MISSISSIPPI CHEMICAL CORP /MS/
EXHIBIT 10.2 AMENDED AND RESTATED GUARANTY AGREEMENT
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<DESCRIPTION>EXHIBIT 10.2 AMENDED AND RESTATED GUARANTY AGREEMENT
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<P align=center>EXHIBIT 10.2</P>
<P align=center><BR>MISSISSIPPI CHEMICAL CORPORATION</P>
<P align=center>AMENDED AND RESTATED GUARANTY AGREEMENT</P></B>
<P><BR><BR>Harris Trust and Savings Bank,<BR>&nbsp;&nbsp;&nbsp; individually and
as Administrative Agent<BR>Chicago, Illinois</P>
<P>The From Time to Time Lenders Party<BR>To the Credit Agreement described
below</P>
<P>Ladies and Gentlemen:</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to that certain
Guaranty Agreement dated as of February&nbsp;24, 2000 (such Credit Agreement, as
the same may be modified or amended from time to time, being hereinafter
referred to as the <I>"Original Guaranty Agreement"</I>) from Mississippi
Nitrogen, Inc., a Delaware corporation, and MissChem Nitrogen, L.L.C., a
Delaware limited liability company (collectively, the <I>"Original
Guarantors"</I>), to you, pursuant to which the Original Guarantors guarantied
the payment and performance of all indebtedness, obligations and liabilities of
Mississippi Chemical Corporation, a Mississippi corporation (the
<I>"Borrower"</I>) to you under that certain Credit Agreement dated as of
November&nbsp;25, 1997 (such Credit Agreement, as the same may be modified or
amended from time to time, being hereinafter referred to as the <I>"Original
Credit Agreement"</I>) by and among the Borrower, and Harris Trust and Savings
Bank, individually and in its capacity as administrative agent thereunder, Bank
of Montreal, Chicago Branch, in its capacity as syndication agent thereunder,
Credit Agricole Indosuez (formerly known as Caisse Nationale de Credit
Agricole), in its capacity as co-agent thereunder, and you (all of said banks
except Bank of Montreal, including Harris Trust and Savings Bank in its
individual capacity (<I>"Harris"</I>), being referred to collectively as the
<I>"Banks"</I> and individually as a <I>"Bank"</I>, and said Harris Trust and
Savings Bank as administrative agent for the Banks under the Credit Agreement
being hereinafter referred to in such capacity as the <I>"Administrative
Agent"</I>). </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Concurrently herewith the
Borrower, the Administrative Agent and the Banks are amending and restating the
Original Credit Agreement and in connection with such amendment and restatement
the Banks have required that all of the Borrower's domestic subsidiaries
guaranty the payment and performance of the Borrower's indebtedness, obligations
and liabilities to the Administrative Agent and the Banks under the Original
Credit Agreement as so amended and restated. Accordingly, the undersigned and
the Administrative Agent on behalf of the Banks are entering into this Amended
and Restated Guaranty Agreement to amend the Original Guaranty Agreement to add
all of the Borrower's domestic subsidiaries other than the Original Guarantors
to the Original Guaranty Agreement as guarantors thereunder and, for the sake of
clarity and convenience to restate the Original Guaranty Agreement as so amended
in its entirety. This Amended and Restated Guaranty Agreement amends and
replaces in its entirety the Original Guaranty Agreement, and from the Effective
Date all references made to the Original Guaranty Agreement in any Loan Document
or in any other instrument or document shall, without more, be deemed to refer
to this Amended and Restated Guaranty Agreement. This Amended and Restated
Guaranty Agreement shall become effective and shall supersede all provisions of
the Original Guaranty Agreement upon the date of the execution of this Amended
and Restated Credit Agreement by each of the parties hereto (the <I>"Effective
Date"</I>). </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly, upon the Effective
Date the Original Guaranty Agreement shall be amended and restated in its
entirety to read as follows:</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference is made to that certain
Amended and Restated Credit Agreement dated as of November&nbsp;15, 2002 (such
Amended and Restated Credit Agreement, as the same may be modified or amended
from time to time, being hereinafter referred to as the <I>"Credit
Agreement"</I>) by and among Mississippi Chemical Corporation, a Mississippi
corporation (the <I>"Borrower"</I>), and Harris Trust and Savings Bank,
individually and in its capacity as administrative agent thereunder, and you
(all of said banks including Harris Trust and Savings Bank in its individual
capacity (<I>"Harris"</I>), being referred to collectively as the <I>"Banks"</I>
and individually as a <I>"Bank"</I>, and said Harris Trust and Savings Bank as
administrative agent for the Banks under the Credit Agreement being hereinafter
referred to in such capacity as the <I>"Administrative Agent"</I>), pursuant to
which said Banks agree to make available to the Borrower a Revolving Credit (the
