Exhibit 10.2


 


*****
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  THE OMISSIONS HAVE BEEN INDICATED BY
ASTERISKS (“*****”), AND THE OMITTED TEXT HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.


 


SECOND AMENDMENT

TO

MULTIPLE YEAR CONTRACT

FOR THE

PURCHASE AND SALE OF FERTILIZER


 


This Second Amendment is made and entered into as of
the 1st day of July, 2009 by and between CF INDUSTRIES, INC., a Delaware
corporation, having its principal place of business at 4 Parkway North (Suite 400),
Deerfield, Illinois (hereinafter referred to as “Supplier”) and CHS INC., a
Delaware corporation, successor-in-interest to Agriliance, LLC, having its
principal place of business at 5500 Cenex Drive, Inver Grove Heights, Minnesota
(hereinafter referred to as “Customer”).


 


W I T N E S S E T H:


 


WHEREAS, Customer and Supplier have entered into that
certain Multiple Year Contract for the Purchase and Sale of Fertilizer dated July 1,
2005 and amended by that certain letter agreement dated May 2, 2008 (the “MYC”)
whereby Supplier has agreed to sell and Customer has agreed to purchase certain
fertilizer;


 


WHEREAS, Customer and Supplier have agreed to amend
the MYC in the manner hereinafter set forth;


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements herein contained, and for other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, Customer and Supplier hereby agree as follows:


 


1.             Section 1(c) of the MYC is amended by
deleting the phrase “shall be reduced by an amount equal to the volume of
Product so purchased by Customer (provided, however, that the Sales Target
Volume shall not be reduced below the Requirement Volume)” and inserting, in
lieu thereof, the phrase “and the Requirement Volume shall each be reduced by
an amount equal to fifty percent (50%) of the volume of Product so purchased by
Customer”.  After giving effect to this
amendment Section 1(c) of the MYC shall read as follows:


 


“(c)         In the event Customer
receives a bona fide offer from a third party during any Contract Year, which
offer (i) provides for the sale of Product to Customer, (ii) Customer


 

















 


desires to accept and (iii) may
impact Customer’s ability or willingness to purchase the Sales Target Volume,
Customer shall notify Supplier (the “Third Party Purchase Notice”) of the
volume of Product it intends to purchase, the terms and conditions of such
purchase and the date and time by which Supplier must respond to such Third
Party Purchase Notice.  Supplier shall
have until the time and date set forth in such Third Party Purchase Notice to
agree to sell the specified volume of Product to Customer on the terms and
conditions set forth in the Third Party Purchase Notice.  If Supplier fails to respond to the Third
Party Purchase Notice within the time specified, or if Supplier declines to
sell the specified volume of Product to Customer, Customer may purchase the
specified volume of Product from such third party on the terms and conditions
set forth in the Third Party Purchase Notice and the Sales Target Volume and
the Requirement Volume shall each be reduced by an amount equal to fifty
percent (50%) of the volume of Product so purchased by Customer.”


 


2.             Section 1(d) of the MYC is amended by
deleting the phrase “shall be reduced by an amount equal to the volume of
Product so sold by Supplier (provided, however, that the Sales Target Volume
shall not be reduced below the Requirement Volume)” and inserting, in lieu
thereof, the phrase “and the Requirement Volume shall each be reduced by an
amount equal to fifty percent (50%) of the volume of Product so sold by
Supplier”.  After giving effect to this
amendment Section 1(d) of the MYC shall read as follows:


 


“(d)         In the event Supplier
receives a bona fide offer from a third party during any Contract Year, which
offer (i) provides for the purchase of Product from Supplier, (ii) Supplier
desires to accept and (iii) may impact Supplier’s ability or willingness
to supply the Sales Target Volume, Supplier shall notify Customer (the “Third
Party Sale Notice”) of the volume of Product it intends to sell, the terms and
conditions of such sale and the date and time by which Customer must respond to
such Third Party Sale Notice.  Customer
shall have until the time and date set forth in such Third Party Sale Notice to
agree to purchase the specified volume of Product from Supplier on the terms
and conditions set forth in the Third Party Sale Notice.  If Customer fails to respond to the Third
Party Sale Notice within the time specified, or if Customer declines to
purchase the specified volume of Product from Supplier, Supplier shall be free
to sell the specified volume of Product to such third party on the terms and
conditions set forth in the Third Party Sale Notice and the Sales Target Volume
and the Requirement Volume shall each be reduced by an amount equal to fifty
percent (50%) of the volume of Product so sold by Supplier.”


 


3.             The third paragraph in Section 2 of the MYC is
amended by deleting the phrase “***** or more short tons” and inserting, in
lieu thereof, the phrase “***** or more short tons”.  


 


2

















 


After giving effect to
this amendment the third paragraph in Section 2 of the MYC shall read as
follows:


 


“Supplier further covenants
with Customer that, in the event Supplier has entered into an agreement for a
negotiated sale of Product (i) at a price (before applicable incentives)
which is less than the price published by Supplier for such Product by at least
$***** per short ton under any “Sale” type available at the time of the
negotiated sale and having the same mode of transport, the same source of
supply as is available to Customer according to the Take Pattern and the same
market of delivery and (ii) which is for a volume of ***** or more short
tons, Supplier shall notify Customer (the “Negotiated Sale Notice”) of the
price, volume and other terms and conditions of such sale and the date and time
by which Customer must respond to such Negotiated Sale Notice.  Customer shall have until the time and date
set forth in the Negotiated Sale Notice to agree to purchase the specified
volume of Product from Supplier on the terms and conditions set forth in the
Negotiated Sale Notice.  If Customer
fails to respond to the Negotiated Sale Notice within the time specified, or if
Customer declines to purchase the specified volume of Product from Supplier on
the terms and conditions set forth in the Negotiated Sale Notice, Customer
shall be deemed to have waived its right to purchase the specified volume of
Product at the price, in the manner and on the terms set forth in the
Negotiated Sale Notice.”


 


4.             Section 2(c) of the MYC is amended by
deleting the phrase “seventy-five percent (75%)” and inserting, in lieu
thereof,  the phrase “fifty percent (50%)”.  After giving effect to this amendment Section 2(c) of
the MYC shall read as follows:


 


“(c)         Forward Pricing Sale.  “Forward Pricing Sale” shall refer to a sale
of Product at the published forward price specified under a special pricing
program for advance purchase of Product (the “Forward Pricing Program”) plus
applicable freight charges at the time of shipment.  Each Monday through Thursday afternoon that Supplier
is open for business during the term of this Agreement Supplier shall offer
Product for sale under the Forward Pricing Program provided that the New York
Mercantile Exchange is scheduled to trade natural gas contracts in an Open
Outcry session on the next business day following the offering of the Forward
Pricing Program.  Furthermore, Supplier
shall offer for sale in those months identified by Supplier as “Forward Months”
in the Forward Pricing Program at least fifty percent (50%) of the month’s Sales
Target Volume for each Product as set forth in the Take Pattern.  The terms and conditions set forth in the
Forward Pricing Program shall supplement the terms and conditions set forth in
this Agreement and, in the event of any conflict between


 


3

















 


specific terms and
conditions set forth in the Forward Pricing Program and specific terms and
conditions set forth in this Agreement, the specific terms and conditions set
forth in the Forward Pricing Program shall control unless otherwise agreed to
by Supplier and Customer.”


 


5.             Section 17(b) of the MYC is amended by
changing the address for Supplier and the address for Customer to read as
follows:


 


	
  “If
  to Supplier:

  	
  CF
  Industries, Inc.

  4 Parkway North (Suite 400)

  Deerfield, Illinois 60015-2590

  Attention: Vice President, Sales

  
	
   

  	
   

  
	
  If
  to Customer:

  	
  CHS
  Inc.

  5500 Cenex Drive

  Inver Grove Heights, Minnesota 55077

  Attention: Vice President, Crop Nutrients”

  



 


6.             The foregoing amendments to the MYC shall be and
become effective July 1, 2009.


 


7.             Each party represents to the other that the MYC is in
full force and effect, that there are no defaults known to any party or any
circumstances which, with the giving of notice or the passage of time, would
constitute a default under the MYC and that the MYC shall remain in full force
and effect except as hereinbefore specified.


 


IN WITNESS WHEREOF the parties hereto have executed
this Amendment as of the date first above written.


 


	
  SUPPLIER:

  	
  CUSTOMER:

  
	
   

  	
   

  
	
  CF
  INDUSTRIES, INC.

  	
  CHS
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bert Frost

  	
   

  	
  By:

  	
  /s/
  Cheryl K. Schmura

  
	
  Name:

  	
  Bert
  Frost

  	
   

  	
  Name:

  	
  Cheryl
  K. Schmura

  
	
  Title:

  	
  VP,
  Sales and Market Development

  	
   

  	
  Title:

  	
  Vice
  President, Crop Nutrients

  



 


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