Exhibit 10.1





Exhibit 10.1




EXECUTION VERSION




SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND COLLATERAL AGENT CONSENT




This SECOND AMENDMENT TO CREDIT AGREEMENT, WAIVER AND COLLATERAL AGENT CONSENT (this
“Agreement”), dated as of November 24, 2010, among RENTECH ENERGY MIDWEST CORPORATION, a
Delaware corporation (“Borrower”), RENTECH, INC., a Colorado corporation
(“Holdings”), the Subsidiary Guarantors, the Lenders party hereto, and the Collateral Agent
(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 Credit Agreement, dated as of
January 29, 2010 (the “Original Credit Agreement”) and that certain First Amendment to
Credit Agreement, Waiver and Collateral Agent Consent, dated as of July 21, 2010 (the “First
Amendment” and together with the Original Credit Agreement, 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”),
and Credit Suisse AG, Cayman Islands Branch, as administrative agent and as collateral agent (in
such capacity, the “Collateral Agent”);



WHEREAS, Borrower has requested that the Required Lenders amend and waive certain provisions
of the Credit Agreement as set forth more fully in this Agreement; and



WHEREAS, the Required Lenders have agreed to such amendments and waivers under the Credit
Agreement, subject to the terms and conditions set forth in this Agreement.



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. Amendments to Credit Agreement.



(a) Amendment of Section 1.01 of Credit Agreement. Section 1.01 of the Credit
Agreement is hereby amended by deleting the definitions of “Applicable ECF Percentage”, “Capital
Expenditures”, “Incremental Loan Amount”, “Payment Premium” and “Required Lenders” in their
entirety therefrom and substituting in lieu thereof the following new definitions:




““Applicable ECF Percentage” shall mean, on any date of determination, (a) if, as of
the last day of the fiscal year then ended in respect of which Excess Cash Flow is
being calculated, the Leverage Ratio as of such date is less than 1.00:1.00, the
percentage set forth below that corresponds with the aggregate principal amount of
Loans outstanding on such date set forth opposite such percentage, and (b) if the
Leverage Ratio as of such date is greater than or equal to 1.00:1.00, 100%:



	 	 	 	 	 
	Outstanding Aggregate Principal Amount of Loans	 	Applicable ECF Percentage	 
	 
	 	 	 	 
	Greater than or equal to $65,000,000
	 	 	100	%
	 
	 	 	 	 
	Greater than or equal to $55,000,000 but
less than $65,000,000
	 	 	75	%
	 
	 	 	 	 
	Less than $55,000,000
	 	 	50	%”





 


 









 








““Capital Expenditures” shall mean, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of the Borrower and its
consolidated subsidiaries that are (or should be) set forth in a consolidated
statement of cash flows of the Borrower for such period prepared in accordance with
GAAP, (b) the total consideration incurred by the Borrower and its consolidated
subsidiaries pursuant to clause (i) of the proviso to the definition of “Joint
Carbon Credit Investment Project” and (c) Capital Lease Obligations or Synthetic
Lease Obligations incurred by the Borrower and its consolidated subsidiaries during
such period, but excluding in each case above (i) any such expenditure made to
restore, replace or rebuild property to the condition of such property immediately
prior to any damage, loss, destruction or condemnation of such property, to the
extent such expenditure is made with insurance proceeds, condemnation awards or
damage recovery proceeds relating to any such damage, loss, destruction or
condemnation and (ii) any amounts expended by the Borrower and its consolidated
subsidiaries that would otherwise qualify as Capital Expenditures for which Borrower
or its consolidated subsidiary is paid or reimbursed in cash within 90 days from the
date of such expenditure by the Borrower or such consolidated subsidiary by a
Governmental Authority to the extent the payment or reimbursement was made by the
Governmental Authority to the Borrower or its consolidated subsidiary for the
purpose of allowing the Borrower or its consolidated subsidiary to make expenditures
that would otherwise qualify as Capital Expenditures.”




““Incremental Loan Amount” shall mean, at any time, the excess, if any, of (a)
$40,000,000 over (b) the aggregate amount of all Incremental Loan Commitments
established prior to such time pursuant to Section 2.21 (but excluding the
Incremental Loan Commitments established in connection with the First Amendment and
Consent and the Second Amendment and Consent).”




