Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 18, 2016 (March 14, 2016)

RENTECH, INC.

(Exact name of registrant as specified in its charter)

Colorado

1-15795

84-0957421

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification Number)

10877 Wilshire Boulevard, 10th Floor

Los Angeles, California 90024

(Address of principal executive office) (Zip Code)

(310) 571-9800

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Membership Interest Purchase Agreement

On March 14, 2016, Rentech Nitrogen Partners, L.P. (the “Partnership”) and Rentech Nitrogen Pasadena Holdings, LLC (“Pasadena Holdings”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Pasadena Commodities International, LLC (the “Buyer”) and Rentech, Inc., solely in its capacity as seller representative (the “Company”). On the same date, the closing under the Purchase Agreement occurred and Buyer purchased 100% of the issued and outstanding membership interests of Pasadena Holdings from the Partnership.

At the closing, the Buyer made an initial cash payment to the Partnership of $5.0 million net of fees described below. The Purchase Agreement provides for a cash working capital adjustment, which is expected to be approximately $6.0 million, after confirmation of the amount within ninety days of the closing of the transaction. The Purchase Agreement also includes a milestone payment which would be paid to Partnership unitholders equal to 50% of the Pasadena facility’s EBITDA, as defined in the Purchase Agreement, in excess of $8.0 million cumulatively earned over the next two years. In addition, the Purchase Agreement includes a liquidity event payment if Buyer sells Pasadena Holdings, or a majority of its assets, prior to March 31, 2019 equal to: (i) 50% of the amount, if any, Buyer receives upon closing the liquidity event; less (ii) the cumulative amount Buyer has paid for Pasadena Holdings under the terms of the Purchase Agreement as of the liquidity event. The cumulative maximum amount that may be paid out as a milestone payment or a liquidity event payment (on a combined basis) is $25 million. The Partnership expects to distribute to its unitholders the $5.0 million initial cash payment, net of estimated transaction-related fees of approximately $0.7 million, on March 31, 2016 to unitholders of record as of March 28, 2016.

Buyer, the Partnership and Pasadena Holdings made customary representations, warranties and covenants in the Purchase Agreement. Under the Purchase Agreement, none of the representations and warranties survived the closing under the Purchase Agreement, and Buyer’s sole and exclusive remedy for claims for any inaccuracy or breach of any representation or warranty of the Partnership or Pasadena Holdings will be to recover from a representations and warranties insurance policy.

Separation Agreement

On March 14, 2016, in connection with the closing under the Purchase Agreement, the Partnership entered into a Separation Agreement (the “Separation Agreement”) with Rentech Nitrogen GP, LLC (the “Partnership GP”) and Pasadena Holdings. The Separation Agreement governs the terms of the separation of Pasadena Holdings’ business from the Partnership’s other business. Among other things, the Separation Agreement generally provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of Pasadena Holdings and its subsidiary’s business with Pasadena Holdings and financial responsibility for the obligations and liabilities of the Partnership’s other business with the Partnership.

The summaries of the Purchase Agreement and Separation Agreement in this Current Report on Form 8-K do not purport to be complete and are qualified by reference to the full text of the aforementioned agreements, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated by reference herein.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

Item 9.01.

Financial Statements and Exhibits.

(b)

Pro forma financial statements

The following unaudited pro forma condensed consolidated financial statements are included in this Form 8-K as Exhibit 99.1 and incorporated herein by reference in this Item 9.01:

Unaudited pro forma condensed consolidated financial statements.

(d)

Exhibits


10.1		Membership Interest Purchase Agreement, dated as of March 14, 2016, by and among Pasadena Commodities International, LLC, as Buyer, Rentech Nitrogen Partners, L.P. as Seller, Rentech, Inc. as Seller Representative and Rentech Nitrogen Pasadena Holdings, LLC, as the Company.

10.2		Separation Agreement, dated as of March 14, 2016, by and among Rentech Nitrogen Partners, L.P., Rentech Nitrogen GP, LLC and Rentech Nitrogen Pasadena Holdings, LLC.

99.1		Unaudited pro forma condensed consolidated financial statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

RENTECH NITROGEN PASADENA HOLDINGS, LLC,

RENTECH NITROGEN PARTNERS, L.P.,

PASADENA COMMODITIES INTERNATIONAL, LLC

AND

RENTECH, INC.

DATED AS OF MARCH 14, 2016

TABLE OF CONTENTS


		Page
ARTICLE I
DEFINITIONS

Section 1.1	Certain Defined Terms		1

ARTICLE II
PURCHASE AND SALE

Section 2.1	Purchase and Sale of the Interests		12
Section 2.2	Purchase Price		12
Section 2.3	Closing		12
Section 2.4	Closing Statement		13
Section 2.5	Milestone Payment		14
Section 2.6	Purchase Price Allocation		19

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.1	Organization and Good Standing		20
Section 3.2	Authority and Power		20
Section 3.3	Conflicts; Consents of Third Parties		20
Section 3.4	Interests		21
Section 3.5	Litigation		21
Section 3.6	Financial Advisor		21
Section 3.7	Taxes		21

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

Section 4.1	Organization and Qualification		22
Section 4.2	Authority and Power		23
Section 4.3	No Conflict; Required Filings and Consents		23
Section 4.4	Capitalization		24
Section 4.5	Equity Interests		24
Section 4.6	Financial Statements		24
Section 4.7	Indebtedness		25
Section 4.8	Absence of Certain Changes or Events		25
Section 4.9	Compliance with Law; Permits		27
Section 4.10	Litigation		27
Section 4.11	Employee Benefit Plans		28

TABLE OF CONTENTS

(continued)


		Page
Section 4.12	Labor and Employment Matters		29
Section 4.13	Title; Sufficiency of Assets		32
Section 4.14	Real Property		32
Section 4.15	Taxes		33
Section 4.16	Environmental Matters		34
Section 4.17	Material Contracts		35
Section 4.18	Affiliate Interests and Transactions		37
Section 4.19	Insurance		38
Section 4.20	Patents		38
Section 4.21	Exclusivity of Representations		39

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

Section 5.1	Organization and Qualification		40
Section 5.2	Authority and Power		40
Section 5.3	No Conflict; Required Filings and Consents		40
Section 5.4	Litigation		41
Section 5.5	Sufficient Funds		41
Section 5.6	Financial Advisor		41
Section 5.7	Non-Reliance of Buyer		41

ARTICLE VI
COVENANTS

Section 6.1	Further Assurances		42
Section 6.2	Public Announcements		42
Section 6.3	Directors’ and Officers’ Indemnification		42
Section 6.4	Retention Payment Letter Agreements		43
Section 6.5	Phantom Unit Payments		43

ARTICLE VII
TAX MATTERS

Section 7.1	Tax Characterization		43
Section 7.2	Transfer Taxes		43
Section 7.3	2016 Texas Franchise Tax		43
Section 7.4	Cooperation on Tax Matters		43
Section 7.5	Withholding		44

ARTICLE VIII
CLOSING DELIVERABLES

Section 8.1	Closing Deliverables of Buyer		44
Section 8.2	Closing Deliverables of Seller and the Company		44

TABLE OF CONTENTS

(continued)


		Page
ARTICLE IX
GENERAL PROVISIONS

Section 9.1	No Survival of Representations and Warranties.		45
Section 9.2	Limitation on Claims		46
Section 9.3	Amendment and Waiver		47
Section 9.4	Notices		48
Section 9.5	Interpretation		49
Section 9.6	Entire Agreement		50
Section 9.7	Expenses		50
Section 9.8	Governing Law		50
Section 9.9	Jurisdiction; Waiver of Jury Trial		50
Section 9.10	Binding Effect; Assignment		51
Section 9.11	Specific Performance		51
Section 9.12	Severability		51
Section 9.13	Counterparts		52
Section 9.14	Legal Representation		52
Section 9.15	Distribution of Purchase Price		52
Section 9.16	The Seller Representative		53
Section 9.17	Purchase Price Adjustment Agreement		54

Exhibit A	Net Working Capital
Exhibit B	Asset Allocation Statement
Exhibit C	Sample Company EBITDA Calculation
Exhibit D	R&W Insurance Policy
Exhibit E	Related Party Transactions

Schedule A	Phantom Unitholders

iii

MEMBERSHIP INTEREST PURCHASE AGREEMENT

MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of March 14, 2016 (this “Agreement”), by and among Pasadena Commodities International, LLC, a Texas limited liability company (“Buyer”), Rentech Nitrogen Pasadena Holdings, LLC, a Delaware limited liability company (the “Company”), Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Seller”), and Rentech, Inc., a Colorado corporation, solely in its capacity as the Seller Representative hereunder.

RECITALS

WHEREAS, Seller owns 100% of the issued and outstanding membership interests (the “Interests”) of the Company and Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Interests, upon the terms and subject to the conditions of this Agreement;

WHEREAS, immediately prior to the execution of this Agreement, Rentech Nitrogen GP, LLC, the Company and Seller have each entered into the Separation Agreement; and

WHEREAS, concurrently with the execution of this Agreement, Buyer, Seller and the Company shall each enter into the Ancillary Agreements to which they are a party thereto.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth in this Agreement, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. For purposes of this Agreement:

“1998 APA” has the meaning set forth in Section 4.16(k).

“2008 Sales and Use Tax Liability Amount” means an amount equal to Five Hundred Thousand Dollars ($500,000), which is the projected (and, for purposes of this Agreement, the agreed) amount of the Sales and Use Tax Liability, including penalties and the accrual of interest, following the Company’s request for redetermination of the Texas Notification of Audit Results of Seller as it relates or pertains to the sale and use Tax arising from the operations of the Company and its Subsidiaries for the periods of August 1, 2005 through December 31, 2008.

“Action” means any claim, action, suit, litigation, or any legal, administrative, regulatory or arbitration proceeding, inquiry or investigation, whether civil, criminal or administrative.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. “Control”, including the terms “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Agreement” has the meaning set forth in the Preamble.

“Alternative Dispute Accountants” has the meaning set forth in Section 2.4(c)(ii).

“Ancillary Agreements” means the Assignment of Interests and the Services Agreements.

“Asset Allocation Statement” has the meaning set forth in Section 2.6.

“Assignment of Interests” means the Assignment of Interests, dated as of the date hereof, by and between Buyer and Seller.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of Los Angeles, California, or New York City, New York.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Documents” has the meaning set forth in Section 5.2.

“Cash on Hand” means, as of a particular time of determination, without duplication, the Company’s and its Subsidiaries’ cash and cash equivalents as determined in accordance with GAAP.

