Exhibit 10.1
AMENDMENT NO. 1 TO LETTER OF INTENT
This AMENDMENT NO. 1 TO LETTER OF INTENT (the "Amendment"), is made
and entered into as of October 28, 2004, by and between XXXXXXX-XXXXX,
INC., a Delaware corporation ("Xxxxxxx"), and RENTECH DEVELOPMENT
CORPORATION, a Colorado corporation ("Rentech").
WHEREAS, Xxxxxxx and Rentech have entered into the letter of intent
dated as of August 5, 2004 (the "Letter of Intent"), in connection with
the acquisition by Rentech of all of the issued and outstanding capital
stock of Xxxxxxx Xxxxx Nitrogen, Inc. Capitalized terms used and not
otherwise defined herein shall have the meaning provided in the Letter
of Intent.
WHEREAS, under its terms, the Letter of Intent provides for an
exclusivity period that expires on November 5, 2004.
WHEREAS, under its terms, the Letter of Intent terminates November
5, 2004 if the parties have not entered into the Definitive Agreements
by such date.
WHEREAS, Xxxxxxx and Rentech desire to extend the exclusivity
period and maintain the effectiveness of the Letter of Intent while
they continue to negotiate the terms of the Definitive Agreements.
NOW, THEREFORE, in consideration of the premises and for other
valuable consideration, and intending to be legally bound hereby, the
parties hereto agree as follows:
Agreement
SECTION 1. Amendment. The Letter of Intent is hereby amended as
follows:
(a) Section 2.8 of the Letter of Intent is hereby amended
by changing the date referenced therein from "November 5, 2004" to
"December 10, 2004."
(b) Section 2.9 of the Letter of Intent is hereby amended by
changing both references therein to the date "November 5, 2004" from
"November 5, 2004" to "December 10, 2004."
SECTION 2. Miscellaneous.
(a) Reaffirmation. Each party hereby acknowledges that
all terms and conditions of the Letter of Intent, as amended hereby,
are and shall remain in full force and effect. This Amendment is
incorporated into the Letter of Intent by reference and shall
constitute a part thereof as if fully set forth therein.
(b) Counterparts; Facsimile Transmission. This Amendment may
be executed simultaneously in several counterparts, each of which shall
be deemed an original but all of which together shall constitute one
and the same instrument. This Amendment may be delivered by facsimile
transmission with the same force and effect as if originally executed
copies of this Amendment were delivered to all parties hereto.
(c) Severability. The invalidity or unenforceability of any
one or more phrases, sentences, clauses or Sections contained in this
Amendment shall not affect the validity or enforceability of the
remaining portions of this Amendment, or any part thereof.
(d) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO CONFLICT OF LAW PRINCIPLES.
IN WITNESS WHEREOF, Xxxxxxx and Rentech have executed and delivered
this Amendment effective as of the date first set forth above.
XXXXXXX-XXXXX, INC.
By: /s/ G. Xxxxxxx Xxxxxxxx
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Name: G. Xxxxxxx Xxxxxxxx
Title: President
RENTECH DEVELOPMENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: XXXXXXX XXXXXXXX
Title: President
Nov. 1st, 2004