““Payment Premium” shall mean at any time with respect to any Loan being
prepaid in whole or in part pursuant to Section 2.09 during any of the
periods set forth below an amount equal to the percentage set forth opposite such
period of the aggregate principal amount of such Loan being prepaid at such time:



	 	 	 	 	 
	Period	 	Percentage	 
	 
	 	 	 	 
	May 1, 2011 to and including November 25, 2011
	 	 	8.00	%
	 
	 	 	 	 
	November 26, 2011 to and including November 25, 2012
	 	 	4.00	%
	 
	 	 	 	 
	November 26, 2012 to and including November 25, 2013
	 	 	3.00	%
	 
	 	 	 	 
	November 26, 2013 and thereafter
	 	 	1.00	%





 


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Notwithstanding the foregoing, no Payment Premium shall apply to the November 2010
Prepayment or the Specified 2011 Distribution Prepayment.”




““Required Lenders” shall mean, at any time, Lenders having Loans representing
more than 65% of the sum of all Loans outstanding.”



(b) Amendment of Section 1.01 of Credit Agreement. Section 1.01 of the Credit
Agreement is hereby amended by inserting in appropriate alphabetical order the following new
definitions:




““DOE Loan Guarantee” shall mean a loan guarantee issued by the U.S. Department
of Energy with respect to the Rialto Project.”




““FY 2010 ECF Prepayment Carryover Reduction Amount” shall mean the lesser of
(a) the amount (expressed as a positive number) of the negative difference, if any,
resulting from the calculation of the Excess Cash Flow prepayment for the fiscal
year of the Borrower ending on September 30, 2010 in accordance with Section
2.09(b), and (b) $11,000,000.”




““November 2010 Prepayment” shall have the meaning given to such term in
Section 4 of the Second Amendment and Consent.”




““Second Amendment and Consent” shall mean the Second Amendment to Credit
Agreement, Waiver and Collateral Agent Consent, dated as of November 24, 2010, among
Holdings, the Borrower, the Subsidiary Guarantors, the Lenders party thereto, and
the Collateral Agent.”




““Second Incremental Loan Assumption Agreement” shall mean the Second
Incremental Loan Assumption Agreement, dated as of November 24, 2010, among
Holdings, the Borrower, the Subsidiary Guarantors, the Incremental Lenders party
thereto, and the Administrative Agent.”




““Specified 2011 Distribution” shall have the meaning given to such term in
Section 6.06(a)(ix).”




““Specified 2011 Distribution Prepayment” shall have the meaning given to such
term in Section 6.06(a)(ix).”



(c) Amendment of Section 2.09(a) of Credit Agreement. Clause (ii) of the proviso to
Section 2.09(a) of the Credit Agreement is hereby amended by deleting such clause in its entirety
and substituting in lieu thereof the following:




“(ii) no voluntary prepayment of any Loans (other than the July 2010 Prepayment, the
November 2010 Prepayment and the Specified 2011 Distribution Prepayment) shall be
permitted prior to November 26, 2011, except in the event the Rialto Project
receives a conditional commitment for a DOE Loan Guarantee and Holdings and its
Affiliates, as applicable, confirm in writing to the Administrative Agent and the
Lenders their intention to satisfy the conditions for issuance of the DOE Loan
Guarantee, in which case the Borrower may on or after May 1, 2011 and prior to
November 26, 2011 voluntarily prepay all (but not less than all) outstanding Loans
within 10 Business Days following delivery of such written confirmation to the
Administrative Agent and the Lenders.”



 


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(d) Amendment of Section 2.10(b) of Credit Agreement. Section 2.10(b) of the Credit
Agreement is hereby amended by deleting such clause in its entirety and substituting the following
new clause in lieu thereof:




“(b) No later than four Business days after the earlier of (i) 90 days after the
end of each fiscal year of the Borrower, commencing with the fiscal year ending on
September 30, 2010, and (ii) two Business Days after the date on which the financial
statements with respect to such period are delivered pursuant to Section
5.04(b), the Borrower shall prepay outstanding Loans in accordance with
Section 2.10(f) in an aggregate principal amount equal to the positive
difference of (x) the Applicable ECF Percentage of Excess Cash Flow for the fiscal
year then ended minus (y) the sum of (i) the principal amount of voluntary
prepayments of Loans under Section 2.09, (ii) any Payment Premiums paid with
respect to such voluntary prepayments only to the extent not previously deducted in
the calculation of Consolidated EBITDA for such fiscal year or in the determination
of Excess Cash Flow for such fiscal year, in each case paid during such fiscal year
but only to the extent that such prepayments are not financed with the proceeds of
Indebtedness, equity issuances, casualty proceeds, condemnation proceeds or
insurance proceeds, (iii) solely with respect to the prepayment for the fiscal year
ending on September 30, 2010, the amount of the November 2010 Prepayment, and (iv)
solely with respect to the prepayment for the fiscal year ending on September 30,
2011, the sum of (1) FY 2010 ECF Prepayment Carryover Reduction Amount and (2) the
amount of the Specified 2011 Distribution. Notwithstanding the foregoing, the
November 2010 Prepayment shall not be included in clause (y)(i) above for purposes
of determining the amount of the prepayment required in accordance with this Section
2.10(b) for the fiscal year ending on September 30, 2011.”



(e) Amendment of Section 2.21 of Credit Agreement. Section 2.21(e) of the Credit
Agreement is hereby amended by deleting such clause in its entirety and substituting the following
new clause in lieu thereof:




“(e) Notwithstanding anything to the contrary in this Agreement or otherwise,
(i) no Incremental Loan may be made without the prior written consent of the
Required Lenders, and (ii) the Borrower shall deliver a written notice to the
Administrative Agent and the Lenders at least 30 days prior to the Incremental Loan
Closing Date for any issuance of Incremental Loans (whether Loans or Other Loans);
provided that no such consent and notice shall be required under this Section
2.21(e) with respect to the Other Loans to be made pursuant to the First
Incremental Loan Assumption Agreement or the Second Incremental Loan Assumption
Agreement.”



(f) Amendment of Section 5.04 of Credit Agreement. Section 5.04 of the Credit
Agreement is hereby amended by inserting the following new Section 5.04(o) at the end thereof:




“(o) concurrently with the delivery of the financial statements under paragraph (a)
above for the fiscal year ended September 30, 2010, financial statements required by
Sections 5.04(d) and 5.04(e) for the applicable periods prior to the date of the
Second Amendment and Consent reflecting the treatment of the Holdings Loan as equity
rather than debt and inclusion of tax obligations for the Borrower (without
adjustment for net operating losses of Holdings), all certified by one of its
Financial Officers as fairly presenting the financial condition and results of
operations of the Borrower and its
consolidated subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments.”


 


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(g) Amendment of Section 5.14 of Credit Agreement. Section 5.14 of the Credit
Agreement is hereby amended by deleting such clause in its entirety and substituting in lieu
thereof the following:




“SECTION 5.14. Cash Management. In supplement to Section 4.04(b) in
the Guarantee and Collateral Agreement, without the prior written consent of the
Collateral Agent, the Borrower may not, and will not cause or permit any Loan Party
to, (i) add or replace a depositary bank or Deposit Account (as such term is defined
in the Guarantee and Collateral Agreement), (ii) allow any deposit account or any
“zero balance checking” accounts, other than Deposit Accounts subject to Deposit
Account Control Agreements and accounts that are maintained solely for employee flex
spending amounts and payroll
amounts, to maintain a balance in excess of zero Dollars for a period in excess of
one Business Day or (iii) change any sweep instructions existing as of the Closing
Date for any bank account, including any Deposit Account, except in each case, a
Deposit Account that is subject to a Lien permitted by Section 6.02(m).
Upon the written request of the Borrower and at the sole cost and expense of the
Borrower, Lenders hereby authorize and instruct the Collateral Agent to, and the
Collateral Agent shall, release promptly any security interest held by it in any
Deposit Account or securities account that is subject to a Lien permitted by
Section 6.02(m). Any such release shall be without recourse to, or
representation or warranty by, the Collateral Agent or any other Secured Party.”



