Second Amendment to Ammonia Purchase and Sale Agreement Between Koch Fertilizer, LLC and El Dorado Chemical Company, dated as of September 30, 2019

Exhibit 10.1

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the company, if publicly disclosed.  [***] indicates material that was omitted.

SECOND AMENDMENT TO AMMONIA PURCHASE AND SALE AGREEMENT

Between KOCH FERTILIZER, LLC  and EL DORADO CHEMICAL COMPANY

THIS SECOND AMENDMENT TO AMMONIA PURCHASE AND SALE AGREEMENT (“Second Amendment”) between KOCH FERTILIZER, LLC (“Buyer”) and EL DORADO CHEMICAL COMPANY (“Seller”), is entered into this 30th day of September, 2019 (“Effective Date”).

WHEREAS, Buyer and Seller are parties to that certain Ammonia Purchase and Sale Agreement dated November 2, 2015 (as amended by that certain First Amendment to Ammonia Purchase and Sales Agreement with an effective date of September 30 ,2018, the “Agreement”) with the first Contract Year commencing on July 1, 2016, pursuant to which Seller supplies Ammonia to Buyer;

WHEREAS, Buyer and Seller mutually desire to amend the Agreement as hereinafter provided.  

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Parties agree as follows:       

“The initial term of the Agreement shall commence on the Effective Date and shall terminate after six (6) Contract Years on June 30, 2022; provided, this Agreement shall automatically continue for one or more additional terms of one (1) Contract year each unless terminated by either party by delivering written notice of termination at least nine (9) months prior to the end of the initial or any additional term, as applicable (collectively, the Term”).”

“Commencing on the Completion Date through June 30, 2019, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer up to a maximum of [***] of Ammonia per month (through September 30, 2019, the “Expected Quantity”).  Commencing on July 1, 2019 and through September 30, 2019, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer, no less than [***] and up

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to a maximum of [***] of Ammonia per month. Commencing on October 1, 2019 and through the remaining Term, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer, no less than [***] and up to a maximum of [***] of Ammonia per month (from and after October 1, 2019, the “Expected Quantity”), except as may be otherwise agreed between the Parties.  Buyer shall not be required to purchase more than [***] of Ammonia in any month, except as may be agreed under the following paragraph of this Section 9.”

“Buyer shall have the exclusive right to purchase all Ammonia in excess of Seller’s or Seller’s Affiliate’s requirements for its Downstream Facilities; provided and except, that Seller may sell Ammonia (i) to the agricultural market, but only if delivered by truck; (ii) to Albemarle Corporation, (iii) to any other third parties up to a maximum of [***] per Contract Year in the aggregate for all such sales, and (iv) that constitutes the Unpurchased Quantity.  Seller acknowledges and agrees that, in addition to all other remedies available (at law or otherwise) to Buyer, Buyer shall be entitled to equitable relief (including injunction and specific performance) as a remedy for any breach or threatened breach of any provision of this Section 19, and Buyer shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 19, and Seller waives any right it may have to require that Buyer obtain, furnish or post any such bond or similar instrument.”

“Discount ” means (a) [***] through June 30, 2019, (b) [***] from July 1, 2019 through June 30, 2020, and (c) [***] from July 1, 2020 through the remaining Contract Years.  

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IN WITNESS HEREOF, the Parties have caused this Second amendment to be duly executed by their authorized representatives as of the Effective Date.  

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