0001193125-04-198533 Sample Contracts

Re: Letter of Intent
Letter 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.”

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AMENDMENT NO. 1 TO LETTER OF INTENT
Letter 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”).

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