rentech_8k-ex1002.htm


    Exhibit
10.2

    

      RENTECH,
INC.

       

      WARRANT

       

      To
Purchase [______] Shares of Common Stock

       

      Warrant
No. [_]

       

      Date of
Issuance:  January 14, 2009

       

      VOID AFTER JANUARY 14,
2014

       

      THIS
WARRANT (the “Warrant”)
CERTIFIES THAT, for value received, [___], or permitted registered assigns (the
“Holder”), is entitled,
upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time during the applicable Exercise Period
(defined below), to subscribe for and purchase at the Exercise Price (defined
below) from Rentech, Inc., a Colorado corporation (the “Company”), up to [____] shares
(the “Shares”) of the
common stock of the Company, par value $0.01 per share (the “Common Stock”).

       

      1.           DEFINITIONS.  As used herein, the following
terms shall have the following respective meanings:

       

      (A)           “Business Day” shall mean any
day other than a Saturday, Sunday, or a day on which banks in New York City are
authorized or required by law to close.

       

      (B)           “Credit Agreement” shall mean
that certain Amended and Restated Credit Agreement dated as of June 13, 2008
among Rentech Energy Midwest Corporation, the Company, the Lenders identified
therein and Credit Suisse, Cayman Islands Branch, as administrative agent and as
collateral agent for the Lenders, as amended, modified or supplemented from time
to time.

       

      (C)           “Early Prepayment” shall mean
the payment in full, prior to maturity, of all amounts due under the Credit
Agreement, including the entire principal amount of the Loans (as defined in the
Credit Agreement), together with all accrued and unpaid interest thereon plus
the applicable Payment Premium (as defined in the Credit Agreement), by Rentech
Energy Midwest Corporation.

       

      (D)           “Exercise Period” shall mean,
as applicable, the Initial Exercise Period or the Deferred Exercise Period, each
as defined in Section
2.1.

       

      (E)           “Exercise Price” shall mean
$0.92 per share, subject to adjustment pursuant to Section 5
below.

       

      (F)           “Registration Statement” shall
mean the Registration Statement on Form S-3 initially filed by the Company on
March 20, 2006 (File No. 333-132594), and any Registration Statement on Form S-3
filed by the Company pursuant to Rule 415(a)(6) under the Securities Act
covering unsold securities under such Registration Statement.

      
         

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      (G)           “Securities Act” shall mean the
Securities Act of 1933, as amended.

       

      (H)           “Trading Day” shall mean (i)
any day on which the Common Stock is listed or quoted and traded on any eligible
Trading Market, (ii) if the Common Stock is not then listed or quoted and
traded on any eligible Trading Market, then a day on which trading occurs on the
OTC Bulletin Board (or any successor thereto), or (iii) if trading does not
occur on the OTC Bulletin Board (or any successor thereto), any Business
Day.

       

      (I)           “Trading Market” shall mean the
NYSE Alternext US, New York Stock Exchange, NASDAQ Capital Market, NASDAQ Global
Market, NASDAQ Global Select Market or other market or exchange on which the
Common Stock is listed or traded.

       

      (J)           “Warrant Shares” shall mean,
collectively, the Initial Shares and the Deferred Shares, each as defined in
Section 2.1, in
each case as adjusted in accordance with the terms hereof.

       

      2.           EXERCISE
PERIOD.

       

      2.1         INITIAL WARRANT
SHARES.  Subject
to the terms and conditions hereof, this Warrant may be exercised for [75% OF
THE WARRANT SHARES] (as such number of Shares may be adjusted pursuant to Section 5, the “Initial Shares”), at any time
during the period (the “Initial
Exercise Period”) commencing on the Date of Issuance and ending on the
close of business on the fifth anniversary of the Date of Issuance.

       

      Upon
expiration of the Initial Exercise Period, the right to exercise this Warrant
for the Initial Shares shall terminate and shall be of no further force or
effect.

