Common use of Amounts and Terms of the Loans Clause in Contracts

Amounts and Terms of the Loans. 17 2.01 Treatment of Loan and Commitments on Second Restatement Date 17 2.02 [Intentionally Omitted] 18 2.03 Repayment of Loans 18 2.04 Interest. 18 2.05 Voluntary and Mandatory Prepayments of Loans. 19 2.06 Fees. 20 2.07 Increased Costs. 20 2.08 Taxes 21 2.09 Illegality 26 2.10 Compensation for Losses 26 2.11 Evidence of Debt. 26 2.12 Payments and Computations. 27 2.13 Administrative Agent’s Clawback 28 2.14 Sharing of Payments by Lenders 28 2.15 Restricted Transactions; No-Rehypothecation. 29 2.16 Release of Collateral Shares 29 ARTICLE III. CONDITIONS PRECEDENT 30 3.01 Conditions Precedent to the Second Restatement Date 30 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 33 4.01 Representations and Warranties of Borrower 33 ARTICLE V. COVENANTS OF BORROWER 37 5.01 Affirmative Covenants 37 5.02 Negative Covenants 40 ARTICLE VI. EVENTS OF DEFAULT 42 6.01 Events of Default 42 ARTICLE VII. ADMINISTRATIVE AGENT 44 7.01 Appointment and Authority 45 7.02 Rights as a Lender 45 7.03 Exculpatory Provisions 45 7.04 Reliance by Administrative Agents 46 7.05 Delegation of Duties 46 7.06 Resignation of Administrative Agent 46 7.07 Non-Reliance on Administrative Agent and Other Lenders 47 7.08 No Other Duties 47 7.09 Administrative Agent May File Proofs of Claim 47 ARTICLE VIII. MISCELLANEOUS 48 8.01 Amendments, Etc. 48 8.02 Notices; Effectiveness; Electronic Communications 49 8.03 No Waiver; Remedies 51 8.04 Costs and Expenses; Indemnification; Damage Waiver 51 8.05 Payments Set Aside 52 8.06 Assignments and Participations 53 8.07 Governing Law; Submission to Jurisdiction 55 8.08 Severability 56 8.09 Counterparts; Integration; Effectiveness; Electronic Execution; Securities Contract 56 8.10 Survival of Representations 56 8.11 Interest Rate Limitation 57 8.12 Confidentiality 57 8.13 No Advisory or Fiduciary Relationship 58 8.14 Right of Setoff 58 8.15 Headings Descriptive 58 8.16 USA PATRIOT Act Notice 58 8.17 Entire Agreement 59 SCHEDULES Schedule I Lender Information EXHIBITS Exhibit A Form of Amended and Restated Guaranty Agreement Exhibit B Form of Assignment and Assumption Agreement Exhibit C-1 Form of U.S. Tax Compliance Certificate Exhibit C-2 Form of U.S. Tax Compliance Certificate Exhibit C-3 Form of U.S. Tax Compliance Certificate Exhibit C-4 Form of U.S. Tax Compliance Certificate Exhibit D Form of Instruction Letter SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT This SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of April 1, 2016, among RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation (“Borrower”), the Lenders (defined below), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent. Borrower is party to the Existing Restated Credit Agreement (as defined below) with the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent; Borrower, the Lenders and Administrative Agent have, subject to the terms and conditions set forth herein, agreed to amend and restate the Existing Restated Credit Agreement as provided in this Agreement; It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Restated Credit Agreement or evidence repayment of any such obligations and liabilities (except as expressly provided herein) and that this Agreement amend and restate in its entirety the Existing Restated Credit Agreement and re-evidence the obligations of Borrower outstanding thereunder; In consideration of the above premises, Borrower, each Lender and Administrative Agent agree that on the Second Restatement Date (as defined below) the Existing Restated Credit Agreement shall be amended and restated in its entirety as follows:

