0000950123-09-070598 Sample Contracts

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER
Credit Agreement • December 14th, 2009 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of December 14, 2009, among RENTECH ENERGY MIDWEST CORPORATION, a Delaware corporation (“Borrower”), RENTECH, INC., a Colorado corporation (“Holdings”), the Lenders and the Agents (each as defined below) is entered into in connection with the Credit Agreement referred to in the first recital below.

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RENTECH ENERGY MIDWEST CORPORATION Waiver and Amendment Letter
Credit Agreement • December 14th, 2009 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods

Reference is made to the Amended and Restated Credit Agreement dated as of June 13, 2008, as amended by the First Amendment to Amended and Restated Credit Agreement and Waiver dated as of January 14, 2009 (as in effect on the date hereof, the “Credit Agreement”), among RENTECH ENERGY MIDWEST CORPORATION (the “Borrower”), and Rentech, Inc. (“Holdings”), the lenders from time to time party thereto and Credit Suisse, Cayman Islands Branch (“Credit Suisse” or the “Agents”), as Administrative Agent and Collateral Agent. Each capitalized term used but not defined in this waiver and amendment letter (this “Waiver Letter”) shall have the meaning assigned to it in the Credit Agreement.

AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • December 14th, 2009 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This Amendment (this “Amendment”) is made and entered into as of October 13, 2009, by and among Agrium U.S., a Colorado corporation (“Agrium U.S.”) and a wholly-owned subsidiary of Agrium Inc., a corporation governed by the Canada Business Corporation Act (“Agrium Inc.”), Rentech Development Corporation, a Colorado corporation (“Rentech”) and Rentech Energy Midwest Corporation, a Delaware corporation (“REMC”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Distribution Agreement (as defined below).

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