Standard Contracts
RECITALS:Asset Purchase Agreement • April 19th, 2000 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • Delaware
ARTICLE I CERTAIN DEFINITIONS -------------------Asset Purchase Agreement • April 19th, 2000 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • Delaware
BackgroundEmployment Agreement • April 2nd, 2001 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
THIS EMPLOYMENT AGREEMENT, dated as of December 1, 1999, between Royster-Clark, Inc., a Delaware corporation (the "Company"), and Paul ------- Murphy ("Executive"). --------- Background ----------Employment Agreement • March 28th, 2003 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT ---------------------------------------------- AMONG ROYSTER-CLARK, INC., VARIOUS FINANCIAL INSTITUTIONS, ---------------------------------------------------------- DLJ CAPITAL FUNDING, INC., J.P. MORGAN...Revolving Credit Agreement • March 28th, 2003 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
RECITALSWaiver and Consent • May 13th, 2002 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
FORM OFStock Purchase Agreement • April 19th, 2000 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • Virginia
ARTICLE I CERTAIN DEFINITIONS -------------------Agreement for the Sale and Purchase of Assets • April 19th, 2000 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • Delaware
Re: Letter of IntentLetter of Intent • November 17th, 2004 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
This letter of intent, effective when executed by all of the parties hereto, will evidence the current mutual intent, as set forth in Article 1 below, of Royster-Clark, Inc., a Delaware corporation (“Royster”), to sell, and Rentech Development Corporation, a Colorado corporation and its affiliates (“Rentech”) to acquire (the “Acquisition”) or all of the issued and outstanding capital stock (the “Stock”) of Royster Clark Nitrogen, Inc. (the “Company”) which owns a nitrogen facility located in East Dubuque, Illinois and related assets (the “Assets”). Each of the Rentech and Royster are sometimes referred to individually as “Party” and collectively as the “Parties.”
AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 8th, 2005 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT (the “Amendment”), is made and entered into effective as of March 1, 2005, by and between RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“Buyer”), and ROYSTER-CLARK, INC., a Delaware corporation (“Seller”).
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED DECEMBER 22, 2003, AMONG ROYSTER-CLARK, INC., CERTAIN SUBSIDIARIES OF ROYSTER- CLARK, INC., VARIOUS FINANCIAL INSTITUTIONS, U.S. BANK NATIONAL ASSOCIATION, as the Administrative...Revolving Credit Agreement • March 31st, 2005 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
This Second Amendment to Amended and Restated Revolving Credit Agreement and Supplement Amending the Borrower Pledge and Security Agreement, the Subsidiary Guaranty and the Subsidiary Pledge and Security Agreement (collectively, this “Amendment”) is made as of February 3, 2005 between Royster-Clark, Inc. a Delaware corporation (hereinafter referred to as “Borrower”), Royster-Clark Resources LLC, a Delaware limited liability company, Royster-Clark Agribusiness, Inc. (f/k/a IMC AgriBusiness, Inc.), a Delaware corporation, Royster-Clark Nitrogen, Inc. (f/k/a IMC Nitrogen Company), a Delaware corporation, (individually a “Co-Borrower” and collectively, the “Co-Borrowers”), and the various financial institutions signatory hereto (being all of the Lenders).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 24th, 2005 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO.1 TO STOCK PURCHASE AGREEMENT (the “Amendment”), is made and entered into effective as of January 18, 2005, by and between RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“Buyer”), and ROYSTER-CLARK, INC., a Delaware corporation (“Seller”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED DECEMBER 22, 2003, AMONG ROYSTER-CLARK, INC., CERTAIN SUBSIDIARIES OF ROYSTER- CLARK, INC., VARIOUS FINANCIAL INSTITUTIONS, U.S. BANK NATIONAL ASSOCIATION, as the Administrative...Revolving Credit Agreement • May 14th, 2004 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
This First Amendment to Amended and Restated Revolving Credit Agreement and Supplement Amending the Borrower Pledge and Security Agreement and Subsidiary Pledge and Security Agreement (collectively, this “Amendment”) is made as of March 26, 2004 between Royster-Clark, Inc. a Delaware corporation (hereinafter referred to as “Borrower”), Royster-Clark Resources LLC, a Delaware limited liability company, Royster-Clark Agribusiness, Inc. (f/k/a IMC AgriBusiness, Inc.), a Delaware corporation, Royster-Clark Nitrogen, Inc. (f/k/a IMC Nitrogen Company), a Delaware corporation, (individually a “Co-Borrower” and collectively, the “Co-Borrowers”), and the various financial institutions signatory hereto (being at least the Required Lenders with respect to paragraphs 1 through 7 and 11 and 12 hereof, and being all of the Lenders with respect to paragraphs 8, 9 and 10 hereof).
