INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit
10.3
EXECUTION
VERSION
This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “IP Security
Agreement”) dated May 30, 2008, is made by RENTECH ENERGY MIDWEST
CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Borrower”), RENTECH,
INC., a corporation organized under the laws of the State of Colorado (“Holdings”) and each
of the Subsidiary Guarantors identified on the signature pages hereof (such
Subsidiary Guarantors, together with Holdings and the Borrower, are referred to
hereinafter each individually as a “Grantor,” and
collectively as the “Grantors”) in favor
of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders
and collateral agent for the Secured Parties (the “Agent”). Defined
terms used herein but not otherwise defined herein shall have the meanings
ascribed to them in the Guarantee Agreement (as defined below).
WHEREAS,
the Grantors have entered into a Guarantee and Collateral Agreement, dated as of
May 30, 2008 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the “Guarantee
Agreement”), together with Collateral Agent and the Subsidiaries from
time to time party thereto.
WHEREAS,
under the terms of the Guarantee Agreement, the Grantors have granted to the
Collateral Agent, a security interest in, among other property, certain
intellectual property of the Grantors, and have agreed as a condition thereof to
execute this IP Security Agreement for recording with the U.S. Patent and
Trademark Office, the United States Copyright Office and other governmental
authorities.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each Grantor agrees as follows:
SECTION
1. Grant of
Security. Each Grantor hereby grants to the Collateral Agent,
for the ratable benefit of the Secured Parties, a security interest in all of
such Grantor’s right, title and interest in or to any of the Article 9
Collateral (as defined in the Guarantee Agreement, the “Collateral”),
including the following Intellectual Property:
(i) the
patents and patent applications set forth in Schedule A hereto (the “Patents”);
(ii) the
trademark and service xxxx registrations and applications set forth in
Schedule B hereto (provided that no security interest shall be granted in
United States intent-to-use trademark applications to the extent that, and
solely during the period in which, the grant of a security interest therein
would impair the validity or enforceability of such intent-to-use trademark
applications under applicable federal law), together with the goodwill
symbolized thereby (the “Trademarks”);
(iii) all
registered copyrights, now owned or hereafter acquired by such Grantor,
including, without limitation, the copyright registrations and applications and
exclusive copyright licenses set forth in Schedule C hereto (the “Copyrights”);
(iv) all
reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the foregoing, all rights in the foregoing provided
by international treaties or conventions, all rights corresponding thereto
throughout the world and all other rights of any kind whatsoever of such Grantor
accruing thereunder or pertaining thereto;
(v) any
and all claims for damages and injunctive relief for past, present and future
infringement, dilution, misappropriation, violation, misuse or breach with
respect to any of the foregoing, with the right, but not the obligation, to xxx
for and collect, or otherwise recover, such damages; and
(vi) any
and all proceeds of, collateral for, income, royalties and other payments now or
hereafter due and payable with respect to, and supporting obligations relating
to, any and all of the Collateral of or arising from any of the
foregoing.
SECTION
2. Security
for Obligations. The grant of a security interest in, the
Collateral by each Grantor under this IP Security Agreement secures the payment
or performance, as the case may be, of all Obligations of such Grantor now or
hereafter existing under or in respect of the Loan Documents, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.
SECTION
3. Recordation. Each
Grantor authorizes and requests that the Register of Copyrights, the
Commissioner for Patents and the Commissioner for Trademarks and any other
applicable government officer record this IP Security Agreement.
SECTION
4. Execution in
Counterparts. This IP Security Agreement may be executed in
any number of 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.
SECTION
5. Grants,
Rights and Remedies. This IP Security Agreement has been
entered into in conjunction with the provisions of the
Agreement. Each Grantor does hereby acknowledge and confirm that the
grant of the security interest hereunder to, and the rights and remedies of, the
Agent with respect to the Collateral are more fully set forth in the Guarantee
and Collateral Agreement, the terms and provisions of which are incorporated
herein by reference as if fully set forth herein and, in the event of any
conflict between this IP Security Agreement and the Guarantee and Collateral
Agreement, the Guarantee and Collateral Agreement shall control.
SECTION
6. Governing
Law. This IP Security Agreement shall be governed by, and
construed in accordance with, the laws of the State of New
York.
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IN
WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.
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RENTECH
ENERGY MIDWEST CORPORATION
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
Address
for Notices:
_______________________________________
_______________________________________
_______________________________________
RENTECH,
INC.
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
CFO
Address
for Notices:
_______________________________________
_______________________________________
_______________________________________
RENTECH
DEVELOPMENT CORPORATION
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
Address
for Notices:
_______________________________________
_______________________________________
_______________________________________
RENTECH
SERVICES CORPORATION
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
Address
for Notices:
_______________________________________
_______________________________________
_______________________________________
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RENTECH
ENERGY TECHNOLOGY CENTER, LLC
By:
/s/ Xxxxxxx
Xxxx
Name:
Xxxxxxx Xxxx
Title:
Address
for Notices:
_______________________________________
_______________________________________
_______________________________________
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