Amounts and Terms of the Loans. 17 2.01 Treatment of Loan and Commitments on Second Restatement Date 17 2.02 [Intentionally Omitted] 18 2.03 23 SECTION 2.01. The Loans 23 SECTION 2.02. Making the Loans 24 SECTION 2.03. Fees 25 SECTION 2.04. Repayment of Loans 18 2.04 Interest25 SECTION 2.05. 18 2.05 Voluntary and Mandatory Interest on Loans 25 SECTION 2.06. Interest Rate Determination 26 SECTION 2.07. Optional Conversion of Loans 27 SECTION 2.08. Prepayments of LoansLoans 27 SECTION 2.09. 19 2.06 FeesIncreased Costs 28 SECTION 2.10. 20 2.07 Increased CostsIllegality 29 SECTION 2.11. 20 2.08 Payments and Computations 29 SECTION 2.12. Taxes 21 2.09 Illegality 26 2.10 Compensation for Losses 26 2.11 30 SECTION 2.13. Sharing of Payments, Etc 34 SECTION 2.14. Evidence of DebtDebt 34 SECTION 2.15. 26 2.12 Payments and ComputationsUse of Proceeds 35 SECTION 2.16. 27 2.13 Administrative Agent’s Clawback 28 2.14 Sharing Defaulting Lenders 35 SECTION 2.17. Replacement of Payments by Certain Lenders 28 2.15 Restricted Transactions; No-Rehypothecation35 SECTION 2.18. 29 2.16 Release of Collateral Shares 29 ARTICLE III. CONDITIONS PRECEDENT 30 3.01 Failure to Satisfy Conditions Precedent 35 SECTION 2.19. Obligations of Lenders Several 35 SECTION 2.20. Priority and Liens 36 SECTION 2.21. No Discharge; Survival of Claims 37 SECTION 2.22. Conversion to the Second Restatement Date 30 Exit Facility 37 ARTICLE IVIII CONDITIONS TO EFFECTIVENESS AND LENDING 37 SECTION 3.01. Conditions Precedent 37 SECTION 3.02. Determinations Under this Agreement 41 ARTICLE IV REPRESENTATIONS AND WARRANTIES 33 4.01 41 SECTION 4.01. Representations and Warranties of Borrower 33 the Company 41 ARTICLE V. V COVENANTS OF BORROWER 37 5.01 THE COMPANY 46 SECTION 5.01. Affirmative Covenants 37 5.02 46 SECTION 5.02. Negative Covenants 40 53 SECTION 5.03. Financial Covenants 60 ARTICLE VI. VI EVENTS OF DEFAULT 42 6.01 61 SECTION 6.01. Events of Default 42 61 SECTION 6.02. Application of Funds; Intercreditor Provisions 66 ARTICLE VIIVII GUARANTY 67 SECTION 7.01. ADMINISTRATIVE Guaranty; Limitation of Liability 67 SECTION 7.02. Guaranty Absolute 68 SECTION 7.03. Waivers and Acknowledgments 69 SECTION 7.04. Subrogation 69 SECTION 7.05. Guaranty Supplements 70 SECTION 7.06. Subordination 70 SECTION 7.07. Continuing Guaranty; Assignments 71 ARTICLE VIII THE AGENT 44 7.01 Appointment 71 SECTION 8.01. Authorization and Authority 45 7.02 Rights as a Lender 45 7.03 Action 71 SECTION 8.02. Agent Individually 71 SECTION 8.03. Duties of Agent; Exculpatory Provisions 45 7.04 72 SECTION 8.04. Reliance by Administrative Agents 46 7.05 Agent 73 SECTION 8.05. Indemnification 74 SECTION 8.06. Delegation of Duties 46 7.06 74 SECTION 8.07. Resignation of Administrative Agent 46 7.07 74 SECTION 8.08. Non-Reliance on Administrative Agent and Other Lenders 47 7.08 No Other Duties 47 7.09 Administrative 75 SECTION 8.09. Agent May File Proofs of Claim 47 76 SECTION 8.10. Intercreditor Agreement 76 ARTICLE VIIIIX MISCELLANEOUS 76 SECTION 9.01. MISCELLANEOUS 48 8.01 Amendments, EtcWaivers 76 SECTION 9.02. 