(h) Amendment of Section 6.01 of Credit Agreement. Section 6.01 of the Credit
Agreement is hereby amended by:




(i) deleting Section 6.01(d) in its entirety and substituting in lieu thereof the
following:




“(d) Indebtedness incurred to finance the acquisition, construction or improvement of

any fixed or capital assets, and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof; provided
that (i) such Indebtedness is incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, and (ii) the
aggregate principal amount of Indebtedness permitted by this Section
6.01(d), when combined with the aggregate principal amount of all Capital Lease
Obligations incurred pursuant to Section 6.01(e), shall not exceed
$2,000,000 at any time outstanding;”




(ii) deleting Section 6.01(e) in its entirety and substituting in lieu thereof the
following:




“(e) Capital Lease Obligations in an aggregate principal amount, when combined with
the aggregate principal amount of all Indebtedness incurred pursuant to Section
6.01(d), not in excess of $2,000,000 at any time outstanding;” and




(iii) inserting the following new Section 6.01(p) at the end thereof:




“(p) Indebtedness in respect of letters of credit issued to third parties not
Affiliated with Holdings in an aggregate principal amount not exceeding $2,000,000
at any time outstanding less any amounts secured by Liens permitted by Section
6.02(m).”


 


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(i) Amendment of Section 6.02 of Credit Agreement. Section 6.02 of the Credit
Agreement is hereby amended by inserting the following new Section 6.02(m) immediately
following Section 6.02(l):




“(m) in lieu of issuing letters of credit under Section 6.01(p), Liens on
cash and Permitted Investments (and any dedicated Deposit Account and securities
account in which only such cash and Permitted Investments are held) to secure,
directly or indirectly, obligations to third parties not Affiliated with Holdings in
an aggregate principal amount not to exceed $2,000,000 at any time outstanding less
any Indebtedness incurred under, and permitted by, Section 6.01(p).”



(j) Amendment of Section 6.06 of Credit Agreement. Section 6.06 of the Credit
Agreement is hereby amended by inserting the following new Sections 6.06(a)(viii) and (ix) after
Section 6.06(a)(vii):




“(viii) Holdings may make Restricted Payments with common stock of Holdings and
Qualified Capital Stock of Holdings; and




(ix) the Borrower may make a one-time cash dividend or loan to Rentech Development
Corporation, a Colorado corporation, for further distribution to Holdings in an
amount not to exceed $5,000,000 during the period from February 1, 2011 to June 30,
2011 (the “Specified 2011 Distribution”), so long as:




(1) no Event of Default or Default shall have occurred and be continuing or would
result therefrom, and 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 date of the proposed Specified 2011
Distribution, 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),




(2) the Total Debt of Borrower and its consolidated subsidiaries, less Unrestricted
Cash and Permitted Investments of Borrower and its consolidated subsidiaries, as of
the month ended immediately prior to the proposed date of the Specified 2011
Distribution for which financial statements are available, shall not be greater than
$60,000,000,




(3) projected Consolidated EBITDA for the period of four consecutive fiscal quarters
ending on September 30, 2011 shall be equal to or greater than the amount disclosed
in the November 1 Projections (as defined below), which projected amount (including
the assumptions on which such projected amount is based) shall be (A) calculated in
good faith and in a manner consistent with past practice, (B) utilize the most
current estimates of future sale prices and natural gas prices from Blue, Johnson &
Associates, Inc. and, with respect to any product pre-sale contracts, the actual
prices for such contracts, and (C) contain the same level of detail as the model
received by the Lenders on November 1, 2010 (the “November 1 Projections”),




(4) the Borrower shall be in pro forma compliance with each of Sections
6.10, 6.11, 6.12 and 6.16 for (x) the most recently
ended fiscal quarter for which financial statements are available and (y) on a
projected basis for each fiscal quarter through September 30, 2011,
which projections (including the assumptions on which such projections are based)
shall satisfy the requirements specified in clauses 3(A), 3(B) and 3(C) above,



 


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(5) the Borrower shall have delivered to the Administrative Agent and each Lender,
projected financial statements (including projected Consolidated EBITDA) for the
period of four consecutive fiscal quarters ending on September 30, 2012, which
projected financial statements (including the assumptions on which such projected
financial statements are based) shall satisfy the requirements specified in clauses
3(A), 3(B) and 3(C) above and, when compared to the financial condition of the
Borrower reflected in the November 1 Projections, the financial condition of the
Borrower as a whole is not materially worse, as determined in the reasonable
discretion of the Lenders party to the Second Incremental Loan Assumption Agreement
(such determination not to be unreasonably delayed),




(6) prior to or concurrently with the making of such proposed dividend or loan, the
Borrower shall have made a voluntary prepayment pursuant to Section 2.09 in
a principal amount equal to the amount of the Specified 2011 Distribution (such
prepayment being the “Specified 2011 Distribution Prepayment”),