<I>"Revolving Credit"</I>) and a swingline facility (the <I>"Swingline"</I>),
with all loans thereunder to be evidenced by the Revolving Credit Notes of the
Borrower (all such Revolving Credit Notes being hereinafter referred to
collectively as the <I>"Notes"</I> and individually as a <I>"Note"</I>) and
Harris may issue letters of credit for the account of the Borrower. All of the
Borrower's indebtedness, obligations and liabilities to the Administrative Agent
and the Banks under the Credit Agreement and the other Loan Documents,
including, without limitation, all such indebtedness, obligations and
liabilities evidenced by the Notes, all indebtedness, obligations and
liabilities with respect to letters of credit and all extensions or renewals of
any of the foregoing, are hereinafter collectively referred to as the
<I>"Indebtedness"</I>. All defined terms used herein shall have the meanings set
forth in the Credit Agreement unless expressly defined herein.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As an inducement to each of you
to accept and enter into the Credit Agreement, and in consideration of credit
extended and to be extended by the Banks to the Borrower under said Credit
Agreement, the undersigned (hereinafter collectively referred to as the
<I>"Guarantors"</I>), acknowledging that the Banks have informed the Borrower
that said credit would not be extended pursuant to the Credit Agreement but for
this guarantee, hereby jointly and severally guarantee the full and prompt
payment to the Administrative Agent and each of the Banks at maturity (whether
by acceleration, lapse of time or otherwise) and at all times thereafter of
principal of and interest on all Indebtedness of the Borrower under the Credit
Agreement and the other Loan Documents, and all extensions or renewals of all or
any part thereof and all other indebtedness, liabilities and obligations of the
Borrower to the Banks and the Administrative Agent under the Credit Agreement
and the other Loan Documents. Notwithstanding any other provision hereof, the
right of recovery against each Guarantor under this Agreement shall not exceed
$1.00 less than the lowest amount which would render such Guarantor's
obligations under this Agreement void or voidable under applicable law,
including, without limitation, fraudulent conveyance law.</P>
<P>SECTION 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;TERMS AND CONDITIONS. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.1.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This guaranty of payment by the Guarantors
shall be a continuing, absolute and unconditional guaranty and shall remain in
full force and effect until all Indebtedness of the Borrower to the Banks and
the Administrative Agent shall be fully paid and satisfied and all commitments
of the Banks under the Credit Agreement to extend credit to or for the account
of the Borrower shall have terminated. The dissolution, liquidation or
insolvency (howsoever evidenced) of, or the institution of bankruptcy or
receivership proceedings against any one or more of the Guarantors or the
Borrower shall not terminate this Agreement.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.2.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations and liabilities of the
Guarantors, or any of them, hereunder shall not be affected or impaired by any
irregularity, invalidity or unenforceability of or in any of the Notes or of any
agreement, instrument or other document evidencing or creating or providing for
the same.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.3.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations and liabilities of the
Guarantors, or any of them, hereunder shall not be affected or impaired by (and
the Banks are hereby expressly authorized to make from time to time without
notice to the Guarantors) any sale, pledge, surrender, compromise, settlement,
release, renewal, extension, indulgence, amendment, alteration, substitution,
exchange, change in, modification or other disposition of any of the Credit
Agreement, the Notes, any other Loan Documents, any other guaranty thereof, or
of any security or collateral therefor.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.4.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations and liabilities of the
Guarantors or any of them hereunder shall not be affected or impaired by any
acceptance by the Administrative Agent or the Banks, or any of them, of any
security or collateral for, or other guarantors upon any of the Indebtedness or
by any failure, neglect, omission, delay or partial action on the part of the
Administrative Agent or the Banks, or any of them, in the administration of the
Indebtedness or to realize upon or protect any of the Indebtedness or any
security or collateral therefor, or to exercise any lien upon or right of
appropriation of any moneys, credits or property of the Borrower possessed by
any of the Banks toward the liquidation of the Indebtedness or by any