48 8.02 Notices; Effectiveness; Electronic Communications 49 8.03 , Etc 77 SECTION 9.03. No Waiver; Remedies 51 8.04 79 SECTION 9.04. Costs and Expenses; Indemnification; Damage Waiver 51 8.05 Expenses 79 SECTION 9.05. Payments Set Aside 52 8.06 81 SECTION 9.06. Right of Set-off 81 SECTION 9.07. Binding Effect 82 SECTION 9.08. Assignments and Participations 53 8.07 Governing Law; Submission to Jurisdiction 55 8.08 Severability 56 8.09 Counterparts; Integration; Effectiveness; Electronic Execution; Securities Contract 56 8.10 82 SECTION 9.09. Confidentiality 85 SECTION 9.10. Execution in Counterparts 86 SECTION 9.11. Survival of Representations 56 8.11 Interest Rate Limitation 57 8.12 Confidentiality 57 8.13 No Advisory or Fiduciary Relationship 58 8.14 Right of Setoff 58 8.15 Headings Descriptive 58 8.16 USA and Warranties 86 SECTION 9.12. Severability 86 SECTION 9.13. Jurisdiction 86 SECTION 9.14. PATRIOT Act Notice 58 8.17 Entire Agreement 59 SCHEDULES 87 SECTION 9.15. Release of Collateral; Termination of Loan Documents 87 SECTION 9.16. Judgment Currency 88 SECTION 9.17. No Fiduciary Duty 88 SECTION 9.18. Electronic Execution of Assignments and Certain Other Documents 89 Schedules Exhibits Schedule I Lender Information EXHIBITS - Commitments and Junior Loan Allocation Schedule II - Subsidiary Guarantors and Material Subsidiaries Schedule 1.01(a) - Existing Secured Agreements Schedule 1.01(b) - Other Existing Letters of Credit Schedule 4.01(f) - Certain Proceedings Schedule 4.01(j)(vii) - U.K. Pension Scheme Obligations Schedule 4.01(m) - Material Real Properties Schedule 4.01(q) - Deposit Accounts Schedule 5.01(k) - Foreign Security Interests Schedule 5.01(o) - Post-Closing Obligations Schedule 5.02(a) - Existing Liens Schedule 5.02(d) - Existing Debt Schedule 5.02(e) - Permitted Asset Sales Schedule 5.02(i)(iii) - Existing Intercompany Investments Schedule 5.02(l) - Certain Restrictions Schedule 5.02(o) - Sale Leaseback Transactions Schedule 5.03(a) - Adjustments to Minimum Consolidated Adjusted EBITDA Schedule 6.01(f) - Judgments Schedule 9.02 - Agent’s Office; Certain Address for Notices Exhibit A A-1 - Form of Amended and Restated Guaranty Agreement Term Note Exhibit A-2 - Form of Junior Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Assumption Acceptance Exhibit D - Form of Security Agreement Exhibit C-1 E - Forms of Opinion Exhibit F - Form of U.S. Tax Compliance Certificate Guaranty Supplement Exhibit C-2 G - Exit Loan Agreement Exhibit H - Form of U.S. Tax Compliance Certificate 13 Week Projection Exhibit C-3 I - Form of U.S. Tax Compliance Certificate Intercreditor Agreement Exhibit C-4 Form of U.S. Tax Compliance Certificate Exhibit D Form of Instruction Letter SECOND AMENDED AND RESTATED TERM J - DIP Order DEBTOR-IN-POSSESSION LOAN CREDIT AGREEMENT This SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of April 1[ ], 20162013, among RENTECH NITROGEN HOLDINGS, INC.XXXXXXX KODAK COMPANY, a Delaware New Jersey corporation and a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy ode (the “BorrowerCompany”), the Lenders U.S. Subsidiaries of the Company party hereto, each a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Guarantors, the banks, financial institutions and other institutional lenders from time to time party hereto (defined belowthe “Lenders”), and CREDIT SUISSE AGWilmington Trust, CAYMAN ISLANDS BRANCH, as Administrative Agent. Borrower is party to the Existing Restated Credit Agreement (as defined below) with the