Exhibit 10.1


    

      SECOND
        AMENDMENT TO AN SUPPLY AGREEMENT

       

      This
        Second Amendment to AN Supply Agreement (“Second Amendment”), is entered into by
        and between Orica USA, Inc. (“Orica”) and El Dorado Chemical Company (“EDC”),
        with retroactive effect to January 1, 2006 (“Effective Date”) in reference to
        the following:

      


      	A.  	
              Orica
                and EDC entered into that certain AN Supply Agreement dated November
                1,
                2001 (the “Original Agreement”), as amended by that certain letter
                amendment dated December 13, 2002 relating to ammonia supply, as
                amended
                by a letter amendment dated January 23, 2004, and as further amended
                by a
                letter amendment dated June 27, 2006 (collectively, the “First
                Amendment”). The Original Agreement and First Amendment are collectively
                hereinafter referred to as the “Agreement”. Capitalized terms that are not
                otherwise defined herein shall have the meaning given such terms
                in the
                Agreement. 

            


      


      	B.  	
              The
                parties desire to extend the term of the Agreement to December 31,
                2010,
                with available two-year notice of termination after December 31,
                2008.

            


      


      	C.  	
              The
                parties desire to set, commencing April 1, 2006 through December
                31, 2006,
                a minimum rate of AN purchases by Orica from the EDC Plant of 15,000
                Tons
                per Month, with Orica to use commercially reasonable efforts to purchase
                in Year 2006 the Minimum Quantity of 200,000 Tons of
                AN.

            


      


      	D.  	
              The
                parties desire to set, commencing January 1, 2007, the Minimum Quantity
                of
                AN purchases by Orica from the EDC Plant at 210,000 Tons per Year,
                at the
                rate of no less than 16,000 Tons per
                Month.

            


      


      	E.  	
              The
                parties desire to set, commencing January 1, 2007, the *** at ***
                and to
                eliminate the Additional Fee.

            


      


      	F.  	
              The
                parties desire to remove from the Agreement all references to and
                obligations in connection with “Slurry Explosives Corporation”, “SEC” and
                “SEC Tons”.

            


      


      	G.  	
              The
                parties desire to confirm their agreement that, notwithstanding any
                provision of the Agreement, EDC shall be entitled to sell from the
                EDC
                Plant up to 15,000 Tons of AN Solution per Year and up to 10,000
                Tons of
                AGAN per Year for explosives uses.

            


       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which is hereby acknowledged, the parties agree as follows:

      


      1. Preamble.
        The
        preamble is hereby incorporated herein by reference; provided that in case
        of
        any inconsistency between any part of the preamble and any part of the body
        of
        this Agreement the body of this Agreement shall prevail.

      


      2.  Term.
        The
        reference to “December 31, 2006” in Section 2.1 of the Agreement is hereby
        deleted, and “December 31, 2010” is inserted in its place.

       


      
        
          ***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. 

          
          

        

        
          
            

          

        

         

      

      


      3.  Minimum
        Quantity and Monthly Purchases for 2006.
        Commencing April 1, 2006 through December 31, 2006, Orica shall purchase
        AN from
        the EDC Plant at the rate of no less than 15,000 Tons per Month, but in no
        event
        at a rate in excess of the manufacturing capability of AN at the EDC Plant.
        For
        Year 2006 only, Orica will use commercially reasonable efforts to purchase
        200,000 Tons of AN from the EDC Plant. Liquidated Damages for Year 2006 shall
        be
        based on 180,000 Tons of AN. Liquidated Damages for a shortfall of annual
        purchases shall be determined on accordance with Schedule D.

      


      4.  Minimum
        Quantity and Monthly Purchases Commencing 2007.
        Commencing January 1, 2007 and thereafter throughout the Term, the Minimum
        Quantity shall equal 210,000 Tons of AN per Year. Commencing January 1, 2007,
        Orica will purchase AN from the EDC Plant at the rate of no less than 16,000
        Tons per Month, but in no event in excess of the manufacturing capability
        of AN
        at the EDC Plant. Liquidated Damages for a shortfall of annual purchases
        shall
        be determined on accordance with Schedule D.

      


      5.  Schedule
        D Replaced.
        For
        clarification, Schedule D to the Agreement is deleted, and the amended Schedule
        D attached to this Second Amendment is inserted in its place. Schedule D
        provides additional detail with respect to Liquidated Damages payments and
        calculations.

      


      6.  ***.
        Commencing January 1, 2007 and thereafter throughout the Term, the definition
        of
        *** in Schedule C to the Agreement shall be deemed amended by deleting the
        reference to “***,” and inserting in its place the amount of “***.”

      


      7.  Additional
        Fee.
        Commencing January 1, 2007 and thereafter throughout the Term, all references
        and obligations with respect to the “Additional Fee” and Additional Fee
        Calculation in Schedule C to the Agreement shall be deemed deleted.

      


      8.  SEC
        References.
        Commencing on the Effective Date, all references to and obligations with
        respect
        to “Slurry Explosives Corporation”, “SEC”, and “SEC Tons” are hereby deleted so
        that neither Slurry Explosives Corporation nor SEC has any continuing effect
        on
        or in the Agreement.