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. 6901 et seq., as amended.

“Closing” has the meaning set forth in Section 2.3.

“Closing Date” has the meaning set forth in Section 2.3.

“Closing Statement” has the meaning set forth in Section 2.4(a).

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the Preamble.

“Company Accounting Principles” means the accounting methods, practices, principles, policies and procedures (with consistent classifications, judgments and valuations and estimation methodologies) that were used in the preparation of the Financial Statements.

“Company Certificate of Formation” means the Company’s certificate of formation, filed with the Secretary of State of the State of Delaware on December 23, 2008, as subsequently amended on March 10, 2011 and November 2, 2012.

“Company Disclosure Schedules” means the disclosure schedules delivered by the Company to Buyer concurrently with the execution of this Agreement.

“Company Documents” has the meaning set forth in Section 4.2.

“Company EBITDA” has the meaning set forth in Section 2.5(h)(i).

“Company Group” means the Company and its Subsidiaries.

“Company Liquidity Event” has the meaning set forth in Section 2.5(h)(ii).

“Company LLC Agreement” means the Company’s Second Amended and Restated Limited Liability Company Agreement, dated as of November 15, 2012.

“Company Material Adverse Effect” means any event, change, development, condition, occurrence or effect that, individually or in the aggregate, is, or with the passage of time will be, materially adverse to the business, assets, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that the following will not be considered when determining whether a “Company Material Adverse Effect” has occurred: (a) changes or conditions generally affecting the industries in which the Company or its Subsidiaries operate, the economy or the financial or securities markets, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general; (b) natural disasters, calamities, national or international political or social conditions, including the outbreak or escalation of war or acts of terrorism; (c) any adoption, implementation, promulgation, proposal or repeal of, or change in Law or GAAP or any interpretation of Law or GAAP; or (d) the failure, in and of itself, of the Company to meet any internal or published projections, forecasts, estimates or predictions with respect to revenues, earnings or other financial or operating metrics for any period (provided, that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); except, with respect to clauses (a), (b) and (c), only to the extent that such event, change, development, condition, occurrence or effect has had a disproportionately material adverse effect on the Company and its Subsidiaries, taken as a whole, as compared to other similarly situated Persons operating in the industries in which the Company and its Subsidiaries conduct their business.

“Company Plan” has the meaning set forth in Section 4.11(a).

“Contested Items” has the meaning set forth in Section 2.5(b)(i).

“Contract” means any contract, agreement, indenture, note, bond, loan, instrument, lease, commitment or other arrangement or understanding, whether written or oral, including all amendments, modifications or supplements thereto.

“Contracting Parties” has the meaning set forth in Section 9.2(a).

“Designated Group” has the meaning set forth in Section 9.14.

“Designated Person” has the meaning set forth in Section 9.14.

“Determination Date” has the meaning set forth in Section 2.4(b).

“Dispute Accountants” means BDO USA, LLP, so long as none of the parties hereto (or any of their respective Affiliates) has a relationship with offices of BDO USA, LLP. In the event that any of the parties hereto or any of their respective Affiliates has a relationship with BDO USA, LLP, then Buyer and the Seller Representative shall mutually select the Alternative Dispute Accountants.

“Disputed Items” has the meaning set forth in Section 2.4(b).

“EBITDA” has the meaning set forth in Section 2.5(h)(iii).

“Effective Time” has the meaning set forth in the Lux Merger Agreement.

“Employee Benefit Plan” means each (a) “employee benefit plan” (within the meaning of Section 3(3) of ERISA), (b) employment, termination, severance, retention or change in control agreement or arrangement, and (c) deferred compensation, incentive compensation, equity or equity-linked, retirement, savings, pension, health, dental, vision or life insurance, death benefit, retiree, welfare or other fringe benefit plan, program, agreement, custom, practice, policy or arrangement for the benefit of, or promise to provide any of the foregoing compensation or benefits to for the benefit of, any current or former employee, officer, director, retiree or individual independent contractor or any spouse, dependent, or beneficiary thereof whether or not such Employee Benefit Plan is or is intended to be (as applicable) (i) provided under a collective bargaining agreement, (ii) funded or unfunded, (iii) covered or tax qualified under the Internal Revenue Code, ERISA, or other applicable Law, or (iv) written or oral.

“Employees” means all individuals employed by the Company or any of its Subsidiaries as of the date of this Agreement.

“Encumbrance” means any mortgage, deed of trust, pledge, charge, hypothecation, claim, easement, right of purchase, encumbrance, security interest, option, lien, charge, interest, proxy, voting trust, right of first refusal, right of way, defect in title, encroachments or other restriction, whether or not imposed by operation law, any voting trust or voting agreement, proxy or other agreement.

“Environmental Claim” means any claim, action, suit, notice of violation, consent order, consent decree or any written notice by any Person alleging potential liability or responsibility arising out of, based on or resulting from (a) the presence or Release of any Substances, (b) the Handling of Substances, or (c) any violation of any Environmental Law.

“Environmental Laws” all applicable Laws relating to or addressing: (a) protection of the environment, including related to pollution, contamination, clean up, preservation, reclamation, or restoration of the environment; (b) health, including occupational safety and the exposure of employees and other Persons to any Substances; (c) any Release or threatened Release of any Substance, including investigation, monitoring, clean up, removal, treatment, or any other action to address such Release of any Substance or threatened Release; and (d) the Handling of Substances, including the Solid Waste Disposal Act, as amended, 42 U.S.C. 6901, et seq., the Clean Air Act, as amended, 42 U.S.C. 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq., the Emergency Planning and Community Right to Know Act, as amended, 42 U.S.C. 11001 et seq., CERCLA, the Hazardous Materials Transportation

Uniform Safety Act, as amended, 49 U.S.C. 651 et seq., the Maritime Transportation Security Act of 2002, as amended, Pub. L. 107-295, 116 Stat. 2064, the regulations promulgated thereunder, and any similar environmental Laws.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any other entity which together with the Company would be treated as a single employer under Code Section 414 or ERISA Section 4001.

“ExxonMobil” has the meaning set forth in the 1998 APA.

“Facility” means any real property or facility owned, leased, operated or used at any time by the Company or any of its Subsidiaries or any predecessor thereto, including the Owned Real Property.

“Family Member” has the meaning set forth in Section 2.5(h)(iv).

“Final Determination” means (a) a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final, (b) a closing agreement made under Section 7121 of the Code (or a comparable agreement under the laws of a state, local or foreign taxing jurisdiction) with the relevant Governmental Authority or other administrative settlement with or final administrative decision by the relevant Governmental Authority, or (c) a final disposition of a claim for refund.

“Financial Statements” has the meaning set forth in Section 4.6(a).

“FLSA” has the meaning set forth in Section 4.12(b).

“Fraud” means, with respect to the making of any representation or warranty set forth in this Agreement, an act, committed by a party hereto (the “Acting Party”), with the intent to deceive another party hereto (the “Other Party”), or to induce the Other Party to enter into this Agreement and requires (a) a false representation of material fact made herein; (b) with the Acting Party’s actual knowledge (as opposed to imputed or constructive knowledge) that such representation is false; (c) with an intention to induce the Other Party to act or refrain from acting in reliance upon it; (d) causing the Other Party, in justifiable reliance upon such false representation and with ignorance to the falsity of such representation, to take or refrain from taking action; and (e) causing the Other Party to suffer damage by reason of such reliance. The commission of Fraud by the Company shall not be attributed to Seller.

“GAAP” means United States generally accepted accounting principles and practices, as in effect from time to time.

“GE Credit Facility” means the Credit Agreement, dated as of July 22, 2014, as amended by that certain First Amendment to Credit Agreement, dated as of August 13, 2014, and that certain Second Amendment to Credit Agreement, dated as of February 26, 2016, and as further amended, restated, supplemented or otherwise modified from time to time, by and among Seller and Rentech Nitrogen Finance Corporation, as borrowers, each of the guarantors party thereto, the lenders and other financial institutions party thereto, and General Electric Capital Corporation, as agent for the lenders.

“Governmental Authority” means any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, legislative, executive, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).

“Handling of Substances” means the production, use, reuse, generation, Release, storage, treatment, formulation, processing, labeling, distribution, introduction into commerce, registration, transportation, reclamation, recycling, disposal, arranging for disposal, discharge or other handling or disposition of Substances.

“Immigration Laws” has the meaning set forth in Section 4.12(c).

“Indebtedness” of any Person means, without duplication: (a) indebtedness of such Person for borrowed money; (b) obligations of such Person to pay the deferred purchase or acquisition price for any property of such Person; (c) reimbursement obligations of such Person in respect of drawn letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (d) obligations of such Person under a lease to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP; (e) all indebtedness for borrowed money secured by any Encumbrance existing on property owned by such Person and (f) indebtedness of others as described in clauses (a) through (e) above guaranteed by such Person; but Indebtedness does not include (i) accounts payable to trade creditors or accrued expenses arising in the ordinary course of business consistent with past practice, (ii) the endorsement of negotiable instruments for collection in the ordinary course of business consistent with past practice, or (iii) retiree medical, pension liability, asset retirement or pension plan obligations.

“Indemnitee” has the meaning set forth in Section 6.3(a).

“Initial Purchase Price” means Five Million Dollars ($5,000,000).

“Initial Review Package” has the meaning set forth in Section 2.5(a).

“Interests” has the meaning set forth in the Recitals.

“Inventory” means all of the inventory held by the Company or any of its Subsidiaries for resale, and all of the Company’s or any of its Subsidiaries’ fuel, raw materials, works in process, finished products, spare parts and supply and packaging items, and similar items, in each case wherever the same may be located.

“IRS” has the meaning set forth in Section 2.6.

“Knowledge” means, in the case of the Company, the actual knowledge, without any duty of inquiry and investigation, of the individuals listed in Section 1.1(a) of the Company Disclosure Schedules.

“Latest Balance Sheet” has the meaning set forth in Section 4.6(a).

“Latest Balance Sheet Date” has the meaning set forth in Section 4.6(a).

“Latest Financial Statements” has the meaning set forth in Section 4.6(a).

“Law” means any applicable foreign, federal, state or local law, statute, code, ordinance, rule, regulation, Order or other legal requirement of any Governmental Authority.

“Leased Real Property” means all real property leased by the Company or any of its Subsidiaries.

“Liability” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due, regardless of when asserted.

“Liquidity Event Proceeds” has the meaning set forth in Section 2.5(h)(v).

“Lux Merger” has the meaning set forth in Section 6.5.