lenders party thereto and Credit Suisse AG, Cayman Islands BranchNational Association, as administrative agent; Borroweragent and collateral agent for the Lenders. INTRODUCTORY STATEMENT On January 19, 2012 (the “Petition Date”), the Company (such term and each other capitalized term used but not otherwise defined herein having the meaning assigned to it in Section 1.01) and each of the U.S. Subsidiary Guarantors (collectively, the “Debtors”) filed voluntary petitions with the Bankruptcy Court initiating their respective cases that are pending under Chapter 11 of the Bankruptcy Code (the cases of the Company and the U.S. Subsidiary Guarantors, each a “Case” and collectively, the “Cases”) and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Company has requested that the Lenders provide term loan facilities in an aggregate principal amount not to exceed $[848,200,000] (the “Facilities”), consisting of (i) first lien term loans in the aggregate principal amount of $[473,200,000] and Administrative Agent have(ii) second lien term loans in the aggregate principal amount of up to $375,000,000 deemed made hereunder in exchange for Existing Second Lien Debt. All of the Company’s obligations under the Facilities are to be guaranteed by the U.S. Subsidiary Guarantors. The Lenders are willing to extend or continue, as the case may be, such credit to the Company on the terms and subject to the terms and conditions set forth herein, agreed . The respective priorities of the Facilities with respect to amend and restate the Existing Restated Credit Agreement Collateral of the Debtors shall be as provided set forth in this Agreement; It is , in the intent DI in the Intercreditor Agreement. Order, upon entry thereof by the Bankruptcy Court, and All of the claims and the Liens granted under the DIP Order and the Loan Documents by the Debtors to the Agent and the Lenders in respect of the Facilities shall be subject to the Carve-Out and to the Intercreditor Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Restated Credit Agreement or evidence repayment of any such obligations and liabilities (except as expressly provided herein) and that this Agreement amend and restate in its entirety the Existing Restated Credit Agreement and re-evidence the obligations of Borrower outstanding thereunder; In consideration of the above premises, Borrower, each Lender and Administrative Agent hereby agree that on the Second Restatement Date (as defined below) the Existing Restated Credit Agreement shall be amended and restated in its entirety as follows:

Amounts and Terms of the Loans. 16 Section 2.1 The Term Loans 16 Section 2.2 Making the Loans 16 Section 2.3 Repayment 16 Section 2.4 Prepayments 17 2.01 Treatment Section 2.5 Interest 17 Section 2.6 Payments and Computations 17 Section 2.7 Application of Loan and Commitments on Second Restatement Date Payments 17 2.02 [Intentionally Omitted] Section 2.8 Taxes 18 2.03 Repayment Section 2.9 Conversion of Term Loans 18 2.04 Interest. ARTICLE III CONDITIONS OF LENDING 18 2.05 Voluntary and Mandatory Prepayments of Loans. 19 2.06 Fees. 20 2.07 Increased Costs. 20 2.08 Taxes 21 2.09 Illegality 26 2.10 Compensation for Losses 26 2.11 Evidence of Debt. 26 2.12 Payments and Computations. 27 2.13 Administrative Agent’s Clawback 28 2.14 Sharing of Payments by Lenders 28 2.15 Restricted Transactions; No-Rehypothecation. 