Exhibit 10.2





Exhibit 10.2




EXECUTION VERSION




SECOND INCREMENTAL LOAN ASSUMPTION AGREEMENT




November 24, 2010




Rentech Energy Midwest Corporation

10877 Wilshire Boulevard

Suite 7100

Los Angeles, California 90024




Rentech, Inc.

10877 Wilshire Boulevard

Suite 7100

Los Angeles, California 90024




	 	 	 	 	 
	 

	 	Re:
	 	Incremental Loan Commitments






Ladies and Gentlemen:



Reference is hereby made to the Credit Agreement, dated as of January 29, 2010 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Rentech Energy Midwest Corporation (the “Borrower”), Rentech, Inc.
(“Holdings”), the banks, financial institutions and other entities party to the Credit
Agreement as lenders (the “Lenders”), Credit Suisse AG, Cayman Islands Branch, as
administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent
(in such capacity, the “Collateral Agent”). Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.



Each Lender (each, an “Incremental Lender”) party to this Second Incremental Loan
Assumption Agreement (including Annex I hereto, this “Second Incremental Loan Assumption
Agreement”) hereby severally agrees to provide the Incremental Loan Commitment set forth
opposite its name on Annex I hereto (for each such Incremental Lender, its “Incremental Loan
Commitment”). Each Incremental Loan Commitment provided pursuant to this Second Incremental
Loan Assumption Agreement shall be subject to the terms and conditions set forth in the Credit
Agreement, including Section 2.21 thereof.



This Second Incremental Loan Assumption Agreement constitutes the Borrower’s written request
to the Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the
Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith,
the Borrower hereby notifies the Administrative Agent that: (i) the amount of the Incremental Loan
Commitments being requested is $52,000,000, (ii) the date on which such Incremental Loan
Commitments are requested to be effective is November 26, 2010, and (iii) such Incremental Loan
Commitments are commitments to make Other Loans.



Each Incremental Lender acknowledges and agrees that the Incremental Loan Commitments provided
pursuant to this Second Incremental Loan Assumption Agreement, in the aggregate amount set forth on
Annex I hereto, shall constitute Commitments under the Credit Agreement for Other Loans increasing
the amount of the Commitments in effect
immediately prior to the effectiveness of this Second Incremental Loan Assumption Agreement.



 


 









 







Each of the parties to this Second Incremental Loan Assumption Agreement hereby agrees to the
terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect
of each Incremental Loan Commitment and the Other Loans provided pursuant to this Second
Incremental Loan Assumption Agreement.



Each Incremental Lender party to this Second Incremental Loan Assumption Agreement (i)
confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together
with copies of the financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into
this Second Incremental Loan Assumption Agreement and to become an Incremental Lender under the
Credit Agreement, (ii) agrees that it will, independently and without reliance upon the
Administrative Agent, the Collateral Agent, any Lender or any other Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement and the other Loan Documents,
(iii) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take
such action as agent on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the
case may be, by the terms thereof, together with such powers as are reasonably incidental thereto,
(iv) agrees that it will perform, in accordance with their terms, all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the
case of each Incremental Lender (if any) that is a Foreign Lender, attaches the documentation
required under Section 2.15(e) of the Credit Agreement.



This Second Incremental Loan Assumption Agreement, and the Incremental Loan Commitments
provided hereunder, shall become effective on the date (the “Incremental Loan Closing
Date”) upon which all of the conditions set forth in Section 3 of Annex I hereto are
satisfied. Upon the Incremental Loan Closing Date, each Incremental Lender party hereto shall
automatically become a Lender pursuant to the Credit Agreement and, except as otherwise expressly
provided in Section 2 of Annex I hereto, shall have the rights and obligations of a Lender
thereunder and under the other Loan Documents. The Administrative Agent shall promptly notify each
Lender of the occurrence of the Incremental Loan Closing Date.



The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations
with respect to the Incremental Loan Commitments provided pursuant to this Second Incremental Loan
Assumption Agreement, including any Other Loans made pursuant to the Incremental Loan Commitments
and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the
benefits of, the Security Documents.



Each Guarantor hereby acknowledges and agrees that (i) its consent to this Second Incremental
Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and
consents to this Second Incremental Loan Assumption Agreement and to the documents and agreements
referred to herein, (ii) notwithstanding the effectiveness of this Second Incremental Loan
Assumption Agreement, such Guarantor’s Guarantee shall remain in full force and effect without
modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of
any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be
amended, amended and restated,


 


2









 






supplemented or otherwise modified from time to time), all of which are hereby ratified,
confirmed and affirmed in all respects, (iv) all Obligations with respect to the Incremental Loan
Commitments provided pursuant to this Second Incremental Loan Assumption Agreement and any Other
Loans made pursuant to the Incremental Loan Commitments shall be (x) fully guaranteed pursuant to
the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y)
secured by the Collateral under, and be entitled to the benefits of, the Security Documents, (v) no
other agreement, instrument, consent or document shall be required to give effect to this
paragraph, and (vi) the 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 Guarantor (other than, to the extent expressly
required under Section 9.08 of the Credit Agreement, Holdings) and without affecting the validity
or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction,
limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral.