“Lux Merger Agreement” means that certain Agreement and Plan of Merger, dated as of August 9, 2015, by and among CVR Partners, LP, Lux Merger Sub 1 LLC, Lux Merger Sub 2 LLC, Seller and Rentech Nitrogen GP, LLC

“Material Contracts” has the meaning set forth in Section 4.17(a).

“Milestone Payment” has the meaning set forth in Section 2.5(d)(i).

“Milestone Payment Date” has the meaning set forth in Section 2.5(d)(i).

“Milestone Period” has the meaning set forth in Section 2.5(h)(vi).

“Milestone Period EBITDA” has the meaning set forth in Section 2.5(h)(vii).

“Milestone Period EBITDA Calculation” has the meaning set forth in Section 2.5(a).

“Milestone Period Income Statement” has the meaning set forth in Section 2.5(a).

“Milestone Period Threshold” has the meaning set forth in Section 2.5(d)(i).

“Net Working Capital” means the amount calculated by subtracting the current liabilities of the Company and its Subsidiaries from the current assets of the Company and its Subsidiaries, in each case as of immediately prior to the Closing and, to the extent not inconsistent with this Agreement, determined in accordance with GAAP consistently applied using the Company Accounting Principles, adjusted however as follows: (a) current assets shall exclude (i) Cash on Hand, (ii) any prepaid expense relating to insurance or information technology as to which neither the Company nor any of its Subsidiaries will receive any economic benefit after the Closing, and (iii) any write-downs in inventory; (b) current liabilities shall also include (i) the unpaid amount of the employer portion of payroll and employment taxes required to be paid by

the Company or its Subsidiaries under federal, state or local law related to Transaction Compensation as of immediately prior to the Closing, (ii) the 2008 Sales and Use Tax Liability Amount, (iii) the amount of unpaid Transaction Compensation of the Company and its Subsidiaries (including the Retention Payment Liability) as of immediately prior to the Closing, and (iv) the amount of unpaid Transaction Expenses of the Company and its Subsidiaries (to the extent not already paid) as of immediately prior to the Closing; (c) all liabilities and assets (in each case whether current or deferred) relating to income or franchise Taxes shall be excluded from the computation of Net Working Capital; and (d) current liabilities shall exclude (i) Indebtedness but only to the extent any such Indebtedness is paid prior to the Closing, and (ii) retiree medical, pension liability, asset retirement and pension plan obligations. Notwithstanding the foregoing, it is the intent of the parties that no component of Indebtedness be duplicated in the calculation of the Purchase Price Adjustment. An example of the calculation of Net Working Capital as of February 29, 2016 is set forth in Exhibit A.

“Nonparty Affiliates” has the meaning set forth in Section 9.2(a).

“Operating Company” means Rentech Nitrogen Pasadena, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company.

“Order” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Authority.

“OSHA” has the meaning set forth in Section 4.12(c).

“Owned Real Property” means all real property owned by the Company or any of its Subsidiaries.

“Patent” means the U.S. patent listed on Section 4.20 of the Company Disclosure Schedules and any continuation, continuation-in-part, division, reexamination, reissue, extension or renewal patents or patent applications thereof, and any foreign counterpart patents or patent applications to the patent listed on Section 4.20 of the Company Disclosure Schedules, and any United States or foreign patent or patent application, including any continuation, continuation-in-part, divisional, reexamination, reissue, extension, or renewal thereof, claiming priority to any patent or patent application to which any U.S. patent listed on Section 4.20 of the Company Disclosure Schedules claims priority.

“Permits” means any permit, license, franchise, approval, certificate, registration, notice or other authorization of a Governmental Authority.

“Permitted Encumbrances” means: (a) statutory mechanic’s, materialmen’s, warehouseman’s, journeyman’s and carrier’s liens and other similar Encumbrances imposed by applicable Law, in each case securing obligations that are not Indebtedness, arising in the ordinary course of business, having no material adverse effect on the value, use or operation of the property encumbered thereby, and for amounts not yet delinquent or, if deemed delinquent, that are being contested in good faith in the ordinary course of business consistent with past practice and for which adequate reserves in accordance with GAAP have been established by the Party responsible for payment thereof; (b) Encumbrances for Taxes or assessments that are not yet delinquent, or, if delinquent, that are being contested in good faith in the ordinary course of

business consistent with past practice and for which adequate reserves in accordance with GAAP have been established by the Person responsible for payment thereof; (c) rights reserved to or vested in any Governmental Authority to control or regulate any of the Company’s or its Subsidiaries’ properties or assets in any manner; (d) all easements, zoning restrictions, rights-of-way, servitudes, permits, surface leases and other similar rights in respect of surface operations, and easements for pipelines, streets, alleys, highways, telephone lines, power lines, railways and other easements and rights-of-way, on, over or in respect of any of the properties of the Company or its Subsidiaries existing as of the date of this Agreement and that do not materially interfere with the operation, value or use of the property or asset affected; (f) Encumbrances arising under or pursuant to the organizational documents of any of the Company or its Subsidiaries, as the case may be; (g) those Encumbrances set forth in Section 1.1(b) of the Company Disclosure Schedules; and (h) all other Encumbrances and irregularities, in each case, not arising in connection with Indebtedness, and any encroachments, overlapping improvements, and other state of facts as would be shown on an accurate survey of any real property, that are not such as to materially interfere with the operation, value or use of the property or asset affected.

“Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Phantom Unit Payments” has the meaning set forth in Section 6.5.

“Phantom Unitholder” has the meaning set forth in Section 6.5.

“Post-Closing Representation” has the meaning set forth in Section 9.14.

“Purchase Price” shall mean the Initial Purchase Price, plus the Purchase Price Adjustment, plus the Milestone Payment, if any, plus the Seller Liquidity Event Proceeds, if any.

“Purchase Price Adjustment” means (a) zero (0), plus (b) the amount of Cash on Hand of the Company and its Subsidiaries as of immediately prior to the Closing, minus (c) the Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing, and (d) either (i) minus the amount by which the Target Net Working Capital exceeds the Net Working Capital of the Company and its Subsidiaries as of immediately prior to the Closing, or (ii) plus the amount by which the Net Working Capital of the Company and its Subsidiaries as of immediately prior to the Closing exceeds the Target Net Working Capital. In calculating the various amounts included in to the Purchase Price Adjustment, no single item shall be given duplicative effect.

“Purchase Price Adjustment Agreement” means the Purchase Price Adjustment Rights Agreement by and between the Seller Representative and the Rights Agent.

“R&W Insurance Policy” has the meaning set forth in Section 9.1.

“R&W Insurer” means AIG Specialty Insurance Company, an Illinois corporation.

“Related Party Transaction” has the meaning set forth in Section 2.5(h)(viii).

“Related Person” has the meaning set forth in Section 4.21.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, pouring, emptying, escaping, dumping, placing, discarding, abandonment, movement or migration of Substances, whether sudden or non-sudden, and whether accidental or non-accidental, or any “release”, “emission” or “discharge” as those terms are defined pursuant to any Environmental Law.

“Representatives” means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, attorneys, advisors (financial or otherwise), bankers and other representatives of such Person.

“Retention Payment Liability” means an amount equal to the lesser of (a) Four Hundred Thousand Dollars ($400,000) and (b) the aggregate retention payments payable under the Retention Payment Letter Agreements.

“Retention Payment Letter Agreements” means the letter agreements between the Operating Company and certain employees thereof relating to the amended and restated bonus opportunities dated December 15, 2015.

“Rights Agent” means American Stock Transfer & Trust Company, LLC, a New York limited liability company.

“Sales and Use Tax Audits” means the State of Texas sales and use tax audits of the Company as they relate or pertain to the sales and use Taxes arising from the operations of the Company and its Subsidiaries for the periods of (a) August 1, 2005 through December 31, 2008 and (b) January 1, 2009 through December 31, 2011.

“Sales and Use Tax Liability” means any Tax liability resulting from a Sales and Use Tax Audit.

“Second Lien Notes Indenture” means the Indenture, dated as of April 12, 2013, as amended, restated, supplemented or otherwise modified from time to time, by and among Seller, Rentech Nitrogen Finance Corporation and Wilmington Trust, National Association, as trustee and collateral trustee.

“Seller” has the meaning set forth in the Preamble.

“Seller Documents” has the meaning set forth in Section 3.2.

“Seller Liquidity Event Proceeds” has the meaning set forth in Section 2.5(g).

“Seller’s Portion of the R&W Insurance Policy Premium” has the meaning set forth in Section 9.7.

“Seller Representative” has the meaning set forth in Section 9.16(a).

“Seller Representative Fund” means Two Hundred Thousand Dollars ($200,000).

“Separation Agreement” means the Separation Agreement, dated as of the date hereof, by and between Rentech Nitrogen GP, LLC, the Company and Seller.

“Services Agreements” means (a) the Transition Services Agreement, dated as of the date hereof, by and between Rentech, Inc. and Buyer and (b) the Transition Services Agreement, dated as of the date hereof, by and between Seller and Buyer.

“Specified Documents” has the meaning set forth in Section 9.6.

“Subsidiary” means, with respect to a Person, any Person, whether incorporated or unincorporated, of which (a) more than 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned or controlled by the subject Person or by one or more of its respective Subsidiaries.

“Substance” means any wastes, substances, products, pollutants or other materials, whether solid, liquid or gaseous, that: (a) is or contains asbestos, polychlorinated biphenyls, radioactive materials, oil, petroleum (including any jet fuel or aviation gas) or any breakdown constituents or fraction thereof, or any chemical(s) used for deicing; (b) requires removal, remediation, or reporting under, or is otherwise regulated pursuant to, any Environmental Law, or is defined, listed or identified as a “contaminant”, “pollutant”, “waste”, “solid waste”, “industrial solid waste”, “toxic substance”, “toxic material”, “hazardous material”, or “hazardous waste”; or (c) is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous.

“Target Net Working Capital” means Seven Million Dollars ($7,000,000).

“Tax Return” means any return, declaration, report, statement, information statement and other document filed or required to be filed with respect to Taxes, including any claims for refunds of Taxes and any amendment or supplements of any of the foregoing.

“Taxes” means: (a) all federal, state, local and foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, registration, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes (including any amounts resulting from the failure to file any Tax Return), together with any interest and any penalties, additions to tax or additional amounts with respect thereto; (b) any liability for payment of amounts described in clause (a) whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law; and (c) any liability for the payment of amounts described in clause (a) or (b) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person.