      


      9.  Carve
        Out for AN Solution and AGAN.
        Commencing on the Effective Date, notwithstanding anything to the contrary
        in
        the Agreement, EDC may sell or otherwise convey from the EDC Plant up to
        15,000
        Tons of AN Solution per Year and up to 10,000 Tons of AGAN per Year into
        the
        industrial market for explosives uses.

      


      10.  No
        Other Changes.
        Except
        as provided in this Second Amendment, all other terms of the Agreement shall
        remain in full force and effect.

       

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


      

      
        
          ***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. 

          
          

        

        
          
            

          

        

      

      

                                  ORICA
          USA, INC.

        


        By:_______________________________________

        Name:____________________________________

        Title:_____________________________________

        Date
          of
          Signature:___________________________

        


        EL
          DORADO
          CHEMICAL COMPANY

         

        By:_______________________________________

        Name:____________________________________

        Title:_____________________________________

        Date
          of
          Signature:___________________________

      

       

      
        
           

          ***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”

      


      LIQUIDATED
        DAMAGES CALCULATION

      


      Payment
        by Orica

      


      In
        the
        event Orica purchases less than 180,000 Tons in the Year 2006 or less than
        210,000 Tons in any Year thereafter (“Minimum Quantity”), from the EDC Plant and
        subject to the remainder of this Schedule “D”, the following calculation shall
        be made:

      


      The
        Actual Manufacturing Fee per Ton for the relevant Year is determined by dividing
        ***.

      


      If
        Orica
        has taken delivery of less than 180,000 Tons in the Year 2006 or less than
        210,000 Tons in any Year thereafter and the Actual Manufacturing Fee exceeds
        the
        Provisional Manufacturing Fee, EDC shall invoice Orica a dollar amount equal
        to
        the difference between the Total Actual Costs and the Total Amount Paid by
        Orica
        in respect of those shipments. Orica shall pay such invoice as hereinafter
        provided.

      


      The
        result of the foregoing calculation, on a per Ton basis, is hereinafter referred
        to as “Liquidated Damages”. 

      


      The
        following two (2) examples are based on hypothetical figures and are not
        intended to portray actual results that might be achieved from varying
        production levels.

      


      Example
        1: Orica has not purchased 210,000 Tons (or, adjusted to 180,000 Tons for
        2006)

      
        	 	
                Dollars

              	
                Tons

              	
                Dollars
                  per Ton

              
	
                ***

              	
                $***

              	
                210,000

              	
                $***

              
	
                ***

              	
                $***1

              	
                210,000

              	
                $***

              
	
                ***

              	 	
                20,000

              	 
	
                ***

              	
                $***

              	
                190,000

              	
                $***

              
	
                ***

              	
                $***

              	
                190,000

              	
                ***

              
	
                Manufacturing
                  Fee Total

              	
                $***1

              	
                190,000

              	
                $***

              
	
                Fees
                  already paid

              	
                $***

              	
                190,000

              	
                $***

              
	
                Net
                  owed EDC

              	
                $***

              	 	
                $***

              


      

      


      
        
          D-1

          


          ***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. 

        

        
          
          

          
            

          

        

         

      


      In
        addition to the foregoing, Orica shall remain obligated to pay *** in accordance
        with Schedule “C” hereto.

      


      The
        Minimum Quantity shall be reduced pro-rata in the event of:

      


      	(a) 	
              non-delivery
                of Ammonia to the EDC Site during such periods as EDC is supplying
                Ammonia
                pursuant to Section 3.1 of the Agreement if (x) such failure is due
                to an
                act or omission of EDC or the breach of EDC of the supply contract
                with
                its Ammonia supplier or (y) EDC is able to recover insurance proceeds
                to
                cover is Claim associated with the non-delivery of such Ammonia and
                then
                only to the extent of such net recovery after payment of applicable
                deductibles; or

            


      


      
        	 	
                (b)

              	
                Labor
                  Difficulties at Orica’s or its Affiliates’ (including, without limitation,
                  Nelson Brothers, LLC) or distributors’ customers coal mining operations
                  normally supplied from the EDC Plant or with railroads used to
                  transport
                  AN to those customers, provided that Orica shall provide to EDC
                  written
                  notice of any such Labor Difficulties within five (5) days of Orica’s
                  knowledge of such Labor Difficulties, and that Orica uses its best
                  efforts, but not requiring the expenditure of funds, to mitigate
                  the
                  impact of such Labor Difficulties on EDC. Any reduction of Minimum
                  Quantities shall cease upon the cessation of applicable Labor
                  Difficulties; or

              


      

      


      
        	 	
                (c)

              	
                The
                  Reduction of Orica’s Obligations to EDC, in the circumstances described in
                  the following provisions of this Schedule
“D”.

              


      

      


      For
        greater certainty and notwithstanding any other provision of this Agreement,
        in
        no case shall Orica be required to pay Liquidated Damages as a result of
        EDC’s
        failure to supply AN no matter the cause of such failure unless same is due
        to
        the actions or omissions of Orica. 

