SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P.Limited Partnership Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P., dated as of November 9, 2011, is entered into by and among RENTECH NITROGEN GP, LLC, a Delaware limited liability company, as the General Partner, and RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
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 CORPORATIONContribution, Conveyance and Assignment Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York
This Contribution, Conveyance and Assignment Agreement, dated as of November 9, 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.
SERVICES AGREEMENT among RENTECH NITROGEN PARTNERS, L.P., RENTECH NITROGEN GP, LLC and RENTECH, INC.Services Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York
This SERVICES AGREEMENT (this “Agreement”), dated as of November 9, 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”).
OMNIBUS AGREEMENT among RENTECH, INC., RENTECH NITROGEN GP, LLC and RENTECH NITROGEN PARTNERS, L.P.Omnibus Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York
THIS OMNIBUS AGREEMENT, dated as of November 9, 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”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLCLimited Liability Company Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC, dated as of November 9, 2011, is entered into by Rentech Nitrogen Holdings, Inc., a Delaware corporation (“RNHI”), as Sole Member of the Company as of the date hereof.
15,000,000 Common Units Representing Limited Partner Interests RENTECH NITROGEN PARTNERS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York