“Terminaling Transaction” has the meaning set forth in Section 2.5(h)(ix).

“Transaction Compensation” means, all compensatory payments or benefits required to be made or provided by the Company or any of its Subsidiaries pursuant to any oral or written contracts or other agreements, plans or policies, in any case, in effect prior to the Closing, to any of their respective current or former directors, officers, managers, employees or individual independent contractors solely as a result of the consummation of the Transactions, including payments of the following pursuant to any such contract, agreement, plan or policy: (a) any severance payments or termination payments (including the estimated costs of benefits required to be provided) under the terms of any employment agreement, Company Plan or other arrangement if and to the extent that the triggering employment termination occurs prior to the Closing, (b) any stay bonuses, retention bonuses or success bonuses payable solely as a result of the consummation of the Transactions and/or continued employment through a specified date linked to the Transactions (including, without duplication, the Retention Payment Liability) and (c) the Phantom Unit Payments, if and to the extent such amounts become payable in accordance herewith, and (d) the employer’s portion of payroll and employment Taxes required under federal, state or local Law with respect to the amounts described above.

“Transaction Expenses” means an amount equal to all costs, fees, expenses and other amounts incurred or payable by the Company and its Subsidiaries in connection with planning, structuring, negotiating or consummating the Transactions, including without limitation any attorneys’, accountants’ or advisor fees and expenses. Notwithstanding the foregoing, Transaction Expenses shall not include any Transaction Compensation.

“Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements.

“Transfer Taxes” has the meaning set forth in Section 7.2.

“Waiving Parties” has the meaning set forth in Section 9.14.

“WARN Act” has the meaning set forth in Section 4.12(d).

ARTICLE II

PURCHASE AND SALE

Section 2.1 Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, the Interests free and clear of all Encumbrances (other than Encumbrances arising under federal and state securities Laws).

Section 2.2 Purchase Price. In consideration for the sale of the Interests, and subject to the terms and conditions contained in this Agreement, Buyer will pay or cause to be paid to Seller the Purchase Price. At the Closing, Buyer will pay or cause to be paid, or deliver or cause to be delivered, the Initial Purchase Price, less the Seller Representative Fund, in the manner set forth in Section 8.1.

Section 2.3 Closing. The closing of the sale and purchase of the Interests (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 355 South Grand Avenue, Los Angeles, California 90071, at 8:00 a.m., Los Angeles time (or on such date and time otherwise agreed upon by the parties) concurrently with the execution and delivery of this Agreement (the “Closing Date”).

Section 2.4 Closing Statement; Purchase Price Adjustment.

(a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall provide to the Seller Representative and Seller a closing statement prepared by Buyer (the “Closing Statement”) and setting forth in reasonable detail and with reasonable supporting documentation the calculation of the Purchase Price Adjustment, including calculations of the Cash on Hand, Net Working Capital, Indebtedness, Transaction Expenses and Transaction Compensation as provided in the definition of Purchase Price Adjustment.

(b) During the thirty (30) days after its receipt of the Closing Statement, the Seller Representative shall have the right to inspect the work papers generated by Buyer in preparation of the Closing Statement and shall have reasonable and prompt access, during normal business hours, to the Company Group’s relevant personnel and to information, books and records of the Company Group reasonably requested by the Seller Representative and relevant to any amounts in the Closing Statement. To the extent reasonably practicable, all such information, books and records will be made available electronically. In the event that the Seller Representative believes that Buyer has not provided information and access in accordance with the foregoing, the Seller Representative may deliver written notice to Buyer thereof during such thirty (30) day period and such period shall thereupon be extended for an additional ten (10) Business Days. At or before the end of such thirty (30) day review period (as the same may be extended), the Seller Representative shall either (i) accept the calculations in the Closing Statement (including the Purchase Price Adjustment and each of its component calculations) in their entirety, in which case Buyer’s calculations shall be final, conclusive and binding on the parties hereto, or (ii) deliver to Buyer written notice and a written explanation in reasonable detail of (x) those calculations in the Closing Statement which the Seller Representative disputes and the proposed modification of such calculations, in which case only the items identified or as to which adequate information was not provided shall be deemed to be in dispute (“Disputed Items”) and other items shall be deemed to be accepted and/or (y) any failure of Buyer to provide the Seller Representative with adequate information in accordance with this Section 2.4(b). Within a further period of thirty (30) days from the end of the aforementioned review period, the Seller Representative, Buyer and their accountants will attempt to resolve in good faith any Disputed Items. If, by the end of such period, they resolve such Disputed Items, the agreed calculations shall be final, conclusive and binding on the parties. If, at the end of such period, they are unable to resolve such Disputed Items, then Buyer or the Seller Representative may refer the remaining disagreements to the Dispute Accountants for resolution, pursuant to Section 2.4(c). The date on which the calculations in the Closing Statement become final, conclusive and binding on the parties in accordance with this Section 2.4(b) or Section 2.4(c) is hereinafter referred to as the “Determination Date.”

(i) If either the Seller Representative or Buyer refers any unresolved Disputed Items to the Dispute Accountants in accordance with Section 2.4(b), the Seller Representative

and Buyer shall direct the Dispute Accountants to review this Agreement and the Disputed Items for the purpose of calculating the Purchase Price Adjustment. In making such calculations, the Dispute Accountants shall consider only the applicable Disputed Items. Buyer and the Seller Representative shall request that the Dispute Accountants deliver to Buyer and the Seller Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.4(b) and the defined terms used therein. The calculations in such report shall be final, conclusive and binding on the parties. One-half of the cost of such review and report shall be paid by each of Buyer and the Seller Representative.

(ii) In the event the Dispute Accountants refuse the engagement under this Section 2.4(c), Buyer and the Seller Representative shall mutually agree on another nationally recognized firm of certified public accountants having no material relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates (the “Alternative Dispute Accountants”) to resolve any disputes according to this Section 2.4(c). If within thirty (30) days, Buyer and the Seller Representative fail to mutually agree on the Alternative Dispute Accountants, Buyer and the Seller Representative shall thereafter promptly cause the American Arbitration Association to appoint the Alternative Dispute Accountants, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an accounting firm with, any significant preexisting relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates. The fees and expenses of the Alternative Dispute Accountants shall be apportioned in the same manner as described in Section 2.4(c)(i).

(d) Payment of Purchase Price Adjustment. Once the Determination Date has occurred, (i) if the Purchase Price Adjustment is a positive figure, then, promptly following the Determination Date, and in any event within three (3) Business Days thereof, Buyer shall pay the amount of the Purchase Price Adjustment to the Seller Representative, on behalf of the unitholders of Seller (as determined as of immediately prior to the Effective Time), by wire transfer of immediately available funds, and (ii) if the Purchase Price Adjustment is a negative figure, then none of Buyer, Seller or the Seller Representative shall have any payment obligation under this Section 2.4(d).

(e) Sole Recourse. The provisions of this Section 2.4 represent the sole and exclusive remedy available to any party to this Agreement for any amounts required to be paid to it pursuant to this Section 2.4.

Section 2.5 Milestone Payment. In addition to the Purchase Price Adjustment, Buyer shall pay or cause to be paid the Milestone Payment and/or Seller Liquidity Event Proceeds, if any, to the Seller Representative in accordance with this Section 2.5.

(a) Milestone Period Income Statement and EBITDA Calculation. No later than thirty (30) days after the end of the Milestone Period, Buyer will deliver to the Seller Representative an unaudited consolidated statement of income of the Company Group for the Milestone Period (the “Milestone Period Income Statement”) and a calculation of the Company EBITDA for the Milestone Period (the “Milestone Period EBITDA Calculation”) based upon the Milestone Period Income Statement, together with copies of the principal work papers prepared

by Buyer’s internal finance staff relating to the Milestone Period Income Statement (together, the “Initial Review Package”). The Milestone Period Income Statement shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles. An example of the calculation of Company EBITDA for the year ended December 31, 2015 is set forth in Exhibit C.

(b) Review by the Seller Representative.

(i) Following receipt of the Initial Review Package for the Milestone Period, the Seller Representative will be afforded a period of sixty (60) days to review the Milestone Period Income Statement and Milestone Period EBITDA Calculation, during which period, at the Seller Representative’s expense, the Seller Representative and its accountants and advisors shall have the right to inspect any additional work papers generated by Buyer in preparation of the Milestone Period Income Statement and Milestone Period EBITDA Calculation and shall have reasonable and prompt access, during normal business hours, to the Company Group’s relevant personnel and to information, books and records of the Company Group reasonably requested by the Seller Representative and relevant to the Milestone Period Income Statement and Milestone Period EBITDA Calculation. To the extent reasonably practicable, all such information, books and records will be made available electronically. In the event that the Seller Representative believes that Buyer has not provided information and access in accordance with the foregoing, the Seller Representative may deliver written notice to Buyer thereof during such sixty (60) day period and such period shall thereupon be extended for an additional ten (10) Business Days. At or before the end of such sixty (60) day review period (as the same may be extended), the Seller Representative shall either (A) accept the Milestone Period Income Statement and Milestone Period EBITDA Calculation in their entirety, in which case Buyer’s calculations shall be final, conclusive and binding on the parties hereto, or (B) deliver to Buyer written notice and a written explanation in reasonable detail of (x) those items of the Milestone Period Income Statement and/or Milestone Period EBITDA Calculation which the Seller Representative disputes and the proposed modification of such calculations, in which case only the items identified or as to which adequate information was not provided shall be deemed to be in dispute (“Contested Items”) and other items shall be deemed to be accepted and/or (y) any failure of Buyer to provide the Seller Representative with adequate information in accordance with this Section 2.5(b). Within a further period of thirty (30) days from the end of the aforementioned review period, the Seller Representative, Buyer and their accountants will attempt to resolve in good faith any Contested Items. If the Seller Representative and Buyer resolve the Contested Items within such period, the Milestone Period Income Statement and Milestone Period EBITDA (as resolved by the parties) shall be final, conclusive and binding on the parties.

(ii) Failing such resolution, the Seller Representative or Buyer may refer the unresolved Contested Items to resolution in accordance with Section 2.5(c). The decision of the Dispute Accountants or Alternative Dispute Accountants, as applicable, will be final, conclusive and binding on the parties hereto and will not be subject to collateral attack for any reason.

(i) If either the Seller Representative or Buyer refers any unresolved Contested Items to the Dispute Accountants in accordance with Section 2.5(b), the Seller Representative and Buyer shall direct the Dispute Accountants to review this Agreement and the Contested Items for the purpose of calculating the Milestone Period EBITDA Calculation. In making such calculations, the Dispute Accountants shall consider only the Contested Items. Buyer and the Seller Representative shall request that the Dispute Accountants deliver to Buyer and the Seller Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.5(b). One-half of the cost of such review and report shall be paid by each of Buyer and the Seller Representative.

