EXHIBIT 10.21



 EXHIBIT 10.21 
  
 WAIVER AND CONSENT 
  
 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). 
  
 RECITALS 
  
 Except as defined herein, all capitalized terms used in this Waiver and Consent shall have meaning assigned to them in the
Credit Agreement. 
  
 Pursuant to Section 7.2.4.(d) of the
Credit Agreement, Financial Covenants, Borrower is required to maintain a Minimum Net Worth of $70,000,000, for the period ending September 30, 2003. Borrower has informed the Administrative Agent that it has failed to meet the required
financial covenants for Minimum Net Worth for the period ending September 30, 2003. Borrower has requested that the Administrative Agent and the Lenders waive Borrower’s compliance with such financial covenant and requirement under the Credit
Agreement and the Administrative Agent and Lenders are willing to do so on the terms and conditions herein contained. 
  
 NOW, THEREFORE, the Administrative Agent and the undersigned Lenders provide this Waiver and Consent as follows: 
  
 1. Any violation of the terms of the Credit Agreement or any other Loan
Document, that would result from the failure of Borrower to comply with the Minimum Net Worth financial covenant and requirement for the period ending September 30, 2003 shall be and is hereby waived and consent to such waiver by the Administrative
Agent and undersigned Lenders shall be and is hereby given in accordance with Section 10.1 of the Credit Agreement. 
  
 2. Notwithstanding the foregoing Waiver and Consent, it is expressly understood and agreed that the Lenders shall have the right at all times hereafter to
require strict performance by Borrower of all terms of the Credit Agreement or any other Loan Document, including without limitation, the terms of Sections 7.2.4(d) of the Borrower Pledge and Security Agreement and the Subsidiary Pledge and Security
Agreement, that the Lenders do not waive, affect or diminish any right, power or remedy of the Lenders under the Credit Agreement or any other Loan Document except as expressly set forth herein and that except as expressly set forth herein, the
Credit Agreement and each other Loan Document shall continue in full force and effect in accordance with their respective terms. 
  

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 3. In order to induce the Administrative Agent and the Required Lenders to execute and deliver this
Waiver and Consent, the Borrower hereby represents and warrants, on and as of the date first above written, that, after giving effect to the provisions of this Waiver and Consent: 
  
 (a) the representations and warranties set forth in Article VI of the Credit Agreement and in each other
Loan Document are, in each case, true and correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date);
and 
  
 (b) no Default, other than as stated
herein, has occurred and is continuing. 
  
 4. This Waiver and
Consent may be executed in several counterparts, each of which shall be deemed to be an original (whether such counterpart is originally executed or an electronic copy of an original) and all of which shall constitute together but one and the same
document. 
  
 5. This Waiver and Consent is a Loan Document
executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement. 
  
 6. This Waiver and Consent shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 
  
 7. Borrower shall pay a Waiver and
Consent fee of One Thousand Five Hundred Dollars ($1,500) to each Lender that has signed this Waiver and Consent, without changes or reservations, and delivered it to the Administrative Agent on or before 5:00 p.m. (Denver Time) on November 13,
2003. 
  
 8. THIS WAIVER AND CONSENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
  
 IN WITNESS WHEREOF, this Waiver and Consent has been duly executed as of the day and year first above written. 
  

	 ROYSTER-CLARK, INC., Borrower
 1251 Avenue of the Americas
 9th Floor, Suite 900
 New York, New York 10020

		
	 By:
	 	/s/ Paul M. Murphy
	 	

	 	 	Paul M. Murphy
	 Its
	 	 Chief Financial Officer

	 	



  

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	 {SIGNATURE PAGE TO WAIVER AND
 CONSENT DATED NOVEMBER 13, 2003}
	 	 LENDERS:
  
 U.S. BANK NATIONAL ASSOCIATION,
 as Agent and as a Lender
 950 17th Street, Suite 350
 Denver, Colorado 80202

				
	 	 	 	 	By:	 	/s/ Alan V. Schuler
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Alan V. Schuler
 Vice
President

	 	 	 	 	 	

		
	 	 	 COOPERATIEVE CENTRALE
 RAIFFEISEN-BOERENLEENBANK B.A.,
 “RABOBANK INTERNATIONAL”,
NEW YORK BRANCH
 245 Park Avenue, 36th Floor
 New York, NY 10167

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 
	 	 	 	 	 	

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 
	 	 	 	 	 	

		
	 	 	 TRANSAMERICA BUSINESS CREDIT
 CORPORATION
 8750 West Bryn Mawr, Suite 720
 Chicago, Illinois 60631

				
	 	 	 	 	By:	 	/s/ Vic Dewanjee
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Vic Dewanjee
 Vice
President

	 	 	 	 	 	

		
	 	 	 WELLS FARGO BANK
 Loan Adjustment Group
 45 Fremont Street, Second Floor
 San Francisco, California
94105

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 
	 	 	 	 	 	


  

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	 {SIGNATURE PAGE TO WAIVER AND
 CONSENT DATED NOVEMBER 13, 2003}
	 	 HARRIS TRUST AND SAVINGS BANK
 111 West Monroe St., 18th Floor West
 Chicago, Illinois 60690

				
	 	 	 	 	By:	 	/s/ Stephanie Halstenberg
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Stephanie Halstenberg
 Vice
President

	 	 	 	 	 	

		
	 	 	 LaSALLE BUSINESS CREDIT, INC.
 1735 Market Street
 6th Floor, Suite 660
 Philidelphia, PA 19103

				
	 	 	 	 	By:	 	/s/ Jeffrey M. Joslin
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Jeffrey M. Joslin
 Vice
President

	 	 	 	 	 	

		
	 	 	 BANK OF AMERICA, N.A.
 BUSINESS CREDIT
 600 Peachtree Street NE, 10th Floor
 Atlanta, Georgia 30308

				
	 	 	 	 	By:	 	/s/ John L. Anderson
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 John L. Anderson
 Vice
President

	 	 	 	 	 	

		
	 	 	 FINOVA CAPITAL CORPORATION
 1000 First Avenue, 1st Floor
 King of Prussia, PA 19406

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 
	 	 	 	 	 	

		
	 	 	 PNC BANK, N.A.
 BUSINESS CREDIT
 249 Fifth Avenue
 6th Floor
 One PNC Plaza
 Pittsburgh, Pennsylvania 15222

				
	 	 	 	 	By:	 	/s/ Peter Redington
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Peter Redington
 Assistant Vice
President

	 	 	 	 	 	


  

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	 {SIGNATURE PAGE TO WAIVER AND
 CONSENT DATED NOVEMBER 13, 2003}
	 	 WHITEHALL BUSINESS CREDIT
 CORPORATION
 One State Street, 7th Floor
 New York, New York 10004

				
	 	 	 	 	By:	 	/s/ Alan F McKay
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Alan F McKay
 Vice
President

	 	 	 	 	 	

		
	 	 	 ORIX BUSINESS CREDIT, INC.
 846 East Algonquin Road, Suite A100
 Schaumburg, Illinois 60173

				
	 	 	 	 	By:	 	/s/ Jonathan Millard
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 Jonathan Millard
 Vice
President

	 	 	 	 	 	

		
	 	 	 THE PROVIDENT BANK
 One East Fourth Street, 249 A
 Cincinnati, Ohio 45202

				
	 	 	 	 	By:	 	 
	 	 	 	 	 	

	 	 	 	 	  
 Its
	 	 
	 	 	 	 	 	


  

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