       

      2.2         DEFERRED WARRANT
SHARES.  In
addition to the Initial Shares and subject to the terms and conditions hereof,
this Warrant may be exercised for the remaining [25% OF THE WARRANT SHARES] (as
such number of Shares may be adjusted pursuant to Section 5, the “Deferred Shares”), at any time
during the period (the “Deferred Exercise Period”)
commencing on July 1, 2009 and ending on the maturity date of the Credit
Agreement, as the same may be extended pursuant to the terms thereof as in
effect on the Date of Issuance (without giving effect to any amendments,
modifications or supplements thereto after the date hereof); provided that if an
Early Prepayment occurs prior to July 1, 2009, then the Deferred Exercise Period
shall not commence and the Holder shall have no right hereunder to exercise the
Warrant for the Deferred Shares.

       

      Upon
expiration of the Deferred Exercise Period, the right to exercise this Warrant
for the Deferred Shares shall terminate and shall be of no further force or
effect.  Neither an Early Prepayment nor the expiration of the
Deferred Exercise Period shall affect in any manner the right to exercise this
Warrant for the Initial Shares pursuant to Section
2.1.

       

      Upon
expiration of both of the Exercise Periods, this Warrant shall terminate and
shall be of no further force or effect.

       

      3.           EXERCISE OF
WARRANT.

       

      3.1         EXERCISE.  Subject
to Section 3.3,
the rights represented by this Warrant may be exercised in whole or in part at
any time during the applicable Exercise Period, by delivery of the following to
the Company at its address set forth below (or at such other address as the
Company may designate by notice in writing to the Holder):

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (A)           An
executed and duly completed Notice of Exercise in the form attached
hereto;

       

      (B)           Subject
to Section 3.3,
payment of the Exercise Price in cash; and

       

      (C)           This
Warrant.

       

      Each
exercise of this Warrant shall be irrevocable.  Execution and delivery
of the Notice of Exercise shall have the same effect as cancellation of the
original Warrant and issuance of a new Warrant evidencing the right to purchase
the remaining number of Warrant Shares, if any, in accordance with the terms and
conditions of this Warrant.

       

      Certificates
for shares purchased hereunder shall be transmitted by the transfer agent of the
Company to the Holder by crediting the account of the Holder’s prime broker with
The Depository Trust Company through its Deposit Withdrawal Agent Commission
(“DWAC”) system if the
Company is a participant in such system, and otherwise by physical delivery to
the address specified by the Holder in the Notice of Exercise within three
Trading Days from the delivery to the Company of a duly completed Notice of
Exercise, surrender of this Warrant and payment of the aggregate Exercise Price
in accordance with this Warrant.

       

      3.2         EFFECT OF
EXERCISE.  This
Warrant shall be deemed to have been exercised on the date this Warrant is
surrendered and the Exercise Price and a duly completed Notice of Exercise are
received by the Company.  The Warrant Shares shall be deemed to have
been issued, and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such Warrant Shares for all
purposes, as of the date this Warrant has been exercised irrespective of the
date of delivery of such certificate or certificates, except that, if the date
of such surrender and payment is a date when the stock transfer books of the
Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.  In the event certificates for Warrant
Shares are to be issued in a name other than the name of the Holder, this
Warrant when surrendered for exercise shall be accompanied by the Assignment
Form attached hereto duly executed by the Holder, and the Company may require,
as a condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.

       

      3.3         REGISTRATION; LIMITATIONS ON
EXERCISABILITY; CASHLESS EXERCISE.

       

      The
Company hereby represents and warrants that the offering and sale of the Warrant
and Warrant Shares is being made pursuant to (1) an effective Registration
Statement on Form S-3 (Registration No. 333-132594) filed by the Company with
the Commission, which contains the base prospectuses dated March 30, 2006 (the
“Base Prospectus”), and
(2) a prospectus supplement to the Base Prospectus dated January 14, 2009,
containing certain supplemental information regarding the Warrant and Warrant
Shares that will be filed with the Commission and delivered to the Holder (or
made available to the Holder by the filing by the Company of an electronic
version thereof with the Commission) along with the Company’s signature to the
Warrant.