(ii) In the event the Dispute Accountants refuse the engagement under this Section 2.5(c), Buyer and the Seller Representative shall mutually agree on the Alternative Dispute Accountants to resolve any disputes according to this Section 2.5(c). If within thirty (30) days, Buyer and the Seller Representative fail to mutually agree on the Alternative Dispute Accountants, Buyer and the Seller Representative shall thereafter promptly cause the American Arbitration Association to appoint the Alternative Dispute Accountants, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an accounting firm with, any significant preexisting relationship with the Company, Buyer or the Seller Representative or their respective Affiliates. The fees and expenses of the Alternative Dispute Accountants shall be apportioned in the same manner as described in Section 2.5(c)(i).

(d) Payment of Milestone Payment.

(i) Within three (3) Business Days after the Milestone Period Income Statement and the Milestone Period EBITDA Calculation have become final, conclusive and binding upon the parties in accordance with the provisions of Sections 2.5(b) or Section 2.5(c) (such date being the “Milestone Payment Date”), if the Milestone Period EBITDA is equal to or greater than Eight Million Dollars ($8,000,000) (the “Milestone Period Threshold”), then Buyer shall pay or cause to be paid to the Seller Representative, on behalf of the unitholders of the Seller (as determined as of immediately prior to the Effective Time), an amount (which shall not be less than zero) equal to fifty percent (50%) of the amount, if any, by which the Milestone Period EBITDA exceeds the Milestone Period Threshold (the “Milestone Payment”).

(ii) Notwithstanding the foregoing, in no event shall the Milestone Payment exceed Twenty-Five Million Dollars ($25,000,000).

(iii) Buyer acknowledges, covenants and agrees that the obligation to pay the Milestone Payment, if any, on the Milestone Payment Date is absolute and unconditional and in no event shall Buyer or any other party be entitled to withhold, set-off and otherwise apply any portion of the Milestone Payment against any other obligation or amount due or claimed due to Buyer, the Company Group or any of their Affiliates. In the event that the Milestone Payment, if any, is not paid on the Milestone Payment Date, interest on the unpaid amount of the Milestone Payment shall accrue on a daily basis and compound annually at the rate of fifteen percent (15%) per annum. Buyer shall reimburse the Seller Representative for all costs reasonably incurred incident to the collection of the Milestone Payment after the Milestone Payment Date.

(e) Buyer Discretion. Seller understands and acknowledges that control of all business decisions regarding the Company and its Subsidiaries (including, without limitation, sales and marketing, capital expenditures, product pricing, product development, product deployment, employee hiring and retention, subcontracting authority, facilities management and acquisitions or disposition of assets (and the timing thereof)) from and after the Closing Date shall be the right of Buyer, and that Buyer may operate its business and the business of its Subsidiaries (including the Company and its Subsidiaries) in the manner it deems appropriate, in each case, subject to Section 2.5(f). Notwithstanding the foregoing, Buyer shall not take any action in bad faith with the intent of depriving Seller of the benefit of the Milestone Payment and/or Seller Liquidity Event Proceeds, if any, provided for herein.

(f) Certain Restrictions. During the Milestone Period:

(i) Buyer shall operate the Company Group with distinct books and records so as to allow the determination of Company EBITDA;

(ii) Buyer shall cause the business of the Company Group to be operated in a manner that complies in all material respects with applicable Law, consistent with the Company Group’s obligations under Contracts and in a manner that is not reasonably likely to materially and adversely affect the Company Group, its operations or its relationships with employees, suppliers or customers;

(iii) Buyer shall not (A) delay or accelerate any shipments of goods, products or materials, (B) accelerate any turn-around or other expenses, (C) increase operating expenses or the sales, general and administrative expenses of the Facility, or (C) reduce production prior to the end of the Milestone Period, in each case for the specific purpose of affecting the Milestone Period EBITDA Calculation or the Milestone Payment;

(iv) Buyer shall not, and shall cause the Company Group not to, enter into, consummate, amend or waive any Related Party Transaction, unless it is made upon fair and reasonable terms no less favorable to the Company Group than would be obtained in a comparable arm’s length transaction with an unaffiliated third party, provided, that the entry into consummation or waiver of an amendment to a Related Party Transaction shall be deemed to satisfy the foregoing if the relevant terms of such transaction have been approved in writing by the Seller Representative; and

(v) Buyer shall cause the Company Group not to, declare, set aside, make or pay any dividend or other distribution with respect to, or redeem or repurchase, any equity interests, or any class of securities convertible into or exchangeable into equity interests, of the Company Group, except (A) for dividends or distributions relating to any Tax liability arising directly from Buyer’s ownership of the Company Group, (B) as required for Buyer or any Company Group member to comply with any credit agreement or loan instrument to which Buyer or any Company Group member is a party, to the extent the proceeds of such financing are used to fund the operations of the Company Group, or (C) any payments made with the prior written consent of the Seller Representative.

(g) Subsequent Company Liquidity Event. In the event that prior to March 31, 2019, a Company Liquidity Event occurs, Buyer shall, at the closing of the Company Liquidity Event, pay or cause to be paid to the Seller Representative, on behalf of the unitholders of the Seller (as determined as of immediately prior to the Effective Time), an amount, equal to fifty percent (50%) of the amount, if any, by which the Liquidity Event Proceeds exceeds the Purchase Price actually paid to-date by Buyer (such amount, if any, the “Seller Liquidity Event Proceeds”). Notwithstanding the foregoing, in no event shall the aggregate of Seller Liquidity Event Proceeds and the Milestone Payment payable by Buyer exceed Twenty-Five Million Dollars ($25,000,000).

(h) Definitions. For purposes of this Section 2.5, the following terms shall have the following meanings:

(i) “Company EBITDA” means the EBITDA of the Company Group for the Milestone Period, as reflected in the Milestone Period Income Statement. The calculation of Company EBITDA shall not give effect to any allocations of overhead or intercompany charges by Buyer or its Affiliates to the Company Group after the Closing, except for any such allocations made in the ordinary course of business.

(ii) “Company Liquidity Event” means Buyer directly or indirectly (A) sells a majority of the membership interest(s) of the Company or a majority of the assets of the Company Group (whether such sale is structured as a sale of equity, a sale of assets, a merger or otherwise) to a third party purchaser that is not an Affiliate of Buyer or (B) consummates a Terminaling Transaction.

(iii) “EBITDA” means, with respect to the Milestone Period, the operating income, plus the depreciation and amortization of the Company Group for the Milestone Period, measured on a consolidated basis and determined in accordance with GAAP consistently applied using the Company Accounting Principles.

(iv) “Family Member” means an individual’s spouse, parents, grandparents, siblings, siblings’ children, in-laws, children, stepchildren, grandchildren or stepgrandchildren (whether natural, adopted or in the process of adoption), or any trust established for the benefit of such persons and the estate of such individual.

(v) “Liquidity Event Proceeds” means the aggregate proceeds and value received (including the assumption of any funded indebtedness) that would be paid or payable to or for the benefit of Buyer and its Affiliates in connection with a Company Liquidity Event, net of reasonable, out-of-pocket transaction fees, costs and expenses incurred by Buyer or its Affiliates in connection with such Company Liquidity Event; provided that (A) the value of any non-cash consideration shall be the fair market value thereof as Buyer and the Seller Representative shall mutually agree and (B) the value of any consideration that is payable following the consummation of the Company Liquidity Event subject to the achievement of milestones, targets, earn-outs or other contingencies shall be the present value of the fair market

value thereof as Buyer and the Seller Representative shall mutually agree. If Buyer and the Seller Representative are unable to agree on the fair market value with respect to the consideration in the foregoing (A) and (B), Buyer and Seller shall refer the valuation to a nationally recognized appraisal or valuation firm having no material relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates, upon which Buyer and the Seller Representative shall mutually agree. If within thirty (30) days, Buyer and the Seller Representative fail to mutually agree on an appraisal or valuation firm, Buyer and the Seller Representative shall thereafter promptly cause the American Arbitration Association to appoint an appraisal or valuation firm, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an appraisal or valuation firm with any significant preexisting relationship with the Company Group, Buyer or the Seller Representative or any of their respective Affiliates. One-half of the cost of the services of the designated appraisal or valuation firm shall be paid by each of Buyer and the Seller Representative.

(vi) “Milestone Period” means the twenty-four (24) months ended March 31, 2018.

(vii) “Milestone Period EBITDA” means the Company EBITDA for the Milestone Period.

(viii) “Related Party Transaction” means any Contract or transaction between the Company Group, on the one hand, and any of the following parties, on the other hand: (A) Buyer and its Affiliates (other than the Company Group), (B) any executive officer or director of Buyer or its Affiliates (including the Company Group), or (C) a Family Member, equity holder, director, principal, manager, employee, consultant, adviser, agent or representative of any of the Persons identified in clauses (A) or (B); provided, that “Related Party Transaction” shall not include any of the Related Party Transactions listed on Exhibit E.

(ix) “Terminaling Transaction” means any sale, disposition, agreement for joint development or similar transaction for development of a terminaling project to be used for the storage of crude, condensate, refine petroleum or related products at a Company Group site.

Section 2.6 Purchase Price Allocation. The sale and purchase of the Interests shall be treated for income Tax purposes as the sale and purchase of the assets of the Company and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. Seller and Buyer agree that the Initial Purchase Price will be allocated among the assets of the Company for all income Tax purposes in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, as set forth on Exhibit B of this Agreement (the “Asset Allocation Statement”). Buyer, Seller and their respective Affiliates agree to file all Tax Returns and information reports (including Internal Revenue Service (“IRS”) Form 8594) in a manner consistent with such Asset Allocation Statement and shall take no position inconsistent therewith, except as otherwise required by applicable Law pursuant to a Final Determination. If, following the Closing, Buyer pays to the Seller Representative, on behalf of the unitholders of the Seller (as determined as of immediately prior to the Effective Time), any of the payments described in Sections 2.4(d), 2.5(d) or 2.5(g), any such amounts shall be treated by Buyer as

additional consideration paid for the assets of the Company. Buyer will revise the Asset Allocation Statement to take into account any such amounts paid by Buyer following the Closing in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and Buyer agrees to file all federal, foreign, state, local and other Tax Returns and information reports prepared and filed by or for either Buyer or its Affiliates in accordance with the revised Asset Allocation Statement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement as follows:

Section 3.1 Organization and Good Standing. Seller is a limited partnership duly organized, validly existing and in good standing under the Laws of Delaware.