This Second Incremental Loan Assumption Agreement 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 Second
Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be
effective as delivery of a manually executed counterpart of this Second Incremental Loan Assumption
Agreement.



After the execution and delivery to the Administrative Agent of a fully executed copy of this
Second Incremental Loan Assumption Agreement by the parties hereto, this Second Incremental Loan
Assumption Agreement may be changed, modified or varied only by written instrument in accordance
with the requirements for the modification of any Loan Document pursuant to Section 9.08(b) of the
Credit Agreement.



THIS SECOND INCREMENTAL LOAN ASSUMPTION AGREEMENT 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.



Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or
obligations under this Second Incremental Loan Assumption Agreement without the prior written
consent of each of the other parties hereto (and any attempted assignment or delegation without
such consent shall be null and void). This Second Incremental Loan Assumption Agreement is
intended to be solely for the benefit of the parties hereto, and is not intended to confer any
benefits upon, or create any rights in favor of, any Person other than the parties hereto.



The Borrower may accept this Second Incremental Loan Assumption Agreement by executing and
delivering and returning a copy of this Second Incremental Loan Assumption Agreement to the
Administrative Agent before 8:00 p.m. (New York City time) on November 24, 2010. If the Borrower
does not so accept this Second Incremental Loan Assumption Agreement by such time, the Incremental
Loan Commitments set forth in this Second Incremental Loan Assumption Agreement shall be deemed
automatically cancelled.



[Signature pages follow]



 


3









 







	 	 	 	 	 	 	 
	 	 	Very truly yours,
 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mikhail Faybusovich
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mikhail Faybusovich
	 

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Vipul Dhadda
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Vipul Dhadda
	 

	 	 	 	Title:
	 	Associate






[Signature Page to Second Incremental Loan Assumption Agreement]




 


 









 







	 	 	 	 	 	 	 
	 	 	SPECIAL SITUATIONS INVESTING GROUP, INC., as Incremental Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert G. Frahm III
	 	 	 	 	 
	 

	 	 	 	Name:	 	Robert G. Frahm III
	 
	 	 	 	Title:	 	Authorized Signatory






[Signature Page to Second Incremental Loan Assumption Agreement]



 


 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	HPS SENIOR LOAN FUND II L.P., as Incremental Lender
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Kevin Griffin
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Kevin Griffin
	 

	 	 	 	 	 	Title:
	 	Managing Director
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Kevin Griffin
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Kevin Griffin
	 

	 	 	 	 	 	Title:
	 	Managing Director






[Signature Page to Second Incremental Loan Assumption Agreement]




 


 









 







AGREED AND ACCEPTED

AS OF THE DATE FIRST ABOVE WRITTEN



RENTECH ENERGY MIDWEST CORPORATION,

as Borrower



	 	 	 	 	 	 	 
	By:	 	/s/ Dan J. Cohrs
	 	 	 	 	 
	 

	 	Name:
	 	Dan J. Cohrs
	 	 
	 

	 	Title:
	 	Vice President & Treasurer
	 	 






Each Guarantor acknowledges and agrees to the foregoing provisions of the Second Incremental
Loan Assumption Agreement, specifically including the acknowledgments and agreements made by it
pursuant to the ninth paragraph of the Second Incremental Loan Assumption Agreement.



RENTECH, INC., as Holdings and as Guarantor

RENTECH SILVAGAS LLC, as Guarantor

RENTECH DEVELOPMENT CORPORATION, as Guarantor

RENTECH SERVICES CORPORATION, as Guarantor

SILVAGAS CORPORATION, as Guarantor

RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor




	 	 	 	 	 	 	 
	By:	 	/s/ Dan J. Cohrs
	 	 	 	 	 
	 

	 	Name:
	 	Dan J. Cohrs
	 	 
	 

	 	Title:
	 	CFO & Executive Vice President
	 	 






[Signature Page to Second Incremental Loan Assumption Agreement]



 


 









 







ANNEX I




TERMS AND CONDITIONS FOR

SECOND INCREMENTAL LOAN ASSUMPTION AGREEMENT




SECTION 1. Incremental Loan Commitments




	 	 	 
	Name of Incremental Lender	 	Amount of Incremental Loan Commitment
	HPS Senior Loan Fund II L.P.
	 	$3,420,000.00
	Highbridge Senior Loan Holdings L.P.
	 	$22,580,000.00
	Special Situations Investing Group, Inc.
	 	$26,000,000.00
	 
	 	 
	Total
	 	$52,000,000.00






SECTION 2. Terms of the Other Loans





The Incremental Loan Maturity Date of the Other Loans shall be July 29, 2014.



