FORM OF SERVICES AGREEMENT among RENTECH NITROGEN PARTNERS, L.P., RENTECH NITROGEN GP, LLC and RENTECH, INC.Services Agreement • October 20th, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Missouri
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2011, is entered into by and among Rentech Nitrogen GP, LLC, a Delaware limited liability company (the “Company”), and Marc E. Wallis (“Executive”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSIGNMENT AGREEMENT among RENTECH, INC., RENTECH DEVELOPMENT CORPORATION, RENTECH NITROGEN HOLDINGS, INC., RENTECH NITROGEN GP, LLC, RENTECH NITROGEN PARTNERS, L.P. and RENTECH ENERGY MIDWEST CORPORATIONConveyance and Assignment Agreement • October 20th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York
This Contribution, Conveyance and Assignment Agreement, dated as of ____________, 2011, is entered into by and among RENTECH, INC., a Colorado Corporation (“Rentech”), RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“RDC”), RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation (“RNHI”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (the “General Partner”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and RENTECH ENERGY MIDWEST CORPORATION, a Delaware corporation (the “Operating Company” and, collectively with Rentech, RDC, RNHI, the General Partner and the Partnership, the “Parties”, and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Section 1.1.
Common Units Representing Limited Partner Interests RENTECH NITROGEN PARTNERS, L.P. FORM OF UNDERWRITING AGREEMENTRentech Nitrogen Partners, L.P. • October 20th, 2011 • Agricultural chemicals • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Credit Suisse Securities (USA) LLC (“Credit Suisse” and, together with Morgan Stanley, the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rentech Nitrogen Partners, L.P., a Delaware limited partnership (the “Partnership”), Rentech Nitrogen GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Rentech Development Corporation, a Colorado corporation (“RDC”), and certain other affiliates of the Partnership (collectively with the Partnership, the General Partner and RDC, the “Rentech Parties”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of common units (the “LP Units”) representing limited partner interests in the Partnership (the “Common Units”).