29 2.16 Release of Collateral Shares 29 ARTICLE III. CONDITIONS PRECEDENT 30 3.01 Section 3.1 Conditions Precedent to the Second Restatement Date 30 Initial Loans under Tranche A Commitment 18 Section 3.2 Condition Precedent to Loans Under Tranche B Commitment 20 Section 3.3 Conditions Precedent to Each Loan 21 ARTICLE IV. IV REPRESENTATIONS AND WARRANTIES 33 4.01 Representations and Warranties 21 Section 4.1 Corporate Existence; Compliance with Law 21 Section 4.2 Corporate Power; Authorization; Enforceable Obligations 22 Section 4.3 Ownership of Subsidiaries 23 Section 4.4 Secured, Super Priority Obligations 23 Section 4.5 Use of Proceeds 24 Section 4.6 Intellectual Property 24 Section 4.7 Pledged Collateral 24 ARTICLE V AFFIRMATIVE COVENANTS 25 Section 5.1 Compliance with Laws, Etc 25 TABLE OF CONTENTS (continued) Page Section 5.2 Maintenance of Existence 25 Section 5.3 Access 25 Section 5.4 Keeping of Books 26 Section 5.5 Use of Proceeds 26 Section 5.6 Further Assurances 26 Section 5.7 Interim Operations of New Globalstar 26 Section 5.8 Secured Indebtedness 26 ARTICLE VI NEGATIVE COVENANTS 26 Section 6.1 Liens, Etc 26 Section 6.2 Indebtedness 27 Section 6.3 Mergers, Sale of Assets. Etc 27 Section 6.4 Investments 27 Section 6.5 Restricted Payments 28 Section 6.6 Transactions With Affiliates 28 Section 6.7 Capital Expenditures 28 Section 6.8 Amendment of Charter or Bylaws 28 ARTICLE VII TERMINATION 28 Section 7.1 Termination; Acceleration 28 Section 7.2 Standstill Period; Exercise of Remedies 29 Section 7.3 Commitment Fee 29 Section 7.4 Borrower 33 Termination Event 29 Section 7.5 QUALCOMM Related Termination Event 29 Section 7.6 Other Termination 30 ARTICLE V. COVENANTS VIII GUARANTY 30 Section 8.1 The Guaranty 30 Section 8.2 Nature of Liability 30 Section 8.3 Independent Obligation 30 Section 8.4 Authorization 31 Section 8.5 Reliance 31 Section 8.6 Subordination 31 TABLE OF BORROWER 37 5.01 Affirmative CONTENTS (continued) Page Section 8.7 Waiver 32 ARTICLE IX SECURITY 32 Section 9.1 Security 32 Section 9.2 Perfection of Security Interests 34 Section 9.3 Rights of Lender; Limitations on Lender’s Obligations 34 Section 9.4 Covenants 37 5.02 Negative Covenants 40 of the Grantors with Respect to Collateral 35 Section 9.5 Performance by Lender of the Grantors’ Obligations 38 Section 9.6 Limitation on Lender’s Duty in Respect of Collateral 39 Section 9.7 Remedies, Rights Upon Lender Termination Event 39 Section 9.8 The Lender’s Appointment as Attorney-in-Fact 41 Section 9.9 FCC-Related Requirements of Law 43 ARTICLE VI. EVENTS OF DEFAULT 42 6.01 Events of Default 42 ARTICLE VII. ADMINISTRATIVE AGENT 44 7.01 Appointment and Authority 45 7.02 Rights as a Lender 45 7.03 Exculpatory Provisions 45 7.04 Reliance by Administrative Agents 46 7.05 Delegation of Duties 46 7.06 Resignation of Administrative Agent 46 7.07 Non-Reliance on Administrative Agent and Other Lenders 47 7.08 No Other Duties 47 7.09 Administrative Agent May File Proofs of Claim 47 ARTICLE VIII. X MISCELLANEOUS 48 8.01 43 Section 10.1 Amendments, Etc. 48 8.02 Etc 43 Section 10.2 Notices; Effectiveness; Electronic Communications 49 8.03 , Etc 43 Section 10.3 No Waiver; Remedies 51 8.04 Costs and 44 Section 10.4 Costs; Expenses; Indemnification; Damage Waiver 51 8.05 Payments Set Aside 52 8.06 Assignments and Participations 53 8.07 Governing Law; Submission to Jurisdiction 55 8.08 Severability 56 8.09 Counterparts; Integration; Effectiveness; Electronic