ANSCHUTZ
INVESTMENT COMPANY
000 XXXXXXXXXXX XXXXXX X XXXXX 0000 X XXXXXX, XXXXXXXX 00000 O 000-000-0000
O FAX 000-000-0000
EXHIBIT 10.4
March 21, 2000
Rentech, Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxx, Vice President & COO
Re: Transactions among Rentech, Inc., Anschutz Investment Company
and Forest Oil Company
Dear Xx. Xxxx:
Reference is made to the Purchase Agreement (the "Purchase Agreement"),
dated as of March 18, 2000, between Anschutz Investment Company ("Anschutz") and
Rentech, Inc. (the "Company"); the Option to Purchase Shares of Common Stock of
the Company, dated as of March 18, 2000, by and between Anschutz and the
Company, which option expires on December 31, 2001 (the "2001 Option"); the
Option to Purchase Shares of Common Stock of the Company, dated as of March 18,
2000, by and between Anschutz and the Company, which option expires on December
31, 2004 (the "2004 Option" and together with the 2001 Option, the "Options"));
and the Registration Rights Agreement (the "Registration Rights Agreement"),
dated as of March 18, 2000, by and among the Company, Forest Oil Company and
Anschutz. The Purchase Agreement, the Options and the Registrations Rights
Agreement are referred to herein as the "Agreements."
We hereby notify you that we have assigned to A.C.E. Investment
Partnership, a Colorado general partnership ("A.C.E."), certain rights, and
A.C.E. has assumed certain obligations, under the Agreements. We have assigned
and A.C.E. has assumed all obligations with respect to, (a) the right to
purchase 61,250 shares of the Company's common stock pursuant to the terms of
the Purchase Agreement, (b) the right to purchase 122,500 shares of the
Company's common stock pursuant to the terms of the 2001 Option, (c) the right
to purchase 61,250 shares of the Company's common stock pursuant to the terms of
the 2004 Option and (d) the registration rights described in the Registration
Rights Agreement with respect to the shares of common stock described in clauses
(a) through (c).
In light of the foregoing, we have enclosed the Options and ask that
you deliver to us (i) two new 2001 Options reflecting our right to purchase
1,877,500 shares of the Company's common stock and the right of A.C.E. to
purchase 122,500 shares of the Company's common stock and (ii) two new 2004
Options reflecting our right to purchase 938,750 shares of the Company's common
stock and the right of A.C.E. to purchase 61,250 shares of the Company's common
stock. We will deliver the appropriate options to A.C.E. upon receipt thereof.
Rentech, Inc.
March 21, 2000
Page 2
In the event that you are required under any of the Agreements to
provide notice to A.C.E., you may deliver such notice care of Anschutz
Investment Company.
Very truly yours,
ANSCHUTZ INVESTMENT COMPANY
By: /s/ XXXXXXXX XXXXXX
-------------------------
Xxxxxxxx Xxxxxx
Vice President
cc: A.C.E. Investment Partnership
Forest Oil Company
