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Exhibit 10(f)
AMENDMENT TO
LIMITED PARTNERSHIP AGREEMENT
THIS AMENDMENT dated March 6, 1997 between and among PCS Nitrogen, Inc., a
Delaware Corporation ("Nitrogen"), as successor to Arcadian Corporation, and
Arcadian Partners, a Delaware limited partnership ("AP" and collectively with
Nitrogen, the "Partners")
WITNESSETH
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WHEREAS the Partners have entered into that certain Limited Partnership
Agreement dated March 3, 1992 (the "Partnership Agreement") forming that certain
limited partnership named Arcadian Fertilizer, L.P. (the "Partnership");
WHEREAS the Partners are all the parties to the Partnership Agreement and
all the partners of the Partnership;
WHEREAS the Partners wish to amend the Partnership Agreement and change
the Partnership as set forth herein;
NOW THEREFORE in consideration of the mutual promises exchanged and
subject to the terms and conditions set forth herein the Partners hereby agree
as follows:
Section 1. Name Change The Partnership Agreement is hereby amended so that
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the name of the Partnership is PCS Nitrogen Fertilizer, L.P.
Section 2. Other Provisions All provisions of the Partnership Agreement
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other than those being amended to change the Partnership's name shall remain in
full force and effect.
IN WITNESS WHEREOF the undersigned caused this Amendment to be executed
and delivered on their behalf on the date first written above.
PCS Nitrogen, Inc.
By: /s/__________________________
Xxxx X.X. Xxxxxxx
Secretary
Arcadian Partners, L.P.
By: PCS Nitrogen, Inc., Sole General Partner
By: /s/___________________________
Xxxx X.X. Xxxxxxx
Secretary
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State of Delaware PAGE 1
Office of the Secretary of State
I, XXXXXX X. XXXXX, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "ARCADIAN FERTILIZER, L.P.", CHANGING ITS NAME FROM "ARCADIAN FERTILIZER,
L.P." TO "PCS NITROGEN FERTILIZER, L.P.", FILED IN THIS OFFICE ON THE SIXTH DAY
OF MARCH, A.D. 1997, AT 2:06 O'CLOCK P.M.
/s/___________________________
Xxxxxx X. Xxxxx, Secretary of State
2289843 8100 AUTHENTICATION: 9264093
981327573 DATE: 08-20-98
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AMENDMENT
OF
CERTIFICATE
OF
LIMITED PARTNERSHIP
Arcadian Fertilizer, L.P., a limited partnership organized under the laws
of the state of Delaware (the "Partnership") does hereby certify as follows:
FIRST: The name of the Partnership is Arcadian Fertilizer, L.P.
SECOND: The amendment with respect to which this certificate is being
filed is to change the name of the Partnership to PCS Nitrogen Fertilizer, L.P.
Dated: March 6, 1997
PCS Nitrogen, Inc., Sole
General Partner
By: /s/_____________________
Xxxx X.X. Xxxxxxx
Secretary
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State of Delaware PAGE 1
Office of the Secretary of State
I, XXXXXX X. XXXXX, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "PCS NITROGEN FERTILIZER, L.P.", FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY
OF NOVEMBER, A.D. 1997, AT 3:45 O'CLOCK P.M.
/s/________________________________
Xxxxxx X. Xxxxx, Secretary of State
AUTHENTICATION:
2289843 8100 9264120
DATE:
981327605 08-20-98
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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF LIMITED PARTNERSHIP
OF
PCS NITROGEN FERTILIZER, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership
of PCS Nitrogen Fertilizer, L.P. pursuant to the provisions of Section 17-202 of
the Revised Uniform Limited Partnership Act of the State of Delaware, does
hereby certify as follows:
FIRST: The name of the Limited Partnership is PCS Nitrogen Fertilizer, L.P.
SECOND: Article Three of the Certificate of Limited Partnership shall be
amended to identify PCS Nitrogen Fertilizer Operations, Inc. as the sole general
partner of PCS Nitrogen Fertilizer, L.P. To accomplish the foregoing amendment,
Article Three of the Certificate of Limited Partnership of PCS Nitrogen
Fertilizer, L.P. is hereby amended to read in its entirety as follows:
"The name and business address of the sole general partner are:
Name Business Address
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PCS Nitrogen Fertilizer Operations, Inc. 0000 Xxxxx Xxxx Xxxx.
Xxxxx #000
Xxxxxxx, XX 00000"
IN WITNESS WHEREOF, the undersigned have hitherto set their hands on this
26th day of November, 1997.
PCS Nitrogen Fertilizer Operations, Inc., a
Delaware corporation, as the new General Partner
By: /s/_____________________________
Name: Xxxx X. Xxxxxx
Title: Assistant Secretary