Section 3.2 Authority and Power. Seller has all requisite limited partnership power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Seller is a party (the “Seller Documents”), and to consummate the Transactions. The execution and delivery of this Agreement and the Seller Documents by Seller and the consummation by Seller of the Transactions have been duly authorized by the board of directors of the general partner of Seller, and no other limited partnership action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement and each of the Seller Documents and the consummation of the Transactions. This Agreement and each of the Seller Documents have been duly and validly executed and delivered by Seller and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Seller Document when so executed and delivered will constitute, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 3.3 Conflicts; Consents of Third Parties.

(a) None of the execution and delivery by Seller of this Agreement or the Seller Documents, the consummation by Seller of the Transactions, or compliance by Seller with any of the provisions hereof or thereof will (i) violate, conflict with or result in the breach of any organizational documents of Seller, (ii) conflict with or violate any Law or Order applicable to Seller or by which any of the properties or assets of Seller are bound or (iii) conflict with, violate, result in the breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon the Interests under, any of the terms, conditions or provisions of any Contract to which Seller is a party or by which Seller or any of its properties or assets may be bound; except for, in the case of clauses (ii) and (iii) for such conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances which would not, individually or in the aggregate, materially adversely affect the ability of Seller to consummate the Transactions.

(b) No consent, order, approval, authorization or other action of, or any filing with or notice to, any Person or Governmental Authority is required on the part of Seller in connection with the execution and delivery by Seller of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof or thereof, or the consummation by Seller of the Transactions except for such consents, orders, approvals, authorizations, filings or notices as either set forth on Section 3.3(b) of the Company Disclosure Schedules or the failure of which to be obtained or made would not materially adversely affect the ability of Seller to consummate the Transactions.

Section 3.4 Interests. Seller is the record and beneficial owner of the Interests, free and clear of all Encumbrances (other than Encumbrances arising under federal and state securities Laws). At the Closing, Seller shall transfer to Buyer good and marketable title to the Interests, and, assuming Buyer has the requisite power and authority to be the lawful owner of the Interests, Buyer shall own the Interests free and clear of all Encumbrances (other than any Encumbrances created by Buyer). Seller is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Interests.

Section 3.5 Litigation. There are no Actions pending or, to Seller’s knowledge, threatened against Seller that would reasonably be expected to prohibit or restrain the ability of Seller to enter into this Agreement or consummate the Transactions. Seller is not subject to any Order except to the extent the same would not reasonably be expected to prohibit or restrain the ability of Seller to enter into this Agreement or consummate the Transactions.

Section 3.6 Financial Advisor. Except as set forth on Section 3.6 of the Company Disclosure Schedules, no Person that has acted, directly or indirectly, as a broker, finder or financial advisor for Seller in connection with the Transactions is entitled to any fee or commission or like payment from the Company or any of its Subsidiaries in respect thereof.

Section 3.7 Taxes.

(a) Seller has (i) timely filed, or caused to be timely filed, taking into account any extensions, all material Tax Returns that were required to be filed by or with respect to the Company and each of its Subsidiaries and (ii) timely paid, or caused to be timely paid, all material amounts of Taxes pertaining or with respect to the Company and each of its Subsidiaries (whether or not shown thereon as due and owing) to the proper Governmental Authority. All Tax Returns of Seller as such Tax Returns pertain to the Company and each of its Subsidiaries are true, correct and complete in all material respects.

(b) There are no material written claims by any Governmental Authority in a jurisdiction where Seller does not file Tax Returns that relate to the Company or any of its Subsidiaries that Seller may be subject to taxation by that jurisdiction, as a result of the Company or any such Subsidiary.

(c) Except as set forth on Section 3.7(c) of the Company Disclosure Schedules, there are (i) no material asserted or proposed deficiencies or assessments of Taxes

from any Governmental Authority with respect to Seller as it relates to the Company or any of its Subsidiaries, (ii) no ongoing Actions concerning any material Tax liability of Seller as it relates or pertains to the Company or any of its Subsidiaries and no such Action is threatened in writing, (iii) no requests, agreements, or consents to waive or extend the statutory period of limitations applicable to the assessment of Taxes that have been granted by Seller as it relates to the Company and/or its Subsidiaries and (iv) no events or developments, other than the accrual of interest, that would cause an increase in the 2008 Sales and Use Tax Liability Amount.

(d) There are no material Tax liens on the Interests, other than Permitted Encumbrances.

(e) Except as set forth on Section 3.7(e) of the Company Disclosure Schedules, Seller, as it pertains to the Company and its Subsidiaries (i) is not a party to any agreement or arrangement providing for the allocation, indemnification or sharing of Taxes, (ii) has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return, (iii) has no liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any other comparable provision of state, local or non-U.S. Tax Law) as transferee or successor, by Contract or otherwise, and (iv) has not granted a power of attorney that is currently in force with respect to any Tax matter pertaining to the Company and any of its Subsidiaries that would, in any manner, bind, obligate or restrict Buyer.

(f) Seller is not a “foreign person” as defined in Section 1445 of the Code.

(g) Notwithstanding the foregoing, for purposes of this Section 3.7, any reference to Seller shall be deemed to include any Person that merged with or was liquidated into Seller prior to the Closing Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE COMPANY

Except as set forth on the Company Disclosure Schedules, the Company represents and warrants to Buyer as of the date of this Agreement as follows:

Section 4.1 Organization and Qualification.

(a) Each of the Company and its Subsidiaries (i) is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization; (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and to carry on its business as now being conducted; and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except, in the case of clause (iii), where the failure to be so qualified or licensed or in good standing, would not be reasonably likely to have a Company Material Adverse Effect.

(b) The Company previously delivered to Buyer true and correct copies of the Company LLC Agreement, the Company Certificate of Formation, and the certificate of formation and limited liability company agreement or other organizational documents of each of its Subsidiaries, in each case as amended to the date of this Agreement, and each as so delivered is in full force and effect.

Section 4.2 Authority and Power. The Company has all requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which the Company is a party (the “Company Documents”), and to consummate the Transactions. The execution and delivery of this Agreement and the Company Documents by the Company and the consummation by the Company of the Transactions have been duly authorized by the sole member of the Company, and no other limited liability company action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and each of the Company Documents and the consummation of the Transactions. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Company Document when so executed and delivered will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.3 No Conflict; Required Filings and Consents.

(a) None of the execution and delivery by the Company of this Agreement or the Company Documents, the consummation by the Company of the Transactions, or compliance by the Company with any of the provisions hereof or thereof will (i) violate, conflict with or result in the breach of the Company LLC Agreement, the Company Certificate of Formation or the organizational documents of any of the Company’s Subsidiaries, (ii) conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their properties or assets are bound or (iii) conflict with, violate, result in the breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon the Interests under, any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets may be bound; except for, in the case of clauses (ii) and (iii) for such conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances which would not, individually or in the aggregate, materially adversely affect the ability of the Company to consummate the Transactions or be reasonably likely to have a Company Material Adverse Effect.

(b) No consent, order, approval, authorization or other action of, or any filing with or notice to, any Person or Governmental Authority is required on the part of the Company or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof or thereof, or the consummation by the Company of the Transactions except for such consents, orders, approvals, authorizations, filings or notices set forth on Section 4.3(b) of the Company Disclosure Schedules.

Section 4.4 Capitalization. Section 4.4 of the Company Disclosure Schedules sets forth a list of the authorized and issued and outstanding equity interests of the Company and each of its Subsidiaries and the record and beneficial owners thereof. Except for the Interests, neither the Company nor any of its Subsidiaries has issued or agreed to issue any: (i) units, interests, shares of capital stock or other equity or ownership interest; (ii) option, warrant or interest convertible into or exchangeable or exercisable for the purchase of Interests or other compensatory equity or equity-linked interests with respect to the membership interests of the Company or any of its Subsidiaries; (iii) interest in the ownership or earnings of the Company or any of its Subsidiaries; or (iv) bond, debenture or other indebtedness having the right to vote or convertible or exchangeable for securities having the right to vote. Each outstanding unit, interest, share of capital stock or other equity or ownership interest of the Company and each of its Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and in the case of its Subsidiaries, each such unit, interest, share or other equity or ownership interest is owned by the Company or its Subsidiaries, free and clear of any Encumbrance, other than transfer restrictions imposed under applicable Laws and Permitted Encumbrances. Except for rights granted to Buyer under this Agreement, there are no outstanding obligations of the Company or any of its Subsidiaries to issue, sell or transfer or repurchase, redeem or otherwise acquire, or that relate to the holding, voting or disposition of or that restrict the transfer of, the issued or unissued capital stock or other equity or ownership interests of the Company or any of its Subsidiaries. No Interests, units, capital stock or other equity or ownership interests of the Company or any of its Subsidiaries have been issued in violation of any rights, agreements, arrangements or commitments under any provision of applicable Law, the Company LLC Agreement, the Company Certificate of Formation, the organizational documents of any Subsidiaries of the Company or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.

Section 4.5 Equity Interests. Other than the ownership interests of the Company in its Subsidiaries set forth on Section 4.5 of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries directly or indirectly owns any equity, partnership, membership or similar interest in any Person.

Section 4.6 Financial Statements.

(a) True and complete copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of each of February 29, 2016, December 31, 2015, December 31, 2014 and December 31, 2013, and the related unaudited consolidated statements of operations and cash flows for the periods then ended (collectively referred to as the “Financial Statements”), are attached as Section 4.6 of the Company Disclosure Schedules. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of February 29, 2016 (the “Latest Balance Sheet Date”) is referred to herein as the “Latest Balance Sheet” and such balance sheet, together with the related unaudited consolidated statements of operations and cash flows for the period ended February 29, 2016, are referred to herein as the “Latest Financial Statements”. Each of the Financial Statements (a) has been prepared based upon the information concerning the Company and its Subsidiaries contained in the Company’s and its Subsidiaries’

books and records and in accordance with GAAP applied on a consistent basis throughout the periods indicated and (b) fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject to the absence of footnote disclosure.

(b) All of the Inventory of the Company and its Subsidiaries is usable and salable in the ordinary course of business consistent with past practice, except for obsolete items and items of below-standard quality which have been written down to estimated net realizable value in the Financial Statements. All accounts receivable of the Company and its Subsidiaries that are reflected in the Latest Financial Statements represent current, valid obligations arising from sales actually made or services actually provided and, to the Company’s Knowledge, are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Latest Balance Sheet.

