Exhibit 10.27





Exhibit 10.27




EXECUTION COPY




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

AND WAIVER




This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”),
dated as of December 14, 2009, among RENTECH ENERGY MIDWEST CORPORATION, a Delaware corporation
(“Borrower”), RENTECH, INC., a Colorado corporation (“Holdings”), the Lenders and the Agents (each
as defined below) is entered into in connection with the Credit Agreement referred to in the first
recital below.



RECITALS




WHEREAS, Borrower and Holdings are parties to that certain Amended and Restated Credit
Agreement, dated as of June 13, 2008 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”; unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement), among Borrower, Holdings, the banks, financial institutions and other entities party to
the Credit Agreement as lenders (the “Lenders”), Credit Suisse, Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in
such capacity, the “Collateral Agent”);



WHEREAS, Holdings anticipates restating its previously reported consolidated annual financial
statements for fiscal year 2008 and its previously reported financial statements for the quarterly
periods in fiscal year 2008 and fiscal year 2009 (i) to correct an error in the classification of
deposits on forward natural gas contracts on Holdings’ balance sheet as inventory instead of
deposits and (ii) to reverse the effects of impairments that Holdings recorded on these deposits
which were not calculated in a manner consistent with GAAP (the items described in clauses (i) and
(ii), the “Accounting Errors”);



WHEREAS, the prior treatment of the deposit impairments affected the timing, but not the total
amount, of expense recognized in conjunction with gas purchased under forward contracts;



WHEREAS, as of the date hereof, Borrower has requested from Administrative Agent (A)
amendments with respect to the definition of Payment Premium under Section 1.01 of the
Credit Agreement, the extension fee under Section 2.04(b) of the Credit Agreement, the
Payment Premium under Section 2.09(c) of the Credit Agreement, the minimum Consolidated
EBITDA requirement under Section 6.11 of the Credit Agreement and the Minimum Liquidity
Threshold under Section 6.16 of the Credit Agreement and (B) certain waivers with respect
to (i) the calculation of financial covenants and other accounting terms in accordance with GAAP
pursuant to Section 1.02 of the Credit Agreement, (ii) the representations and warranties
relating to the preparation of financial statements in accordance with GAAP pursuant to Section
3.05(a) of the Credit Agreement, (iii) covenants relating to the delivery of financial
statements in accordance with GAAP pursuant to Section 5.04(a), (b) and (c)
of the Credit Agreement, (iv) the covenant relating to the maintenance of books in conformity with
GAAP pursuant to Section 5.07 of the Credit Agreement, and (v) the covenant relating to
compliance certificates required pursuant to Section 5.04(d) of the Credit Agreement, in
each of clauses (B)(i) through (B)(v) above, solely to the extent relating to the Accounting
Errors; and



WHEREAS, the Lenders and Agents have agreed to amend and waive certain provisions under the
Credit Agreement to the extent set forth herein and subject to the terms and conditions set forth
in this Amendment.


 


 









 





NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:



Section 1. Amendment of Section 1.01 of the Credit Agreement. Pursuant to Section
6 of this Amendment, the definition of “Payment Premium” in Section 1.01 of the Credit
Agreement shall be amended by replacing the reference to “4.0%” therein with “5.0%.”



Section 2. Amendment of Section 2.04(b) of the Credit Agreement. Upon the
effectiveness of this Amendment, Section 2.04(b) of the Credit Agreement shall be amended
by deleting the reference to “an amount equal to 3.0% of the then outstanding principal amount of
the Loans as an extension fee” therein and replacing the same with “an amount equal to 7.0% of the
then outstanding principal amount of the Loans as an extension fee.”