Execution; Securities Contract 56 8.10 Survival of Representations 56 8.11 Interest Rate Limitation 57 8.12 Confidentiality 57 8.13 No Advisory or Fiduciary Relationship 58 8.14 Indemnities 44 Section 10.5 Right of Setoff 58 8.15 Headings Descriptive 58 8.16 USA PATRIOT Act Notice 58 8.17 Set-off 45 Section 10.6 Binding Effect 45 Section 10.7 Governing Law 45 Section 10.8 Section Titles 45 Section 10.9 Execution in Counterparts 45 Section 10.10 Entire Agreement 59 SCHEDULES Schedule I Lender Information EXHIBITS Exhibit A Form 45 Section 10.11 Confidentiality 46 Section 10.12 Jurisdiction 46 Section 10.13 Waiver of Amended and Restated Guaranty Agreement Exhibit B Form of Jury Trial 46 Section 10.14 Non-Assignment and Assumption Agreement Exhibit C-1 Form of U.S. Tax Compliance Certificate Exhibit C-2 Form of U.S. Tax Compliance Certificate Exhibit C-3 Form of U.S. Tax Compliance Certificate Exhibit C-4 Form of U.S. Tax Compliance Certificate Exhibit D Form of Instruction Letter SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT This SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of April 1, 2016, among RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation (“Borrower”), the Lenders (defined below), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent. Borrower is party to the Existing Restated Credit Agreement (as defined below) with the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent; Borrower, the Lenders and Administrative Agent have, subject to the terms and conditions set forth herein, agreed to amend and restate the Existing Restated Credit Agreement as provided in this Agreement; It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Restated Credit Agreement or evidence repayment of any such obligations and liabilities (except as expressly provided herein) and that this Agreement amend and restate in its entirety the Existing Restated Credit Agreement and re-evidence the obligations of Borrower outstanding thereunder; In consideration of the above premises, Borrower, each Lender and Administrative Agent agree that on the Second Restatement Date (as defined below) the Existing Restated Credit Agreement shall be amended and restated in its entirety as follows:46

Amounts and Terms of the Loans. 14 Section 2.01. The Loans 14 Section 2.02. Making the Loans 14 Section 2.03. [Reserved] 14 Section 2.04. [Reserved] 14 Section 2.05. Borrowings; Loans; Termination of Eurodollar Rate Loans 14 Section 2.06. Conversions and Continuations of Borrowings 17 2.01 Treatment Section 2.07. Optional Termination and Reduction of Loan and the Commitments on Second Restatement Date 17 2.02 [Intentionally Omitted] 18 2.03 Section 2.08. Repayment of Loans 18 2.04 InterestSection 2.09. 18 2.05 Voluntary Interest on Loans 19 Section 2.10. Interest Rate Determination 20 Section 2.11. Commitment Fee 20 Section 2.12. Payments; Computations; Interest on Overdue Amounts 20 Section 2.13. Consequential Losses on Eurodollar Rate Loans 21 Section 2.14. Increased Costs 21 Section 2.15. Replacement of Banks 22 Section 2.16. Illegality 23 Section 2.17. Taxes 23 Section 2.18. Payments Pro Rata 24 ARTICLE III CONDITIONS 25 Section 3.01. Conditions Precedent to Effectiveness 25 Section 3.02. Conditions Precedent to Each Borrowing 26 Section 3.03. Administrative Agent 26 ARTICLE IV GUARANTY 27 Section 4.01. Guaranty 27 Section 4.02. Payment 27 Section 4.03. Waiver 27 Section 