rate at which the AN Prills Plant will operate
      provided that Orica will endeavor to avoid and minimize both the frequency
      and duration of any cessation of production.  Cessation and
      resumption of production will be subject to the
  following:

            


    

     

    
      	
               
      

            	
              (a)  Orica
      will provide no less than:

            


    

     

    
      	
               
      

            	
              (i)
      2 days notice to EDC to have AN Prills production reduced or increased by
      up to 10%;

            


    

     

    
      	
               
      

            	
              (ii)
      5 days notice to EDC to have AN Prills production reduced by an amount
      over 10% down to the minimum production rate of approximately 400 Tons per
      day, or increased by an amount over 10% up to the maximum production rate
      of approximately 900 Tons per day, such production rates being subject to
      the impact of seasonal (ambient temperature and humidity) effects on the
      process and the availability of higher strength nitric acid to achieve a
      minimum AN Solution strength of 88 percent;
and

            


    

     

    
      	
               
      

            	
              (iii)
      10 days notice to EDC to have AN Prills production
      shutdown.  Upon receipt of such notice, and if EDC is supplying
      Ammonia to Orica, EDC will provide notice to its then-current Ammonia and
      Ammonia pipeline transportation supplier(s) of the reduction of Ammonia
      demand. Orica’s notice to EDC will also specify the expected duration of
      the shutdown, if known, and Orica must give EDC 4 days notice prior to
      Orica’s requested date for restart of the AN Prills
      Plant.  During a cessation of production, EDC shall obtain
      Orica’s approval prior to commencing any optional maintenance or optional
      repair work which cannot be completed within 4 days from receiving an
      Orica notice to restart the AN Prills
Plant.

            


    

     

    
      	
               
      

            	
              (b)
      In order to enable EDC to mitigate costs resulting from a production
      shutdown at the AN Prills Plant, Orica will use reasonable efforts to
      provide EDC with as

            


    

     


    
      
        
          Page
8

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    much
prior notice as possible if Orica expects to purchase less than 17,500 Tons of
AN Prills during any Month.

     

    (c) If
the cessation or resumption of production causes EDC to directly incur *** costs
in excess of amounts budgeted for the operation of the AN Prills Plant then
those additional fixed or variable costs shall be billed to and paid by Orica as
***, net of any credits owing by EDC to Orica for ***.

     

    (d)  To
resume production after a cessation of production, the Parties will cooperate to
achieve an orderly start up and to arrange availability of transportation
equipment.

     

    
      	
              4.4

            	
              Orica
      shall pay to EDC the *** calculated in accordance with Schedule “C” hereof
      for each Ton of Ammonium Nitrate delivered to Orica which conforms to the
      Specifications set forth in Schedule “B” hereto and otherwise in
      accordance with this Agreement.  Orica shall also pay to EDC the
      *** as set forth in Schedule “C”
hereto.

            


    

     

    
      	
              4.5

            	
              Provided
      that Orica timely supplies Ammonia in the quantities required and meeting
      the quality specifications set forth in Schedule “B” hereto, and Orica is
      otherwise in compliance with this Agreement, EDC shall deliver to Orica AN
      produced by EDC in the quantities and at the times required by Orica and
      provided for herein, except to the extent excused by the terms of this
      Agreement or any applicable Law prohibiting or preventing the manufacture
      of AN generally, but in no event at a rate in excess of the operating
      capacity of the EDC Plant and quantities that can be shipped from any
      storage.

            


    

     

    
      	
              4.6

            	
              No
      changes shall be made by EDC to the additives in, or the coatings on, the
      AN Prills without prior written notice to and the prior written consent of
      Orica.

            


    

     

    
      	
              4.7

            	
              The
      Ammonium Nitrate supplied to Orica shall be in the form of AN Solution, AN
      Prills and/or HDAN.  Orica may elect to take the AN as AN
      Prills, HDAN or AN Solution, at its discretion and as designated by Orica
      at least 15 days in advance of the first day of a production Month,
      provided however that Orica shall have the right to take a maximum Yearly
      quantity of 12,000 Tons of HDAN and a maximum Monthly quantity of 1,000
      Tons of HDAN as part of the Reserved Capacity and at the pricing for HDAN
      in Schedule “C” hereto.  At Orica’s request and at EDC’s
      election, EDC may supply additional quantities of HDAN to Orica for use in
      the commercial explosives industry at the pricing for HDAN in Schedule “C”
      hereto which quantities above 12,000 Tons of HDAN per Year, if supplied,
      shall not be part of the Reserved Capacity.  EDC and Orica
      acknowledge that the mix of AN designated by Orica may vary from Month to
      Month but in no event shall the AN Prills volume designated by Orica for a
      Month exceed the AN Prills Plant capacity for a Month.  For
      purposes of the AN to be delivered under
this

            


    

     


    
      
        
          Page
9

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Agreement,
one Ton of AN Solution, on a 100% basis, shall be deemed the equivalent
replacement of one Ton of AN Prills.

     

    
      	
              4.8

            	
              Orica
      shall be the sole marketer to the commercial explosives industry of AN
      Solution and AN Prills manufactured at the EDC Site. Orica shall be the
      sole marketer to the commercial explosives industry of HDAN manufactured
      at the EDC Site and destined for use in the United States, Canada and
      Mexico (“North America”).  EDC shall refer to Orica any
      inquiries EDC receives during the Term concerning the supply by EDC of AN
      from the EDC Site to commercial explosives customers for use in North
      America.  Subject to Section 4.7 above, Orica shall have the
      right to purchase HDAN, at the HDAN price herein, for use in the
      commercial explosives industry outside North America.  EDC will
      not sell any nitric acid manufactured at the EDC Site to anyone for use in
      North America if EDC knows that such party will use such nitric acid for
      the manufacture of AN Solution for conversion into emulsion explosives,
      provided that nothing herein is intended to prevent or limit the sale by
      EDC of nitric acid or nitric acid mixtures for use in the production of
      ordnance or for use in the production of nitrated explosives for the
      commercial explosives industry.  However if regulatory changes
      occur in the United States after the date of this Agreement which changes
      have the effect of totally or substantially preventing the manufacture of
      HDAN at the EDC Site, or substantially negatively impact the commercial
      viability of the sale or distribution of HDAN from the EDC Site, with the
      result that EDC’s requirement for nitric acid for use to manufacture HDAN
      is substantially lessened, then if EDC desires to sell such nitric acid
      for use in the production of commercial explosives, EDC will offer such
      available nitric acid to Orica and if Orica elects not to purchase such
      nitric acid, then EDC shall be free to sell such nitric acid without
      restriction.

            


    

     

    
      	
              4.9

            	
              All
      AN Prills supplied to Orica shall be manufactured using EDC’s current
      technology, and shall meet the specifications set forth in the AN Prill
      Specifications set forth on Schedule “B” hereto  Orica’s rights
      and EDC’s liabilities and obligations with respect to AN Prills which do
      not meet the AN Prill Specifications shall be governed by
      Section 8.1.

            


    

     

    5.0           REPRESENTATIONS
AND WARRANTIES

     

    5.1           EDC
represents and warrants to Orica that:

     

    
      	
              5.1.1

            	
              EDC
      is duly organized, validly existing, and in good standing under the laws
      of the State of Oklahoma, and has all requisite power and authority to own
      and lease the properties and assets it currently owns and leases,
      including at the EDC Site, and to conduct its activities as such
      activities are currently conducted.

            


    

     

    
      	
              5.1.2

            	
              EDC
      has all requisite corporate power, authority and capacity to execute,
      deliver, and perform this Agreement and to consummate the transactions
      contemplated hereby.  The execution, delivery, and performance
      of this Agreement and the

            


    

     

    

      
        
          
            Page
10

             

          

           


        

        
           


          
            

          

        

        
           


        

      



     

    
      	
               
      

            	
              consummation
      of the transactions contemplated hereby by EDC have been duly and validly
      authorized by all necessary action on the part of EDC (including approval
      by the board of directors and shareholders of EDC), and this Agreement has
      been duly and validly executed and delivered by EDC, and is the valid and
      binding obligation of EDC, enforceable against EDC in accordance with its
      terms, subject to applicable laws of bankruptcy, insolvency and similar
      laws affecting creditors’ rights and remedies
  generally.

            


    

     

    
      	
              5.1.3

            	
              The
      execution, delivery, and performance by EDC of this Agreement does not and
      will not (i) conflict with or violate any provision of the articles
      of incorporation or bylaws of EDC; (ii) violate any provision of any
      Laws; (iii) conflict with, violate, result in a breach of, constitute
      a default under (without regard to requirements of notice, lapse of time,
      or elections of other persons, or any combination thereof) or accelerate
      or permit the acceleration of the performance required by, any material
      contracts to which either EDC is a party or by which either EDC or the EDC
      Site are bound or affected; (iv) result in the creation or imposition
      of any lien against or upon the EDC Site or any portion thereof, or the
      Ammonia, or the AN; or (v) require any consent, approval, or authorization
      of, or filing of any certificate, notice, application, report, or other
      document with, any Government or other
person.

            


    

     

    
      	
              5.1.4

            	
              EDC
      is currently in compliance with all Laws applicable to the ownership and
      operation of the EDC Site, except for such non-compliance as would not
      have a material adverse effect on EDC’s ability to perform hereunder, and
      EDC is not subject to any Law, judgment, decree or sanction that would
      preclude the delivery, receipt and processing of the Ammonia, or any of
      the other activities contemplated to be performed by it under the
      Agreement.

            


    

     

    5.2           Orica
represents and warrants to EDC that:

     

    
      	
              5.2.1

            	
              Orica
      is duly organized, validly existing, and in good standing under the laws
      of Singapore, and has all requisite power and authority to own and lease
      the properties and assets it currently owns and leases and to conduct its
      activities as such activities are currently
  conducted.

            


    

     

    
      	
              5.2.2

            	
              Orica
      has all requisite corporate power, authority and capacity to execute,
      deliver, and perform this Agreement and to consummate the transactions
      contemplated hereby.  The execution, delivery, and performance
      of this Agreement and the consummation of the transactions contemplated
      hereby by Orica have been duly and validly authorized by all necessary
      action on the part of Orica (including approval by the board of directors
      and shareholders of Orica), and this Agreement has been duly and validly
      executed and delivered by Orica, and is the valid and binding obligation
      of Orica, enforceable against Orica in accordance with its terms, subject
      to applicable laws of bankruptcy, insolvency and similar laws affecting
      creditors’ rights and remedies
generally.

            


    

    

      
        
          
            Page
11

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              5.2.3

            	
              The
      execution, delivery, and performance by Orica of this Agreement does not
      and will not (i) conflict with or violate any provision of the
      articles of incorporation or bylaws of Orica; (ii) violate any
      provision of any Laws; (iii) conflict with, violate, result in a
      breach of, constitute a default under (without regard to requirements of
      notice, lapse of time, or elections of other persons, or any combination
      thereof) or accelerate or permit the acceleration of the performance
      required by, any material contracts to which either Orica is a party or by
      which Orica is bound or affected; (iv) result in the creation or
      imposition of any lien against or upon the Ammonia or AN; or (v) require
      any consent, approval, or authorization of, or filing of any certificate,
      notice, application, report, or other document with, any Government or
      other person.

            


    

     

    
      	
              5.2.4

            	
              Orica
      is currently in compliance with all Laws applicable to the ownership and
      operation of Orica’s business, except for such non-compliance as would not
      have a material adverse effect on Orica’s ability to perform hereunder and
      Orica is not subject to any Law, judgment, decree or sanction that would
      preclude the delivery of the Ammonia and receipt of the AN, or any of the
      other activities contemplated to be performed by it under the
      Agreement.

            


    

     

    
      	
              5.2.5

            	
              Orica
      shall also deliver to EDC during the Term within 15 days after the release
      of Orica Limited’s results to the Australian stock exchange, annual (as of
      September 30) and semi-annual (as of March 31), consolidated balance
      sheets, income statements and statements of cash flow for Orica and for
      any subsidiary of Orica in which it then owns at least 51% of the equity
      interest (“Financial Statements”).  The Financial Statements
      shall be audited and prepared in accordance with Australian generally
      accepted accounting principles, and signed by an authorized financial
      officer of Orica.  Orica shall also deliver to EDC during the
      Term within 15 days after the preparation thereof, quarterly (as of
      December 31 and June 30) Financial Statements. Without limiting the
      generality of the other confidentiality provisions of this Agreement, EDC
      acknowledges and agrees that the December 31 and June 30 Financial
      Statements contain highly confidential non-public information, and
      covenants that it shall not, and it shall cause its officers, directors,
      employees, agents and representatives not to, disclose the Financial
      Statements or information contained therein to any person or entity other
      than EDC’s officers for the purposes of conducting periodic credit
      reviews, on a need to know basis, nor use such Financial Statements to the
      detriment of Orica nor for any other
purpose.