AMENDMENT NO. 1 TO LETTER OF INTENTLetter of Intent • November 17th, 2004 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
This AMENDMENT NO. 1 TO LETTER OF INTENT (the “Amendment”), is made and entered into as of October 28, 2004, by and between ROYSTER-CLARK, INC., a Delaware corporation (“Royster”), and RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“Rentech”).
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED DECEMBER 22, 2003, AMONG ROYSTER-CLARK, INC., CERTAIN SUBSIDIARIES OF ROYSTER- CLARK, INC., VARIOUS FINANCIAL INSTITUTIONS, U.S. BANK NATIONAL ASSOCIATION, as the Administrative...Revolving Credit Agreement • March 31st, 2005 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
This Third Amendment to Amended and Restated Revolving Credit Agreement this “Amendment”) is made as of March 28, 2005 between Royster-Clark, Inc. a Delaware corporation (hereinafter referred to as “Borrower”), Royster-Clark Resources LLC, a Delaware limited liability company, Royster-Clark Agribusiness, Inc. (f/k/a IMC AgriBusiness, Inc.), a Delaware corporation, Royster-Clark Nitrogen, Inc. (f/k/a IMC Nitrogen Company), a Delaware corporation, (individually a “Co-Borrower” and collectively, the “Co-Borrowers”), and the various financial institutions signatory hereto (being at least the Required Lenders).
WAIVER AND CONSENTWaiver and Consent • November 14th, 2003 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
This Waiver and Consent is given as of the 13th day of November, 2003, under the Revolving Credit Agreement (as amended, modified, supplemented, renewed or restated from time to time, the “Credit Agreement”) made as of the 22nd day of April, 1999, by and among Royster-Clark, Inc., a Delaware Corporation (the “Borrower”) and the various financial institutions as are or may become parties thereto (collectively the “Lenders”). This Waiver and Consent is made by the Lenders signatory hereto (being at least the “Required Lenders,” as defined in the Credit Agreement).
STOCK PURCHASE AGREEMENT BY AND BETWEEN RENTECH DEVELOPMENT CORPORATION AND ROYSTER-CLARK, INC. DATED AS OF DECEMBER 10, 2004Stock Purchase Agreement • March 30th, 2005 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods • New York
STOCK PURCHASE AGREEMENT, dated as of December 10, 2004 (this “Agreement”), by and between RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“Buyer”), and ROYSTER-CLARK, INC., a Delaware corporation (“Seller”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 22, 2003, among ROYSTER-CLARK, INC., as the Borrower, CERTAIN SUBSIDIARIES OF ROYSTER- CLARK, INC. as the Co-Borrowers VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, as the...Revolving Credit Agreement • March 30th, 2004 • Royster-Clark Inc • Wholesale-miscellaneous nondurable goods
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 22, 2003, among ROYSTER-CLARK, INC., a Delaware corporation (the “Borrower”), ROYSTER-CLARK RESOURCES, LLC, a Delaware limited liability company, ROYSTER-CLARK AGRIBUSINESS, INC. (f/k/a IMC AgriBusiness, Inc.), a Delaware corporation, ROYSTER-CLARK NITROGEN, INC. (f/k/a IMC Nitrogen Company), a Delaware corporation, (individually a “Co-Borrower” and collectively, the “Co-Borrower’s”), the various financial institutions as are or may become parties hereto (individually a “Lender” and collectively, the “Lenders”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“U.S. Bank”), as the administrative agent (the “Agent”). This Amended and Restated Revolving Credit Agreement amends and restates the Revolving Credit Agreement dated as of April 22, 1999, together with the First, Second and Third Amendments thereto (the “Original Credit Agreement”).