application of payments or credits thereon or by any other circumstances
whatsoever (with or without notice to or the knowledge of the Guarantors, or any
of them) which may in any manner or to any extent vary the risk of the
Guarantors, or any of them, hereunder or may otherwise constitute a legal or
equitable discharge of a surety or guarantor; it being the purpose and intent
that this guaranty of payment and the obligations and liability of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances and shall not be discharged except by payment and performance as
herein provided.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.5.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to hold the Guarantors, or any of
them, liable hereunder, there shall be no obligation on the part of any Bank, at
any time, to resort for payment to any person directly liable in respect of the
Indebtedness or to any other guaranty, or to any other person, their properties
or estates, or to resort to any collateral, security, property, liens or other
rights or remedies whatsoever, and the Banks shall have the right to enforce
this guaranty of payment irrespective of whether or not other proceedings or
steps are pending seeking resort to or realization upon or from any of the
foregoing. The Guarantors jointly and severally agree to pay all reasonable
out-of-pocket expenses, including court costs and reasonable attorneys' fees,
paid or incurred by the Administrative Agent and the Banks or any of them in
endeavoring to collect on the Indebtedness or any part thereof and in enforcing
this Agreement. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.6.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The granting of credit to the Borrower by
any Bank from time to time in addition to the Indebtedness under the Credit
Agreement without notice to the Guarantors, or any of them, is hereby authorized
and shall in no way affect or impair the obligations and liability of the
Guarantors, or any of them, hereunder.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.7.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The payment by any Guarantor of any amount
or amounts under this guaranty of payment shall not entitle it, either at law,
in equity or otherwise, to any right, title or interest (whether by way of
subrogation or otherwise) in and to any of the Indebtedness, or in and to any
security or collateral therefor, or in or to any amounts at any time paid or
payable under or pursuant to any guaranty by any other person of all or part of
Indebtedness, or in and to any amounts theretofore, then or thereafter paid or
applicable to the payment of the Indebtedness, howsoever such payment or
payments may arise, until all of the Indebtedness has been fully paid and all
obligations of the Banks to extend credit to or for the benefit of the Borrower
shall have terminated or expired.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.8.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be enforced by all of
the Banks acting jointly or by the Administrative Agent acting on its own behalf
and on behalf of the Banks. Any Bank may, without any notice to the Guarantor,
sell, assign or transfer, to the extent permitted in the Credit Agreement, the
Indebtedness held by it, or any part thereof, or grant participations therein;
and in that event, each and every immediate and successive assignee, transferee
or holder of all or any part of the Indebtedness (but expressly excluding any
participant) shall, to the extent permitted by the first sentence of this
Section&nbsp;1.8, have the right to enforce this Agreement, by suit or
otherwise, for the benefit of such assignee, transferee or holder (but expressly
excluding any participant) as fully as if such assignee, transferee or holder
were herein by name specifically given such rights, powers and benefits; but
each Bank shall have an unimpaired right, to the extent permitted by the first
sentence of this Section&nbsp;1.8, to enforce this Agreement for its own benefit
or for the benefit of any such participant as to so much of the Indebtedness
that it has not sold, assigned or transferred.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
1.9.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any payment applied by any Bank to any
of the Indebtedness is thereafter set aside, recovered, rescinded or required to
be returned for any reason (including, without limitation, the bankruptcy,
insolvency or reorganization of any of the Borrower or any other obligor), the
Indebtedness to which such payment was applied shall for the purposes of this
Agreement be deemed to have continued in existence, notwithstanding such
application, and this Agreement shall be enforceable as to such of the
Indebtedness as fully as if such application had never been made.</P>
<P>SECTION&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;MISCELLANEOUS. </P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section&nbsp;2.1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notices</I>.