            


    

     

    
      	
              6.0 

            	
              AMMONIA
      PURITY AND WARRANTY

            


    

     

    
      	
              6.1

            	
              Orica
      warrants that the Ammonia delivered by Orica to EDC from time to time
      hereunder will be delivered by pipeline and will conform to the Ammonia
      Specifications set forth in Schedule “B” hereto.  EDC agrees to
      use the same efforts it expends on its own behalf  to ensure
      that the Ammonia acquired and supplied by EDC to Orica will conform to the
      Ammonia Specifications set forth in Schedule “B” hereto. EDC shall reject
      any ammonia from its supplier which
does

            


    

     

    

      
        
          
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12

             

          

           


        

        
           


          
            

          

        

        
           


        

      



     

    
      	
               
      

            	
              not
      conform to such specifications, and shall be responsible for arranging
      with its supplier adequate supplies of conforming replacement Ammonia.
      Such Ammonia will be shipped by pipeline provided such pipeline is
      available for shipments.

            


    

     

    
      	
              6.2

            	
              Orica
      shall use commercially reasonable efforts, at its own expense, to cause
      its Ammonia supplier to provide a certificate of analysis. Further, at its
      own expense, Orica shall periodically cause such Ammonia to be analyzed
      prior to delivery into EDC’s storage tank as may be reasonably required by
      EDC and the report of such analysis shall be provided to EDC upon
      request.  Additional sampling and subsequent analysis of the
      Ammonia may be conducted by EDC in its discretion in accordance with
      standard methods of the American Society of Testing Materials, or by such
      other methods as may be agreed by Orica and EDC.  EDC and Orica
      will retain any samples that such party takes for at least 60 days from
      the date of delivery to be analyzed if a dispute arises as to the quality
      of the Ammonia.

            


    

     

    
      	
              6.3

            	
              If,
      based on the supplier’s certificate of analysis or the analysis of the
      samples by EDC, any ammonia delivered by Orica to EDC does not meet the
      Ammonia Specifications, EDC shall, as soon as practicable following such
      determination, notify Orica in writing that such ammonia does not meet
      such Specifications.  Orica shall be solely responsible for any
      demurrage, freight or transportation costs, removal costs, tank cleaning
      costs and other costs which are a direct result of Orica’s delivery of
      nonconforming Ammonia.  If EDC does not notify Orica that such
      ammonia does not meet the Ammonia Specifications within 30 days after
      delivery to the EDC Site, the Ammonia shall be deemed to meet the Ammonia
      Specifications.  In the event that Orica disagrees with EDC’s
      analysis, Orica will give EDC notice within 30 days of receipt of EDC’s
      notice, in which event the sample retained by EDC will be, and any sample
      retained by Orica may be, submitted for independent analysis to a mutually
      acceptable commercial laboratory.  The laboratory’s analysis of
      such sample or samples shall be final and binding on the
      parties.  The cost of the laboratory’s independent analysis will
      be borne by Orica if the ammonia is off-specification and by EDC if the
      Ammonia meets the Specifications.

            


    

     

    
      	
              6.4

            	
              Orica
      warrants that it has good title to, and the right to supply, all Ammonia
      delivered or supplied by Orica to EDC from time to time hereunder free and
      clear of all Claims, liens, security interests, encumbrances and
      charges.

            


    

     

    
      	
              6.5

            	
              EXCEPT
      AS SPECIFICALLY PROVIDED IN SUBSECTIONS 5.2, 6.1 and 6.4 HEREOF, ORICA
      MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS OR
      IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE AMMONIA DELIVERED BY
      ORICA OR SUPPLIED TO EDC BY ORICA HEREUNDER INCLUDING, WITHOUT LIMITATION,
      WARRANTIES AS TO CONDITION, QUANTITY OR QUALITY, MERCHANTABILITY, FITNESS
      FOR PARTICULAR PURPOSE, OR
OTHERWISE.

            


    

     

    

      
        
          
            Page
13

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              7.0 

            	
              AN
      PURITY AND WARRANTY

            


    

     

    
      	
              7.1

            	
              Provided
      that Orica supplies to EDC, or EDC is able to obtain from its supplier,
      sufficient Ammonia to meet the Monthly forecast AN requirements and the
      Ammonia Specifications, EDC warrants that all AN delivered to Orica from
      time to time hereunder shall conform to the Specifications set forth in
      Schedule “B” hereto, as applicable.

            


    

     

    
      	
              7.2

            	
              EDC
      shall take samples of AN delivered by EDC to Orica from each truck or rail
      car upon loading at the EDC Plant.  Orica may take samples of AN
      upon arrival at Orica’s destination.  Analysis of the samples
      shall be conducted by the sampling party in accordance with the standard
      methods of the American Society of Testing Materials, or by such other
      methods as may be agreed by Orica and EDC.  Each party shall
      retain any such samples for at least 60 days from the date of sampling to
      be analyzed if a dispute arises as to the quality of the
    AN.

            


    

     

    
      	
              7.3

            	
              If,
      based on analysis of the samples by EDC, any AN delivered or to be
      delivered by EDC to Orica does not meet the applicable AN Specifications,
      EDC shall so notify Orica in writing and shall not ship such AN without
      Orica’s written approval.  Subject to the terms of sale agreed
      in writing between Orica and EDC regarding such shipments, which terms may
      vary from those set forth in this Agreement, any nonconforming AN shipped
      with Orica’s approval shall be deemed to be in compliance with this
      Agreement, provided that any such acceptance shall not be deemed a waiver
      for any other nonconforming AN.  If Orica does not notify EDC
      that AN does not meet the applicable Specifications within (45) days of
      the date of receipt thereof, the AN shall be deemed to meet the relevant
      Specifications.  In the event that either party disagrees with
      the other party’s analysis of the samples, the disagreeing party shall
      give the other party notice within 15 days of receipt of the results of
      the analysis, in which event the retained sample or samples shall be
      submitted for independent analysis to a mutually acceptable commercial
      laboratory.  The laboratory’s independent analysis shall be
      final and binding on the parties.  The cost of the independent
      laboratory’s analysis will be borne by EDC if the AN is off-Specification
      and by Orica if the AN meets the
Specifications.

            


    

     

    
      	
              7.4

            	
              EDC
      agrees to apply the same loading inspection standards and procedures to
      all trucks, tank trucks and rail cars used to transport AN, irrespective
      of the carrier.  EDC agrees to promptly provide to Orica a copy
      of such standards and procedures in effect as of the Effective Date,
      together with copies of any revised standards and procedures subsequently
      adopted by EDC.

            


    

     

    
      	
              7.5

            	
              EDC
      warrants that it has good title to, and the right to supply, all AN
      supplied and delivered to Orica from time to time hereunder free and clear
      of all Claims, liens, security interests, encumbrances and charges, and
      that EDC has the manufacturing and conversion capability and capacity, and
      the right, to supply such AN to Orica at the rates, times and quantities
      contemplated by this

            


    

     

    

      
        
          
            Page
14

             

          

           


        

        
           


          
            

          

        

        
           


        

      



     

    
      	
               
      

            	
              Agreement.  EDC
      has all necessary authorizations, approvals and permits to receive the
      Ammonia at EDC’s Site, to process the same to produce AN, and to undertake
      all of the other activities contemplated to be performed by it in
      accordance with this Agreement.

            


    

     

    
      	
              7.6

            	
              EXCEPT
      AS SPECIFICALLY PROVIDED IN SUBSECTIONS 5.1, 7.1 and 7.5 HEREOF, EDC MAKES
      NO, AND HEREBY DISCLAIMS ANY, REPRESENTATION OR WARRANTY, EXPRESS OR
      IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THE AN DELIVERED BY EDC OR
      SUPPLIED TO ORICA BY EDC HEREUNDER INCLUDING, WITHOUT LIMITATION,
      WARRANTIES AS TO CONDITION, QUANTITY OR QUALITY, MERCHANTABILITY, FITNESS
      FOR PARTICULAR PURPOSE, OR
OTHERWISE.

            


    

     

    
      	
              8.0 

            	
              REMEDIES
      FOR NONCOMPLIANCE

            


    

     

    
      	
              8.1

            	
              Orica’s
      exclusive remedies for any non-conforming AN supplied hereunder, other
      than any nonconformance to the extent caused by non-conforming Ammonia,
      shall be, at Orica’s option, to (a) reject such non-conforming AN without
      penalty, or (b) accept such AN but at a price per Ton reduced by agreement
      of the parties.  In the event that Orica rejects any
      nonconforming AN, EDC will cause such nonconforming AN to be promptly
      removed from its current location at EDC’s cost, and EDC will take all
      necessary measures to promptly provide Orica with replacement AN meeting
      the applicable Specifications at that location at no additional cost to
      Orica.  EDC will be responsible for any additional demurrage,
      freight or transportation costs or other actual out-of-pocket costs
      incurred by Orica which are a direct result of EDC’s delivery of
      non-conforming AN.  In the further event that Orica rejects the
      nonconforming AN, but EDC is unable to deliver replacement AN to Orica
      within the time period necessary to meet the needs of Orica’s customers,
      Orica shall have the right, commencing on the business day following
      delivery of written notice to EDC,  to purchase a like quantity of AN
      from an alternative supplier and EDC shall reimburse Orica for Orica’s
      cost to purchase and deliver replacement AN from the alternative supplier
      to the location of the nonconforming AN. In the event of production or
      delivery by EDC of non-conforming AN, the parties shall cooperate in good
      faith in identifying means by which to mitigate loss or damage
      attributable to such nonconformance; provided that Orica shall be solely
      responsible for any nonconformance of AN supplied hereunder to the extent
      caused by non-conforming Ammonia.  EDC may dispose of any such
      non-conforming AN returned to it by sale to agricultural
      customers.

            


    

     

    
      	
              8.2

            	
              EDC
      shall have no liability to Orica for loss of or shortage in quantity of AN
      supplied or to be supplied hereunder solely as a result of EDC’s loading
      of, or the short-filling of, rail cars or trucks unless Orica notifies EDC
      in writing within 45 days from the date of receipt of the
      AN.  Provided that Orica has timely given such notice, its
      exclusive remedy for any loss of or shortage in quantity of
    AN

            


    

     


    
      
        
          Page
15

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    resulting
from EDC’s loading of rail cars or trucks shall be the refund of the *** for
such AN that was invoiced but not delivered plus the cost of freight to the
point at which the loss or shortage was detected.  EDC shall not be
liable to the extent a railroad or trucking company is liable for such loss or
shortage.

     

    
      	
              8.3

            	
              Except
      with respect to Orica’s rights set out in Sections 8.1 and 8.2, Orica
      hereby releases and forever discharges EDC, its agents, employees,
      successors and assigns, from all Claims relating to non-conformance with
      Specifications, or loss or shortage in quantity, of AN supplied by EDC
      pursuant to this Agreement.  In no event whatsoever shall either
      party be liable to the other for loss of profits or special, indirect or
      consequential damages, save and except for Orica’s obligation to pay the
      *** as set out in Section 14.2.1 (e) hereof and EDC’s obligation, if
      applicable, to refund the *** (included in the ***) as set out in Section
      8.2 hereof and to refund, if already paid,  the *** when Orica
      is relieved from its obligation to pay to EDC the *** as set out in
      Schedule “C” hereto.

            


    

     

    
      	
              8.4

            	
              Subject
      to Section 8.1, following the delivery of AN to Orica hereunder and
      removal of such AN from the EDC Site, Orica assumes all risks and
      responsibility in connection with the further handling or use of such AN,
      whether used singly or in combination with other
      products.  Orica agrees to indemnify, defend and hold harmless
      EDC and its Affiliates from and against any and all Claims incurred or
      suffered by, or threatened against EDC or its Affiliates in connection
      with such further handling or use of such
AN.

            


    

     

    9.0           QUANTITY
MEASUREMENT

     

    
      	
              9.1

            	
              Actual
      measurement of quantities of Ammonia and AN delivered and the supplied
      party’s rights to dispute such measurements will be as set out in
      Schedule ”D”.

            


    

     

    10.0           AMMONIA
DELIVERY, RISK AND TITLE

     

    
      	
              10.1

            	
              All
      Ammonia which is supplied by Orica shall be supplied by pipeline. All
      Ammonia acquired and supplied by EDC hereunder shall be supplied by
      pipeline, and EDC shall be responsible for making the
      necessary  shipment arrangements to the extent Ammonia is
      available to EDC.

            


    

     

    
      	
              10.2

            	
              Ammonia
      supplied by pipeline shall be delivered to EDC’s Ammonia storage tanks and
      metered by the NuStar metering device at the EDC Site.  Absent
      demonstrable error, EDC and Orica agree that the amount of Ammonia
      delivered by pipeline shall be conclusively determined by the NuStar
      metering device and the amount of Ammonia so metered shall be used for
      billing to Orica hereunder.

            


    

     

    

      
        
          
            Page
16

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              11.0 

            	
              AN
      DELIVERY, RISK AND TITLE

            


    

     

    
      	
              11.1

            	
              Unless
      otherwise agreed, EDC shall deliver all AN supplied hereunder into trucks,
      tank trucks or rail cars supplied by
Orica.