(7) not less than five Business Days prior to the making of the Specified 2011
Distribution, the Administrative Agent and each Lender shall have received a
certificate from a Financial Officer of the Borrower, in form and substance
satisfactory to each of the Lenders party to the Second Incremental Loan Assumption
Agreement, stating that all of the conditions specified in this clause (ix) have
been or will be concurrently satisfied upon the making of the Specified 2011
Distribution, which certificate shall be accompanied by reasonably detailed
calculations of the items specified in clauses (3) and (4) above, and




(8) the Borrower shall have received a written acknowledgement from each of the
Lenders party to the Second Incremental Loan Assumption Agreement (such
acknowledgment not to be unreasonably withheld or delayed) that all conditions
specified in this clause (ix) have been or will be met to the reasonable
satisfaction of such Lenders.”



(k) Amendment of Section 6.10 of Credit Agreement. Section 6.10 of the Credit
Agreement is hereby amended by deleting such section in its entirety and substituting the following
new Section 6.10 in lieu thereof:




“SECTION 6.10. Capital Expenditures. Permit the aggregate amount of Capital
Expenditures made by the Borrower and its subsidiaries for the period set forth
below to exceed the amount set forth in the table below opposite such period:



	 	 	 	 	 
	 	 	Maximum Capital	 
	Measurement Period	 	Expenditures	 
	 
	 	 	 	 
	January 1, 2010 through September 30, 2010
	 	$6.0 million
	October 1, 2010 through September 30, 2012
	 	$33.0 million
	October 1, 2012 through September 30, 2013
	 	$6.0 million
	October 1, 2013 through Maturity Date
	 	$8.0 million





 


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; provided, however, (i) in no event shall (x) the aggregate amount of Capital
Expenditures made by the Borrower and its subsidiaries for the period from October
1, 2010 through September 30, 2011 exceed $27.0 million, or (y) the Carry-Over
Amount (as defined below) applied to the measurement period from October 1, 2012
through September 30, 2013 exceed $9.0 million and (ii) in the event the Borrower
does not expend the maximum Capital Expenditures amount set forth in the table above
in any applicable measurement period, the Borrower may carry forward to the
immediately succeeding applicable measurement period the unutilized portion (the
“Carry-Over Amount”); provided, further, however, that for the avoidance of
doubt, any Investments made by the Borrower and its subsidiaries in reliance on
Section 6.04(k) in any measurement period set forth above shall be deemed to reduce
dollar-for-dollar the amount of the maximum Capital Expenditures permitted to be
expended under this Section 6.10 for such measurement period by the amount of such
Investments without duplication of any amount included in clause (b) of the
definition of Capital Expenditures. All Capital Expenditures shall first be applied
to reduce the then applicable maximum Capital Expenditures amount and then to reduce
the carry-forward from the previous applicable measurement period, if any.”



(l) Amendment of Section 6.11 of Credit Agreement. Section 6.11 of the Credit
Agreement is hereby amended by deleting such section in its entirety and substituting the following
new Section 6.11 in lieu thereof:




“SECTION 6.11 Interest Coverage Ratio. Permit the Interest Coverage Ratio of the
Borrower and its subsidiaries for any period of four consecutive fiscal quarters, in
each case taken as one accounting period, as of the last day of any fiscal quarter
ending on the date set forth below to be less than the ratio set forth opposite such
date below:



	 	 	 	 	 
	Date	 	Ratio	 
	 
	 	 	 	 
	March 31, 2010
	 	 	3.15 to 1.00	 
	June 30, 2010
	 	 	3.15 to 1.00	 
	September 30, 2010
	 	 	2.60 to 1.00	 
	December 31, 2010
	 	 	3.10 to 1.00	 
	March 31, 2011
	 	 	3.10 to 1.00	 
	June 30, 2011
	 	 	4.00 to 1.00	 
	September 30, 2011
	 	 	4.10 to 1.00	 
	December 31, 2011
	 	 	4.20 to 1.00	 
	March 31, 2012
	 	 	4.20 to 1.00	 
	June 30, 2012
	 	 	4.20 to 1.00	 
	September 30, 2012
	 	 	4.40 to 1.00	 
	December 31, 2012
	 	 	4.90 to 1.00	 
	March 31, 2013
	 	 	5.70 to 1.00	 
	June 30, 2013
	 	 	6.00 to 1.00	 
	September 30, 2013
	 	 	6.00 to 1.00	 
	December 31, 2013
	 	 	6.00 to 1.00	 
	March 31, 2014
	 	 	6.00 to 1.00	 
	June 30, 2014
	 	 	6.00 to 1.00	”






