rentech_8k-ex1003.htm


    EXHIBIT 10.3

     

    REAFFIRMATION AND AMENDMENT
AGREEMENT

     

    THIS
REAFFIRMATION AND AMENDMENT AGREEMENT dated as of June 13, 2008 (this “Agreement”), is made
among RENTECH ENERGY MIDWEST CORPORATION, a corporation organized under the laws
of the State of Delaware (the “Borrower”), RENTECH,
INC., a corporation organized under the laws of the State of Colorado (“Holdings”), the
Subsidiaries of Holdings (other than the Borrower) identified on the signature
pages hereto (the “Subsidiary
Guarantors”) and CREDIT SUISSE, Cayman Islands Branch, as collateral
agent for the Secured Parties (in such capacity, the “Collateral
Agent”).

     

    RECITALS

     

    The
Borrower entered into that certain Credit Agreement dated as of May 30, 2008 by
and among the Borrower, Holdings, certain financial institutions party thereto,
as lenders, CREDIT SUISSE, Cayman Islands Branch, as administrative agent and
the Collateral Agent (the “Original Credit
Agreement”).

     

    The
Borrower’s obligations under the Original Credit Agreement are unconditionally
guaranteed by Holdings and the Subsidiary Guarantors (collectively, the “Guarantors”) pursuant
to the terms of the Guarantee and Collateral Agreement, dated as of May 30, 2008
(the “Guarantee and
Collateral Agreement”).  In addition, the Borrower and the
Guarantors (collectively, the “Grantors”) have
granted Liens (as defined in the Original Credit Agreement) in favor of the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties (as defined in the Guarantee and Collateral
Agreement) pursuant to (a) the Guarantee and Collateral
Agreement,  (b) the Intellectual Property Security Agreement, dated as
of May 30, 2008, and (c) such other Security Documents referred to in the
Original Credit Agreement (collectively, the “Security
Documents”).

     

    The
Borrower, the Lenders and the Agents desire to amend and restate the provisions
of the Original Credit Agreement pursuant to the Amended and Restated Credit
Agreement of even date herewith (as amended, restated or otherwise modified from
time to time, the “Credit Agreement”) by
and among the Borrower, the Lenders and the Agents.

     

    In
connection with the transactions contemplated by the Credit Agreement and as a
condition precedent thereto, the Lenders have requested that the Grantors
execute and deliver this Agreement to (a) confirm that each of the Security
Documents (as amended, restated, supplemented or otherwise modified prior to or on the date hereof) remains in full
force and effect, (b) confirm the validity of Liens and assignments granted
pursuant to the Security Documents, and (c) confirm that the Security Documents
and such Liens and assignments support or secure, and will continue to support
or secure, the Obligations.

     

    NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties hereto, and to induce the Agents and the Lenders to enter into the
Credit Agreement, the parties hereto agree as follows:

     

    Section 1.  Definitions. Each capitalized term
used but not defined herein shall have the meaning assigned to it in the Credit
Agreement.  Each capitalized term defined in the New York UCC (as
defined in the Guarantee and Collateral Agreement) and not defined in this
Agreement shall have the meaning assigned to it in the New York
UCC.  All references to the Uniform Commercial Code shall mean the New
York UCC.  For purposes hereof, “including” is not limiting and “or”
is not exclusive.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Section 2.  Amendment
to Security Documents.  Schedule II
(Pledged Equity Interests; Pledged Debt Securities) to the Guarantee and
Collateral Agreement is hereby amended to include the information set forth as
set forth on Annex
1 hereto.

     

    Section 3.  Reaffirmation
of Security Documents.  Each of the
Grantors (a) agrees that the transactions contemplated by the amendment and
restatement of the Original Credit Agreement pursuant to the terms of the Credit
Agreement shall not limit or diminish the obligations of the Grantors under, or
release any Grantor from any obligations under, any Security Document, (b)
confirms and reaffirms its obligations under each Security Document and (c)
agrees that each Security Document remains in full force and effect and is
hereby in all respects ratified and confirmed, including, without limitation,
all schedules thereto; provided that: (i)
all references therein to the “Credit Agreement” shall be deemed to be
references to the Credit Agreement and (ii) all references to “Lenders” shall be
deemed to be references to the Lenders under the Credit Agreement.