            


    

     

    
      	
              11.2

            	
              Unless
      otherwise agreed, EDC shall load (a) AN Solution into Orica’s rail tank
      cars and release such cars within 7 days from the arrival of such cars at
      EDC’s Site provided that EDC shall not be required to load more than 2
      rail tank cars per 24 hour period, (b) AN Prills and HDAN into Orica’s
      rail hopper cars and release such cars within 7 days from the arrival of
      such cars at EDC’s Site provided that EDC shall not be required to load
      more than 10 rail hopper cars per 24 hour period, and (c) AN into Orica’s
      trucks and release such trucks within the free loading period allowed by
      the carrier provided that EDC shall not be required to load more than 24
      trucks per 24 hour period. All of the foregoing time frames shall be
      extended by any intervening weekend, holiday, or Force Majeure event; and
      provided further that in no event shall EDC be required to load in one day
      any more than one day’s actual production rate of AN Solution and one
      day’s actual production of AN Prills.  Should EDC fail to comply
      with the foregoing, EDC shall reimburse Orica, within 30 days of receipt
      of an invoice from Orica, for all demurrage and other out-of-pocket
      expenses incurred by Orica resulting from such delay.  Orica
      shall use commercially reasonable efforts to schedule rail cars or trucks
      for the EDC Plant at a rate that will permit EDC to load such cars and
      trucks within the time frames set forth in clauses (a) through (c) above,
      taking into account reasonably anticipated AN production
      rates.***

            


    

     

    
      	
              11.3

            	
              Title
      to all AN manufactured hereunder shall be in Orica, and delivery to Orica
      shall occur and all risks of loss and otherwise in relation thereto shall
      pass to Orica upon and after the delivery of the AN into Orica’s owned or
      contracted-for trucks or railcars at the EDC Plant.  EDC shall
      physically segregate all AN Prills manufactured for Orica from all other
      AN at the EDC Site.

            


    

     

    
      	
              11.4

            	
              EDC
      shall weigh, by means of certified scales and otherwise in accordance with
      Schedule “D”, all trucks and rail cars before and after they have been
      loaded, to determine the net weight of AN delivered to
    Orica.

            


    

     

    
      	
              11.5

            	
              EDC
      shall promptly confirm to Orica any shipment made, specifying the carrier,
      the date of departure, the weight of AN in each rail car or truck and its
      destination.  EDC shall also promptly forward to Orica one copy
      of each bill of lading issued with respect to such
      shipments.  Absent demonstrable error, the carrier’s weight
      measurements shall be deemed correct and shall be
      controlling.  The carrier which shall receive delivery of AN at
      EDC’s Plant shall be deemed authorized by Orica to execute the bill of
      lading for the shipment; provided, however, that authorization shall not
      affect Orica’s rights pursuant to Sections 7 and 8
      hereof.

            


    

     

    

      
        
          
            Page
17

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              11.6

            	
              Orica
      may from time to time request EDC to assist Orica in obtaining repair of
      Orica’s rail cars at EDC’s facilities located at the EDC
      Site.  EDC shall use its commercially reasonable efforts to
      obtain such services on Orica’s behalf, and at Orica’s
      expense.

            


    

     

    
      	
              11.7

            	
              EDC
      shall use its commercially reasonable efforts to minimize loss and
      shrinkage of AN during storage and handling, but such loss and shrinkage
      shall be to Orica’s account.

            


    

     

    
      	
              12.0 

            	
              INTENTIONALLY
      LEFT BLANK

            


    

     

    
      	
              13.0 

            	
              CONTRACT
      ADMINISTRATION

            


    

     

    
      	
              13.1

            	
              No
      later than August 31 of each Year during the Term, Orica shall deliver to
      EDC a forecast of its requirements for AN for the succeeding
      Year.  Orica shall also deliver to EDC Monthly a forecast of its
      requirements for AN for the succeeding 120 days.  The Monthly
      forecast is an estimate for planning purposes and is not a commitment to
      take AN at the Monthly rates
estimated.

            


    

     

    
      	
              13.2

            	
              Orica
      and EDC will conduct quarterly contract review meetings during the Term of
      this Agreement which meetings shall include a review of cost performance
      Year to date versus the Annual Budget for that
  Year.

            


    

     

    
      	
              13.3

            	
              Orica
      shall have the right to verify (“Verification Right”) that the ***
      calculated by EDC for any Year properly applies the methodology set forth
      in Schedule “C” by giving written notice to EDC within the 30-day period
      following receipt of EDC’s calculation of the *** for the applicable
      Year.  If Orica exercises its Verification Right, the
      verification shall be completed within the 30-day period after notice of
      Orica's exercise of its Verification Right, at Orica’s expense and at the
      EDC Site, and EDC shall provide Orica with all information reasonably
      requested by Orica relating to the calculation of the *** to enable Orica
      to carry out such verification. In the event that Orica wishes to exercise
      its Verification Right, Orica shall pay all undisputed amounts owing to
      EDC within 30 days after receiving EDC’s calculation of the *** which
      payment shall not waive Orica’s right to dispute the remainder. If, as
      determined by the verification, the actual *** is more than the ***,
      including adjustments, paid by Orica for the applicable Year, Orica shall
      pay the amount of such underpayment to EDC within 30 days of such
      determination.  If, on the other hand, the actual *** is less
      than the ***, including adjustments, paid by Orica for the applicable
      Year, EDC shall pay the amount of such overpayment to Orica within 30 days
      of such determination.

            


    

     

    

      
        
          
            Page
18

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              14.0

            	
              PAYMENTS

            


    

     

    
      	
              14.1

            	
              In
      consideration of EDC making available the Reserved Capacity for Orica,
      Orica shall pay to EDC the *** calculated on the basis set out in Schedule
      “C” to this Agreement.

            


    

     

    
      	
              14.2.1

            	
              EDC
      shall invoice Orica and Orica shall pay to EDC the amounts owing by Orica
      to EDC under this Agreement for:

            


    

     

    (a)
Ammonia, if supplied by EDC to manufacture AN for Orica, weekly and at EDC’s
delivered cost from its Ammonia supplier;

     

    and be
paid by Orica as required by Section 3.6 of this Agreement;

     

    (b)
Ammonia, if supplied by Orica and purchased by EDC from Orica to manufacture AN
for Orica pursuant to Section 3.4 of this Agreement;

     

    and be
paid by Orica on or before the first day of the second Month succeeding the
Month in which such Ammonia was supplied by Orica;

     

    and
monthly for:

     

    ***

     

    ***

     

    ***

     

    
      	
               
      

            	
              and
      be paid by Orica on or before the first day of the second Month succeeding
      the Month in which the AN was delivered to Orica e.g. January deliveries
      are *** paid for on March 1st.

            


    

     

    The
individual price components set out in (c), (d) and (e) above will be determined
in accordance with Schedule “C” hereto.

     

    Orica
shall also pay to EDC any other amounts owing in accordance with Schedule “C”
hereto when they become due in accordance with such Schedule.

     


    
      
        
          Page
19

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               

            	
              If
      Orica has disputed any invoice in good faith prior to the expiration of
      the applicable payment period, Orica shall timely pay any undisputed
      amount, and shall have 30 days from receipt of a corrected invoice within
      which to remit payment for any agreed-upon amount related to disputed
      items.  If EDC identifies an error in an invoice previously issued to
      Orica or EDC determines that it has not invoiced Orica for AN delivered
      hereunder then EDC may issue to Orica, during the Year in which the AN is
      supplied and until January 31 of following Year, a corrected invoice or
      initial invoice for payment.

            


    

     

    
      	
              14.2.2

            	
              The
      *** billed pursuant to 14.2.1 (b) will be adjusted to actual costs by the
      15th
      day of the following Month and any adjustments will be applied to the
      original billing and paid on the due date of the original
      billing.  The “True Up Report” attached as Schedule “F” hereto
      shall be used to complete the adjustments. The actual *** so determined
      will then be used as the estimated *** for the next following
      Month.  By way of example, the estimated *** for January will be
      adjusted to actual *** by February 15th.  The
      actual January *** will then be used as the estimated March
      ***.  If the true up to actual costs cannot be completed by the
      15th
      day of the Month following the Month of supply then the true up will be
      completed as soon as possible
thereafter.

            


    

     

    
      	
              14.2.3

            	
              One
      twelfth (1/12) of the total annual budgeted *** will be charged to Orica
      each Month.  The budgeted *** will then be adjusted to actual
      *** by the 15th
      day of the following Month and any adjustments will be applied to the
      original billing and paid on the due date of the original
      billing.  The “True Up Report” attached as Schedule “F” hereto
      shall be used to complete the adjustments. The *** component of the Annual
      Budget shall be used for interim billing purposes save and except that,
      for quarters commencing on and after April 1st
      each Year, if the actual *** for the preceding quarter exceed the interim
      billed *** for that quarter by 5% or more then the interim billed ***
      shall be adjusted for the subsequent quarter to the actual *** for the
      preceding quarter.

            


    

     

    
      	
              14.2.4

            	
              The
      *** will be paid by Orica on 20,000 Tons per Month provided that, if Orica
      takes more than 20,000 tons in a Month then Orica shall pay to EDC the ***
      on the additional Tons above 20,000 Tons per Month with such additional
      payments to be credited against the *** payable by Orica in the next
      following Month.  Orica shall always pay the *** at a rate of
      20,000 tons per Month with any *** owing due to an annual offtake by Orica
      of more than 240,000 Tons to be paid by Orica to EDC in January of the
      next following Year.  The “True Up Report” attached as Schedule
      “F” hereto shall be used to complete the adjustments. Under any and all
      circumstances Orica is obliged to pay to EDC a minimum Yearly *** for
      240,000 Tons and a Monthly *** for 20,000
Tons.

            


    

     

    

      
        
          
            Page
20

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              14.3

            	
              Orica
      shall, in addition to all other amounts payable hereunder, be responsible
      for or shall reimburse EDC (subject to receipt of reasonable documentation
      reflecting payment by EDC), as the case may be, for all sales, value added
      or transfer taxes or Governmental fees levied or imposed, or charges or
      costs payable to a Government and attributable to compliance with
      Governmental orders or Laws issued or adopted after the date hereof, in
      connection with the supply of AN hereunder; provided that in no event
      shall such amount include amounts relating to fines and penalties or fees
      and expenses arising therefrom or income taxes payable by
      EDC.  EDC may, where required by Laws, collect from Orica any
      such tax, fee, charge or other cost and remit it to the appropriate
      Government.  Any such tax, fee, charge or other cost shall be
      paid by Orica in addition to the *** to be paid hereunder.  If
      any such tax or fee paid by Orica is adjusted as a result of any
      reassessment by any Government, then any increase or decrease in any such
      tax or fee and any interest and penalties (except to the extent
      attributable to the negligence of EDC) resulting from the reassessment is
      for Orica’s account.

            


    

     

    
      	
              15.0 

            	
              FORCE
      MAJEURE

            


    

     

    
      	
              15.1

            	
              Notwithstanding
      anything herein contained, each party will be excused from performance of
      its obligations hereunder, other than (a) an obligation to pay money
      (including Orica’s obligation to make the payments provided for in Section
      14.2.1 except in the circumstances where Orica is relieved from its
      obligations to pay to EDC the *** as set out in Schedule “C” hereto) or
      (b) to indemnify, in the event and to the extent such failure is caused by
      an event of Force Majeure.  If an event of Force Majeure occurs,
      the party whose performance is excused shall immediately provide written
      notice to the other party of the event of Force Majeure, the nature of the
      event, the extent to which the event of Force Majeure affects or delays
      the affected party’s performance hereunder, the particular obligations so
      affected, the steps taken and proposed to be taken to lessen and cure the
      Force Majeure, and the estimated duration of the event of Force
      Majeure.  If there is any material change, addition or
      alteration to the circumstances giving rise to, or in the information
      provided pursuant to, the written notice, the affected party shall provide
      the other party with written notice of the same. At all times during an
      event of Force Majeure, both parties shall use reasonable means to avoid
      or minimize the consequences of any event of Force Majeure; provided that
      nothing contained in this Agreement shall be construed as requiring either
      party hereto to accede to the demands of labor or labor unions it
      considers unreasonable.  The performance of this Agreement shall
      be resumed as soon as practicable after such disability has been
      removed.

            


    

     

    
      	
              15.2

            	
              If
      an event of Force Majeure impairs EDC’s ability to produce nitric acid or
      deliver AN Solution or HDAN under this Agreement, EDC shall allocate
      its available production of nitric acid, AN Solution and HDAN manufactured
      at EDC’s Site and available for supply among all of EDC’s customers then
      supplied or which are

            


    

     


    
      
        
          Page
21

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               

            	
              customarily
      supplied from EDC’s Site, including Orica and EDC.  This prorating
      shall be based on EDC’s existing contracts for sale of nitric acid, 
      AN Solution and HDAN and the previously forecasted requirements of such
      customers for the period of the event of Force
  Majeure.

            


    

     

    
      	
              15.3

            	
              An
      event of Force Majeure shall not extend the term of this
      Agreement.

            


    

     

    
      	
              16.0 

            	
              TERMINATION

            


    

     

    
      	
              16.1

            	
              Either
      party may terminate this Agreement upon written notice to the other party
      in the event the other party shall commence, or there shall be commenced
      against the other party, any case, proceeding or other action (which shall
      not have been dismissed within 60 days of commencement) seeking to have an
      order for relief entered with respect to such party or to adjudicate such
      party as a bankrupt or insolvent, or seeking reorganization, arrangement,
      adjustment, liquidation, dissolution or composition under any Law relating
      to bankruptcy, insolvency, reorganization or relief of debtors or seeking
      appointment of a receiver, trustee, custodian or other similar fiduciary
      with respect to any part of such party’s business or property or the other
      party makes a general assignment for the benefit of its
      creditors.

