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Exhibit 10.3
EXECUTION VERSION
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended
and restated, supplemented or otherwise modified from time to
time, the “ IP Security
Agreement ”) dated May 30, 2008, is made by
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
”) and each of the Subsidiary Guarantors identified on
the signature pages hereof (such Subsidiary Guarantors,
together with Holdings and the Borrower, are referred to
hereinafter each individually as a “ Grantor
,” and collectively as the “ Grantors
”) in favor of CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as
administrative agent for the Lenders and collateral agent for
the Secured Parties (the “ Agent
”). Defined terms used herein but not
otherwise defined herein shall have the meanings ascribed to
them in the Guarantee Agreement (as defined
below).
WHEREAS,
the Grantors have entered into a Guarantee and Collateral
Agreement, dated as of May 30, 2008 (as amended, amended and
restated, supplemented or otherwise modified from time to
time, the “ Guarantee
Agreement ”), together with Collateral Agent and
the Subsidiaries from time to time party thereto.
WHEREAS,
under the terms of the Guarantee Agreement, the Grantors have
granted to the Collateral Agent, a security interest in, among
other property, certain intellectual property of the Grantors,
and have agreed as a condition thereof to execute this IP
Security Agreement for recording with the U.S. Patent and
Trademark Office, the United States Copyright Office and other
governmental authorities.
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each Grantor
agrees as follows:
SECTION
1. Grant of
Security . Each Grantor hereby grants to the
Collateral Agent, for the ratable benefit of the Secured
Parties, a security interest in all of such Grantor’s
right, title and interest in or to any of the Article 9
Collateral (as defined in the Guarantee Agreement, the “
Collateral
”), including the following Intellectual
Property:
(i) the
patents and patent applications set forth in Schedule A
hereto (the “ Patents
”);
(ii) the
trademark and service mark registrations and applications set
forth in Schedule B hereto (provided that no security
interest shall be granted in United States intent-to-use
trademark applications to the extent that, and solely during
the period in which, the grant of a security interest therein
would impair the validity or enforceability of such
intent-to-use trademark applications under applicable federal
law), together with the goodwill symbolized thereby (the
“ Trademarks
”);
(iii) &n
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