Exhibit 10.1
Rentech, Inc.
Common Stock
and
Warrants to Purchase Common Stock
PLACEMENT AGENT AGREEMENT
dated April 19, 2007
Credit Suisse Securities (USA) LLC
PLACEMENT AGENT AGREEMENT
April 19, 2007
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
Ladies and Gentlemen:
Introductory.
Rentech, Inc., a Colorado corporation (the "Company"), proposes,
pursuant to the terms of this Placement Agent Agreement (this "Agreement") and
the Subscription Agreements in the form of Exhibit A attached hereto (the
"Subscription Agreements") entered into with the purchasers identified therein
(each a "Purchaser" and collectively, the "Purchasers"), to sell to the
Purchasers an aggregate of 20,092,160 units (the "Units"), each comprised of one
share (the "Shares") of common stock, par value $0.01 per share (the "Common
Stock") of the Company (including any associated right to purchase shares of
Series 1998-C Participating Cumulative Preference Stock, $10 par value , under
the Shareholder Rights Plan, dated as of January 18, 2005, as amended (each a
"Right" and collectively, the "Rights"), if any, and warrants (the "Warrants"),
initially to purchase 0.20 additional shares, subject to adjustment (the
"Warrant Shares," and together with the Shares, the "Total Shares"), of Common
Stock of the Company.
The Shares and Warrants are referred to collectively as
the "Securities."
The Company hereby confirms its agreement with Credit Suisse
Securities (USA) LLC ("Credit Suisse" or the "Placement Agent"), as set forth
below.
SECTION 1.
AGREEMENT TO ACT AS PLACEMENT AGENT; PLACEMENT OF SHARES.
ON THE
BASIS OF THE REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY HEREIN
CONTAINED, AND SUBJECT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT:
(A)
THE COMPANY HEREBY AUTHORIZES THE PLACEMENT AGENT TO ACT AS ITS EXCLUSIVE
AGENT TO SOLICIT OFFERS FOR THE PURCHASE OF ALL OR PART OF THE SECURITIES FROM
THE COMPANY IN CONNECTION WITH THE PROPOSED OFFERING OF THE SECURITIES (THE
"OFFERING").
UNTIL THE EARLIER OF THE CLOSING DATE (AS DEFINED BELOW) AND THE
TERMINATION OF THIS AGREEMENT, THE COMPANY SHALL NOT, WITHOUT THE PRIOR CONSENT
OF THE PLACEMENT AGENT, SOLICIT OR ACCEPT OFFERS TO PURCHASE SECURITIES
OTHERWISE THAN THROUGH THE PLACEMENT AGENT.
(B)
THE PLACEMENT AGENT AGREES, AS AGENT OF THE COMPANY, TO USE ITS BEST
EFFORTS TO SOLICIT OFFERS TO PURCHASE THE SECURITIES FROM THE COMPANY ON THE
TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE PROSPECTUS (AS DEFINED
BELOW).
THE PLACEMENT AGENT HAS NO AUTHORITY TO BIND THE COMPANY WITH RESPECT
TO ANY PROSPECTIVE OFFER TO PURCHASE SECURITIES.
THE PLACEMENT AGENT SHALL NOT
HAVE ANY LIABILITY TO THE COMPANY IN THE EVENT ANY SUCH PURCHASE IS NOT
CONSUMMATED FOR ANY REASON.
UNDER NO CIRCUMSTANCES WILL THE PLACEMENT AGENT BE
OBLIGATED TO PURCHASE ANY SECURITIES FOR ITS OWN ACCOUNTS AND, IN SOLICITING
PURCHASES OF SECURITIES, THE PLACEMENT AGENT SHALL ACT SOLELY AS THE COMPANY'S
1
AGENT AND NOT AS PRINCIPAL.
NOTWITHSTANDING THE FOREGOING, THE PLACEMENT AGENT
(OR ITS AFFILIATES) MAY, SOLELY AT ITS DISCRETION AND WITHOUT ANY OBLIGATION TO
DO SO, PURCHASE SECURITIES AS PRINCIPAL.
(C)
OFFERS FOR THE