            


    

     

    
      	
              16.2

            	
              If
      an event of Force Majeure claimed by EDC or Orica persists for a
      continuous period of at least 180 days or if the duration of an event of
      Force Majeure claimed by EDC or Orica is estimated by the party claiming
      Force Majeure to be 180 days or longer, then the party not claiming the
      Force Majeure shall have the right, but not the obligation, to terminate
      this Agreement and the obligations of the parties hereto, except for
      claims in dispute and payments and other obligations then due and owing,
      by giving written notice of termination to the other party. For purposes
      of this Section 16.2, if the period between the end of one event of
      Force Majeure and the commencement of another event of Force Majeure is
      less than 30 days, the Force Majeure shall be deemed to be
      continuous, but the time between the Force Majeure periods shall not be
      counted in determining the 180 day period required before termination
      hereunder is allowed.

            


    

     

    
      	
              16.3

            	
              EDC
      may terminate this Agreement on 14 days prior written notice to Orica if
      Orica delivers ammonia to EDC which does not meet Ammonia Specifications
      and if, after EDC has given notice to Orica pursuant to Section 6.3, Orica
      has not within 45 days of receipt of such notice, commenced deliveries of
      Ammonia meeting the Ammonia
Specifications.

            


    

     

    
      	
              16.4

            	
              Orica
      may terminate this Agreement on 14 days prior written notice to EDC if EDC
      delivers AN to Orica which does not meet the applicable AN Specifications,
      and if, after Orica has given notice to EDC pursuant to Section 7.3, EDC
      has not within 45 days of receipt of such notice, commenced delivery of at
      least 95% of the prior volumes of AN which meets the relevant
      Specifications.

            


    

    

      
        
          
            Page
22

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              16.5

            	
              Either
      party may terminate this Agreement if the other party defaults in the due
      and punctual payment of any amounts owing to the non-defaulting party or
      fails to perform any material obligation and such default or failure
      continues for 30 days after the non-defaulting party gives written notice
      to the defaulting party advising of the default or failure and the
      intention to terminate this Agreement in the absence of payment or
      performance.

            


    

     

    
      	
              16.6

            	
              Either
      party may terminate this Agreement pursuant to a notice given in
      accordance with Section 27.5
hereof.

            


    

     

    
      	
              16.7

            	
              Orica
      may terminate this Agreement upon five days prior notice to EDC in the
      event (a) of major damage to, destruction of, or a loss of production
      capacity at, EDC’s Plant, and (b)(i)
      within 180 days of such damage, destruction or loss of production
      capacity, EDC’s Plant is not or cannot be restored to a level of
      production sufficient to supply the Reserved Capacity, as determined by
      Orica acting in good faith and after consultation with EDC, or (ii) the
      cost to repair such damage, rebuild EDC’s Plant or restore the production
      capacity (after taking into account any insurance recovery by EDC) will
      result in an increase in the ***.  Nothing in this Section 16.7
      shall be deemed to prevent EDC from repairing such damage, rebuilding the
      EDC Plant or restoring its production capacity at its sole cost within a
      180-day period, in which event such costs shall not be included in the ***
      and Orica shall have no right to terminate under this Section
      16.7.

            


    

     

    
      	
              16.8

            	
              The
      termination of this Agreement for any cause whatsoever shall not release a
      party from any liability which at the time of termination has already
      accrued to the other party or which may thereafter accrue in respect of
      any act or omission prior to
termination.

            


    

     

    
      	
              16.9

            	
              The
      rights and remedies of the parties under this Agreement are cumulative
      and, subject to the limitations expressed in this Agreement, the exercise
      of a remedy by a party shall not preclude the right of such party to
      exercise any other remedy available to such party in accordance with the
      terms of this Agreement or
otherwise.

            


    

     

    
      	
              17.0 

            	
              HARDSHIP

            


    

     

    
      	
              17.1

            	
              If,
      at any time during the Term of this Agreement, there occurs a substantial
      change in the business, technical or commercial conditions which adversely
      affects the business or financial condition of either party to this
      Agreement, or a substantial change in Laws applicable to this Agreement or
      its performance by either party, as a result of which a party incurs or
      would be likely to incur substantial hardship in complying with the
      provisions of this Agreement, the party experiencing hardship may notify
      the other in writing that it wishes to discuss the terms and performance
      of this Agreement in light of such changed
  conditions.

            


    

    
       

      
        
          
            Page
23

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              17.2

            	
              Within
      30 days after any notice under Section 17.1 above, the parties shall meet
      in Oklahoma City at a mutually acceptable time to discuss in good faith
      appropriate means, if any, to relieve such hardship in a manner equitable
      to both parties and at such meeting the party alleging hardship shall make
      available such data and information as it deems necessary to justify its
      request for relief. For the avoidance of doubt, nothing in this Section 17
      shall alter the rights and obligations of the parties to supply and
      purchase AN or supply Ammonia under this Agreement in any way except to
      the extent that the parties agree to do so in writing at or following any
      such meeting.

            


    

     

    18.0           INSURANCE

     

    
      	
              18.1

            	
              EDC
      shall procure and maintain, at EDC’s sole expense (but subject to Schedule
      “C”), at all times during the Term of this
  Agreement:

            


    

     

    
      	
              18.1.1

            	
              Commercial
      General Liability Insurance

            


    

     

    
      	
               

            	
              Commercial
      General Liability Insurance with limits of not less than $1,000,000 each
      occurrence.   Railroad Protective Liability is to be included if
      that exposure exists with limits of not less than $5,000,000 each
      occurrence.

            


    

     

    
      	
              18.1.2

            	
              Automobile
      Liability Insurance

            


    

     

    
      	
               

            	
              Business
      Auto Liability Insurance with a limit of liability in an amount not less
      than $1,000,000 each occurrence.

            


    

     

    
      	
              18.1.3

            	
              Workers’
      Compensation Insurance

            


    

     

    
      	
               

            	
              Workers'
      Compensation Insurance in accordance with the laws of the State of
      Arkansas, and any other applicable jurisdiction, covering all employees
      who are engaged by EDC in performing its obligations under this
      Agreement.    Employer’s Liability coverage is required
      with limits of not less than the
following:

            


    

     

    
      	
               

            	
              Bodily
      Injury by
      Accident                                              $1,000,000 
      Each Accident

            


    

     

    
      	
               

            	
              Bodily
      Injury by
      Disease                                                
      $1,000,000  Each Employee

            


    

     

    
      	
               

            	
              Bodilyn
      Injury by
      Disease                                               $1,000,000 
      Policy Limit

            


    

     

    
      	
              18.1.4

            	
              Excess
      Liability Insurance

            


    

     

    
      	
               

            	
              Umbrella
      Liability insurance with a limit of liability not less than $10,000,000
      each occurrence.

            


    

     

    
      	
              18.1.5

            	
              Business
      Interruption Insurance

            


    

     

    

      
        
          
            Page
24

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               

            	
              Business
      interruption insurance including, without limitation, coverage for the
      recovery of the *** which would have been paid by Orica had such AN been
      manufactured and delivered to
Orica.

            


    

     

    
      	
              18.1.6

            	
              Property
      Insurance

            


    

     

    
      	
               

            	
              Property
      insurance covering all risks of loss and damage to the EDC Plant and EDC
      Site, including but not limited to plant, equipment, real property,
      personal property, tools, machinery and electronic data processing
      equipment.  Coverage shall also be provided for any property which is
      in EDC’s care, custody or control, and for which EDC is legally
      responsible.  Insurance valuation shall be for reinstatement or
      replacement cost.

            


    

     

    
      	
              18.1.7

            	
              Environmental
      Impairment Liability (EIL)
Insurance

            


    

     

    
      	
               

            	
              EIL
      insurance coverage with an aggregate limit of liability of $20,000,000,
      subject to certain deductibles and/or self-insured retentions.  At
      the request and expense of Orica, EDC’s EIL policy shall be specifically
      endorsed to include Orica as an Additional Named Insured with regard to
      exposures in which Orica has a financial interest or for which Orica has
      or may have any liability.  EDC’s policy shall be specifically
      endorsed to waive any rights of subrogation against Orica, its directors,
      officers and employees.

            


    

     

    
      	
              18.1.8

            	
              General
      Terms

            


    

     

    
      	
               

            	
              All
      insurance companies providing the aforesaid coverages to EDC must be
      authorized to do business in the State of Arkansas.  All insurance
      companies must be rated A- or better with a financial rating of VIII or
      better in the most recent A.M. Best’s Rating Guide.  Certificates of
      insurance for all required coverages shall be provided to Orica prior to
      commencement of the Agreement and renewal certificates upon policy
      renewals.

            


    

     

    
      	
              18.2

            	
              Orica
      shall procure and maintain, at Orica’s sole expense, at all times during
      the Term of this Agreement:

            


    

     

    
      	
              18.2.1

            	
              Commercial
      General Liability Insurance

            


    

     

    
      	
               

            	
              Commercial
      General Liability Insurance with limits of not less than $1,000,000 each
      occurrence.   Railroad Protective Liability is to be included if
      that exposure exists with a limit of liability not less than $5,000,000
      each occurrence.

            


    

     

    
      	
              18.2.2

            	
              Automobile
      Liability Insurance

            


    

     

    
      	
               

            	
              Business
      Auto Liability Insurance with a limit of liability in an amount no less
      than $1,000,000 each occurrence.

            


    

    
       


      
        
          
            Page
25

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              18.2.3

            	
              Workers’
      Compensation Insurance

            


    

     

    
      	
               

            	
              Workers'
      Compensation Insurance in accordance with the laws of the State of
      Arkansas, and any other applicable jurisdiction, covering all employees
      who are engaged by Orica in performing its obligations under this
      Agreement.    Employer’s Liability coverage is required
      with limits of not less than the
following:

            


    

     

    
      	
               

            	
              Bodily
      Injury by
      Accident                                              $1,000,000 
      Each Accident

            


    

     

    
      	
               

            	
              Bodily
      Injury by
      Disease                                                $1,000,000 
      Each Employee

            


    

     

    
      	
               

            	
              BodilyInjury
      by
      Disease                                                
      $1,000,000  Policy Limit

            


    

     

    
      	
              18.2.4

            	
              Excess
      Liability Insurance

            


    

     

    
      	
               

            	
              Umbrella
      Liability insurance with a limit of liability not less than $10,000,000
      each occurrence.

            


    

     

    
      	
              18.2.5

            	
              Business
      Interruption Insurance

            


    

     

    
      	
               

            	
              Business
      interruption insurance relating to its explosives business covering Claims
      against or incurred by Orica arising as a result of a business
      interruption event at the EDC Plant or the EDC Site which impacts the
      ability of EDC to manufacture and deliver AN hereunder to
      Orica.

            


    

     

    
      	
              18.2.6

            	
              Property
      Insurance

            


    

     

    
      	
               

            	
              Property
      insurance covering all risks of loss and damage to its property, including
      but not limited to plant, equipment, real property, personal property,
      tools, machinery and electronic data processing equipment.  Coverage
      shall also be provided for any property which is in Orica’s care, custody
      or control, and for which Orica is legally responsible. Insurance
      valuation shall be for reinstatement and replacement
  cost.

            


    

     

    
      	
              18.2.7

            	
              General

            


    

     

    
      	
               

            	
              All
      insurance companies providing the aforesaid coverages to Orica must be
      authorized to do business in the State of Arkansas.  All insurance
      companies must be rated A- or better with a financial rating of VIII or
      better in the most recent A.M. Best’s Rating
  Guide.

            


    

     

    19.0           DISPUTE
RESOLUTION

     

    
      	
              19.1

            	
              Except
      as otherwise provided herein, the parties shall attempt in good faith to
      promptly resolve any controversy or claim arising out of or relating to
      this Agreement, or the interpretation, performance or breach hereof (any
      of the

            


    

    
       


      
        
          
            Page
26

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
               
      

            	
              foregoing,
      a “Dispute”), by negotiations between the Chief Executive Officers of each
      party.  The disputing party shall give the other party written
      notice of the Dispute.  Within 15 days after receipt of such
      notice, the receiving party shall submit a written response to the other
      party.  The notice and response shall include a statement of
      each party’s position on the Dispute and a summary of the evidence and the
      arguments supporting its position.  The Chief Executive Officer
      (or his designee) of each party shall meet at a mutually acceptable time
      and place within 20 days after the date of the disputing party’s notice
      and thereafter as often as they reasonably deem necessary to exchange
      relevant information and to attempt to resolve the Dispute.  All
      negotiations and discussions pursuant to this Section 19.1 shall be
      confidential and shall be treated as compromise and settlement
      negotiations for purposes of the Federal Rules of Evidence and the
      Colorado Rules of Evidence.