Unless otherwise expressly provided herein, all communications provided for
herein shall be in writing or by telecopy and shall be deemed to have been given
or made when served personally, when an answer back is received in the case of
notice by telecopy or 2&nbsp;days after the date when deposited in the United
States mail addressed if to any Guarantor to P.O. Box 388, Yazoo City,
Mississippi&nbsp;&nbsp;39194, Attention: Corporate Secretary; if to the
Administrative Agent or Harris at 111 West Monroe Street, Chicago, Illinois
60690, Attention: Agribusiness Group; and if to any of the Banks, at the address
for each Bank set forth under its signature on the Credit Agreement; or at such
other address as shall be designated by any party hereto in a written notice to
each other party pursuant to this Section&nbsp;2.1.</P>
<P
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section&nbsp;2.2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jurisdiction;
Venue</I>. Each Guarantor hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Northern District of Illinois and of any
Illinois court sitting in Chicago for purposes of all legal proceedings arising
out of or relating to this Agreement or the transactions contemplated hereby.
Each Guarantor irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
2.3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Waiver of Jury Trial.</I> The Guarantor and,
by accepting the benefits of this Agreement, the Agent and each Bank hereby
irrevocably waives any and all right to trial by jury in any legal proceeding
arising out of or relating to this Guaranty Agreement or the transactions
contemplated hereby.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
2.4.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be construed
according to the internal laws of the state of Illinois, in which State it shall
be performed by the Guarantors. This Agreement and every part hereof shall be
binding upon the Guarantors jointly and severally and upon their respective
legal representatives, successors and assigns of each and all of the
undersigned, and shall inure to the benefit of the Banks and their respective
successors, legal representatives and assigns.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
2.5.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Entire Agreement.</I> This writing is
intended by the parties to be a complete and final expression of this Agreement
and is also intended as a complete and exclusive statement of the terms of that
agreement. No course of dealing, course of performance or trade usage, and no
parole evidence of any nature, shall be used to supplement or modify any terms
hereof, nor are there any conditions to the full effectiveness of this
Agreement.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Section
2.6.</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Release of Guarantors.</I> No Guarantor
shall be released from any of its obligations under this Agreement, and this
Section&nbsp;2.6 may not be amended, modified or waived, without the prior
written consent of all of the Banks.</P>
<P>Dated as of November&nbsp;15, 2002. </P>
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<P>MISSCHEM NITROGEN, L.L.C.</P>
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;Vice
President of Finance and Treasurer</P>
<P>&nbsp;</P>
<P>MISSISSIPPI NITROGEN, INC.</P>
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President
of Finance and Treasurer</P>
<P>&nbsp;</P>
<P>TRIAD NITROGEN, L.L.C.</P>
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President
of Finance and Treasurer</P>
<P>&nbsp;</P>
<P>MISSISSIPPI PHOSPHATES CORPORATION</P>
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President
of Finance and Treasurer</P>
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<P>MISSISSIPPI POTASH, INC.</P>
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice
President of Finance and Treasurer</P>
<P>&nbsp;</P>
<P>EDDY POTASH, INC.</P>
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President of
Finance and Treasurer</P>
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<P>MISSISSIPPI CHEMICAL MANAGEMENT COMPANY</P>
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<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President
of Finance and Treasurer</P>
<P>&nbsp;</P>
<P>MISSISSIPPI CHEMICAL COMPANY, L.P.<BR></FONT><FONT
face="Times,Times New Roman" size=1>By MISSISSIPPI CHEMICAL MANAGEMENT
COMPANY,<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;GENERAL PARTNER</P></FONT><FONT
face="Times,Times New Roman">
<P><BR>By&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; /s/ Timothy A.
Dawson<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vice President
of Finance and
Treasurer</P></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></DIR></FONT></BODY></HTML>

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