The terms of the Other Loans made pursuant to the Incremental Loan Commitments provided for in
the Second Incremental Loan Assumption Agreement shall be identical to the terms of the Loans,
except that (i) the Other Loans shall be issued with an original issue discount such that the Other
Loans made by any Incremental Lender result in aggregate proceeds to the Borrower in an amount
equal to 98.0% of such Incremental Lender’s Incremental Loan Commitment, (ii) the Net Cash Proceeds
of such Other Loans shall be used to make a loan to Holdings in accordance with the requirements
specified in the definition of “Holdings Loan” and/or to pay cash dividends in accordance with
Section 6.06(a)(vii) of the Credit Agreement, and (iii) pursuant to Section 2.08(a)(ii) of the
Credit Agreement, the Borrower shall pay to the Administrative Agent for the account of the
Incremental Lenders holding Other Loans, on each Incremental Loan Repayment Date specified below, a
principal amount of the Other Loans (as adjusted from time to time pursuant to Sections 2.08(b),
2.09 and 2.10(f) of the Credit Agreement) equal to the amount set forth below for such date,
together in each case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment:



	 	 	 	 	 
	Incremental Loan	 	Percentage of Amount of the	 
	Repayment Date	 	Incremental Loan Commitments	 
	 
	 	 	 	 
	December 31, 2010
	 	 	1.875	%
	March 31, 2011
	 	 	1.875	%
	June 30, 2011
	 	 	1.875	%
	September 30, 2011
	 	 	1.875	%
	December 31, 2011
	 	 	1.875	%
	March 31, 2012
	 	 	3.75	%
	June 30, 2012
	 	 	3.75	%
	September 30, 2012
	 	 	3.75	%
	December 31, 2012
	 	 	3.75	%
	March 31, 2013
	 	 	3.75	%
	June 30, 2013
	 	 	3.75	%
	September 30, 2013
	 	 	3.75	%
	December 31, 2013
	 	 	3.75	%
	March 31, 2014
	 	 	3.75	%
	June 30, 2014
	 	 	3.75	%
	Incremental Loan Maturity Date
	 	 	53.125	%







 


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SECTION 3. Conditions to Effectiveness




The effectiveness of the Second Incremental Loan Assumption Agreement and the Incremental Loan
Commitments provided thereunder are subject to satisfaction of the following conditions:



(a) The Administrative Agent shall have received a copy of the Second Incremental Loan
Assumption Agreement, duly executed and delivered by each of the parties thereto.



(b) The date specified in the Incremental Loan Commitment Request contained in the Second
Incremental Loan Assumption Agreement on which the Incremental Loan Commitments are requested to
become effective shall have occurred.



(c) The representations and warranties set forth in Article III of the Credit Agreement and in
each other Loan Document shall be true and correct in all material respects on and as of the
Incremental Loan Closing Date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date).



(d) At the time of and immediately after the making of the Other Loans, no Default or Event of
Default shall have occurred and be continuing.



(e) The Administrative Agent shall have received, on behalf of itself and the Lenders, a
favorable written opinion of (i) Latham & Watkins, LLP, counsel for Holdings and the Borrower, in
form and substance satisfactory to the Administrative Agent, and (ii) Holland & Hart LLP, local
counsel for Holdings and the Borrower, in form and substance satisfactory to the Administrative
Agent, in each case, (A) dated the Incremental Loan Closing Date, (B) addressed to the
Administrative Agent and the Lenders, and (C) covering such matters relating to the Loan Documents
and the Incremental Loan Commitments as the Administrative Agent shall reasonably request, and
Holdings and the Borrower hereby request such counsel to deliver such opinions.



(f) The Administrative Agent shall have received (i) a certificate of the Secretary or
Assistant Secretary of each Loan Party dated the Incremental Loan Closing Date certifying (A) that,
except as attached thereto, there have been no changes to the organizational documents of any Loan
Party since the Closing Date, (B) that attached thereto is a true and complete copy of resolutions
duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and
performance of the Loan Documents to which such Person is a party and, in the case of the Borrower,
the borrowings pursuant to the Incremental Loan Commitments, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency
and specimen signature of each officer executing any Loan Document or any other document delivered
in connection with the Second Incremental Loan Assumption Agreement on behalf of such Loan Party;
and (ii) a certificate of another officer as to the incumbency and specimen signature of the
Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above.



