Exhibit 10.26





Exhibit 10.26




EXECUTION VERSION




CREDIT SUISSE

Eleven Madison Avenue

New York, NY 10010




			
	 	 	 
	RENTECH ENERGY MIDWEST CORPORATION 

10877 Wilshire Boulevard, Suite 710

Los Angeles, CA 90024
	 	As of August 11, 2009
	 	 	 






RENTECH ENERGY MIDWEST CORPORATION

Waiver and Amendment Letter




Ladies and Gentlemen:



Reference is made to the Amended and Restated Credit Agreement dated as of June 13, 2008, as
amended by the First Amendment to Amended and Restated Credit Agreement and Waiver dated as of
January 14, 2009 (as in effect on the date hereof, the “Credit Agreement”), among RENTECH ENERGY
MIDWEST CORPORATION (the “Borrower”), and Rentech, Inc. (“Holdings”), the lenders from time to time
party thereto and Credit Suisse, Cayman Islands Branch (“Credit Suisse” or the “Agents”), as
Administrative Agent and Collateral Agent. Each capitalized term used but not defined in this
waiver and amendment letter (this “Waiver Letter”) shall have the meaning assigned to it in the
Credit Agreement.



As of the date hereof, each of the Lenders hereby waives Section 6.09(b)(i)(B) of the Credit
Agreement solely in order to allow Holdings to effect any exchange under Section 3(a)(9) of the
Securities Act of 1933 of its outstanding 4.00% Senior Convertible Notes due 2013 (the “Notes”) for
shares (the “Exchange Shares”) of its common stock, par value $0.01 per share (the “Common
Stock”)(all such exchange transactions being referred to collectively as the “Exchange”) pursuant
to the following terms and conditions:




	(i)	 	the discount of the Exchange Shares issued in such exchange transaction to the Trading Price
(as hereinafter defined) of the Common Stock shall be less than the discount of the Notes
being exchanged to the face amount of such Notes. “Trading Price” shall mean the
volume-weighted average sales price for the Common Stock on the NYSE AMEX LLC, 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 as reported by Bloomberg
Financial Markets (or a comparable reporting service of national reputation selected by the
Borrower and reasonably acceptable to the Administrative Agent if Bloomberg Financial Markets
is not then reporting sales prices of such security) for the ten (10) consecutive trading days
immediately preceding (but not including) the date of such exchange transaction; and







	(ii)	 	the consummation of each exchange transaction shall comply in all material respects with all
applicable requirements of law, including without limitation the Securities Act of 1933 and
the Securities Exchange Act of 1934, and the rules and regulations thereunder; and







	(iii)	 	the aggregate amount up to 50,000,000 shares of Common Stock for the Exchange shall not be
exceeded; and







	(iv)	 	theAdministrative Agent shall receive final executed copies of the exchange offer documents and
other transaction documents pertaining to each exchange transaction (the “Exchange Documents”)
accompanied by a certificate, in a form satisfactory to the Administrative Agent,





 


 









 






dated the date of the Exchange Documents and signed by a Financial Officer of Holdings,
certifying compliance by such Exchange Documents with the terms and conditions set forth in
paragraphs (i) through (iii) above.



As of the date hereof, Schedule 3.17 to the Credit Agreement is hereby amended by
adding the environmental matters set forth in the attached Schedule 3.17.



Each of Holdings and the Borrower hereby represents and warrants to the Lenders and the Agents
that after giving effect to this Waiver Letter, (a) all representations and warranties set forth in
the Credit Agreement and in any other Loan Document are true and correct in all material respects
as if made again on and as of such date (except those, if any, which by their terms specifically
relate only to an earlier date, in which case such representations and warranties shall have been
true and correct in all material respects as of such earlier date), (b) no Default or Event of
Default has occurred and is continuing, and (c) the Credit Agreement and all other Loan Documents
are and remain legal, valid, binding and enforceable obligations of the Loan Parties in accordance
with the terms thereof except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable
principles (regardless of whether enforcement is sought in equity or at law).



All representations and warranties made in this Waiver Letter or any other Loan Document shall
survive the execution and delivery of this Waiver Letter, and no investigation by any Agent or any
Lender shall affect the representations and warranties or the right of the Agents and the Lenders
to rely upon them.



THIS WAIVER LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE
OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION.



This Waiver Letter may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Waiver Letter by telecopier or electronic
transmission shall be effective as delivery of a manually executed counterpart of this Waiver
Letter.



This Waiver Letter relates only to the specific matters expressly covered herein, shall not be
considered to be a waiver (except as expressly covered herein) of any rights or remedies any Agent
or Lender may have under the Credit Agreement or under any other Loan Document, and shall not be
considered to create a course of dealing or to otherwise obligate in any respect any Agent or
Lender to grant any similar or other waivers or execute any amendments under the same or similar or
other circumstances in the future.



This Waiver Letter shall constitute a Loan Document under the Credit Agreement and is subject
to the indemnification and expense reimbursement provisions set forth in Section 9.05 of the Credit
Agreement, including all reasonable fees and expenses incurred in relation to this Waiver Letter by
Administrative Agent and Proskauer Rose LLP, and, to the extent invoiced, reimbursement or payment
of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower.
Notwithstanding any other provisions of the Credit Agreement or this Waiver Letter, no indemnified
person shall be liable for any indirect, special, punitive or consequential damages in connection
with its activities related to this Waiver Letter.



[Remainder of this page intentionally left blank]



 


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	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Administrative Agent and Collateral Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Vanessa Gomez
	 

	 	 	 	Name: Vanessa Gomez
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John D. Toronto
	 

	 	 	 	Name: John D. Toronto
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	CREDIT SUISSE LOAN FUNDING LLC,

as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert Franz
	 

	 	 	 	Name: Robert Franz
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Hoffman
	 

	 	 	 	Name: Kenneth Hoffman
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	BLT II LLC,

as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gil Golan
	 

	 	 	 	Name: Gil Golan
	 

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	SOLUS CORE OPPORTUNITY MASTER FUND LTD.,

as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Chris Bondy
	 

	 	 	 	Name: Chris Bondy
	 

	 	 	 	Title: Attorney in Fact






[Signature Pages to Waiver Letter]



 


 









 





	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Lender
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert Healey
	 

	 	 	 	Name: Robert Healey
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael Wotanowski
	 

	 	 	 	Name: Michael Wotanowski
	 

	 	 	 	Title: Director






[Signature Pages to Waiver Letter]



 


 









 





Acknowledged, agreed and accepted:



	 	 	 	 	 
	RENTECH ENERGY MIDWEST CORPORATION,

as Borrower	 	 
	 

	 	 	 	 
	By:

	 	/s/ Dan J. Cohrs	 	 
	 

	 	Name: Dan J. Cohrs	 	 
	 

	 	Title: Vice President & Treasurer	 	 
	 

	 	 	 	 
	RENTECH, INC.,

as Holdings	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dan J. Cohrs	 	 
	 

	 	Name: Dan J. Cohrs	 	 
	 

	 	Title: Executive Vice President & CFO	 	 






[Signature Pages to Waiver Letter]