       

      At any
time during either Exercise Period when a Restrictive Legend Event (as defined
below) has occurred, the Holder may only exercise this Warrant (or portion
thereof being canceled) (a) if the “fair market value” (as calculated below) of
one Share is greater than the Exercise Price and (b) in accordance with the next
sentence.  If such exercise is permitted by the preceding sentence,
then the Holder may exercise this Warrant (or the portion thereof being
canceled) by delivery of this Warrant at the principal office of the Company,
together with the properly endorsed Notice of Exercise, in which event the
Company shall issue to the Holder a number of Warrant Shares computed using the
following formula (such exercise pursuant to this Section 3.3, a “Cashless
Exercise”):

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      X = Y (A-B)

      A

       

      
        	
                 
      

              	
                Where
      X =

              	
                the
      number of Shares to be issued to the
Holder

              


      

      
        	
                 
      

              	
                Y
      =

              	
                the
      number of Shares purchasable under this Warrant or, if only a portion of
      this Warrant is being exercised, the portion of this Warrant being
      canceled (at the date of such
calculation)

              


      

      
        	
                 
      

              	
                A
      =

              	
                the
      fair market value of one share of the Company’s Common Stock (at the date
      of such calculation)

              


      

      
        	
                 
      

              	
                B
      =

              	
                Exercise
      Price (as adjusted to the date of such
  calculation)

              


      

      


      For
purposes of the above calculation, the “fair market value” of one share of
Common Stock shall mean (i) the volume-weighted average sales price for the
Shares on the NYSE Alternext US or other Trading Market where such security is
listed or traded as reported by Bloomberg Financial Markets (or a comparable
reporting service of national reputation selected by the Company and reasonably
acceptable to the Holder if Bloomberg Financial Markets is not then reporting
sales prices of such security) (collectively, “Bloomberg”) for the ten (10)
consecutive Trading Days immediately preceding (but not including) the Exercise
Date, or (ii) if the foregoing does not apply, the volume-weighted average sales
price of the Shares during the same period in the over-the-counter market on the
pink sheets or bulletin board for such security as reported by Bloomberg, or if
no sales price is so reported for the Shares, the last bid price of the Shares
as reported by Bloomberg or (iii) if none of the foregoing applies, the fair
market value shall be as determined by the Board of Directors of the Company in
the exercise of its good faith judgment.

       

      The
Company shall provide to the Holder prompt written notice of any time that the
Company is unable to issue the Warrant Shares via DWAC transfer (or otherwise
without restrictive legend) or if, upon issuance for cash in accordance with
Section 3.1,
the Warrant Shares would be “restricted securities” under Rule 144(a) under the
Securities Act or any successor provision, in any such case because (a) the
Securities and Exchange Commission (the “Commission”) has issued a stop
order with respect to the Registration Statement, (b) the Commission otherwise
has suspended or withdrawn the effectiveness of the Registration Statement,
either temporarily or permanently, (c) the Company has suspended or withdrawn
the effectiveness of the Registration Statement, either temporarily or
permanently, or (d) otherwise (each, a “Restrictive Legend
Event”).

       

      To the
extent that a Restrictive Legend Event occurs after the Holder has exercised
this Warrant in accordance with Section 3.1 but prior
to the delivery of the Warrant Shares, the Company shall (i) if the fair market
value (as calculated above) of the Warrant Shares is greater than the Exercise
Price, deliver that number of Warrant Shares to the Holder as should be
delivered in a Cashless Exercise in accordance with this Section 3.3, and
return to the Holder all consideration paid to the Company in connection with
the Holder’s attempted exercise of this Warrant pursuant to Section 3.1, or (ii)
if the fair market value (as calculated above) of the Warrant Shares is less
than the Exercise Price, rescind the previously submitted Notice of Exercise and
shall return all consideration paid by Holder for such shares upon such
rescission.  The Company shall give prompt written notice to the
Holder of any cessation of a Restrictive Legend Event.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
anything herein to the contrary, the Company shall not be required to make any
cash payments to the Holder in lieu of issuance of the Warrant
Shares.

       

      For
purposes of Rule 144(d) promulgated under the Securities Act, as in effect on
the date hereof, it is intended that the Warrant Shares issued in a Cashless
Exercise shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date
this Warrant was originally issued.

       

      3.4         ISSUANCE OF NEW
WARRANTS.  Upon
any valid partial exercise of this Warrant, the Company, at its expense, shall
forthwith and, in any event within five Business Days, issue and deliver to the
Holder a new warrant or warrants of like tenor, registered in the name of the
Holder, exercisable, in the aggregate, for the balance of the number of Shares
remaining available for purchase under this Warrant.