Section 3. Amendment of Section 2.09(c) of the Credit Agreement. Upon the effectiveness of this Amendment, Section 2.09(c) of the Credit Agreement shall be amended by adding
the phrase “; provided that if this Agreement is prepaid in full (i) on or before February 15, 2010, the otherwise
applicable Payment Premium shall be reduced by 1.0%, or (ii) on or after February 16, 2010 but on or before March 15,
2010, the otherwise applicable Payment Premium shall be reduced by 0.50%” immediately following the phrase “the
applicable Payment Premium” in the second sentence of such Section.






Section 4. Amendment of Section 6.11 of the Credit Agreement. Pursuant to Section
6 of this Amendment, Section 6.11 of the Credit Agreement shall be amended and restated
as follows:




Section 6.11 Minimum EBITDA.




Borrower shall not permit Consolidated EBITDA for the twelve month period ending on the
last day of any fiscal quarter set forth below to be less than the minimum amount set forth
in the table below opposite such date:



	 	 	 
	Measurement Date	 	Minimum EBITDA
	June 30, 2008
	 	$33,000,000
	September 30, 2008
	 	$40,000,000
	December 31, 2008
	 	$41,000,000
	March 31, 2009
	 	$39,000,000
	June 30, 2009
	 	$42,500,000
	September 30, 2009
	 	$42,500,000
	December 31, 2009
	 	$46,000,000
	March 31, 2010
	 	$50,000,000
	June 30, 2010
	 	$27,500,000
	September 30, 2010
	 	$24,500,000
	December 31, 2010
	 	$60,000,000
	March 31, 2011
	 	$60,000,000






 


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In addition, Borrower shall not permit Consolidated EBITDA for the thirteen month period
ending on October 31, 2010 to be less than $60,000,000. Within 30 days after October 31,
2010, Borrower shall furnish to the Administrative Agent, which shall furnish to each
Lender, a certificate of a Financial Officer in the form of Exhibit D (i) certifying that no
Event of Default or Default has occurred or, if such an Event of Default or Default has
occurred, specifying the nature and extent thereof and any corrective action taken or
proposed to be taken with respect thereto and (ii) setting forth computations in reasonable
detail satisfactory to the Administrative Agent demonstrating compliance with this October
31, 2010 covenant. This certificate requirement is in addition to, and not in lieu of, all
other reporting requirements under the Credit Agreement.




Notwithstanding the foregoing, for purposes of this Section 6.11, beginning with the
measurement period during which the Maturity Date has been extended pursuant to the
definition of “Maturity Date” in Section 1.01, the amount of Consolidated EBITDA for
the period in which the Incremental Extension Fee is paid shall be increased by the amount
of the Incremental Extension Fee Amount. “Incremental Extension Fee Amount” means 4.0% of
the then outstanding principal amount of the Loans upon the effectiveness of the extension
of the Maturity Date.



Section 5. Amendment of Section 6.16 of the Credit Agreement. Pursuant to Section
6 of this Amendment, Section 6.16 of the Credit Agreement shall be amended to add the
following proviso at the end thereof: “provided, however, in the event that the Maturity Date is
extended beyond the second anniversary of the Initial Closing Date, the Minimum Liquidity Threshold
for the Borrower shall be $5,500,000 for the month of August 2010.



Section 6. Effectiveness of Amendment of Sections 1.01, 6.11 and 6.16 of the Credit
Agreement. On the terms and subject to the conditions set forth herein (including, without
limitation, the satisfaction of the conditions in Section 7 of this Amendment and payment
of the fee under Section 7(d) of this Amendment), and so long as Borrower has elected to
extend the Maturity Date in accordance with, and has otherwise complied with the requirements
applicable to such extension under, the Credit Agreement, and the representations and warranties
contained in the Credit Agreement (after giving effect to the waivers in this Amendment) are true
and correct in all material respects as of the date of the extension as if made on the date thereof
(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), the amendment and restatement of Section 6.11 of the Credit
Agreement and the amendments of Section 1.01, and Section 6.16 of the Credit
Agreement shall be effective on May 29, 2010.