     

    Section 4.  Grant of
Security Interest.  In furtherance of
the reaffirmations set forth in the preceding Section 3, the
Grantors hereby grant to the Collateral Agent, its successors and assigns, for
the ratable benefit of the Secured Parties, a lien on, security interest in and
right of set-off against any and all right, title and interest in and to any and
all property and interests in property of the Grantors, whether now owned or
existing or hereafter created, acquired or arising (all being collectively
referred to herein as the “Collateral”). Each
Grantor authorizes the Collateral Agent to file or record (and hereby ratifies
any filing or recordation prior to the date hereof) financing statements and
other filing or recording documents or instruments with respect to the
Collateral containing an indication or description of the Collateral that
describes such property in any manner as the Collateral Agent may reasonably
determine is necessary or desirable to ensure the perfection of the security
interest in the Collateral granted to the Collateral Agent pursuant hereto and
pursuant to the Security Documents, in such form and in such offices as the
Collateral Agent determines appropriate to perfect the security interests in the
Collateral of the Collateral Agent hereunder and under the Security
Documents.

     

    Section 5.  Reaffirmation
of Guaranty.  Without limiting any
other provision of this Agreement, each of the Grantors hereby acknowledges that
it has reviewed the terms and provisions of the Credit Agreement and consents to
the amendments and modifications effected thereby.  Each of the Grantors
(other than the Borrower) hereby confirms and reaffirms, both before and after
giving effect to the amendment and restatement of the Original Credit Agreement
pursuant to the Credit Agreement, that it is a party to and is bound by the
Guarantee and Collateral Agreement as a guarantor thereunder, by virtue of its
having been an original signatory thereto, and that the guaranty under the
Guarantee and Collateral Agreement guarantees the Obligations.  The
Guarantee and Collateral Agreement remains in full force and effect and is
hereby in all respects ratified and confirmed.

     

    Section 6.  Obligations
Secured.  The Security
Documents, as confirmed, ratified and reaffirmed by this Agreement, secure the
Obligations.

     

    Section 7.  No
Termination.  Each of the
Grantors hereby agree and acknowledge that (a) except as expressly amended
hereby, the Security Documents shall continue to be, and shall remain, in full
force and effect and (b) the amendment and restatement of the Original Credit
Agreement will not result in the termination of the Security Documents or the
release of Collateral pledged pursuant to the Security Documents.

     

    Section 8.  Applicable
Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.

     

    Section 9.  Counterparts. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 7.04 of the Guarantee and Collateral
Agreement.  Delivery of an executed signature page to this Agreement
by facsimile transmission or other electronic imaging means shall be as
effective as delivery of a manually signed counterpart of this
Agreement.

     

    


    [SIGNATURE
PAGES FOLLOW]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the date first
above written.

     

    
      
        	 	RENTECH
      ENERGY MIDWEST CORPORATION,	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


      

    

    
      
        	 	RENTECH,
      INC.,	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title:
      CFO	 
	 	 	 	 
	 	 	 	 


      

    

    
      
        	 	RENTECH
      DEVELOPMENT CORPORATION,	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


      

    

    
      
        	 	RENTECH
      SERVICES CORPORATION,	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


      

    

    
      
        	 	RENTECH
      ENERGY TECHNOLOGY CENTER, LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Merrick
      Kerr	 
	 	 	Name:
      Merrick Kerr	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 


      

    

    
      	 	
              CREDIT
      SUISSE, Cayman Islands Branch,

              as Collateral Agent

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Vanessa
      Gomez	 
	 	 	Name:
      Vanessa Gomez	 
	 	 	Title:
      Director	 


      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Nupur
      Kumar	 
	 	 	Name:
      Nupur Kumar	 
	 	 	Title:
      Associate	 
	 	 	 	 


      

    

     

     

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