 


Annex I-2









 







(g) (i) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Incremental Loan Closing Date, including reimbursement or payment of all
out of pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement
or under any other Loan Document, including the invoiced fees, charges and disbursements of
Proskauer Rose LLP in connection with the preparation, negotiation, execution, delivery and
implementation of (x) the Second Incremental Loan Assumption Agreement, the Credit Agreement
Amendment (as defined below), and all documents and instruments entered into or delivered in
connection therewith or pursuant thereto, (y) the Memorandum of Agreement (as defined below), and
(z) to the extent required under Section 3(j) below, any additional or replacement title insurance
or any endorsements, coinsurance and reinsurance (the agreements, documents and instruments
referred to in clauses (x), (y) and (z) above, collectively, the “Incremental Loan Commitment
Documents”), (ii) Schulte Roth & Zabel LLP, counsel to the Incremental Lenders, shall have
received all invoiced fees, charges and disbursements incurred by such counsel in connection with
the review and negotiation of the Incremental Loan Commitment Documents in an amount not to exceed
$20,000 in the aggregate, and (iii) the Incremental Lenders party to the Second Incremental Loan
Assumption Agreement shall have received all invoiced fees, charges and disbursements incurred by
such Incremental Lenders (A) owing to Engineering Consultant Jack Rubin in an amount not to exceed
$9,000 in the aggregate, and (B) in respect of other out-of-pocket expenditures in an amount not to
exceed $7,500 in the aggregate.



(h) All requisite Governmental Authorities and third parties shall have approved or consented
to the transactions contemplated by either the Second Incremental Loan Assumption Agreement or the
Credit Agreement Amendment to the extent required and there is no litigation, governmental,
administrative or judicial action, actual or threatened in writing, that could reasonably be
expected to restrain, prevent or impose burdensome conditions on the transactions contemplated by
either the Second Incremental Loan Assumption Agreement or the Credit Agreement Amendment.



(i) The Administrative Agent shall have received a memorandum of agreement in form and
substance reasonably satisfactory to the Administrative Agent pursuant to which record notice will
be provided of the Second Incremental Loan Assumption Agreement, the Credit Agreement Amendment and
the transactions contemplated thereby, duly executed and delivered by the Borrower and the
Collateral Agent (the “Memorandum of Agreement”).



(j) (i) Chicago Title Insurance Company shall have issued (or executed and delivered to the
Collateral Agent an irrevocable commitment to issue) in favor of the Collateral Agent, (A) such
additional and/or replacement title insurance in an amount equal to (when combined with the amount
of the original title insurance remaining in place) the aggregate principal amount of the Loans
outstanding after giving effect to the proposed Other Loans, and (B) such endorsements, coinsurance
and reinsurance as may be reasonably requested by the Collateral Agent or any Lender (including any
Lender that is not an Incremental Lender), insuring such amended, amended and restated or otherwise
modified Borrower Mortgage as a first lien on the Mortgaged Property (as defined therein), subject
to any Liens permitted by Section 6.02 of the Credit Agreement and otherwise no less favorable to
the Lenders than the original title insurance issued on the Closing Date (with such changes as are
necessary to comply with customary title insurance practices), and (ii) such title insurance
company (or agent therefor) shall have received all fees (including recordation and
filing fees) and other amounts payable in connection with the matters specified in clause (i)
above.



 


Annex I-3









 







(k) The Administrative Agent and each Lender shall have received updated UCC lien and judgment
searches with respect to the Borrower and each Guarantor.



(l) The Administrative Agent shall have received a fully-executed copy of the Second Amendment
to Credit Agreement, Waiver and Collateral Agent Consent, in the form of Exhibit A attached
hereto (the “Credit Agreement Amendment”), and immediately prior and concurrently with the
effectiveness of the Second Incremental Loan Assumption Agreement and the Incremental Loan
Commitments, the Credit Agreement Amendment shall be in full force and effect.



(m) The Administrative Agent shall have received a duly-completed Borrowing Request with
respect to the Incremental Loans to be made pursuant to the Incremental Loan Commitments hereunder.



SECTION 4. Termination of Incremental Loan Commitments




The Incremental Loan Commitment of each Incremental Lender under the Second Incremental Loan
Assumption Agreement shall terminate at 5.00 p.m. (New York City time) on November 26, 2010.



SECTION 5. Payment of Legal Fees




Holdings and the Borrower shall, jointly and severally, pay the invoiced fees, charges and
disbursements of Proskauer Rose LLP and Schulte Roth & Zabel LLP referred to in Section 3(g) above.



SECTION 6. Waiver of Defenses




Without limiting the generality of any other provision in any other Loan Document or
otherwise, each of the Borrower and Holdings hereby waives any suretyship or other defenses that
may arise as a result of the joint and several liability of the Borrower and Holdings under the
Second Incremental Loan Assumption Agreement, and Section 2.03 of the Guarantee and Collateral
Agreement is hereby incorporated herein by this reference, mutatis mutandis.



 


Annex I-4









 







EXHIBIT A




FORM OF SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER

AND COLLATERAL AGENT CONSENT




[See following pages]