0001193125-11-242682 Sample Contracts

FORM OF SERVICES AGREEMENT among RENTECH NITROGEN PARTNERS, L.P., RENTECH NITROGEN GP, LLC and RENTECH, INC.
Services Agreement • September 8th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This SERVICES AGREEMENT (this “Agreement”), dated as of , 2011, is entered into by and among RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (“MLP”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (“GP”), and RENTECH, INC., a Colorado corporation (“Rentech”, and collectively with MLP and GP, the “Parties” and each, a “Party”).

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FORM OF OMNIBUS AGREEMENT among RENTECH, INC., RENTECH NITROGEN GP, LLC and RENTECH NITROGEN PARTNERS, L.P.
Omnibus Agreement • September 8th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

THIS OMNIBUS AGREEMENT, dated as of , 2011 (the “Closing Date”), is entered into by and among RENTECH, INC., a Colorado corporation (“Rentech”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (the “General Partner”), and RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership” and, collectively with Rentech and the General Partner, the “Parties”, and each, a “Party”).

FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC
Limited Liability Company Agreement • September 8th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware

THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC, dated as of [ ], 2011 is entered into by Rentech Development Corporation, a Colorado corporation (“RDC”), as Sole Member of the Company as of the date hereof.

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