rentech_8k-ex1001.htm


    
      

    

     

    Exhibit
      10.1

     

     

    OMNIBUS
      AMENDMENT

     

    THIS
      OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of December 7,
      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”), Medicine Bow Fuel & Power LLC, a limited liability
      corporation organized under provisions of the laws of the state of Delaware
      (“Licensee”), and DKRW Advanced Fuels LLC, a limited liability corporation
      organized under provisions of the laws of the state of Delaware (“Advanced
      Fuels”) in consideration of the following circumstances.  Rentech,
      Licensee and Advanced Fuels are sometimes referred to in this Amendment
      individually as a “Party” and collectively as “Parties.”

     

    A.           Rentech
      and either Licensee or Advanced Fuels have entered into (i) a License Agreement
      dated January 12, 2006, as amended on October 26, 2007, between Rentech and
      Licensee (the “Site License Agreement”), (ii) a Project Development
      Participation Agreement dated January 12, 2006 between Rentech and Advanced
      Fuels (the “Participation Agreement”), (iii) a Master License Agreement dated
      January 12, 2006 between Rentech and Advanced Fuels (the “Master License
      Agreement”), and (iv) a Fischer-Tropsch Catalyst Supply Agreement dated June 30,
      2007, as amended on October 26, 2007, between Rentech and Licensee (the
“Catalyst Agreement”).  (Certain capitalized terms not otherwise
      defined herein shall have the meaning ascribed to them in the Site License
      Agreement.)

     

    B.           The
      Parties concur that as a result of intervening events which have occurred since
      the Effective Date, Rentech’s development of its test facility to establish the
      Test Conversion Rate and Test Catalyst Consumption Rate pursuant to Section
      2.7(b) of the Site License Agreement will occur at a different time than
      Licensee’s need for such results in connection with its current plans for
      development, design and financing of the Licensed Plant.

     

    C.           In
      light of Licensee’s and Advanced Fuels’ continued desire to develop and
      commercialize Rentech’s technology at the Licensed Plant, and in light of
      Rentech’s continued desire to maintain technology development arrangements in
      place with Licensee and with Advanced Fuels, the Parties are willing to enter
      into this Amendment to express their further agreement with respect to certain
      matters set forth in the License Agreement, the Catalyst Agreement, the
      Participation Agreement and the Master 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
                deadline for establishing the Test Conversion Rate and the Test Catalyst
                Consumption Rate set forth in Section 2.7(b) of the Site License
                Agreement
                is hereby extended to June 30, 2009; provided that Licensee may terminate
                the Site License Agreement at any time prior to June 30,
                2009.

            


    

     

    
      	
              2.  

            	
              Rentech
                affirms and agrees that neither methanol nor its derivatives is an
                Intermediate Hydrocarbon Product, as such term is defined in the
                Site
                License Agreement, such derivatives to include but not be limited
                to
                products produced by methanol to gasoline technologies, and acknowledges
                that the use of such products is not a violation of Section 2.2(iv)
                of the
                Site License Agreement and Section 3 of the Master License
                Agreement.

            


    

    


    
      	
              3.  

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

            


    

     

     

     

    
      
         

      

      
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              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 to
                January
                12, 2014.

            


    

     

    
      	
              b.  

            	
              The
                deadline to achieve Commercial Operation, set forth in Section 6.1
                of the
                Site License Agreement, is hereby extended to December 31,
                2017.

            


    

     

    
      	
              4.  

            	
              To
                the extent the Site License Agreement remains in effect, the following
                dates in 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 to March 31,
                2009.

            


    

     

    
      	
              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, each as set forth in Section 4.9 of the Catalyst
                Supply Agreement, is hereby extended to March 31,
                2009.

            


    

     

    
      	
              c.  

            	
              The
                deadline for Rentech and Licensee to agree on arrangements with a
                mutually
                agreeable escrow agent, as set forth in Section 4.10.1 of the Catalyst
                Supply Agreement, is hereby extended to March 31,
                2009.

            


    

     

    
      	
              5.  

            	
              The
                Participation Agreement is hereby terminated, and is of no further
                force
                and effect.  The warrant in the form of Exhibit 1 to the
                Participation Agreement, previously entered into by Rentech and Advanced
                Fuels, shall not be terminated by this
                Amendment.

            


    

     

    
      	
              6.  

            	
              Licensee
                agrees to pay Rentech for the engineering expenses payable to Rentech
                with
                respect to the Licensed Plant, as required by the Technical Services
                Agreement dated January 12, 2006, as amended, between Rentech and
                Licensee.

            


    

     

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

     

    
      	
              RENTECH,
                INC.

               

               

                
                /s/ Richard
                Penning                             
                

              Name:  Richard
                Penning

              Title:    Executive
                Vice President,

                         
                Commercial
                Affairs

            	
              MEDICINE
                BOW FUEL AND POWER LLC

               

               

                   /s/
                Robert C.
                Kelly                                         

              Name:  Robert
                C. Kelly

              Title:     Executive
                Officer

            
	 	
              DKRW
                ADVANCED FUELS LLC

               

               

                   /s/
                Robert C.
                Kelly                                          
                

              Name:  Robert
                C. Kelly

              Title:     Executive
                Officer

            


    

    


    
 

     

     

     

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