OMNIBUS AMENDMENT
Exhibit
10.1
THIS
OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of December 7,
2007 (the “Effective Date”) by and between Rentech, Inc., a corporation
incorporated in the USA under provisions of the laws of the state of Colorado,
USA (“Rentech”), Medicine Bow Fuel & Power LLC, a limited liability
corporation organized under provisions of the laws of the state of Delaware
(“Licensee”), and DKRW Advanced Fuels LLC, a limited liability corporation
organized under provisions of the laws of the state of Delaware (“Advanced
Fuels”) in consideration of the following circumstances. Rentech,
Licensee and Advanced Fuels are sometimes referred to in this Amendment
individually as a “Party” and collectively as “Parties.”
A. Rentech
and either Licensee or Advanced Fuels have entered into (i) a License Agreement
dated January 12, 2006, as amended on October 26, 2007, between Rentech and
Licensee (the “Site License Agreement”), (ii) a Project Development
Participation Agreement dated January 12, 2006 between Rentech and Advanced
Fuels (the “Participation Agreement”), (iii) a Master License Agreement dated
January 12, 2006 between Rentech and Advanced Fuels (the “Master License
Agreement”), and (iv) a Xxxxxxx-Tropsch Catalyst Supply Agreement dated June 30,
2007, as amended on October 26, 2007, between Rentech and Licensee (the
“Catalyst Agreement”). (Certain capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Site License
Agreement.)
B. The
Parties concur that as a result of intervening events which have occurred since
the Effective Date, Rentech’s development of its test facility to establish the
Test Conversion Rate and Test Catalyst Consumption Rate pursuant to Section
2.7(b) of the Site License Agreement will occur at a different time than
Licensee’s need for such results in connection with its current plans for
development, design and financing of the Licensed Plant.
C. In
light of Licensee’s and Advanced Fuels’ continued desire to develop and
commercialize Rentech’s technology at the Licensed Plant, and in light of
Rentech’s continued desire to maintain technology development arrangements in
place with Licensee and with Advanced Fuels, the Parties are willing to enter
into this Amendment to express their further agreement with respect to certain
matters set forth in the License Agreement, the Catalyst Agreement, the
Participation Agreement and the Master License Agreement.
NOW,
THEREFORE, in consideration of these circumstances and the following mutual
covenants, premises and agreements, the Parties hereto agree as
follows:
1.
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The
deadline for establishing the Test Conversion Rate and the Test Catalyst
Consumption Rate set forth in Section 2.7(b) of the Site License
Agreement
is hereby extended to June 30, 2009; provided that Licensee may terminate
the Site License Agreement at any time prior to June 30,
2009.
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2.
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Rentech
affirms and agrees that neither methanol nor its derivatives is an
Intermediate Hydrocarbon Product, as such term is defined in the
Site
License Agreement, such derivatives to include but not be limited
to
products produced by methanol to gasoline technologies, and acknowledges
that the use of such products is not a violation of Section 2.2(iv)
of the
Site License Agreement and Section 3 of the Master License
Agreement.
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3.
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To
the extent the Site License Agreement remains in effect, the following
dates therein are hereby modified:
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a.
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The
deadline for Licensee to achieve Financial Close, set forth in Sections
6.1 and 16.6 of the Site License Agreement, is hereby extended to
January
12, 2014.
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b.
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The
deadline to achieve Commercial Operation, set forth in Section 6.1
of the
Site License Agreement, is hereby extended to December 31,
2017.
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4.
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To
the extent the Site License Agreement remains in effect, the following
dates in the Catalyst Supply Agreement are hereby
modified:
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a.
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The
deadline for Rentech to provide basic catalyst handling and storage
guidelines, set forth in Section 4.6 of the Catalyst Supply Agreement,
is
hereby extended by to March 31,
2009.
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b.
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The
deadline for Rentech to enter into a binding catalyst supply agreement
with pricing, to enter into a letter of intent with a second manufacturer,
and to determine the qualifications and the procedure for qualifying
catalyst manufacturers, each as set forth in Section 4.9 of the Catalyst
Supply Agreement, is hereby extended to March 31,
2009.
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c.
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The
deadline for Rentech and Licensee to agree on arrangements with a
mutually
agreeable escrow agent, as set forth in Section 4.10.1 of the Catalyst
Supply Agreement, is hereby extended to March 31,
2009.
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5.
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The
Participation Agreement is hereby terminated, and is of no further
force
and effect. The warrant in the form of Exhibit 1 to the
Participation Agreement, previously entered into by Rentech and Advanced
Fuels, shall not be terminated by this
Amendment.
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6.
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Licensee
agrees to pay Rentech for the engineering expenses payable to Rentech
with
respect to the Licensed Plant, as required by the Technical Services
Agreement dated January 12, 2006, as amended, between Rentech and
Licensee.
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IN
WITNESS WHEREOF, the parties have executed duplicate originals of this Agreement
by their duly authorized representatives or officers as of the date given in
the
introductory paragraph.
RENTECH,
INC.
/s/ Xxxxxxx
Xxxxxxx
Name: Xxxxxxx
Xxxxxxx
Title: Executive
Vice President,
Commercial
Affairs
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MEDICINE
BOW FUEL AND POWER LLC
/s/
Xxxxxx X.
Xxxxx
Name: Xxxxxx
X. Xxxxx
Title: Executive
Officer
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DKRW
ADVANCED FUELS LLC
/s/
Xxxxxx X.
Xxxxx
Name: Xxxxxx
X. Xxxxx
Title: Executive
Officer
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