rentech_8k-ex1001.htm


    EXHIBIT
      10.1

     

    AMENDMENT
      TO SITE LICENSE AGREEMENT

     

    THIS
      AMENDMENT TO SITE LICENSE AGREEMENT (this “Amendment”) is made and entered into
      as of October 26, 2007 (the “Effective Date”) by and between Rentech, Inc., a
      corporation incorporated in the USA under provisions of the laws of the state
      of
      Colorado, USA (“Rentech”) and Medicine Bow Fuel & Power LLC, a limited
      liability corporation organized under provisions of the laws of the state of
      Delaware (“Licensee”) in consideration of the following
      circumstances.  Rentech and Licensee are sometimes referred to in this
      Amendment individually as a “Party” and collectively as “Parties.”

     

    RECITALS

     

    A.           Rentech
      and Licensee have entered into a License Agreement dated January 12, 2006
      between Rentech and Licensee related to a plant to be constructed by Licensee
      at
      or near Medicine Bow, Wyoming (the “Site License
      Agreement”).  Capitalized terms not otherwise defined herein shall
      have the meaning ascribed in the Site License Agreement.

     

    B.           The
      Parties are willing to enter into this Amendment to express their agreement
      with
      respect to certain matters set forth in the Site License Agreement.

     

    NOW,
      THEREFORE, in consideration of
      these circumstances and the following mutual covenants, premises and agreements,
      the Parties hereto agree as follows:

     

    
      	
               

            	
              1.

            	
              The
                120-day deadline in Section 2.7(b) for Licensee to terminate the
                Site
                License Agreement is hereby extended by one year to October 28,
                2008.  Licensee shall have a unilateral right to terminate the
                Site License Agreement pursuant to Section 2.7(b) at any time on
                or prior
                to October 28, 2008.  Each Party hereby releases and holds
                harmless the other Party and its Affiliates from all claims or
                liabilities, if any, with respect to this Amendment or any termination
                of
                the Site License Agreement in accordance
                herewith.

            


    

     

    
      	
               

            	
              2.

            	
              To
                the extent the Site License Agreement remains in effect, the following
                dates therein are hereby modified:

            


    

     

    
      	
               

            	
              a.

            	
              The
                deadline for Licensee to achieve Financial Close, set forth in Sections
                6.1 and 16.6 of the Site License Agreement, is hereby extended by
                one year
                to January 12, 2010.

            


    

     

    
      	
               

            	
              b.

            	
              The
                deadline to achieve Commercial Operation, set forth in Section 6.1
                of the
                Site License Agreement, is hereby extended by one year to December
                31,
                2016.

            


    

     

    
      	
               

            	
              3.

            	
              To
                the extent the Site License Agreement remains in effect, the following
                dates in the Fischer-Tropsch Catalyst Supply Agreement dated June
                30, 2007
                between Rentech and Licensee (the “Catalyst Supply Agreement”) are hereby
                modified:

            


    

     

    
      	
               

            	
              a.

            	
              The
                deadline for Rentech to provide basic catalyst handling and storage
                guidelines, set forth in Section 4.6 of the Catalyst Supply Agreement,
                is
                hereby extended by six months to September 30,
                2008.

            


    

     

    
      	
               

            	
              b.

            	
              The
                deadline for Rentech to enter into a binding catalyst supply agreement
                with pricing, to enter into a letter of intent with a second manufacturer,
                and to determine the qualifications and the procedure for qualifying
                catalyst manufacturers, set forth in Section 4.9 of the Catalyst
                Supply
                Agreement, is hereby extended by six months to September 30,
                2008.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              c.

            	
              The
                deadline for Rentech and Licensee to agree on arrangements with a
                mutually
                agreeable escrow agent, set forth in Section 4.10.1 of the Catalyst
                Supply
                Agreement, is hereby extended by six months to September 30,
                2008.

            


    

     

    
      	
               

            	
              4.

            	
              This
                Amendment amends the terms of the License Agreement and the Catalyst
                Supply Agreement and is deemed incorporated into such
                agreements.  The provisions of the License Agreement and
                Catalyst Supply Agreement, except as amended by this Amendment, shall
                remain in full force and effect.

            


    

     

    
      	
               

            	
              5.

            	
              This
                Amendment may be executed in two or more counterparts, each of which
                shall
                be deemed an original, but all of which taken together shall constitute
                one and the same agreement, it being understood that all of the parties
                need not sign the same counterpart.

            


    

     

    


     

    IN
      WITNESS WHEREOF, the parties have executed duplicate originals of this Amendment
      by their duly authorized representatives or officers as of the date given in
      the
      introductory paragraph.

    


     

    
      	
              RENTECH,
                INC.

            	
              MEDICINE
                BOW FUEL AND POWER LLC

            
	 	 
	 	 
	 	 
	
              /s/
                D. Hunt
                Ramsbottom                                           
                

            	
              /s/
                Robert C.
                Kelly                                               
                 

            
	
              Name:  D.
                Hunt Ramsbottom

            	
              Name:  Robert
                C. Kelly

            
	
              Title:  President
                & CEO

            	
              Title:  Executive
                Officer