Section 7. Conditions Precedent. This Amendment shall become effective upon
satisfaction of each of the following conditions precedent:



(a) The Administrative Agent shall have received originals of this Amendment duly executed by
each of the Agents, the Loan Parties, and the Lenders.



(b) The representations and warranties contained herein shall be true and correct in all
respects, as of the date hereof as if made on the date hereof.



(c) No Default or Event of Default (other than the Specified Defaults) shall have occurred and
be continuing as of the date hereof.



(d) Borrower shall have paid an aggregate amount equal to 1.0% of the then outstanding
principal amount of the Loans on the execution and delivery of this Amendment, in


 


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immediately available funds to the Administrative Agent, for the benefit of, and distribution
to, the Lenders.



(e) Borrower shall have paid all outstanding fees and expenses on the effective date of this
Amendment and other amounts incurred in connection with the preparation, execution and delivery of
this Amendment, on or prior to the date of this Amendment, including all reasonable fees and
expenses of Proskauer Rose LLP, and, to the extent invoiced with reasonable detail, reimbursement
or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by Borrower.


 


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Section 8. Representations and Warranties. Each of Holdings and Borrower hereby
represents and warrants to the Agents and the Lenders that, as of the date hereof, (a) all
representations and warranties set forth in the Credit Agreement (after giving effect to the
waivers in Section 13 of this Amendment) 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 (other than the Specified Defaults) has occurred
and is continuing, and (c) the Credit Agreement (as amended by this Amendment), 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).



Section 9. Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document shall survive the execution and
delivery of this Amendment, 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.



Section 10. Reference to Agreement. Each of the Loan Documents, including the Credit
Agreement, and any and all other agreements, documents or instruments now or hereafter executed
and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended
hereby. This Amendment shall constitute a Loan Document under the Credit Agreement.



Section 11. Governing Law. THIS AMENDMENT 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.



Section 12. Execution. This Amendment 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 Amendment by telecopier
or electronic transmission shall be effective as delivery of a manually executed counterpart of
this Amendment.



Section 13. Waivers. The Required Lenders hereby permanently waive, solely with
respect to the 2008 fiscal year and the 2009 fiscal year, any Defaults and any Events of Default
(the “Specified Defaults”) existing or arising (i) solely as a result of the Accounting Errors and
(ii) in connection with Holdings’ and Borrower’s



(a) calculation of financial covenants and other accounting terms in accordance with GAAP as
required under Section 1.02 of the Credit Agreement;



(b) representations and warranties that the financial statements referenced in Section
3.05(a) of the Credit Agreement were prepared in accordance with GAAP in any report,
certificate, financial statement, amendment or other instrument furnished in connection with or
pursuant to any Loan Document;



(c) delivery of financial statements in accordance with GAAP as required under Sections
5.04(a), (b) and (c) of the Credit Agreement for all fiscal years, fiscal
quarters and fiscal months


 


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from the Closing Date through October 31, 2009, and delivery of the related compliance
certificates required pursuant to Section 5.04(d) of the Credit Agreement; and



(d) maintenance of books of record and account in conformity with GAAP as required under
Section 5.07 of the Credit Agreement.



Section 14. Limited Effect. This Amendment relates only to the specific matters
expressly covered herein, shall not be considered to be a waiver 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 execute similar or other amendments or grant any waivers under the same or similar or
other circumstances in the future.