(c) Except as set forth on Section 4.6(c) of the Company Disclosure Schedules, the Company and its Subsidiaries do not have any liability or obligation of any kind, whether absolute, accrued, asserted or unasserted, contingent or otherwise, required by GAAP to be set forth in a financial statement or in the notes thereto, except for liabilities, obligations or contingencies that (i) have been incurred since the Latest Balance Sheet Date in the ordinary course of business consistent with past practice, (ii) have been incurred in connection with the Transactions, (iii) that are accrued or reserved against in the unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Latest Balance Sheet Date or (iv) are not material to the Company and its Subsidiaries taken as a whole.

Section 4.7 Indebtedness. There is no Indebtedness of the Company or any Subsidiary of the Company.

Section 4.8 Absence of Certain Changes or Events.

(a) Except as reflected on the Latest Financial Statements or in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, since the Latest Balance Sheet Date to the date hereof (i) the Company and its Subsidiaries have conducted their business in all material respects in the ordinary course of business consistent with past practice; and (ii) there has not occurred any event, change, development, condition, occurrence or effect that. has had or would reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Without limiting the generality of the foregoing, except as reflected on the Latest Financial Statements or in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions, since the Latest Balance Sheet Date to the date hereof, neither the Company nor any of its Subsidiaries has:

(i) declared, set aside, made or paid any dividend or other distribution (whether in cash or in kind) on or with respect to any of its membership interests or other equity securities;

(ii) reclassified, combined, split, subdivided or redeemed, or purchased or otherwise acquired, directly or indirectly, any of its membership interests or other equity securities;

(iii) made any payments to Seller or any Affiliate of Seller (other than the Company and any Subsidiary of the Company);

(iv) transferred, issued, sold or disposed of any of its membership interests or other equity securities or granted options, warrants, calls or other rights to purchase or otherwise acquire any of its membership interests or other equity securities;

(v) amended or otherwise changed, or authorized or proposed to amend or otherwise change, its certificate of formation or limited liability company agreement or equivalent organizational documents;

(vi) incurred any Indebtedness or made any loans or advances, except in the ordinary course of business consistent with past practice;

(vii) made any commitment for any capital expenditure;

(viii) issued, sold, pledged, disposed of or otherwise subjected to any Encumbrance (other than Permitted Encumbrances) (A) any of its membership interests or other equity securities, or any options, warrants, calls or other rights to acquire any such membership interests or other equity securities or (B) any material properties or assets of the Company or any of its Subsidiaries, other than sales or transfers of inventory in the ordinary course of business consistent with past practice;

(ix) directly or indirectly acquired or agreed to acquire (A) by merging or consolidating with, purchasing a substantial equity interest in or a substantial portion of the assets of, making an investment in or loan or capital contribution to or in any other manner, any corporation, partnership, association or other business organization or division thereof or (B) any assets that are otherwise material to the Company and its Subsidiaries, other than inventory acquired and capital expenditures made in the ordinary course of business consistent with past practice;

(x) made any material deviation from any historical accounting principle, procedure or practice followed by the Company or any of its Subsidiaries or in the method of applying any such principle, procedure or practice;

(xi) (i) hired or terminated any employee or manager, other than any non-officer employee hired or terminated in the ordinary course of business consistent with past practice, (ii) materially increased, established or committed to materially increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to its consultants, managers or employees, including without limitation pursuant to any Company Plan, other than any increase, establishment or commitment affecting non-officer employees that was implemented in the ordinary course of business consistent with past practice, (iii) adopted, entered into, established, materially amended or modified in any material respect, or terminated any Company Plan, or (iv) accelerated the

vesting or payment of any compensation or benefits under any Company Plan (other than as required under any Company Plan pursuant to the terms of such Company Plan in existence as of the date hereof or other than in the ordinary course of business consistent with past practice);

(xii) instituted, settled or agreed to settle any Action;

(xiii) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; or

(xiv) authorized any of, or committed, resolved or agreed to take any of, the foregoing actions.

Section 4.9 Compliance with Law; Permits.

(a) Since December 31, 2012 each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Since December 31, 2012, none of the Company or any of its Subsidiaries has received any written notice from any Governmental Authority of any failure by the Company or any of its Subsidiaries to be in compliance in any material respect with any Law applicable to it.

(b) Section 4.9(b) of the Company Disclosure Schedules sets forth a true and correct list of each of the material Permits held by the Company or any of its Subsidiaries or issued by any Governmental Authority or other Person to Seller or its Subsidiaries with respect to the assets or the business of the Company and its Subsidiaries as of the date of this Agreement and the expiration date of each such Permit. Such Permits constitute all of the material Permits required for the Company and its Subsidiaries to own, lease and operate their properties and to carry on their business in all material respects as currently conducted. Each such Permit is in full force and effect, and each of the Company and its Subsidiaries is in compliance in all material respects with all such Permits. No suspension, cancellation, modification, revocation or nonrenewal of any such Permit is pending or, to the Knowledge of the Company, threatened. The Company has no Knowledge of any reason why any Permit would not be renewed in the ordinary course of business. All required filings with respect to such Permits have been timely made and all required applications for renewal thereof have been timely filed. No such Permits will terminate as a result of the consummation of the Transactions.

Section 4.10 Litigation. Except as set forth on Section 4.10 of the Company Disclosure Schedules, there are no Actions pending or, to the Knowledge of the Company, threatened against or involving the Company or any of its Subsidiaries or Owned Real Property, whether at law or in equity, whether civil or criminal in nature, by or before any arbitrator, Governmental Authority or other Person, nor, to the Knowledge of the Company, are there any investigations relating to the Company or any of its Subsidiaries or Owned Real Property pending or threatened by or before any arbitrator, any Governmental Authority or other Person. Section 4.10 of the Company Disclosure Schedules sets forth each Order to which the Company or any of its Subsidiaries is subject, and each of the Company and its Subsidiaries in in compliance in all material respects with each such Order.

Section 4.11 Employee Benefit Plans.

(a) Section 4.11(a) of the Company Disclosure Schedules sets forth a true and complete list of each Employee Benefit Plan (i) currently sponsored in whole or in part, maintained or contributed to by the Company or any of its Subsidiaries, (ii) currently sponsored in whole or in part, maintained or contributed to by Seller and which covers any Employee or beneficiary of an Employee, or (iii) under which the Company or Seller has any obligation or liability (contingent or otherwise) for the benefit of any Employee or beneficiary of an Employee (each, a “Company Plan”).

(b) With respect to each Company Plan, Seller has provided to Buyer a true and complete copy, as applicable, of (i) each such Company Plan (or a summary thereof if no plan document exists) including all plan amendments, (ii) a true and complete copy of each trust or other funding arrangement, including insurance contracts, (iii) the most recent summary plan description and any material modifications thereto, (iv) the most recently filed annual report filed on IRS Form 5500, (v) the most recently received IRS determination or opinion letter for each such Company Plan, and (vi) copies of any filings within the past three years (A) with the IRS or for the Company’s internal records under Revenue Procedure 2013-12 or its predecessor revenue procedures (EPCRS Program) and (B) with the Department of Labor or for the Company’s internal records under its Voluntary Fiduciary Compliance Program (or predecessor program).

(c) Each Company Plan has been operated in all respects in accordance with its terms and in all material respects in compliance with the applicable provisions of all applicable Laws, including ERISA and the Code. There are no Actions pending or, to the Knowledge of the Company, threatened with respect to any Company Plan, other than claims for benefits in the ordinary course.

(d) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received a timely, current and favorable determination letter from the IRS or is entitled to rely on a current, favorable opinion or advisory letter issued by the IRS and, to the Knowledge of the Company, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Plan.

(e) Except as set forth on Section 4.11(e) in the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries or ERISA Affiliates contributes to, has any obligation to contribute to, or has, during the past six (6) years, contributed to or has, during the past six (6) years, had any obligation to contribute to, any single employer pension plan (within the meaning of Section 3(35) of ERISA, Section 414(j) of the Code, Section 4063 of ERISA or Section 4064 of ERISA) or multiemployer plan (within the meaning of Section 3(37) of ERISA), in either case, that is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code. Neither the Company nor any of its Subsidiaries or ERISA Affiliates has, during the past six (6) years, sponsored, maintained, contributed to, or been obligated to contribute to a “multiple employer plan” (meaning a plan sponsored by more than one employer within the meaning of Section 413(c) of the Code) or a “multiple employee welfare arrangement” (as defined in Section 3(40) of ERISA). The Company and its Subsidiaries have not incurred and no circumstances exist under which the Company and its Subsidiaries could reasonably be expected to incur any liability under Title IV of ERISA or Section 412 of the Code.

(f) All contributions, premiums or payments required to be made by the Company or any of its Subsidiaries (or Seller, to the extent such contributions, premiums or payments related to an Employee or beneficiary of an Employee) with respect to any Company Plan have been made on or before their due dates or have been properly accrued as liabilities of the Company and properly reflected in financial statements in accordance with the terms of the Company Plan, or any collective bargaining agreement and applicable Law. All payments that are required to be made by an ERISA Affiliate of the Company with respect to any defined benefit pension plan subject to Section 412 of the Code have been timely made.

(g) The consummation of the Transactions (alone or in connection with any other event) will not (i) entitle any current or former employee, manager or individual independent contractor of the Company or any of its Subsidiaries to any benefit under any Company Plan or (ii) accelerate the time of payment or vesting or increase the amount of any compensation or other benefit due to any current or former employee, manager or individual independent contractor of the Company or any of its Subsidiaries under any Company Plan.

(h) No amount that could be received in connection with the consummation of the Transactions by any employee, officer, director or other service provider of the Company or any of its Subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be expected to be an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

(i) Neither the Company nor any of its Subsidiaries have any liability or obligation to provide any welfare benefits, including, but not limited to, death or medical benefits with respect to any current or former Employee beyond his or her retirement or other termination of service other than unsubsidized coverage mandated by Part 6 of Title I of ERISA or Code Section 4980B or similar state law.

(j) Each Company Plan that is sponsored in whole or in part or maintained by the Company or any of its Subsidiaries can be terminated following the Closing in accordance with its terms and neither the Company nor its Subsidiaries nor any such Company Plan will be subject to any surrender fees or service fees upon termination except for any reasonable administrative fees associated with the termination of such plan or severance payments or benefits that may become payable in accordance with the terms of such plans. The Company reserves the right to amend or terminate all Company Plans that are sponsored in whole or in part or maintained by the Company or any of its Subsidiaries in accordance with their respective terms, including any such Company Plan that is an “employee welfare benefit plan” as defined in Section 3(1) of ERISA.