            


    

     

    
      	
              19.2

            	
              If
      the Dispute remains unresolved for a period of 60 days following delivery
      by the disputing party of the notice referred to in Section 19.1, it shall
      be thereafter be settled by arbitration administered by the American
      Arbitration Association under its Commercial Arbitration
      Rules.  The arbitration shall take place in Denver,
      Colorado.  The parties shall, prior to referring any Dispute to
      arbitration, agree in writing upon the issue or issues to be
      arbitrated.  The arbitrator(s) shall be instructed to reach a
      decision based only on the facts and information supplied by the parties
      during the proceeding.  The parties agree that such referral and
      the arbitration award shall be binding on both
      parties.  Judgment upon the award rendered by the arbitrator(s)
      may be entered in any court having jurisdiction thereof. Notwithstanding
      any of the provisions or limitations of Sections 19.1 or 19.2, any demand
      for arbitration must be filed in writing with the other party and with the
      American Arbitration Association prior to the date when institution of
      legal or equitable proceedings based upon the Dispute would be barred by
      the applicable statute of repose or
limitations.

            


    

     

    
      	
              20.0 

            	
              CONFIDENTIAL
      INFORMATION AND ANNOUNCEMENTS

            


    

     

    
      	
              20.1

            	
              Each
      of the parties acknowledges that all non-public business, technical,
      proprietary or other similar information, including production cost and
      pricing information and data delivered to it by the other party in the
      course of entering into, performing or enforcing its rights under this
      Agreement, as well as the fact and terms of this Agreement, are
      confidential and shall be treated as confidential and agrees to, and to
      require its Affiliates, employees, legal, financial and other advisors to,
      hold such information in strict confidence and to refrain from disclosing
      or using such information to the detriment of the other party, until the
      fifth anniversary of the expiration or termination of this Agreement;
      provided however that a party may disclose confidential
      information:

            


    

     

    
      	
               
      

            	
              (a)  
      

            	
              if
      and when required to do so by Laws, provided that the disclosing party
      shall cooperate with any reasonable requests of the non-disclosing party
      in connection with a disclosure under this clause (a), including a request
      

            


    

     

    
       

      
        
          
            Page
27

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               

            	
              to review any securities filings pertaining to the entering
      into of this Agreement prior to their
filing;

            


    

     

    
      	
              (b)  
      

            	
              to
      third parties in connection with a proposed sale by such party of its
      business related to the subject matter of this Agreement, or an interest
      therein, provided that such third parties agree in writing to keep such
      information confidential;

            


    

     

    
      	
              (c)  

            	
                 which
      was previously known to it at the time of disclosure as evidenced by
      pre-existing written materials;

            


    

     

    
      	
              (d)  

            	
                 which
      is received from a third party not under an obligation of confidentiality
      to the disclosing party with respect to such information as evidenced by
      pre-existing written materials; or

            


    

     

    
      
        	
                (e)  

              	
                   which
      has been independently generated by the receiving party without reference
      to or reliance on any information provided
  hereunder.

              


      

       

    

    
      	
              20.2

            	
              Each
      party agrees that if it breaches or threatens to breach Section 20.1
      or any other confidentiality provision of this Agreement, the other party
      may be irreparably harmed and the remedy at law may be inadequate, and
      therefore, without limiting any other remedy available at law or in
      equity, an injunction, specific performance, or other forms of equitable
      relief to prevent further use and/or disclosure of confidential
      information, or money damages, shall be available to the other
      party.  All rights, powers and remedies provided for herein are
      cumulative, and the other party shall, in addition to the rights, powers
      and remedies herein conferred, be entitled to avail itself of all such
      other rights, powers and remedies as may now or hereafter
      exist.

            


    

     

    
      	
              20.3

            	
              Neither
      party shall make any announcement in any way concerning this Agreement nor
      any other transaction related hereto without the prior written consent of
      the other party hereto, except as may be required by Law or applicable
      stock exchange rule.

            


    

     

    
      	
              21.0 

            	
              SECURITY
      INTEREST

            


    

     

    
      	
              21.1

            	
              Orica
      and EDC hereby acknowledge that title to the AN manufactured for Orica
      hereunder shall at all times be in Orica.  Nevertheless, in
      order to protect Orica’s interest in such AN manufactured for Orica
      hereunder from the claims of creditors of EDC, EDC hereby assigns, pledges
      and grants to Orica a security interest in such AN manufactured for Orica
      hereunder.

            


    

     

    
      	
              21.2

            	
              Upon
      Orica’s request, EDC shall execute and file any financing and continuation
      statements prior to and from time to time after the manufacture of AN for
      Orica hereunder, as necessary to perfect such security interest, and EDC
      shall cooperate with Orica in connection with the execution and delivery
      of any notifications to any holders of conflicting security interests in
      such AN

            


    

    
       


      
        
          
            Page
28

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
               
      

            	
              manufactured
      for Orica hereunder to the extent such AN manufactured for Orica hereunder
      is considered or could be considered or is determined or could be
      determined to be the inventory of EDC in order to ensure the priority of
      Orica’s security interest.  Upon Orica’s request, EDC shall
      notify its creditors of Orica’s ownership and security interest in such AN
      manufactured for Orica hereunder, and shall request any such creditors to
      subordinate any liens or other security interests they may have in EDC’s
      assets to the security interest of Orica in such AN manufactured for Orica
      hereunder.

            


    

     

    
      	
              21.3

            	
              Orica
      agrees not to enforce its security interest unless a creditor of EDC
      asserts an interest in such AN manufactured for Orica hereunder or claims
      that all or part of such AN constitute the inventory of
    EDC.

            


    

     

    
      	
              22.0 

            	
              SAFETY,
      HEALTH AND ENVIRONMENT

            


    

     

    
      	
              22.1

            	
              Prior
      to entering into this Agreement, Orica has provided EDC with information
      regarding the safe transportation, handling, storage and use of Ammonia
      and AN (the “SHE Standards”).  EDC hereby acknowledges that it
      has received, read and understood the SHE Standards and agrees to take all
      such measures as are necessary or desirable in order to safely
      manufacture, transport, handle, store and/or use the Ammonia and AN in
      accordance with the SHE Standards.  For the avoidance of doubt,
      for the purposes of this clause, the term “the safe manufacture,
      transportation, handling, storage and use” of products relates not only to
      the safety of those persons who may be affected by the acts or omissions
      of EDC but also to protection of the Environment
  generally.

            


    

     

    
      	
              22.2

            	
              EDC
      shall comply with all safety and health Laws and Environmental Laws,
      regulations and codes of conduct applicable to the performance of its
      duties hereunder, and shall be solely responsible for any Claims howsoever
      arising in connection with any failure so to do.  EDC shall at
      all times remain responsible for the health and safety of those people
      affected by its operations and for protection of the
      Environment.

            


    

     

    
      	
              22.3

            	
              Unusual
      incidents (as identified in Schedule “E” hereto) at EDC’s Plant shall be
      reported to the Director, Sustainability of Orica USA Inc.  Such
      reports shall be made initially by telephone, to be followed by a written
      report within 24 hours.  If EDC inadvertently fails to promptly
      provide such notification or reports, such failure to notify or report
      shall not create any liability of EDC to Orica provided however that EDC
      shall rectify such failure as soon as it comes to EDC’s
      attention.

            


    

     

    
      	
              22.4

            	
              EDC
      shall indemnify, defend and save and hold harmless Orica and its
      Affiliates, and each of their respective officers, directors, employees,
      and agents (each, an “Orica Indemnified Party”), from and against any and
      all Claims sustained or incurred by any Orica Indemnified Party relating
      to or resulting or arising, directly or indirectly, from or in connection
      with, any of the following (provided that
EDC

            


    

    
       


      
        
          
            Page
29

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
               
      

            	
              shall
      have no liability under this Section 22.4 for any Claims in respect of
      which Orica has agreed to indemnify EDC in accordance with Section 8.4
      hereof, or to the extent such Claims relate to or result or arise from the
      negligent actions or inactions of an Orica Indemnified
    Party):

            


    

     

    
      	
              22.4.1

            	
              any
      breach of a representation or warranty made herein by EDC or
      non-compliance with or breach by EDC of any of the covenants or agreements
      contained in this Agreement to be performed by
  EDC;

            


    

     

    
      	
              22.4.2

            	
              the
      physical or environmental conditions at, on, under or in the EDC Site,
      and, to the extent such conditions are caused, created or contributed to
      by EDC, the physical or environmental conditions in the vicinity of the
      EDC Site;

            


    

     

    
      	
              22.4.3

            	
              the
      construction, equipping, maintenance, operation or use of the EDC Site, or
      the manufacturing or storage of Ammonia or AN, in each case in violation
      of any applicable Environmental Law or Environmental
    Permit;

            


    

     

    
      	
              22.4.4

            	
              the
      presence of any Hazardous Material or a Release or Disposal or the threat
      of a Release or Disposal of any Hazardous Material or waste on, at or from
      the EDC Site, or the Arrangement
      for Disposal or treatment of any Hazardous Material owned or possessed by
      EDC at any facility other than the EDC
Site;

            


    

     

    
      	
              22.4.5

            	
              the
      failure to promptly undertake and diligently pursue to completion all
      necessary, appropriate and legally authorized investigative, containment,
      removal, clean up and other remedial actions with respect to a Release or
      the threat of a Release of any Hazardous Material on, at or from the EDC
      Site, required by any Environmental Law or Environmental
      Permit;

            


    

     

    
      	
              22.4.6

            	
              human
      exposure to any Hazardous Material, noises, vibrations or nuisances of
      whatever kind or death, personal injury or damage to property to the
      extent the same arise from the condition of the EDC Site or the
      construction, equipping, ownership, use, sale, maintenance, conveyance or
      operation thereof in violation of any Environmental Law;
  or

            


    

     

    
      	
              22.4.7

            	
              a
      violation or asserted violation of any applicable Environmental Law or
      Environmental Permit at or related to the EDC
  Site.

            


    

     

    
      	
              22.5

            	
              In
      addition to Orica’s indemnification obligations under Section 8.4 hereof,
      Orica shall indemnify, defend and save and hold harmless EDC and its
      Affiliates, and each of their respective officers, directors, employees,
      and agents (each, an “EDC Indemnified Party”), from and against any and
      all Claims sustained or incurred by any EDC Indemnified Party relating to
      or resulting or arising, directly or indirectly, from or in connection
      with, any of the following (provided that Orica shall have no liability
      under this Section 22.5 for any Claims to the extent such Claims relate to
      or result or arise from the negligent actions or inactions of an EDC
      Indemnified Party):

            


    

    
       

      
        
          
            Page
30

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              22.5.1

            	
              any
      breach of a representation or warranty made herein by Orica or
      non-compliance with or breach by Orica of any of the covenants or
      agreements contained in this Agreement to be performed by
      Orica;

            


    

     

    
      	
              22.5.2

            	
              the
      physical or environmental conditions at, on, or in the EDC Site to the
      extent such conditions are caused, created or contributed to by
      Orica;

            


    

     

    
      	
              22.5.3

            	
              human
      exposure to any Hazardous Material, noises, vibrations or nuisances of
      whatever kind, or death, personal injury or damage to property to the
      extent the same arise from the transportation and delivery of Ammonia
      supplied by Orica to the EDC Site and the shipment of AN by Orica or for
      Orica from the EDC Site or the rail cars or trucks supplied to the EDC
      Site by Orica; or

            


    

     

    
      	
              22.5.4

            	
              a
      violation or asserted violation by Orica of any applicable Environmental
      Law or other Law,
      or Environmental Permit or other permit, related to the
      transportation of Ammonia to and AN from the EDC Site or the rail cars or
      trucks supplied to the EDC Site by
Orica.

            


    

     

    
      	
              23.0 

            	
              COMMUNICATIONS

            


    

     

    
      	
              23.1

            	
              All
      notices, requests, waivers, consents, approvals, agreements and other
      communications under this Agreement must be in writing to be effective and
      shall be delivered in person or by certified mail with postage prepaid and
      return receipt requested, courier or delivery service with charges prepaid
      or facsimile transmission,

            


    

     

    if to
Orica, addressed as follows:

     

    Orica
International Pte Ltd.

    Level 6,
Tower 2, 78 Shenton Way, Singapore 079120

    Attention:
Managing Director

     

    Fax
No.                      +65
6258 3425

     

    with a
copy to:

     

    Orica USA
Inc.

    33101 E.
Quincy Ave.

    Watkins,
CO 80137

    Attention: General
Counsel

     

    Fax
No.                      (303)
268-5252

     

    
      	 	
              and
      if to EDC, addressed as follows:

            


    

     

    El Dorado
Chemical Company

    Attention:   President

     

     

    
      
        
          
            Page
31

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    16 S.
Pennsylvania Avenue

    Oklahoma
City, Oklahoma  73107

     

    Fax
No.                      (405)
235-5067

    
with a
copy to:

     

    Attention:                      General
Counsel

     

    Fax
No.                      (405)
236-1209

     

    at the
same address.

     

    
      	 	
              Either
      party shall have the right to change its address by notice to the other
      party at the addresses in force
hereunder.

            


    

     

    
      	
              23.2

            	
              Any
      communications shall be deemed to have been received as
      follows:

            


    

     

    
      	
              23.2.1

            	
              if
      delivered in person, when
delivered;

            


    

     

    
      	
              23.2.2

            	
              if
      forwarded by facsimile, on the date of transmission thereof as reflected
      on the confirmation of the transmitting
machine;

            


    

     

    
      	
              23.2.3

            	
              if
      forwarded by certified mail, on the fifth Business Day following the date
      of mailing as shown on the certified mail receipt;
  and

            


    

     

    
      	
              23.2.4

            	
              if
      forwarded by courier or delivery service, on the third Business Day
      following the date of mailing as shown on the air
  bill.