 


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(m) Amendment of Section 6.12 of Credit Agreement. Section 6.12 of the Credit
Agreement is hereby amended by deleting such section in its entirety and substituting the following
new Section 6.12 in lieu thereof:




“SECTION 6.12 Maximum Leverage Ratio. Permit the Leverage Ratio of the Borrower and
its subsidiaries as of the last day of the period of four consecutive fiscal
quarters ending on the date set forth below to be greater than the ratio set forth
opposite such date below:



	 	 	 	 	 
	Date	 	Ratio	 
	 
	 	 	 	 
	March 31, 2010
	 	 	2.45 to 1.00	 
	June 30, 2010
	 	 	2.45 to 1.00	 
	September 30, 2010
	 	 	2.90 to 1.00	 
	December 31, 2010
	 	 	2.50 to 1.00	 
	March 31, 2011
	 	 	2.30 to 1.00	 
	June 30, 2011
	 	 	1.90 to 1.00	 
	September 30, 2011
	 	 	1.80 to 1.00	 
	December 31, 2011
	 	 	1.80 to 1.00	 
	March 31, 2012
	 	 	1.70 to 1.00	 
	June 30, 2012
	 	 	1.60 to 1.00	 
	September 30, 2012
	 	 	1.50 to 1.00	 
	December 31, 2012
	 	 	1.00 to 1.00	 
	March 31, 2013
	 	 	1.00 to 1.00	 
	June 30, 2013
	 	 	1.00 to 1.00	 
	September 30, 2013
	 	 	1.00 to 1.00	 
	December 31, 2013
	 	 	1.00 to 1.00	 
	March 31, 2014
	 	 	1.00 to 1.00	 
	June 30, 2014
	 	 	1.00 to 1.00	”






(n) Amendment of Section 9.20 of Credit Agreement. Section 9.20 of the Credit
Agreement is hereby amended by inserting at the end thereof the following new sentence:




“EACH OTHER LOAN MADE BY AN INCREMENTAL LENDER HEREUNDER ON THE INCREMENTAL LOAN
CLOSING DATE PURSUANT TO, AND AS DEFINED IN, THE SECOND INCREMENTAL LOAN ASSUMPTION
AGREEMENT WAS SUBJECT TO AN ORIGINAL ISSUE DISCOUNT SUCH THAT SUCH OTHER LOAN
RESULTED IN AGGREGATE PROCEEDS TO THE BORROWER IN AN AMOUNT EQUAL TO 98.0% OF SUCH
INCREMENTAL LENDER’S INCREMENTAL LOAN COMMITMENT (AS SET FORTH IN THE SECOND
INCREMENTAL LOAN ASSUMPTION AGREEMENT).”



Section 2. Release of Collateral. The Collateral Agent (with the approval of the
Lenders) hereby agrees, upon the effective date of this Agreement, to execute and deliver a Partial
Release of Mortgage, in form and substance reasonably satisfactory to the Collateral Agent, and
thereby release the lien of the Borrower Mortgage on that portion of the Mortgaged Property
referred to as the “Hilby Property”, as more particularly described on Schedule 1 to this
Agreement; provided that, upon the disposition by the Borrower of such portion of the
Mortgaged Property, the proceeds thereof shall
constitute Collateral. Such lien release shall be without recourse to, or representation or
warranty by, the Collateral Agent or any other Secured Party.


 


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Section 3. Waivers of Credit Agreement.



(a) Waivers of Section 2.09 of Credit Agreement. Solely with respect to the Other
Loans to be made pursuant to the Second Incremental Loan Assumption Agreement, the Lenders hereby
waive compliance with the requirements contained in Sections 2.09(a) and 2.09(c) of the Credit
Agreement that Borrower deliver a notice of prepayment with respect to the November 2010 Prepayment
(as defined below).