4.04. Acknowledgments and Mandatory Prepayments Representations 27 Section 4.05. Subordination 28 Section 4.06. Guaranty Absolute 28 Section 4.07. No Waiver; Remedies 28 Section 4.08. Continuing Guaranty 28 Section 4.09. Limitation 29 Section 4.10. Effect of Bankruptcy 29 ARTICLE V REPRESENTATIONS AND WARRANTIES 29 Section 5.01. Corporate Existence 29 Section 5.02. Corporate Power 29 Section 5.03. Enforceable Obligations 30 Section 5.04. Financial Statements 30 Section 5.05. Litigation 30 Section 5.06. Margin Stock; Use of Proceeds 30 Section 5.07. Investment Company Act 31 Section 5.08. ERISA 31 Section 5.09. Taxes 31 Section 5.10. Environmental Condition 31 ARTICLE VI AFFIRMATIVE COVENANTS 32 Section 6.01. Compliance with Laws, Etc. 32 Section 6.02. Reporting Requirements 32 Section 6.03. Use of Proceeds 33 Section 6.04. Maintenance of Insurance 33 Section 6.05. Preservation of Corporate Existence, Etc. 33 Section 6.06. Payment of Taxes, Etc. 34 Section 6.07. Visitation Rights 34 Section 6.08. Compliance with ERISA and the Code 34 ARTICLE VII NEGATIVE COVENANTS 34 Section 7.01. Financial Covenants 34 Section 7.02. Negative Pledge 35 Section 7.03. Merger and Sale of Assets 35 Section 7.04. Agreements to Restrict Dividends and Certain Transfers 35 Section 7.05. Transactions with Affiliates 35 Section 7.06. Change of Business 36 Section 7.07. Limitation on Loans, Advances and Investments 36 Section 7.08. 19 2.06 FeesMaintenance of Books and Records 36 Section 7.09. 20 2.07 Increased CostsDebt 36 ARTICLE VIII EVENTS OF DEFAULT 37 Section 8.01. 20 2.08 Taxes 21 2.09 Illegality 26 2.10 Compensation for Losses 26 2.11 Evidence Events of DebtDefault 37 ARTICLE IX THE ADMINISTRATIVE AGENT 39 Section 9.01. 26 2.12 Payments Authorization and ComputationsAction 39 Section 9.02. 27 2.13 Administrative Agent’s Clawback 28 2.14 Sharing of Payments by Lenders 28 2.15 Restricted Transactions; No-RehypothecationReliance, Etc. 29 2.16 Release of Collateral Shares 29 ARTICLE III39 Section 9.03. CONDITIONS PRECEDENT 30 3.01 Conditions Precedent to the Second Restatement Date 30 ARTICLE IVDefaults 39 Section 9.04. REPRESENTATIONS AND WARRANTIES 33 4.01 Representations Citibank and Warranties of Borrower 33 ARTICLE V. COVENANTS OF BORROWER 37 5.01 Affirmative Covenants 37 5.02 Negative Covenants Affiliates 40 ARTICLE VISection 9.05. EVENTS OF DEFAULT 42 6.01 Events of Default 42 ARTICLE VIIBank Credit Decision 40 Section 9.06. ADMINISTRATIVE AGENT 44 7.01 Appointment and Authority 45 7.02 Rights as a Lender 45 7.03 Exculpatory Provisions 45 7.04 Reliance by Administrative Agents 46 7.05 Delegation of Duties 46 7.06 Resignation of Successor Administrative Agent 46 7.07 Non-Reliance on Administrative Agent 40 Section 9.07. Joint Lead Arrangers and Other Lenders 47 7.08 No Other Duties 47 7.09 Administrative Agent May File Proofs of Claim 47 Bookrunners 41 Section 9.08. INDEMNIFICATION 41 ARTICLE VIIIX MISCELLANEOUS 41 Section 10.01. MISCELLANEOUS 48 8.01 Amendments, Etc. 48 8.02 41 Section 10.02. Notices; Effectiveness; Electronic Communications 49 8.03 , Etc. 42 Section 10.03. No Waiver; Remedies 51 8.04 Costs 43 Section 10.04. Costs, Expenses and Expenses; Indemnification; Damage Waiver 51 8.05 Payments Set Aside 52 8.06 Taxes 44 Section 10.05. Right of Set-off 44 Section 10.06. Bank Assignments and Participations 53 8.07 45 Section 10.07. Governing Law; Submission to Jurisdiction 55 8.08 Severability 56 