0001019687-08-002765 Sample Contracts

REAFFIRMATION AND AMENDMENT AGREEMENT
Reaffirmation and Amendment Agreement • June 19th, 2008 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

THIS REAFFIRMATION AND AMENDMENT AGREEMENT dated as of June 13, 2008 (this “Agreement”), is made among 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”), the Subsidiaries of Holdings (other than the Borrower) identified on the signature pages hereto (the “Subsidiary Guarantors”) and CREDIT SUISSE, Cayman Islands Branch, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 13, 2008, among RENTECH ENERGY MIDWEST CORPORATION, as Borrower, RENTECH, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent
Credit Agreement • June 19th, 2008 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

The Borrower entered into that certain Credit Agreement dated as of May 30, 2008 by and among the Borrower, Holdings, certain financial institutions party thereto, as lenders, and the Administrative and Collateral Agent (the “Original Credit Agreement”) pursuant to which the Borrower had the ability to borrow up to $26,500,000 in term loans from the lenders thereunder.

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