            


    

     

    
      	
              24.0 

            	
              HEADINGS

            


    

     

    
      	
              24.1

            	
              The
      headings are inserted for convenience only and are to be ignored in
      construing this Agreement.

            


    

     

    
      	
              24.2

            	
              References
      to articles, sections or paragraphs are to articles, sections or
      paragraphs of this Agreement.  The words “hereto”, “herein”,
      “hereof”, “hereunder”, “this Agreement” and similar expressions mean and
      refer to this Agreement.

            


    

     

    
      	
              25.0 

            	
              RULES
      OF INTERPRETATION

            


    

     

    
      	
              25.1

            	
              The
      singular includes the plural and vice versa, “person” includes any
      individual, firm, company, partnership, corporation, Government,
      instrumentality and unincorporated body of persons, or association; and
      “in writing” or “written” includes printing, typewriting, or any
      electronic means of communication capable of being visibly reproduced at
      the point of reception.

            


    

    
       


      
        
          
            Page
32

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    
      	
              25.2

            	
              In
      the event that there shall be any discrepancies or conflict between the
      provisions of any Schedule attached to this Agreement and any of the
      provisions of the Agreement itself, then in every such event the
      provisions of this Agreement shall prevail and
  govern.

            


    

     

    
      	
              26.0 

            	
              GOVERNING
      LAW

            


    

     

    
      	
              26.1

            	
              This
      Agreement shall be governed by and interpreted in accordance with the laws
      of the State of Colorado.

            


    

     

    
      	
              27.0 

            	
              ASSIGNMENT
      AND SALE

            


    

     

    
      	
              27.1

            	
              Neither
      party shall transfer, assign, convey or otherwise dispose of all or any
      portion of its interest in, or its rights, benefits or obligations under,
      this Agreement to a third party without first having obtained the prior
      written consent of the other party, such consent not to be unreasonably
      withheld, delayed or denied; provided, however,
      either party with prior notice to the other party shall be permitted to
      assign its rights and obligations under this Agreement to the successor of
      the assigning party as a result of a statutory merger or consolidation or
      to the purchaser of all or substantially all of such party’s assets, or to
      an Affiliate which has the capability (as determined by the non-assigning
      party in the exercise of its reasonable discretion) to perform the
      assigning party’s obligations hereunder (collectively a “Permitted Successor
      and Assign”).

            


    

     

    
      	
              27.2

            	
              The
      parties acknowledge that Orica may, from time to time upon written notice
      to EDC, nominate itself or any of its Affiliates as purchaser under this
      Agreement or have its obligations under this Agreement performed, in whole
      or in part, by any one or more of its Affiliates, provided that, in any
      such circumstance, Orica shall remain responsible to EDC for full
      performance of all obligations under this Agreement (whether or not such
      obligations are to be performed by an Affiliate).  As of the
      Effective Date Orica hereby nominates Orica USA Inc. as purchaser under
      this Agreement (which nomination shall continue until EDC is otherwise
      notified in writing as provided in this Agreement) and will cause Orica
      USA Inc. to perform all of Orica’s obligations under this Agreement (but
      Orica shall not be released from and shall remain responsible to EDC for
      full performance of all obligations under this Agreement as hereinabove
      provided).

            


    

     

    
      	
              27.3

            	
              An
      assignee must covenant in writing to fully assume and perform all of the
      assignor’s obligations under this Agreement.  No transfer or
      assignment shall discharge or relieve the assignor from any of its
      covenants or obligations as are contained or provided within this
      Agreement which arise, are incurred, or are to be performed, prior to the
      date of the transfer or assignment unless specifically agreed to in
      writing by the other party. From and after the effective date of any
      assignment of this Agreement, and the rights and obligations hereunder,
      which has been consented to in writing by the non-assigning party, the
      assigning party shall be deemed released from all obligations and
      liabilities hereunder which are

            


    

    
       


      
        
          
            Page
33

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
               
      

            	
              based
      on acts, omissions, facts, events or circumstances first arising,
      occurring or existing after the effective date of the assignment. The
      rights and obligations of the parties herein set forth shall inure to and
      be binding upon Permitted Successors and
  Assigns.

            


    

     

    
      	
              27.4

            	
              Notwithstanding
      the foregoing, in the event either party intends to sell or otherwise
      transfer all or substantially all of its assets to which this Agreement
      relates to a third party purchaser or other transferee, or transfer this
      Agreement to an Affiliate, the selling or transferring party shall, unless
      prohibited by confidentiality undertaking, notify the other party at least
      60 days before the closing of such transaction.  The selling
      party shall also require its purchaser or transferee to assume the selling
      party’s rights and obligations under this Agreement upon the closing of
      such transaction.

            


    

     

    
      	
               
      

            	
              27.5  Any
      purported transfer or assignment in contravention of the foregoing shall
      be null and void, shall be considered a material breach of the Agreement
      and shall permit the other party, in addition to any other rights which it
      may have, to terminate this Agreement upon giving 30 days written notice
      thereof.

            


    

     

    
      	
              28.0 

            	
              TIME
      OF ESSENCE

            


    

     

    
      	
              28.1

            	
              Time
      shall be of the essence of this
Agreement.

            


    

     

    
      	
              29.0 

            	
              EFFECT
      OF THIS AGREEMENT

            


    

     

    
      	
              29.1

            	
              The
      provisions of this Agreement shall be binding upon the parties hereto and
      their respective successors and permitted
  assigns.

            


    

     

    
      	
              29.2

            	
              Nothing
      herein is intended to create a partnership for the purposes of subchapter
      K and Section 761 (a) of the Internal Revenue
  Code.

            


    

     

    
      	
              30.0

            	
              WAIVER

            


    

     

    
      	
              30.1

            	
              No
      waiver by either party of any breach hereof or of any claim, right or
      remedy provided for hereunder shall be deemed a waiver unless such waiver
      is in writing and signed by the party to be bound.  The failure
      of a party to assert or exercise any claim, right or remedy shall not be
      deemed a waiver of such claim, right or remedy in the
    future.

            


    

     

    
      	
              31.0

            	
              AMENDMENT
      AND SEVERABILITY

            


    

     

    
      	
              31.1

            	
              This
      Agreement may only be altered, modified, amended or changed by written
      agreement executed by both parties.

            


    

     

    
      	
              31.2

            	
              If
      any court or arbitrator declares the invalidity of any provision of this
      Agreement, such provision shall be either amended to make it valid or
      enforceable, respecting the intention of the parties expressed in that
      provision to the greatest 

            


    

    
       


      
        
          
            Page
34

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               

            	
              extent possible, or, if this is not possible, deleted with
      the remainder of the Agreement remaining in full force, validity and
      effect.

            


    

     

    
      	
              32.0

            	
              ENTIRE
      AGREEMENT

            


    

     

     

    
      	
              32.1

            	
              The
      parties hereto agree that the terms and provisions of this Agreement
      together with the Schedules hereto constitute the entire agreement between
      the parties hereto concerning the subject matter hereof and supersede any
      and all prior negotiations, understandings and agreements, whether written
      oral, between the parties with respect thereto.  There is no
      warranty, representation, collateral agreement or condition affecting this
      Agreement other than those herein set
forth.

            


    

     

    IN WITNESS WHEREOF the parties
hereto have executed this Agreement in the presence of their respective officers
duly authorized in this regard on the day and Year first above
written.

     

    The
Common Seal of

    ORICA
INTERNATIONAL PTE LTD. `       EL DORADO CHEMICAL
COMPANY

    was
affixed in accordance with its

    Articles
of Association

     

     

    By: /s/ John R.
Beevers                By:  /s/ Jack E. Golsen   

    Name:  John
R.
Beevers                                                     
Name: Jack E. Golsen

    Title:    CEO
Orica Mining
Services                                  Title:
Chairman

     


    
      
        
          Page
35

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
“A”

     

    DEFINITIONS

     

    In the
Agreement to which this Schedule “A” is attached and in all Schedules thereto,
the following words have the meanings given to such words below:

     

     “***” shall have the
meaning set forth in Schedule “C” to this Agreement;

     

    “Affiliate” means any person
which, directly or indirectly, Controls, is Controlled by or is under common
Control with a party to this Agreement;

     

    “Approved Investment” shall
have the meaning set forth in Schedule “C” to this Agreement;

     

    “Approved Investment Project”
shall have the meaning set forth in Schedule “C” to this Agreement;

     

    “Agreement” means this
Agreement, including the Schedules hereto, and any future amendments or
supplements;

     

    “Ammonia” means fertilizer
grade anhydrous ammonia (82-0-0) which meets or exceeds the applicable
specifications set out in Schedule “B” hereto;

     

    “Ammonium Nitrate” or “AN”
means, individually and collectively, AN Prills, HDAN and/or AN
Solution;

     

    “Annual Budget” shall have the
meaning set out in Schedule “C” hereto;

     

    “AN Prills” means industrial
grade ammonium nitrate prills manufactured by EDC at the AN Prills Plant which
meet or exceed the applicable Specifications in Schedule “B”
hereto;

     

    “AN Prills Plant” means the AN
Prill tower and related equipment used to manufacture AN Prills located on the
EDC Site, sometimes referred to as the “KT Plant”;

     

    “AN Solution” means ammonium
nitrate solution which meets or exceeds the applicable AN Solution
Specifications in Schedule “B” hereto, except that “Tons of AN Solution” shall
be measured on a one hundred percent (100%) basis;

     

    “Arrangement for Disposal” has
the same meaning as given to that term in the case law interpreting Section
107(a)(3) of CERCLA;

     

    “***” shall having the meaning
given in Schedule “C” hereto;

     

    “Business Day” means a day on
which banking institutions in Denver, Colorado are open for
business;

    
       


      
        
          
            Page
36

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    “CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. § 9601(22), and the regulations and agency guidance
promulgated thereunder;

     

    “Claim” means any claim,
demand, suit, action, cause of action, assessment, loss, cost, expense,
liability (whether contingent, fixed or unfixed, liquidated or unliquidated, or
otherwise), obligation, fine, penalty, interest, payment, damage, requirement to
do work or requirement to perform an activity (whether as a result of civil
action, criminal action, Government order or on any other basis whatsoever),
including costs or expenses of any and all investigations or proceedings and
reasonable fees and expenses of attorneys, accountants and other experts, but
excluding special, consequential, incidental or punitive damages claimed by a
party to this Agreement;

     

    “Controls”, “is Controlled by” and
“is under common Control with” means, with respect to either party to
this Agreement, the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a party, whether through
ownership of voting securities, by contract or otherwise;

     

    “Disposal” has the same
meaning as given to that term in CERCLA;

     

    “Dispute” shall having the
meaning given in Section 19.1 hereto;

     

    “Dollar” or “$” shall mean dollars in
United States currency;

     

    “EDC’s Plant” or “EDC Plant”
means the portion of the EDC Site useable by Orica for the storage of Ammonia
pursuant to Section 3.8 of the Agreement, the portion of the nitric acid
production facilities at the EDC Site utilized to supply nitric acid for the
production of AN for Orica, the portion of the AN Solution production and
storage facilities at the EDC Site utilized to supply AN Solution for shipments
and for the production of AN for Orica, the portion of the EDC Site dedicated to
the manufacture of AN Prills, including the AN Prills Plant, the portion of the
supporting facilities at the EDC Site used to manufacture steam, to unload
Ammonia, to load and ship AN manufactured for Orica and for ingress to and
egress from the AN Prills Plant and any assets that Orica requests EDC to add to
the EDC Site as a result of this Agreement;

     

    “EDC’s Site” or “EDC Site”
means the facilities existing and land utilized as at the Effective Date by EDC
at El Dorado, Arkansas for the storage of Ammonia and the manufacture of 420,000
Tons of nitric acid, sulfuric acid, 450,000 Tons of AN Solution, 250,000 Tons of
AN Prills and 200,000 Tons of HDAN;

     

    “EDC Indemnified Party” shall
have the meaning set forth in Section 22.5 of this Agreement;

     

    “Effective Date” means January
1, 2010;

     

    “Environment” means any water
or water vapor, any land, including land surface or subsurface, air, fish,
wildlife, flora, fauna, biota and all other natural resources;

     

    
      
        
          Page
37

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Environmental Law” means any
and all federal, state or local environmental, land use, zoning, health,
chemical use, safety and sanitation laws, statutes, ordinances, codes, and
regulations, whether currently in effect or enacted or amended after the
Effective Date of this Agreement, relating to the protection, preservation or
remediation of the Environment and/or governing the use, storage, treatment,
generation, transportation, processing, handling, production, Disposal, or
Arrangement for Disposal of Hazardous Materials and the rules, regulations,
written and published notices, guidelines, decisions, orders and directives of
federal, state and local governmental agencies and authorities with respect
thereto;

     

    “Environmental Permit” means
all permits, licenses, approvals, authorizations, consents or registrations
required by any applicable Environmental Law in connection with the ownership,
development, construction, equipping, use and/or operation of the EDC Site or
the EDC Plant, as applicable, for the storage, treatment, generation,
transportation, processing, handling, production or Disposal of Hazardous
Materials;

     