       

      3.5         PAYMENT OF TAXES AND
EXPENSES.  The
Company shall pay any recording, filing, stamp or similar tax imposed by the
U.S. federal government or any state which may be payable in respect of any
transfer involved in the issuance of, and the preparation and delivery of
certificates (if applicable) representing, (i) any Warrant Shares purchased upon
exercise of this Warrant and/or (ii) new or replacement warrants in the Holder’s
name.  The Holder shall be responsible for any transfer tax incidental
to the issuance of Warrant Shares to a person other than the
Holder.  The Holder shall be responsible for income or similar taxes
due under U.S. federal, state or other law, if any such tax is due.

       

      4.           COVENANTS OF THE
COMPANY.  The
Company covenants and agrees that:

       

      4.1         COVENANTS AS TO EXERCISE
SHARES.  All
Warrant Shares issued upon the exercise of the rights represented by this
Warrant shall, upon issuance and receipt of payment of the applicable Exercise
Price in accordance with the terms hereof, be validly issued, fully paid and
nonassessable.  The Company shall at all times during each Exercise
Period, have authorized and reserved, free from preemptive rights, a sufficient
number of Shares to provide for the exercise of the rights represented by the
Warrant (taking into account the adjustments of Section
5).

       

      4.2         FURTHER
ASSURANCES.  The Company shall use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.

       

      4.3         NOTICES OF RECORD DATE AND
CERTAIN OTHER EVENTS.

       

      (a)           In
the event of any taking by the Company of a record of the holders of Common
Stock for the purpose of determining the holders thereof who are entitled to
receive any dividend or other distribution (other than regular quarterly cash
dividend or a dividend payable solely in Shares), the Company shall mail to the
Holder, at least ten (10) days prior to the date on which any such record is to
be taken for the purpose of such dividend or distribution, a notice specifying
such date; provided, however, that Company shall
not be required to provide such notice at any time the notice and the contents
thereof shall be deemed to constitute material non-public
information.  In the event of any voluntary dissolution, liquidation
or winding up of the Company, the Company shall mail to the Holder, at least ten
(10) days prior to the date of the occurrence of any such event, a notice
specifying such date.  In the event the Company authorizes or
approves, enters into any agreement contemplating, or solicits stockholder
approval for any Fundamental Transaction, the Company shall mail to the Holder,
at least ten (10) days prior to the date of the closing of such Fundamental
Transaction, a notice specifying such anticipated date of
closing.  The failure to deliver notice under this Section 4.3 or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.  The Company shall provide the Holder
with written notice of an Early Prepayment or an extension of the maturity date
of the Credit Agreement, in each case within five (5) days of such
event.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.           ADJUSTMENT OF EXERCISE PRICE
AND SHARES.

       

      5.1         STOCK DIVIDENDS AND
SPLITS.  In
the event of changes in the outstanding Common Stock of the Company by reason of
stock dividends, split-ups, recapitalizations, reclassifications, combinations
or exchanges of shares, separations, reorganizations, liquidations,
consolidation, acquisition of the Company (whether through merger or acquisition
of substantially all the assets or stock of the Company), or the like, the
number, class and type of shares available under this Warrant in the aggregate
and the Exercise Price shall be correspondingly adjusted to give the Holder of
this Warrant, upon exercise for the same aggregate Exercise Price, the total
number, class, and type of shares or other property as the Holder would have
owned had this Warrant been exercised prior to the event and had the Holder
continued to hold such shares until the event requiring
adjustment.  The form of this Warrant need not be changed because of
any adjustment in the number of Warrant Shares subject to this
Warrant.

       

      5.2         PRO RATA
DISTRIBUTIONS.  If
at any time or from time to time the holders of Common Stock of the Company (or
any shares of stock or other securities at the time receivable upon the exercise
of this Warrant) shall have received or become entitled to receive, without
payment therefor,

       

      (A)           Common
Stock or any shares of stock or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common Stock, (other than a
dividend or distribution covered in Section 5.1
above);

       

      (B)           any
cash paid or payable otherwise than as a cash dividend; or

       

      (C)           Common
Stock or additional stock or other securities or property (including cash) by
way of spinoff, split-up, reclassification, combination of shares or similar
corporate rearrangement (other than Shares pursuant to Section 5.1
above),

       

      then and
in each such case, the Holder hereof shall, upon the exercise of this Warrant,
be entitled to receive, in addition to the number of Shares receivable
thereupon, and without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash in the cases
referred to in clauses (B) and (C) above) which such Holder would hold on the
date of such exercise had such Holder been the holder of record of such Common
Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property.