(b) Waiver of Section 2.21(a) of Credit Agreement. Solely with respect to the Other
Loans to be made pursuant to the Second Incremental Loan Assumption Agreement, the Lenders hereby
waive compliance with the requirements of Section 2.21(a) of the Credit Agreement; provided
that the information otherwise required to be delivered pursuant to such Section 2.21(a) is set
forth in the Second Incremental Loan Assumption Agreement.



(c) Waiver of Section 2.21(b) of Credit Agreement. Solely with respect to the Other
Loans to be made pursuant to the Second Incremental Loan Assumption Agreement, the Lenders hereby
waive compliance with the requirements of clause (iii) of the fourth sentence of Section 2.21(b) of
the Credit Agreement.



(d) Waivers of Section 2.21(c) of Credit Agreement. Solely with respect to the Other
Loans to be made pursuant to the Second Incremental Loan Assumption Agreement, the Lenders hereby
waive compliance with the requirements of clauses (v) and (vi) of Section 2.21(c) of the Credit
Agreement.



(e) Waivers of Section 5.04 of Credit Agreement. Solely with respect to (i) the
treatment of the Holdings Loan as debt rather than equity and (ii) the calculation of the
Borrower’s tax obligations adjusted for net operating losses of Holdings for purposes of the
financial statements of the Borrower and its consolidated subsidiaries delivered under Section
5.04(d) and Section 5.04(e) of the Credit Agreement for the periods prior to the date
of this Agreement, the Lenders hereby waive compliance with the requirements of Section
5.04(d) and Section 5.04(e) of the Credit Agreement.



Section 4. Conditions Precedent. This Agreement shall become effective upon
satisfaction of each of the following conditions precedent; provided that Sections
5, 10 and 13 hereof shall be effective upon the execution and delivery of this
Agreement by the parties hereto:



(a) The Collateral Agent shall have received a copy of this Agreement duly executed and
delivered by each of the Collateral Agent, Borrower, Holdings, the Subsidiary Guarantors and the
Required Lenders.



(b) The Administrative Agent shall have received a copy of the Second Incremental Loan
Assumption Agreement, dated as of the date of this Agreement, among Holdings, Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Incremental Lenders party thereto (the
“Second Incremental Loan Assumption Agreement”), duly executed and delivered by each of the
parties thereto and, concurrently with the effectiveness of this Agreement, the Second Incremental
Loan Assumption Agreement shall be in full force and effect.


 


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(c) Each of (i) the conditions set forth in Section 3 of Annex I to the Second Incremental
Loan Assumption Agreement, and (ii) after giving effect to the waivers contained in Section
3 above, the requirements of Section 2.21 of the Credit Agreement required to be satisfied by
the Loan Parties, in each case shall have been satisfied.



(d) The representations and warranties contained herein shall be true and correct in all
respects as of the date hereof.



(e) No Default or Event of Default shall have occurred and be continuing as of the date
hereof.



(f) Borrower shall have made a voluntary prepayment of Loans under Section 2.09 of the Credit
Agreement in an aggregate principal amount of $20,000,000 (the “November 2010 Prepayment”),
together with accrued and unpaid interest on the principal amount of the Loans paid to but
excluding the date of such payment.



Section 5. Borrower Direction. Pursuant to Section 2.09(b) of the Credit Agreement,
Borrower hereby irrevocably directs that the November 2010 Prepayment shall be applied (and the
November 2010 Prepayment shall, in fact, be applied) prior to the effectiveness of this Agreement
pro rata between the Loans against the remaining scheduled installments of principal due in respect
of the Loans under, and in compliance with, Section 2.08(a)(i) of the Credit Agreement.



Section 6. Conditions Subsequent. On the Incremental Loan Closing Date (as defined in
the Second Incremental Loan Assumption Agreement), Borrower shall borrow the Other Loans in
accordance with the Incremental Loan Commitment Request (as defined in the Second Incremental Loan
Assumption Agreement). Failure to comply with this Section 6 shall constitute an Event of
Default.



Section 7. Representations and Warranties. Each of Holdings and Borrower hereby
represents and warrants, jointly and severally, to the Collateral Agent and the Lenders that, as of
the date hereof, (a) all representations and warranties set forth in the Credit Agreement and in
each other Loan Document are true and correct in all material respects as if made again on and as
of the date hereof (except those, if any, which by their terms expressly relate 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) after giving effect to the waivers contained in Section
3 above. 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).



