AMENDMENT TO SIDE LETTER BETWEEN RENTECH AND GSO
EXHIBIT 10.2
AMENDMENT TO
SIDE LETTER BETWEEN RENTECH AND GSO
To:Rentech, Inc. (“Rentech”)
Rentech Nitrogen Holdings, Inc. (“Holdings”)
DSHC, LLC (“DSHC”)
10880 Wilshire Boulevard, Suite 1101
Los Angeles, CA 90024
From:GSO Capital Partners LP (“GSO”)
345 Park Avenue, 31st floor
New York, NY 10154
Date: January 20, 2017
Dear Sirs:
Reference is made to that Side Letter by and among Rentech, Holdings, DSHC, GSO and the GSO Funds identified therein dated as of April 4, 2016 (the “Side Letter”). All capitalized terms used but not defined herein shall have the meanings set forth in the Side Letter. The parties hereby agree that the section of the Side Letter entitled “Transaction Agreement” which deals with the Board Designation Matters is hereby terminated.
This Amendment to the Side Letter shall only become effective upon the execution and effectiveness of Amendment No. 1 to the GSO Transaction Agreement to the Transaction Agreement effective as of April 1, 2016 by and among CVR Partners, LP, a Delaware limited partnership, Coffeyville Resources, LLC, a Delaware limited liability company, GSO Capital Partners LP, a Delaware limited partnership, and each of the Holders listed on Schedule A thereto. Except as otherwise provided herein, each party confirms and agrees that the Side Letter is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
[Signature Pages Follow]
IN WITNESS WHEREOF this Side Letter has been executed by the parties hereto and is intended to be and is hereby delivered on the date first before written.
GSO CAPITAL PARTNERS LP
By:/s/ Marisa Beeney________
Name: Marisa Beeney
Title: Authorized Signatory
GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD.
GSO SPECIAL SITUATIONS FUND LP
STEAMBOAT CREDIT OPPORTUNITIES MASTER FUND LP
GSO COASTLINE CREDIT PARTNERS LP
GSO CACTUS CREDIT OPPORTUNITIES FUND LP
GSO AIGUILLE DES GRANDS MONTETS FUND II LP
By: GSO Capital Partners LP, as Investment Manager
By:/s/ Marisa Beeney________
Name: Marisa Beeney
Title: Authorized Signatory
GSO SSOMF NITRO BLOCKER LLC
STEAMBOAT NITRO BLOCKER LLC
GSO ADGM II NITRO BLOCKER LLC
By:/s/ Marisa Beeney________
Name: Marisa Beeney
Title: Authorized Signatory
GSO CREDIT-A PARTNERS LP
By: GSO Credit-A Associates LLC, its general partner
By:/s/ Marisa Beeney________
Name: Marisa Beeney
Title: Authorized Signatory
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GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNERS LP
By: GSO Palmetto Opportunistic Associates LLC, its general partner
By:/s/ Marisa Beeney________
Name: Marisa Beeney
Title: Authorized Signatory
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RENTECH, INC.
By:/s/ Colin Morris_________
Name: Colin Morris
Title: SVP & GC
RENTECH NITROGEN HOLDINGS, INC.
By:/s/ Colin Morris_________
Name: Colin Morris
Title: SVP & Secretary
DSHC, LLC
By:/s/ Colin Morris_________
Name: Colin Morris
Title: President
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