    “Financial
Statements” shall have the meaning set forth in Section 5.2.5 of
this Agreement;

     

    “Force Majeure” means any
cause or causes beyond the reasonable control of the party claiming such Force
Majeure which prevents the performance by such party of any obligation under the
Agreement, other than (a) an obligation to pay money (including Orica’s
obligation to make the payments provided for in Section 14.2.1 except in the
circumstances where Orica is relieved from its obligations to pay to EDC the ***
(including Depreciation) and *** components of the *** as set out in Schedule
“C” hereto) or (b) to indemnify, including, without limiting the generality of
the foregoing, acts of God, compliance with Laws, including Environmental Laws,
or any order or directive of any Government which, in the reasonable judgment of
the party affected, makes it necessary to cease or reduce production or
delivery, storm, lightning, riot, sabotage, rebellion, insurrection, war, threat
of war, embargo, flood, fire, lightning, accident, explosion, inability to
obtain sufficient fuel, transportation equipment, power or raw materials,
including specifically Ammonia, to maintain production of AN at EDC’s Plant or
to deliver AN to Orica, breakdown of machinery or equipment and shutdown or
partial shutdown of EDC’s Plant, provided that lack of funds shall not be a
cause beyond the reasonable control of a party.  Labor Difficulties
shall be events of Force Majeure if they occur within the regular operations of
a party and significantly affect such party’s ability to perform its obligations
hereunder.  Labor Difficulties affecting transportation facilities
with respect to the delivery and supply of goods, raw material supplies and
services to EDC’s Plant shall constitute events of Force Majeure to the extent
that such Labor Difficulties affect EDC’s ability to perform its obligations
hereunder;

     

    “Government” means federal,
state and municipal governments and authorities, whether executive,
administrative, municipal or quasi-judicial, and departments, organizations and
agencies of such governments and authorities, in the United States;

    
      

        
          
            
              Page
21

               

              ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

            

             


          

          
             


            
              

            

          

          
             


          

        

      

    

    “Hazardous Material” means,
without limitation, any element, compound, mixture, solution, substance,
product, waste or byproduct designated as “hazardous” or “toxic” or as a
pollutant or contaminant pursuant to any Environmental Law or Environmental
Permit, and Ammonium Nitrate, and any element, compound, mixture, solution,
substance, product, waste or byproduct produced therefrom or created
thereby;

     

    “HDAN” means agricultural
grade ammonium nitrate which meets or exceeds the applicable Specifications in
Schedule “B” hereto manufactured by EDC at the EDC Site, and sometimes known as
“E2”;

     

    “Initial Term” shall have the
meaning set forth in Section 2.1 of this Agreement;

     

    “Koch Ammonia Agreement” means
the Anhydrous Ammonia Sales Agreement between Koch Nitrogen Company (“KNC”), Koch Nitrogen
International SARL (“KNI”) and EDC dated March 9,
2005, which was subsequently amended by (a) that certain First Amendment to
Anhydrous Ammonia Sales Agreement, effective August 29, 2005; (b) that certain
Second Amendment to Anhydrous Ammonia Sales Agreement dated November 3, 2006 and
effective July 1, 2006; and (c) that certain Third Amendment to Anhydrous
Ammonia Sales Agreement dated December 3, 2008 and effective January 1,
2009;

     

    “Labor Difficulties” means
strikes and lockouts, both legal and illegal, and other forms of organized
actions, howsoever called, by labor or other personnel to stop or significantly
reduce or slow-down work or production or to withdraw or withhold labor or
services;

     

    “Laws” means common law,
statute law, other laws, rules, regulations, by-laws, ordinances, orders, codes,
licensing requirements, and other lawful enactments promulgated by any
Government and published guidelines or standards set by any
Government;

     

    “***” shall have the meaning
set forth in Schedule “C” hereto;

     

    “Month” means a calendar
month;

     

    “Orica Indemnified Party”
shall have the meaning set forth in Section 22.4 of this Agreement;

     

    “Permitted Successor and
Assign” shall have the meaning set forth in Section 27.1 of this
Agreement;

     

     “Release” has the same meaning
as given to that term in CERCLA;

     

    “Reserved Capacity” shall
have the meaning set forth in Section 4.1 of this Agreement;

     

     “SHE Standards” shall
have the meaning set forth in Section 22.1 of this Agreement;

     

    
      
        
          Page
39

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Specifications” shall mean
the specifications in Schedule “B” hereto;

     

    “Term” shall have the meaning
set forth in Section 2.1 of this Agreement;

     

    “Ton” means 2000
pounds;

     

    “True Up Report” shall mean
the report attached as Schedule “F” hereto used to complete the adjustments
referred to in Sections 14.2.2, 14.2.3 and 14.2.4 of the Agreement;

     

    “Verification Right” shall
have the meaning set forth in Section 13.3 of this Agreement ; and

     

    “Year” means a 12 month period
beginning each January 1st and
ending on December 31st.

     


    
      
        
          Page
40

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
“B”

     

    PRODUCT
SPECIFICATIONS

     

    AMMONIA

     

    Fertilizer
Grade Anhydrous Ammonia

     

    (82-0-0)

     

    
      	
              Parameter

            	
              Specification

            
	
              Purity
      (wt%)

            	
              99.5%
      NH3 Minimum

            
	
              Nitrogen
      (wt%)

            	
              81.8%
      Minimum

            
	
              Moisture
      (wt%)

            	
              0.2%
      Minimum to 0.5% Maximum

            
	
              Oil

            	
              6
      parts per million Maximum

            
	
              Iron

            	
              1
      part per million Maximum

            
	 
      	 
      


    

     

    AN
PRILLS

     

    (34-0-0)

     

    UN NUMBER
1942

     

    
      	
              Parameter

            	
              Specification

            	
              Typical
      Value

            
	
              Total
      Nitrogen (wt%)

            	
              34.0%
      Minimum

            	
              34.67%

            
	
              Moisture
      (wt%)

            	
              0.15%
      Maximum

            	
              0.06%

            
	
              Bulk
      Density

            	
              45.0
      lbs/ft3
      Minimum

            	
              47.7

            
	
              Oil
      Absorption (wt%)

            	
              8.0
      – 13.0%

            	
              10.4%

            
	
              Internal
      Surfactant*

            	
              450
      – 700 ppm (Winter)

              650
      – 1000 ppm (Summer)

            	
              550
      ppm (Winter)

              800
      ppm (Summer)

            
	
               

              External
      Surfactant*

            	
               

              600
      - 1200 ppm (Winter)

              800
      – 1200 ppm (Summer)

            	
               

              807
      ppm (Winter)

              1000
      ppm (Summer)

            
	
               

              Talc
      (External Coating) (wt%)

            	
               

              0.4
      – 0.75%

            	
               

              0.50%

            
	
              Screen
      Analysis (U.S. Standard)

            
	
              +6
      Mesh (wt%)

            	
              0.0%
      Maximum

            	
              0.0%

            
	
              +14
      Mesh (wt%)

            	
              90.0%
      Minimum

            	
              98.1%

            
	
              +20
      Mesh (wt%)

            	
              10%
      Maximum

            	
              1.8%

            
	
              -20
      Mesh (wt%)

            	
              0.5%
      Maximum

            	
              0.1%

            
	 
      


    

     

     

    * Winter
means October through April; Summer means May through September

     

    

      
        
          
            Page
41

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    HDAN

     

    
      	
              Parameter

            	
              Specification

            	
              Typical
      Value

            
	
              Total
      Nitrogen (wt%)

            	
              34.0%
      Min

            	
              34.5%

            
	
              Water
      Insoluble

            	
              0.1%
      Max

            	
              0.01%

            
	
              Moisture
      (wt%)

            	
              0.5%
      Max

            	
              0.3%

            
	
              Bulk
      Density (Loose)

            	
              60
      lbs/ft3
      Min

            	
              61
      lbs/ft3
      Min

            
	
              pH
      (10% w/w Solution)

            	
              5.5
      to 6.5

            	
              6.0

            
	
              E-2
      Additive (%Mg)

            	
              0.18%
      - 0.40%

            	
              0.25%

            
	 
      	 
      	 
      
	
              Screen
      Analysis (U.S. Standard)

            	 
      	 
      
	
              +6
      Mesh (wt%)

            	
              2.0%

            	
              1.0%

            
	
              +10
      Mesh (wt%)

            	
              40.0%
      Min

            	
              45.0%

            
	
              +14
      Mesh (wt%)

            	
              75%
      Max

            	
              47.0%

            
	
              +20
      Mesh (wt%)

            	
              10%
      Max

            	
              7.0%

            
	
              -20
      Mesh (wt%)

            	
              1.0%
      Max

            	
              0.7%

            
	 
      


    

     

    AN
SOLUTION

     

    
      	
              Parameter

            	
              Specification

            
	
              AN
      Concentration (wt%)

            	
              85%-90%

            
	
              pH
      Range

            	
              4.5
      – 6

            
	
              Loading
      Temperature

            	
              110
      – 120 degrees C

            


    

     

    Note: These specifications are
based on EDC’s analytical methods.

     

    
      
        
          Page
42

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
SCHEDULE "C"

     

    ***
CALCULATION AND *** CALCULATION

     

    ***
CALCULATION

     

    Annual
Budget

     

    EDC shall
propose, on or before November 1st in each Year in respect of the following
Year, an *** budget (“Annual Budget”) for the *** (to be calculated as set out
below) ***.  Such Annual Budget shall be subject to Orica’s approval,
such approval not to be unreasonably withheld. The agreed Annual Budget for Year
2010 is attached as Schedule “C-1” hereto. The Annual Budget for Years
subsequent to Year 2010 shall be prepared utilizing the same methodology and
format as used for Year 2010 recognizing that the actual figures for Years
subsequent to Year 2010 will vary.  In the event that Orica does not
agree to any portion of the Annual Budget proposed by EDC, Orica shall, on or
before December 1st ,
identify in writing to EDC, with particularity, all items of such Budget to
which Orica does not agree.  All other items in such proposed Annual
Budget shall be deemed agreed.  For any disputed item(s) regarding a
proposed Annual Budget, the amount specified in the previous Year’s Annual
Budget for such disputed item(s) shall continue to apply until the dispute is
resolved.  In the event that the dispute is not resolved until after
the commencement of a Year, the resolution of the dispute will be applied
retroactively to January 1st of
that Year and any amount owing as a result of such retroactivity will be paid
within 15 days of such amount being determined.

     

    Prior to
finalization of the Annual Budget, the parties shall meet to discuss their
respective needs in the next Year for AN and other products manufactured at the
EDC Site.

     

    Calculation
of ***

     

    Orica
shall pay to EDC a “***” which shall be the sum of the following
***:

     

    
      	
              ·  

            	
              ***

            


    

     

    
      	
              ·  

            	
              ***

            


    

     

    
      	
              ·  

            	
              ***

            


    

     

    
      	
              ·  

            	
              ***

            


    

     

    
       

      
        
          
            Page
43

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***


    
      
        
          Page
44

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ***

     

    ***

     

    ***

     

    
      	
              1.  

            	
              ***

            


    

    
      	
              2.  

            	
              ***

            


    

    
      	
              3.  

            	
              ***

            


    

    
      	
              4.  

            	
              ***

            


    

    
      	
              5.  

            	
              ***

            


    

    
      	
              6.  

            	
              ***

            


    

    
      	
              7.  

            	
              ***

            


    

    
      	
              8.  

            	
              ***

            


    

     

    ***

     

    ***

     

    ***


    
      
        
          Page
45

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***


    
      
        
          Page
46

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    ***

    ***

    ***

    ***

    ***

    ***

     

    ***

     

    ***


    
      
        
          Page
47

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ***

     

    ***

     

    ***

     

    ***

     

    ***

     

    Cost
Reduction

     

    If, for
any reason, Orica determines that it will not take delivery on a Monthly basis
of its previously forecasted AN offtake, Orica shall promptly so advise
EDC.  The parties shall then consult as to the best method to operate
the assets at the EDC Plant to deliver AN in accordance with Orica’s new
forecast and at reduced costs.  During any production curtailment or
shut down period, including as a result of Orica declaring Force Majeure, EDC
will use best efforts, without expenditure of funds, to mitigate costs, *** to
implement agreed cost reduction initiatives and any costs so avoided (“***”)
shall be to Orica’s benefit and shall reduce the ***.  These cost
reductions will initially be achieved by, to the extent feasible, re-deploying
the people, assets and products manufactured at the EDC Plant for other
purposes. *** include those which relate to the voluntary use by EDC in another
one of its operations at the EDC Site, or the sale by EDC of, inputs the costs
of which would otherwise be charged to Orica pursuant to Schedule “C” to this
Agreement. If a cost reduction opportunity necessitates an expenditure of funds
in order to achieve the savings and both parties agree to make the expenditure,
those funds will be expended by Orica and EDC in proportion to the benefit each
will receive.

     

    If Orica
identifies a cost-savings opportunity which, based on Orica’s evaluation, it
believes can be implemented at the EDC Plant and, taking into account the
operation of the remainder of the EDC Site, will, if implemented, reduce the ***
payable by Orica hereunder, Orica may present a proposal to EDC to effect such
cost-savings opportunity.  The parties thereafter shall use their best
efforts, without

     


    
      
        
          Page
48

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    expenditure
of funds, to agree upon Orica’s proposal or a variation thereof.  If
the parties do agree and such cost-savings opportunity necessitates an
expenditure of funds in order to achieve the savings, and the parties agree to
such expenditure of funds, those funds will be expended by Orica and EDC in
proportion to the benefit each will receive and the resulting cost savings will
be reflected in the ***.