       

      5.3            Upon the
occurrence of each adjustment pursuant to Sections 5.1 and
5.2, the
Company shall promptly give notice thereof to the Holder, which notice shall
state the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares (and other securities or property) after such adjustment, setting
forth a brief statement of the facts requiring such adjustment and setting forth
the computation by which such adjustment was made.

       

      6.           FRACTIONAL
SHARES.  No
fractional shares shall be issued upon the exercise of this Warrant as a
consequence of any adjustment pursuant hereto.  All Warrant Shares
(including fractions) issuable upon exercise of this Warrant may be aggregated
for purposes of determining whether the exercise would result in the issuance of
any fractional share.  If, after aggregation, the exercise would
result in the issuance of a fractional share, the Company shall, in lieu of
issuance of any fractional share, pay the Holder otherwise entitled to such
fraction a sum in cash equal to the product resulting from multiplying the
closing sales price of a Share on the Trading Day immediately preceding the
Exercise Date by such fraction.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      7.           FUNDAMENTAL
TRANSACTIONS.    If, at any time while this Warrant
is outstanding, (i) the Company effects any merger or consolidation of the
Company with or into another entity, in which the shareholders of the Company as
of immediately prior to the transaction own less than a majority of the
outstanding stock of the surviving entity, (ii) the Company effects any sale of
all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer (whether by the Company
or another person or entity) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities,
cash or property, or (iv) the Company effects any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property
(other than as a result of a subdivision or combination of Shares covered by
Section 4.1 above) (each, a “Fundamental Transaction”),
then the Holder shall have the right thereafter to receive, upon exercise of
this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental
Transaction if it had been, immediately prior to such Fundamental Transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant (the “Alternate
Consideration”).  To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall issue to the Holder a new warrant consistent with
the foregoing provisions and evidencing the Holder’s right to exercise such
warrant into Alternate Consideration. The terms of any agreement pursuant to
which a Fundamental Transaction is effected shall include terms requiring any
such successor or surviving entity to comply with the provisions of this Section
6 and ensuring that this Warrant (or any such replacement security) shall be
similarly adjusted upon any subsequent transaction analogous to a Fundamental
Transaction.

       

      8.           NO STOCKHOLDER
RIGHTS.  This
Warrant in and of itself shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company.

       

      9.           TRANSFER OF
WARRANT.

       

      9.1             Subject
to compliance with any applicable securities laws, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company, together with a written assignment of
this Warrant substantially in the form attached hereto duly executed by the
Holder or its agent or attorney and funds sufficient to pay any transfer taxes
payable upon the making of such transfer.  Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled.  A Warrant, if properly
assigned, may be exercised by a new holder for the purchase of Warrant Shares
without having a new Warrant issued.

       

      9.2            This
Warrant may be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney.  Subject to compliance with Section 8.1, as
to any transfer which may be involved in such division or combination, the
Company shall execute and deliver a new Warrant or Warrants in exchange for the
Warrant or Warrants to be divided or combined in accordance with such
notice.

       

      9.3            The
Company shall prepare, issue and deliver at its own expense the new Warrant or
Warrants under this Section
8.

       

      9.4            The
Company shall register this Warrant, upon records to be maintained by or on
behalf of the Company for that purpose (the “Warrant Register”), in the
name of the record Holder (which shall include the initial Holder or, as the
case may be, any registered assignee to which this Warrant is permissibly
assigned hereunder from time to time).  The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and for all
other purposes, absent actual notice to the contrary.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      10.         LOST, STOLEN, MUTILATED OR
DESTROYED WARRANT.  If
this Warrant is lost, stolen, mutilated or destroyed, the Company may, on such
terms as to indemnity (which may include the posting of a bond) or otherwise as
it may reasonably impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination and
tenor as this Warrant so lost, stolen, mutilated or destroyed.  Any
such new Warrant shall constitute an original contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

       

      11.         NOTICES,
ETC.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next Business Day, (c) five days after
having been sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt.  All communications shall be sent to the Company at the
address listed on the signature page hereto and to Holder at the applicable
address set forth in the records of the Company or at such other address as the
Company or Holder may designate by ten (10) days advance written notice to the
other party.