8.09 Counterparts; Integration; Effectiveness; Electronic Execution; Securities Contract 56 8.10 Law 46 Section 10.08. Interest 47 Section 10.09. Execution in Counterparts 48 Section 10.10. Survival of Agreements, Representations 56 8.11 Interest Rate Limitation 57 8.12 and Warranties, Etc. 48 Section 10.11. The Borrower’s Right to Apply Deposits 48 Section 10.12. Confidentiality 57 8.13 No Advisory or Fiduciary Relationship 58 8.14 Right of Setoff 58 8.15 Headings Descriptive 58 8.16 48 Section 10.13. Binding Effect 49 Section 10.14. ENTIRE AGREEMENT 49 Section 10.15. USA PATRIOT Act Notice 58 8.17 Entire Agreement 59 SCHEDULES Schedule I Lender Information EXHIBITS Exhibit ACT 49 EXHIBITS: A Form of Amended and Restated Guaranty Agreement Exhibit Note B Form of Notice of Borrowing C Form of Assignment D Form of Opinion of Counsel for the Borrower and Assumption Agreement Exhibit C-1 the Guarantor E Form of Opinion of Special Counsel to the Administrative Agent F Form of U.S. Tax Compliance Certificate Exhibit C-2 Form of U.S. Tax Compliance Certificate Exhibit C-3 Form of U.S. Tax Compliance Certificate Exhibit C-4 Form of U.S. Tax Compliance Certificate Exhibit D Form of Instruction Letter SECOND AMENDED AND RESTATED TERM SCHEDULES: Schedule I - Bank and Administrative Agent Addresses Schedule II - Borrower and Guarantor Addresses Schedule III - Permitted Liens Schedule IV - Agreements Restricting Dividends and Certain Transfers Schedule V - GAAP Exceptions Schedule VI - Investments Schedule VII - Permitted Debt BRIDGE LOAN CREDIT AGREEMENT This SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT(this “Agreement”), dated as of April 1August 28, 20162006, by and among RENTECH NITROGEN HOLDINGSXXXXXXX INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), XXXXXXX RESTAURANT CORPORATION, a Delaware corporation (the Lenders “Guarantor”), the financial institutions listed on the signature pages hereof (defined belowindividually, a “Bank” and collectively, the “Banks”), and CREDIT SUISSE AGCITIBANK, CAYMAN ISLANDS BRANCH, as Administrative Agent. Borrower is party to the Existing Restated Credit Agreement (as defined below) with the lenders party thereto and Credit Suisse AG, Cayman Islands BranchN.A., as administrative agent; Borroweragent (in such capacity, the Lenders “Administrative Agent”) for the Banks hereunder. The Borrower has requested that the Banks make loans to it in an aggregate principal amount not exceeding $400,000,000 for the general corporate purposes of the Borrower and Administrative Agent haveto finance the purchase by the Borrower of its shares, and the Banks are prepared to make such loans upon and subject to the terms and conditions set forth hereinhereof. Accordingly, agreed to amend and restate the Existing Restated Credit Agreement as provided in this Agreement; It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Restated Credit Agreement or evidence repayment of any such obligations and liabilities (except as expressly provided herein) and that this Agreement amend and restate in its entirety the Existing Restated Credit Agreement and re-evidence the obligations of Borrower outstanding thereunder; In consideration of the above premises, Borrower, each Lender and Administrative Agent agree that on the Second Restatement Date (as defined below) the Existing Restated Credit Agreement shall be amended and restated in its entirety as follows: