Exhibit 10.3


 


*****
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.


 


FIRST AMENDMENT

TO

MULTIPLE YEAR CONTRACT

FOR THE

PURCHASE AND SALE OF FERTILIZER


 


This First 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 GROWMARK, INC.,
a Delaware corporation, having its principal place of business at
1701 Towanda Avenue, Bloomington, Illinois (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,
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.             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”.  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.”


 


2.             The foregoing amendment to the MYC
shall be and become effective July 1, 2009.


 


3.             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.

  	
  GROWMARK,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bert Frost

  	
   

  	
  By:

  	
  /s/
  Jim Spradlin

  
	
  Name:

  	
  Bert
  Frost

  	
   

  	
  Name:

  	
  Jim
  Spradlin

  
	
  Title:

  	
  VP,
  Sales and Market Development

  	
   

  	
  Title:

  	
  VP,
  Agronomy

  



 


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