       

      12.         ACCEPTANCE.  Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein.

       

      13.         GOVERNING
LAW.  This
Warrant shall be governed by, and construed in accordance with, the laws of the
State of New York.  The Holder hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated thereby.  The Holder
irrevocably and unconditionally waives any objection to the laying of venue of
any suit or proceeding arising out of or relating to this Warrant in Federal and
state courts in the Borough of Manhattan in The City of New York and irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such suit or proceeding in any such court has been brought in an
inconvenient forum.

       

      14.         AMENDMENT OR
WAIVER.  Any
term of this Warrant may be amended or waived (either generally or in a
particular instance and either retroactively or prospectively) with the written
consent of the Company and the Holder.  No waivers of any term,
condition or provision of this Warrant, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such term,
condition or provision.

       

      15.         ENFORCEMENT.  The
Company expressly agrees that its failure by to comply with its obligations
under this Warrant may result in material irreparable injury to the Holder for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, any party may obtain such relief as may be required to specifically
enforce the Company’s obligations hereunder without the need to post any
bond.

       

       

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          8

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of January 14, 2009.

      
      

       

      
        	 	
                RENTECH,
      INC.

                 

              
	 	By:
	 	Name:
	 	Title:
	 	 
	 	Address:
	 	 
	 	
                10877
      Wilshire Boulevard, Suite 710

                Los
      Angeles, California 90024

              


      

       

      
        
           


        

        
          S-1 


          
            

          

        

        
           


        

      


      NOTICE
OF EXERCISE

       

      TO:           RENTECH,
INC.

       

      Subject
to Section 3.3 of the Warrant to which this Notice of Exercise is attached, the
undersigned hereby elects to
purchase          shares (the
“Shares”) of the common
stock, par value $0.01 (the “Common Stock”) of Rentech,
Inc. (the “Company”)
pursuant to the terms of the attached Warrant and tenders herewith payment of
the exercise price in cash, together with all applicable transfer taxes, if
any.

       

      (2)           Please
issue the certificate for Shares in the name of, and pay any cash for any
fractional Share to:

       

      
        	 
      
	
                Print
      or type name

              
	 
      
	 
      
	
                Social
      Security or other Identifying Number

              
	 
      
	 
      
	
                Street
      Address

              
	 
      
	 
      
	
                City
      State Zip Code

              


      

      


      (3)           
If such number of Shares shall not be all the Shares purchasable upon the
exercise of the Warrants evidenced by this Warrant, a new warrant certificate
for the balance of such Warrants remaining unexercised shall be registered in
the name of and delivered to:

       

      
        	
                Please
      insert Social Security or other identifying number:

              
	 
      	 
      
	 
      
	 
      
	
                (Please
      print name and address)

              
	 
      
	 
      
	
                Dated:

              	 
      	 
      
	
                (Date)

              	 
      
	 
      	 
      
	 
      	
                (Signature)

              


      

       

      
        	 
      	 
      
	 
      	
                (Print
      name)

              
	 
      	 
      
	
                SIGNATURE
      GUARANTY:

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ASSIGNMENT
FORM

       

      (To
assign the foregoing Warrant, execute this form and supply required
information.  Do not use this form to purchase shares.)

       

      FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

       

      
        	Name:	
                 

              	 
      	 
      
	 	
                (Please
      Print)

              	 
      	 
      
	 	 
      	 
      	 
      
	Address:	
                 

              	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	
                (Please
      Print)

              	 
      	 
      
	 	 
      	 
      	 
      
	Dated: 	
                       ,
      200[     ]

              	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	
                Holder’s

              	 
      	 
      	 
      
	 	
                Signature:

              	 
      	 
      	 
      
	 	 
      	 
      	 
      	 
      
	 	
                Holder’s
      

                Address:

              	 
      	 
      	 
      


      

      


       

      NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatever.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.

       

      SIGNATURE
GUARANTY:

       

      3