Exhibit 10(i)- 2nd Amend. to Agreement (12/15/02)



 



Exhibit 10(i)


SECOND AMENDMENT TO

AGREEMENT OF LIMITED PARTNERSHIP

OF

PCS NITROGEN FERTILIZER, L.P.


          This Second Amendment (“Amendment”) to the Agreement of Limited
Partnership dated March 3, 1992, among Arcadian Corporation, a Delaware
corporation (“Arcadian”), as the General Partner, Mark S. Flynn, as the
Organizational Limited Partner, and Arcadian Partners, L.P., a Delaware limited
partnership (“Arcadian Partners”), as the Limited Partner, as amended by
Amendment to Limited Partnership Agreement dated March 6, 1997, between PCS
Nitrogen, Inc., a Delaware corporation (“Nitrogen”), as successor to Arcadian,
and Arcadian Partners (such Agreement of Limited Partnership, as so amended,
being referred to as the “Agreement”), is made this 15th day of December 2002
between PCS Nitrogen Fertilizer Operations, Inc., a Delaware corporation
(“Operations”), as successor to Nitrogen, and PCS LP, Inc., a Delaware
corporation (“PCS LP,” and together with Operations, “Partners”), as successor
to Arcadian Partners.


          WHEREAS, PCS LP desires to convert, and Operations desires to have PCS LP
convert, a portion of PCS LP’s limited partnership interest in PCS Nitrogen
Fertilizer, L.P., a Delaware limited partnership (“Partnership”), into a
general partnership interest in the Partnership; and


          WHEREAS, upon such conversion, PCS LP will have both a 69% general
partnership interest and a 29.9899% limited partnership interest and will be
both a general partner and the sole limited partner of the Partnership;


          NOW,
THEREFORE, effective as of the date of this Amendment, the Partners
hereby agree to amend the Agreement as follows:



	1.	 	     Definition of General Partner.   The definition of “General Partner” in
Article II of the Agreement is amended to read in its entirety as follows:




		
	 	     "General Partner” means the Company (and its
successors) or PCS LP, Inc., a Delaware corporation,
or both, as the case may be, as general partners of
the Partnership.




	2.	 	     General Partner Equity Value.   The defined term “General Partner Equity
Value” in Article II of the Agreement is deleted.
	 
	3.	 	     Definition of Limited Partner.   The definition of “Limited Partner” in
Article II of the Agreement is amended to read in its entirety as follows:




		
	 	     "Limited Partner” means PCS LP, Inc., a Delaware
corporation, as successor to the Investor Partnership.




	4.	 	     Limited Partner Equity Value.   The defined term “Limited Partner Equity
Value” in Article II of the Agreement is deleted.



 






 







	5.	 	     Partner Equity Value.   The following defined term is added in
alphabetical order to Article II of the Agreement:




		
	 	     "Partner Equity Value” means, as of the date of
any such determination, the fair market value of the
respective Partnership Interests of the Partners, as
determined by the General Partner using any reasonable
method of valuation.




	6.	 	     Definition of Partnership Interest.   The definition of “Partnership
Interest” in Article II of the Agreement is amended to read in its
entirety as follows:




		
	 	     "Partnership Interest” means the interest of a
Partner in the Partnership (including, in the case of
a Partner that is both a General Partner and a Limited
Partner, both its general partnership interest and its
limited partnership interest).




	7.	 	     Definition of Percentage Interest.   The definition of “Percentage
Interest” in Article II of the Agreement is amended to read in its
entirety as follows:




		
	 	     "Percentage Interest” means, as of the date of
any such determination, (a) as to the Company and its
successors, 1.0101% as a General Partner and (b) as to
PCS LP, Inc., a Delaware corporation, 69% as a General
Partner and 29.9899% as the Limited Partner.




	8.	 	     Definition of Unrealized Gain.   The definition of “Unrealized Gain” in
Article II of the Agreement is amended to read in its entirety as follows:




		
	 	     "Unrealized Gain” attributable to any item of
Partnership property means, as of any date of
determination, the excess, if any, of (a) the fair
market value of such property as of such date over (b)
the Carrying Value of such property as of such date
(prior to any adjustment to be made pursuant to
Section 4.6(d) as of such date). In determining such
Unrealized Gain, the aggregate cash amount and fair
market value of all Partnership assets (including cash
and cash equivalents) shall be determined by the
General Partner using any reasonable method of
valuation; provided, however, that the General
Partner, in arriving at such valuation, must take
fully into account the Partner Equity Values at such
time. The General Partner shall allocate such
aggregate value among the assets of the Partnership
(in such manner as it determines in its sole
discretion to be reasonable) to arrive at a fair
market value for individual properties.



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	9.	 	     Definition of Unrealized Loss.   The definition of “Unrealized Loss” in
Article II of the Agreement is amended to read in its entirety as follows:




		
	 	     "Unrealized Loss” attributable to any item of
Partnership property means, as of any date of
determination, the excess, if any, of (a) the Carrying
Value of such property as of such date (prior to any
adjustment to be made pursuant to Section 4.6(d) as of
such date) over (b) the fair market value of such
property as of such date. In determining such
Unrealized Loss, the aggregate cash amount and fair
market value of all Partnership assets (including cash
and cash equivalents) shall be determined by the
General Partner using any reasonable method of
valuation; provided, however, that the General
Partner, in arriving at such valuation, must take
fully into account the Partner Equity Values at such
time. The General Partner shall allocate such
aggregate value among the assets of the Partnership
(in such manner as it determines in its sole
discretion to be reasonable) to arrive at a fair
market value for individual properties.



          Except as set forth in paragraphs 1-9 above, all provisions of the
Agreement shall remain in full force and effect.


          IN
WITNESS WHEREOF, Operations and PCS LP have caused this Amendment to be
duly executed and delivered by their respective representatives as of this 15th
day of December 2002.



	 	 	 	 	 
	 	 	PCS NITROGEN FERTILIZER OPERATIONS, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By:
	 	/s/ James F.
Dietz


	 	 	 	 	James F. Dietz

President
	 	 	 	 	 
	 	 	 	 	 
	 	 	PCS LP, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	
By:
	 	/s/ James F.
Dietz


	 	 	 	 	James F. Dietz

President




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