      


      Reduction
        of Orica’s Obligations to EDC:

       

      
        If
          EDC
          fails to supply 180,000 Tons in Year 2006 or 210,000 Tons in any Year
          thereafter, which AN
          has
          been
          ordered pursuant to the terms of this Agreement, and such EDC failure to
          supply
          is not due to any act or omission of Orica, then, subject to the next following
          paragraph (below Example 2), the calculation of the Manufacturing Fee pursuant
          to Schedule “C” hereto and the calculation of Liquidated Damages pursuant to
          this Schedule “D” will be made as if a minimum of 180,000 Tons in Year 2006 or
          210,000 Tons for any Year thereafter were delivered to Orica to the extent
          such
          shortfall is due to EDC’s failure to deliver. However, Orica shall not have any
          obligation to EDC in respect of the costs incurred by EDC associated with
          the
          Tons not manufactured and not delivered to Orica which Orica is entitled
          to
          deduct from the Minimum Quantity as provided for above. A demand by Orica
          for AN
          production in excess of the EDC Plant’s practical capacity, considering
          seasonality and weather, shall not cause a reduction of Liquidated
          Damages.

      


      
        
          D-2

          


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            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. 

        

        
          
          

          
            

          

        

         

      

      


      Example
        2: Orica’s demand is 210,000. Orica has purchased 200,000 Tons
        because

      EDC
        fails to produce 10,000 Tons:

      


      
        	 	
                DOLLARS

              	
                TONS

              	
                DOLLARS
                  PER TON

              
	
                ***
                  

              	
                $***

              	
                210,000

              	
                $***

              
	
                ***

              	
                $***

              	 	 
	
                ***

              	
                $***

              	
                200,000

              	
                $***

              
	
                ***

              	
                $***

              	 	 
	
                ***

              	
                $***

              	
                200,000

              	
                $***

              
	
                ***

              	 	 	
                ***

              
	
                Manufacturing
                  Fee

              	 	 	
                $***

              


      

      


      Result
        for this hypothetical calculation: No Liquidated Damages Payable by
        Orica.

      


      Other
        Provisions

      


      Orica
        will provide EDC with a forecast Monthly off-take of its 180,000 Tons for
        Year
        2006 or 210,000 Tons for any Year thereafter (or such additional amount per
        Month as Orica may advise). In the event Orica has taken delivery of less
        than
        the cumulative amount reflected in its forecast (such Tons not taken being
        referred to as “Shortfall”), and EDC declares Force Majeure under this
        Agreement, upon cessation of the event of Force Majeure, EDC may request
        Orica
        to take additional quantities of AN in subsequent Months, according to an
        agreed
        schedule, to “make-up” Tons not manufactured during the period of Force Majeure.
        Orica will use its best efforts, without expenditure of funds, to take
        additional “make-up” Tons of AN in subsequent Months, up to a maximum of the
        Shortfall. In the event there has been no Shortfall at the date EDC declares
        Force Majeure, Orica shall have no obligation to take “make-up” Tons and Orica
        shall be entitled to reduce its Minimum Quantity obligation in accordance
        with
        the preceding paragraph (above Example 2).

      


      B. ***.

      


      If,
        for
        any reason, Orica forecasts that it will not take delivery on a monthly basis
        of
        its Annual Estimate, Orica shall promptly so advise EDC.

       

      The
        parties shall then consult as to the best method to operate the assets at
        the
        EDC Site to deliver AN in accordance with Orica’s new forecast and at reduced
        costs. *** These reductions will initially be achieved by, to the extent
        feasible, re-deploying the people, assets and products manufactured at the
        EDC
        Site 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 of EDC
        of,
        inputs the costs of which have been charged to Orica pursuant to Schedule
“C” to
        this Agreement or this Schedule “D”, provided that no reduction of Liquidated
        Damages will be made hereunder until and after 83,806 Tons of DSN acid is
        manufactured by EDC in a Year. 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

       

      
        
          
            
              D-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.

            

          

          
            
            

            
              

            

          

           

        

      

       

      C. Payment:

      


      Any
        payments which Orica may make pursuant to the provisions of this Schedule
“D”
shall constitute Orica’s sole obligation to compensate EDC for Orica’s failure
        to take delivery of the Minimum Quantity of AN. EDC shall prepare a calculation
        of any Liquidated Damages for each Year (“Annual LD Report”), which will be
        delivered by EDC to Orica by February 28 of each Year and shall be subject
        to
        Orica’s Verification Right which Orica may exercise in a similar manner to its
        right in respect of the Manufacturing Fee. Any amounts owed by Orica to EDC
        as
        shown by the Annual LD Report shall be paid to EDC within thirty (30) days
        of
        Orica’s receipt of the Annual LD Report, subject to Orica’s Verification Right.
        In the event that Orica wishes to exercise its Verification Right, Orica
        shall
        pay all undisputed amounts owing to EDC within such 30-day period which payment
        shall not waive Orica’s right to dispute the remainder.

       

      
        
          
            D-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.