Section 8. Survival of Representations and Warranties. All representations and
warranties made in this Agreement or in any other Loan Document shall survive the execution and
delivery of this Agreement, and no investigation by the Collateral Agent, any Lender or any other
Person shall affect such representations or warranties, or the right of the Collateral Agent and
the Secured Parties to rely upon them.



Section 9. 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 Agreement shall constitute a Loan Document under the Credit Agreement.


 


11









 





Section 10. 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 11. Execution. This 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 Agreement by telecopier
or electronic transmission shall be effective as delivery of a manually executed counterpart of
this Agreement.



Section 12. Limited Effect. This Agreement 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 consents under the same or similar or other
circumstances in the future.



Section 13. Payment of Legal Fees. Borrower and Holdings shall, jointly and
severally, pay all invoiced fees, charges and disbursements of Proskauer Rose LLP incurred in
connection with the preparation, negotiation, execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby.



Section 14. Waiver of Defenses. Without limiting the generality of any other
provision in any other Loan Document or otherwise, each of Borrower and Holdings hereby waives any
suretyship or other defenses that may arise as a result of the joint and several liability of
Borrower and Holdings under this Agreement, and Section 2.03 of the Guarantee and Collateral
Agreement is hereby incorporated herein by this reference, mutatis mutandis.



Section 15. Ratification by Guarantors. Each Guarantor hereby acknowledges and agrees
that (i) its consent to this Agreement is not required (except, in the case of Holdings, with
respect to Section 1 only), but each Guarantor nevertheless hereby agrees and consents to
this Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the
effectiveness of this 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, supplemented or otherwise modified from time to
time), all of which are hereby ratified, confirmed and affirmed in all respects, (iv) no other
agreement, instrument, consent or document shall be required to give effect to this Section
15, and (v) 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.



[signature pages follow]



 


12









 







IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Credit Agreement,
Waiver and Collateral Agent Consent to be executed by their respective duly authorized officers, 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 and Treasurer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RENTECH, INC.,

as Holdings and as Guarantor
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Dan J. Cohrs
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dan J. Cohrs
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer, Executive Vice President 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	& Treasurer
	 

	 	 	 	 	 	 






[Signature Page to Second Amendment to Credit Agreement, Waiver and Collateral Agent Consent]



 


 









 





	 	 	 	 	 	 	 
	 	 	RENTECH, INC

RENTECH SILVAGAS LLC

RENTECH DEVELOPMENT CORPORATION

RENTECH SERVICES CORPORATION

SILVAGAS CORPORATION

RENTECH ENERGY TECHNOLOGY CENTER, LLC,

each as a Guarantor
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Dan J. Cohrs
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dan J. Cohrs
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer, Executive Vice President 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	& Treasurer
	 

	 	 	 	 	 	 






[Signature Page to Second Amendment to Credit Agreement, Waiver and Collateral Agent Consent]



 


 









 





	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Mikhail Faybusovich
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Mikhail Faybusovich
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Vice President
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Vipul Dhadda
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Vipul Dhadda
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Associate
	 

	 	 	 	 	 	 






[Signature Page to Second Amendment to Credit Agreement, Waiver and Collateral Agent Consent]



 


 









 







	 	 	 	 	 	 	 
	 	 	SPECIAL SITUATIONS INVESTING GROUP, INC.,

    as Lender
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert G. Frahm III
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Robert G. Frahm III
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 	 	 






[Signature Pages to Amendment to Credit Agreement and Collateral Agent Consent]



 


 









 





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

	 	 	 	Name:
	 	Kevin Griffin
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Managing Director
	 

	 	 	 	 	 	 






[Signature Page to Second Amendment to Credit Agreement, Waiver and Collateral Agent Consent]




 


 









 







Schedule 1




Hilby Property Legal Description




PARCEL 1 (1.50 ACRES):



The West 100 feet of the North Half of the North Half of the Northeast Quarter of
Section Number Twelve (12), Township Twenty-eight (28) North, Range Two (2) West
of the Fourth Principal Meridian, Township of Menominee, Jo Daviess County, Illinois;
containing 1.50 acres more or less.



PARCEL 2 (0.23 ACRES):



The South 100 feet of the West 100 feet of the South half of the Southeast Quarter of
Section 1, Township 28 North, Range 2 West of the Fourth Principal Meridian,
Menominee Township, Jo Daviess County, Illinois; containing 0.23 acres more or less.