Section 15. Ratification by Subsidiary Guarantors. Each Subsidiary Guarantor
acknowledges that its consent to this Amendment is not required, but each Subsidiary Guarantor
nevertheless hereby agrees and consents to this Amendment and to the documents and agreements
referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i) notwithstanding the
effectiveness of this Amendment, such Subsidiary Guarantor’s Guarantee shall remain in full force
and effect without modification thereto and (ii) nothing herein shall in any way limit any of the
terms or provisions of any Subsidiary Guarantor’s Guarantee or any other Loan Document executed by
any Subsidiary Guarantor (as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time), all of which are hereby ratified, confirmed and affirmed in
all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no other agreement,
instrument, consent or document shall be required to give effect to this Section 15. Each
Subsidiary Guarantor hereby further acknowledges that Borrower, Holdings, the Agents and any Lender
may from time to time enter into any further amendments, modifications, terminations and/or waivers
of any provisions of the Loan Documents without notice to or consent from any Subsidiary Guarantor
and without affecting the validity or enforceability of any Subsidiary Guarantor’s Guarantee or
giving rise to any reduction, limitation, impairment, discharge or termination of any Subsidiary
Guarantor’s Guarantee.



Section 16. Agreement of Administrative Agent to Extend the Maturity Date. In the
event Borrower elects to extend the Maturity Date pursuant to Section 6 hereof, the
Administrative Agent agrees to consent to such extension.



Section 17. Payment of Legal Fees. Borrower shall pay all reasonable fees and
expenses of Proskauer Rose LLP in connection with the preparation, execution and delivery of this
Amendment.



[signature pages follow]



 


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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Amended and
Restated Credit Agreement and Waiver to be executed by their respective officers thereunto duly
authorized, as of the date first above written.



	 	 	 	 	 
	 	RENTECH ENERGY MIDWEST CORPORATION,

as Borrower

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	VP and Treasurer 	 
	 
	 	RENTECH, INC.,

as Holdings

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	EVP & CFO 	 
	 



[Signature Pages to Third Amendment to Amended and Restated Credit Agreement]




 


 









 





	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/ Nupur Kumar
 	 
	 	 	Name:  	Nupur Kumar 	 
	 	 	Title:  	Vice President 	 
	 
	 	By:  	                      /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 
	 	CREDIT SUISSE LOAN FUNDING LLC,

as Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	                     /s/ Michael Wotanowski
 	 
	 	 	Name:  	Michael Wotanowski 	 
	 	 	Title:  	Director 	 
	 
	 	BLT II LLC,

as Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

as Lender

 	 
	 	By:  	/s/ Robert Healey
 	 
	 	 	Name:  	Robert Healey 	 
	 	 	Title:  	Director 	 
	 
	 	By:  	                     /s/ Michael Wotanowski
 	 
	 	 	Name:  	Michael Wotanowski 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Pages to Third Amendment to Amended and Restated Credit Agreement]




 


 









 







	 	 	 	 	 
	 	SOLUS CORE OPPORTUNITY MASTER FUND LTD.,

as Lender

 	 
	 	By:  	/s/ Chris Bondy
 	 
	 	 	Name:  	Chris Bondy 	 
	 	 	Title:  	Attorney-in-Fact 	 
	 



[Signature Pages to Third Amendment to Amended and Restated Credit Agreement]



 


 









 







AGREEMENT AND CONSENT OF SUBSIDIARY GUARANTORS





In accordance with Section 15 herein the amendments set forth herein are agreed and
consented to by each of the below named Subsidiary Guarantors and each such Subsidiary Guarantor
affirms the obligations of such Subsidiary Guarantor under the Guarantee and Collateral Agreement.



	 	 	 	 	 
	 	RENTECH DEVELOPMENT CORPORATION,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	EVP and Treasurer 	 
	 
	 	RENTECH SERVICES CORPORATION,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	EVP and Treasurer 	 
	 
	 	RENTECH ENERGY TECHNOLOGY CENTER, LLC,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	EVP and Treasurer 	 
	 
	 	RENTECH SILVAGAS LLC,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	EVP and Treasurer 	 
	 
	 	SILVAGAS CORPORATION,

as Subsidiary Guarantor

 	 
	 	By:  	/s/ Dan J. Cohrs
 	 
	 	 	Name:  	Dan J. Cohrs 	 
	 	 	Title:  	EVP and Treasurer 	 
	 



[Signature Pages to Third Amendment to Amended and Restated Credit Agreement]