0000066895-03-000014 Sample Contracts

Standstill Agreement Among Mississippi Chemical Corporation and The Banks Party Hereto and Harris Trust and Savings Bank, as Administrative Agent Dated as of May 16, 2003
Standstill Agreement • May 23rd, 2003 • Mississippi Chemical Corp /MS/ • Agricultural chemicals • Illinois
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Mississippi Chemical Corporation First Amendment to Amended and Restated Credit Agreement and Waiver
Mississippi Chemical Corp /MS/ • May 23rd, 2003 • Agricultural chemicals • Illinois

Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of November 15, 2002 (the "Credit Agreement"), by and among the undersigned, Mississippi Chemical Corporation, a Mississippi corporation (the "Borrower"), 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, being referred to collectively as the "Banks" and individually as a "Bank", and said Harris Trust and Savings Bank as administrative agent for the Banks under the Amended and Restated Credit Agreement being hereinafter referred to in such capacity as the "Administrative Agent"). All defined terms used herein shall have the same meaning as in the Credit Agreement unless otherwise defined herein.

POST-PETITION CREDIT AGREEMENT AMONG MISSISSIPPI CHEMICAL CORPORATION AND THE BANKS PARTY HERETO AND HARRIS TRUST AND SAVINGS BANK, as DIP Agent Dated as of May 16, 2003
Credit Agreement • May 23rd, 2003 • Mississippi Chemical Corp /MS/ • Agricultural chemicals • Illinois
Assumption and Supplemental Guaranty Agreement
Assumption and Supplemental Guaranty Agreement • May 23rd, 2003 • Mississippi Chemical Corp /MS/ • Agricultural chemicals • Illinois

This Agreement dated as of this 21st day of April, 2003, from Melamine Chemicals, Inc., a Delaware corporation (the "New Guarantor"), to the Banks (as defined in the Guaranty Agreement hereinafter identified and defined);

FIRST AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • May 23rd, 2003 • Mississippi Chemical Corp /MS/ • Agricultural chemicals

THAT CERTAIN EMPLOYMENT AGREEMENT (the "Agreement") entered into as of August 1, 2002, by and between Charles O. Dunn ("Executive") and Mississippi Chemical Corporation ("Company") (which Agreement amended, restated and superseded, in its entirety, that certain Severance Agreement initially effective as of July 29, 1996, by and between the Company and Executive), is hereby amended in the following particulars:

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Mississippi Chemical Corp /MS/ • May 23rd, 2003 • Agricultural chemicals

This INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this "Instrument"), dated as of March 21, 2003 (the "Execution Date"), by and among Mississippi Chemical Corporation, a corporation duly organized and existing under the laws of the State of Mississippi (the "Company"), Trustmark National Bank, a national banking association (the "Resigning Trustee"), and BancorpSouth Bank, a national banking association (the "Successor Trustee).

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