     

    Relief
of Orica’s Obligation to Pay ***

     

    After the
occurrence of the following circumstances, and to the extent caused thereby,
Orica shall be relieved from its obligations herein to pay to EDC the
***:

     

    (a)   If EDC is
unable to supply Ammonia to the EDC Site during such periods as EDC is supplying
Ammonia pursuant to Sections 3.1 and 3.3 of the Agreement and if such failure is
due to an act or omission of EDC or the breach by EDC of the supply contract
with its Ammonia supplier; or

     

    (b)           If
EDC is unable to supply AN Prills to Orica from the AN Prills Plant, that Orica
has ordered in compliance with the terms of this Agreement, for a period of 15
or more consecutive days, irrespective of the cause of such failure, including
where such failure is due to an act or omission of EDC or a result of EDC
declaring Force Majeure, except if such failure is due to the acts or omissions
of Orica,and the relief conferred by EDC upon Orica pursuant to this paragraph
(b) above shall be Orica’s sole remedy for EDC’s inability to supply AN Prills
to Orica from the AN Prills Plant as a result of EDC declaring Force Majeure but
such shall not limit Orica’s remedies where such failure is due to an act or
omission of EDC.

     

    Relief of
Orica’s obligations shall cease upon the cessation of the applicable
circumstance above.

     

    ***
CALCULATION

     

    In
addition to the ***, Orica shall pay to EDC the ***, as provided
below:

     

    ***

     

     

    ***

     

     

    
      	
              ·  

            	
              ***

            


    

     

    
      	
              ·  

            	
              ***

            


    

     

    
      	
              ·  

            	
              ***

            


    

     

    
       

      
        
          
            Page
49

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    which EDC
wishes to recover from Orica, Orica must first agree upon such investment
(“Approved Investment Project”).  In the event the parties so agree on
an investment, EDC shall manage the Approved Investment Project, provided that
Orica shall be consulted by EDC respecting all major project
decisions.  Approved Investment Projects shall at all times be owned
by EDC.  All efficiencies resulting from such improvements shall be
recognized as savings when calculating the ***.

     

    EDC’s
investment plus the cost of funds (including, without limitation, interest)
(collectively, the “Approved Investment”) associated with an Approved Investment
Project shall be repaid by Orica to EDC in equal Monthly amounts over the agreed
lifetime of the asset, in addition to Orica’s payment of the
***.   Orica shall have no further obligations respecting
Approved Investments upon the termination of this Agreement nor shall Orica have
any further obligations in respect of an Approved Investment Project after the
agreed lifetime of the asset which lifetime was used to calculate Orica’s
financial obligations relating to the investment.

     

    In the
event an Approved Investment Project will enhance the operations at the EDC Site
in addition to the EDC Plant, then Orica shall pay only the proportion of the
investment relating to the EDC Plant as Orica and EDC may agree.  If
Orica disagrees with an investment EDC proposes to make, EDC shall be entitled
to make such investment, however the *** hereunder shall not increase as a
result thereof and Orica shall have no obligation to repay any portion of such
investment.

     

    ***

     

    All ***
incurred by EDC in connection with the:

     

    
      	
              ·  

            	
              Ammonia
      storage facilities when operated for Orica’s
  benefit;

            


    

     

    
      	
              ·  

            	
              unusual
      shipping or handling services; and

            


    

     

    
      	
              ·  

            	
              cessation
      or resumption of production under Section 4.3 of the Agreement which
      causes EDC to directly incur additional fixed or variable costs not
      otherwise included in the *** and in excess of amounts budgeted for the
      operation of the AN Prills Plant

            


    

     

    required
by Orica and which are not otherwise charged to Orica under the *** shall be
separately charged to Orica, and paid by Orica to EDC, at EDC’s actual cost to
provide such services ("***").    EDC shall invoice Orica
for *** Monthly.  Orica shall pay such invoices within 15 days of
invoice.

     

    Insurance
Premiums

    
       

      
        
          
            Page
50

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EDC shall
invoice Orica for the additional environmental impairment liability insurance
premium if Orica has exercised its right to be an Additional Named Insured in
accordance with Section 18.1.7 of the Agreement.  Orica shall pay such
invoices within 15 days of invoice.

     


    
      
        
          Page
51

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      SCHEDULE
“C-1”

       

      ***

       

      El Dorado
Chemical Company

      Summary
Invoice

      Proposed
2010 Budget

       

      ***

      
        Page 1 of
1

      

      
        


         

        


      

      El Dorado
Chemical Company

      Proposed
2010 Budget – Material Flow

       

      ***

       

      Page 1 of
1

       

      


      ***
Billing

      El Dorado
Chemical Company

      Proposed
2010 Budget

       

      ***

      
        Page 1 of
1

      

      
        


         

        


      

      AN Pills
and AN Solution *** Billing (includes both ***)

      El Dorado
Chemical Company

      Proposed
2010 Budget

       

      ***

      
        Page 1 of
1

      

      
        


         

        


      

      HDAN ***
Billing (includes both ***)

      El Dorado
Chemical Company

      Proposed
2010 Budget

       

      ***

      
        Page 1 of
1

      

      
        


         

        


      

      Treated
Water Allocation

      El Dorado
Chemical Company

      Proposed
2010 Budget

       

      ***

       

      
        
          
            Page
52

             

            ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        SCHEDULE
“D”

         

        MEASUREMENT
OF AMMONIA DELIVERIES

         

        EDC shall
maintain appropriate metering facilities designed to measure the quantities of
Ammonia delivered by pipeline pursuant to the Agreement.  The metering
facilities shall include a device which records the quantities of product
delivered, with automatic temperature compensation near the meter intake, a gas
eliminator, and other appropriate devices, all of said equipment to be of
standard manufacture and reasonably acceptable to Orica.  All metering
equipment shall be tested by EDC in a manner consistent with manufacturer’s
recommendations, but no less frequently than once a Year, and EDC will give
Orica reasonable notice of the date and approximate hour of each
test.  The testing method and facilities will be those agreed between
the parties.  Orica may have representatives present to witness all
metering equipment tests and shall have the right to inspect metering equipment
in the presence of EDC’s representatives.  Orica may request special
tests of the metering equipment in addition to the regular Monthly
tests.  The expense of special tests will be borne by Orica unless
such tests show that the metering equipment is in error by an amount in excess
of the rated accuracy of the metering system, in which case the expense of the
special test shall be borne by EDC.

         

        If any
test shows that the metering equipment is in error by an amount exceeding the
rated accuracy of the system, the equipment shall be adjusted to record
accurately, and the previous readings of such equipment shall be corrected to
zero error for any period of error that is known definitely or agreed
upon.  If the period of error is not known definitely or agreed upon,
the correction shall be for a period comprising the last half of the time
elapsed since the date of the last test.

         

        If the
metering equipment becomes inoperative, or outside the rated accuracy of the
metering system, the quantities of Ammonia so delivered hereunder for each day
during which the metering equipment is inoperative or outside the rated accuracy
of the meter system shall be estimated and agreed upon on the basis of the best
data available, using the first of the following methods which is
feasible:

         

        
          	
                  1.

                	
                  By
      using the registration of EDC’s check meters if accurately
      registering:

                


        

         

        
          	
                  2.

                	
                  By
      correcting the error if the percentage of error is ascertainable by
      calibration, test or mathematical calculations;
  or

                


        

         

        
          	
                  3.

                	
                  Other
      mutually agreeable means.

                


        

         

        On a
daily basis, EDC shall determine the quantities delivered to
EDC.  Monthly statements for Ammonia shall show deliveries on a daily
basis.

         

        If Orica
does not protest within 30 days after receipt of EDC’s notice of the quantities
delivered, then the quantities of Ammonia as computed by EDC shall be final and
conclusive.  In the event of any dispute, the parties shall endeavour
to resolve such dispute and mutually agree on the appropriate measurement to be
used for invoicing

      

       

       

      
        
          
            Page
53

             

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      purposes.  If
the parties hereto cannot agree on such quantities, then they shall select a
disinterested technically appropriate third party which shall re-compute the
quantities in dispute.  The quantities re-computed by such
disinterested third party shall be accepted by the parties hereto as final and
conclusive.  The charges made by such disinterested third party shall
be borne equally by the parties hereto.  EDC shall retain quantity
measurement records hereunder for a period of at least one Year from the date on
which such measurements were made.

       

      MEASUREMENT
OF AMMONIUM NITRATE DELIVERIES

       

      EDC shall
maintain appropriate scale facilities designed to measure the quantities of AN
delivered by rail car and truck pursuant to the
Agreement.    Orica shall have the right to independently
meter or weigh AN delivered hereunder.

       

      EDC
agrees to provide copies of available testing records respecting its measurement
facilities to Orica upon Orica’s written request.

       

      Monthly
invoices for AN shall show deliveries on a daily basis.

       

      If Orica
does not protest within the time specified in Section 8.2 of the Agreement in
respect of quantities of AN delivered, then the quantities as computed by EDC
shall be final and conclusive.  In the event of any dispute, the
parties shall endeavour to resolve such dispute and mutually agree on the
appropriate measurement to be used for invoicing purposes.  If the
parties hereto cannot agree on such quantities, then they shall select a
disinterested technically appropriate third party which shall re-compute
quantities in dispute.  The quantities computed by such disinterested
third party shall be accepted by the parties hereto as final and
conclusive.  The charges made by such disinterested party shall be
borne equally by the parties hereto.  EDC shall retain quantity
measurement records hereunder for a period of at least one Year from the date on
which such measurements were made.

       

      
      

       


      
        
          
            Page
54

             

          

           


        

        
           


          
            

          

        

         

      



    
      
        	
                 
      

              	
                SCHEDULE
      “E”

              


      

       

      
        	
                 
      

              	
                TYPES
      OF UNUSUAL INCIDENTS TO BE REPORTED TO
ORICA

              


      

       

      The
following major
unusual incidents at the EDC Plant shall be reported to Orica  within
8 hours:

       

      Any
incident which does or is likely to:

       

      
        	
                ·  

              	
                result
      in death of an employee or the hospitalization of 3 or more
      employees

              


      

       

      
        	
                ·  

              	
                result
      in serious damage to property or to the
  environment

              


      

       

      
        	
                ·  

              	
                lead
      to a report in, or attract the attention of, the
  media

              


      

       

      
        	
                ·  

              	
                cause
      notification to, or filing a report with, a regulatory
    agency

              


      

       

      The
following unusual incidents at the EDC Plant shall be reported to Orica within
48 hours:

       

      1.           Any
OSHA recordable injury or illness.

       

      2.           Any
explosion or fire which results in the interruption of normal work.

       

      
        	
                3.

              	
                Any
      uncontrolled release of materials likely to threaten the external
      environment, including incidents that occurred during the transport of
      hazardous substances.

              


      

       

      4.           The
explosion or collapse of any pressure vessel.

       

      
        	
                5.

              	
                Any
      material unexplained or abnormal occurrence, including any loss of product
      or material through theft, neglect or paperwork
    discrepancy.

              


      

       

      
        	
                6.

              	
                Any
      incident whereby AN could be affected by contamination, non-compatibility
      or incorrect manufacturing procedures or
  processes.

              


      

       

      7.           Transportation/distribution
incidents related to shipments to or from the EDC Plant.

    

     

     

    
      
        
          Page
55

           

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    
      SCHEDULE
“F”

       

      TRUE
UP REPORT

       

      ***

       

      
        	
                Schedule
      F True Up Report

              
	
                El
      Dorado Chemical Company

              
	
                ***

              
	
                Amounts
      Based Upon Proforma Assumptions

              


      

      ***

      
        Page 1 of
1

      

      


       

      
        	
                Schedule
      F True Up Report

              
	
                 El
      Dorado Chemical Company

              
	
                ***

              
	
                 Amounts
      Based Upon Proforma Assumptions

              


      

      ***

      
        Page 1 of
1

      

      


       

      
        	
                Schedule
      F True Up Report

              
	
                 El
      Dorado Chemical Company

              
	
                ***

              
	
                 Amounts
      Based Upon Proforma Assumptions

              


      

      ***

      
        Page 1 of
1

      

      


       

      
        	
                El
      Dorado Chemical Company

              
	
                 Orica
      Contract - *** Billing

              
	
                 AN
      Prills Detail True-Up Report

              


      

      
        ***

      

      


      
        	
                El
      Dorado Chemical Company

              
	
                Orica
      Contract - *** Billing

              
	
                AN
      Prills and AN Solution Detail True-up
Report

              


      

      
        ***

      

      


      
        	
                El
      Dorado Chemical Company

              
	
                Orica
      Contract - *** Billing

              
	
                HDAN
      Detail True-up Report

              


      

    

     

     


    
      
        
          Page
56

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.

           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
“G”

     

    ***

     

     

     

     

     


    
      
        
          Page
57

           

          ***INDICATES
CERTAIN INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC
FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE
SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED
SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR
PURPOSES OF SUCH REQUEST.