Section 4.12 Labor and Employment Matters.

(a) Except as set forth on Section 4.12(a) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or similar Contract with a labor organization with respect to any Employees. Section 4.12(a)

of the Company Disclosure Schedules contains an accurate list of each collective bargaining agreement or similar Contract, as well as any side agreements with the applicable union or labor organization, with a labor organization to which the Company or any of its Subsidiaries is a party, including the names of the labor organizations that are parties to those agreements. To the Knowledge of the Company, no strike, picketing, slowdown, arbitration, claim of unfair labor practices, work stoppage or lockout is pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries with respect to any Employee. Neither the Company nor any of its Subsidiaries has committed any material unfair labor practice since December 31, 2012.

(b) Section 4.12(b) of the Company Disclosure Schedules sets forth an accurate list (as of the date set forth therein) of the names, positions and current hourly wage or annual salary, as applicable, and target incentive compensation of the Employees. Except as set forth on Section 4.12(b) of the Company Disclosure Schedules, and except for Transaction Severance Policy (Policy No. HR BEN-014) or pursuant to the Company Plans set forth on Section 4.11(a) of the Company Disclosure Schedules, no such Employees are covered by contracts restricting the Company’s or any of its Subsidiaries’ right to terminate their employment at will or requiring payment of severance pay upon termination of employment. Section 4.12(b) of the Company Disclosure Schedules also sets forth an accurate list (as of the date set forth therein) of the names and current rate of compensation of individual independent contractors engaged to personally provide services to the Company or any of its Subsidiaries in the ordinary course of business. The Company and each of its Subsidiaries have properly classified the individuals listed on Section 4.12(b) of the Company Disclosure Schedules as independent contractors or employees, as the case may be, including for purposes of the Company Plans. Each Employee classified as “exempt” from overtime and/or minimum wage requirements of the Fair Labor Standards Act (“FLSA”) or any state or local wage Law is properly and correctly so classified in compliance with the FLSA and all other applicable Laws. Except as set forth on Section 4.12(b) of the Company Disclosure Schedules, the employment of each Employee and the engagement of each independent contractor of the Company or any of its Subsidiaries is terminable at will by the Company or such Subsidiary without any penalty, liability, or severance obligation incurred by the Company or such Subsidiary. To the Knowledge of the Company, no Employee or individual consultant with whom the Company or any of its Subsidiaries has contracted is in violation in any material respect of any confidential or proprietary information, intellectual property, or other restrictive covenant including in any employment contract, proprietary information agreement or any other agreement with the Company or its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any written notice alleging that any such violation has occurred within the past five (5) years. To the Knowledge of the Company, no executive officer or management employee of the Company or any of its Subsidiaries intends to terminate his or her employment with the Company, nor does the Company or any of its Subsidiaries have a present intention to terminate the employment of any executive officer or management employee of the Company or its Subsidiaries.

(c) Except as set forth on Section 4.12(c) of the Company Disclosure Schedules, there is no material equal employment opportunity or material discrimination complaint or material charge, human rights or civil rights complaint or charge, wage and hour complaint or charge, or other material employment-related complaint, charge, compliance review or Action against or involving the Company or any of its Subsidiaries pending before any court

or other Governmental Authority, or, to the Knowledge of the Company, threatened. The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws respecting employment and employment practices, including all such applicable Laws relating to discrimination, wrongful discharge, wages, overtime classification, hours, occupational safety and health, immigration, employee privacy, classification of employees, consultants and independent contractors. Without limiting the foregoing, the Company and each of its Subsidiaries is in full compliance in all material respects with the terms and provisions of applicable federal and state immigration and employment eligibility verification Laws, including the Immigration and Nationality Act and the Immigration Reform and Control Act of 1986, and all related regulations promulgated thereunder. (collectively, the “Immigration Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has, within the past five (5) years, been the subject of any inspection or investigation relating to its compliance with or violation of the Immigration Laws or required to pay any material fine or penalty by reason of any failure to comply with the Immigration Laws. To the Knowledge of the Company, within the past five (5) years, no Office of Federal Contract Compliance Programs compliance review or investigation, Wage and Hour Division compliance review or investigation, Occupational Safety and Health Administration compliance review or investigation or other United States Department of Labor or state department of labor compliance review or investigation has been made of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received any notice of any such future compliance review or investigation. Without limiting the foregoing, except as set forth on Section 4.12(c) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has, within the past five (5) years, been required to pay any material fine or penalty by reason of any failure to comply with the FLSA or any state wage and hour or wage payment Law or with the Occupational Safety and Health Act (“OSHA”) or any state occupational safety and health Law.

(d) In the year preceding the date of this Agreement, (i) neither the Company nor any of its Subsidiaries has incurred any liability, notification obligations, payment obligations or other obligations under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or the regulations promulgated thereunder, or any similar state or local Law, in any case, that remains unsatisfied, and (ii) neither the Company nor any of its Subsidiaries has effectuated a “plant closing” or a “mass layoff” (each as defined in the WARN Act) affecting any site of employment or facility of the Company and its Subsidiaries. Except as set forth in Section 4.12(d) of the Company Disclosure Schedules, no employee of the Company or any of its Subsidiaries has suffered an “employment loss” (as defined in the WARN Act) in the ninety (90) days immediately prior to the Closing Date.

(e) Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any consent decree with, conciliation agreement with, notice of violation from, warning from, or citation by, any Governmental Authority relating to employees, labor or employment Laws, or employment practices. Since December 31, 2012 none of the Company or any of its Subsidiaries has been the subject of any investigation, audit or compliance review by any Governmental Authority responsible for enforcement of labor or employment Laws or related government contracting Laws. Since December 31, 2012, none of the Company or any of its Subsidiaries has received any notice of intent by any Governmental Authority responsible for the enforcement of labor or employment Laws to conduct an investigation, audit or compliance review relating to the Company or any of its Subsidiaries and, to the Knowledge of the Company, no such investigation, audit or compliance review is in progress.

Section 4.13 Title; Sufficiency of Assets.

(a) Except as set forth on Section 4.13(a) of the Company Disclosure Schedules, the Company or one of its Subsidiaries owns and has good title to, or holds pursuant to valid and enforceable leases in respect of, all machinery, equipment and other tangible property reflected on the Latest Balance Sheet as owned by the Company or one of its Subsidiaries, free and clear of all Encumbrances other than Permitted Encumbrances, except for such property sold or disposed of subsequent to the date thereof in the ordinary course of business. The machinery, equipment and other tangible property owned or leased by the Company and its Subsidiaries is in all material respects (i) in good working order and condition, ordinary wear and tear excepted and (ii) usable in the ordinary course of business consistent with past practice of the Company and its Subsidiaries.

(b) Immediately after the Closing, the assets and properties owned, leased or licensed by the Company and its Subsidiaries, after taking into account the services to be provided under the Services Agreements, will constitute all material assets and properties necessary, and all of such assets and properties are sufficient, to operate the business of the Company and its Subsidiaries as conducted immediately prior to the Closing.

(c) Except as set forth on Section 4.13(c) of the Company Disclosure Schedules and assets and properties made available under the Services Agreements, all assets and properties used by the Company and its Subsidiaries in their business are owned, leased or licensed by the Company or one of its Subsidiaries, and none of the Affiliates of Seller (other than the Company or any of its Subsidiaries) own, lease or license any assets or properties used in the business of the Company and its Subsidiaries.

Section 4.14 Real Property.

(a) Section 4.14(a) of the Company Disclosure Schedules sets forth a true and complete list in all material respects of all Owned Real Property as of the date of this Agreement. Except as set forth on Section 4.14(a) of the Company Disclosure Schedules, none of the Company or any of its Subsidiaries has owned any other real property or held any interest therein since December 31, 2012.

(b) The Company or one of its Subsidiaries has good and insurable title in fee simple to all Owned Real Property, free and clear of all Encumbrances except Permitted Encumbrances.

(d) No parcel of the Owned Real Property, or any portion thereof, is subject to any Order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed.

(e) To the Knowledge of the Company, the use, occupancy, and operation of the Owned Real Property by the Company and its Subsidiaries comply in all material respects with applicable Law. Nether the Company nor any of its Subsidiaries has received any written notice to the contrary from any Governmental Authority.

(f) To the Knowledge of the Company, the Owned Real Property complies in all material respects with all restrictions and requirements contained in the Permitted Encumbrances. There are no contractual or legal restrictions that preclude or restrict the ability to use any Owned Real Property by the Company or any of its Subsidiaries for the current use of such Owned Real Property. There are no material adverse physical conditions and, to the Knowledge of the Company, there are no material latent defects affecting any Owned Real Property.

(g) Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, since December 31, 2012, none of the Company or any of its Subsidiaries has subleased, licensed or otherwise granted to any other Person the right to use or occupy the Owned Real Property or any portion thereof. Except as set forth on Section 4.14(g) of the Company Disclosure Schedules, to the Knowledge of the Company, no Person other than the Company or one of its Subsidiaries has asserted any rights in, or to acquire, the Owned Real Property or any part thereof.

Section 4.15 Taxes.

(a) The Company is properly treated as an entity disregarded as separate from its owner for U.S. federal income tax purposes in accordance with Treasury Regulation Section 301.7701-3(b).

(b) There are no material written claims by any Governmental Authority in a jurisdiction where the Company and/or its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries may be subject to taxation by that jurisdiction.

(c) Except as set forth on Section 4.15(c) of the Company Disclosure Schedules, there are (i) no material asserted or proposed deficiencies or assessments of Taxes from any Governmental Authority with respect to the Company or any of its Subsidiaries, (ii) no ongoing Actions concerning any material Tax liability of the Company or any of its Subsidiaries and no such Action is threatened in writing and (iii) no requests, agreements, or consents to waive or extend the statutory period of limitations applicable to the assessment of Taxes that have been granted by the Company and/or any of its Subsidiaries.

(d) There are no material Tax liens on the assets of the Company or any of its Subsidiaries other than Permitted Encumbrances.

(e) Neither the Company nor any of its Subsidiaries (i) is a party to any agreement or arrangement providing for the allocation, indemnification or sharing of Taxes, (ii) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return, or (iii) has any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any other comparable provision of state, local or non-U.S. Tax Law) as transferee or successor, by Contract or otherwise.

Section 4.16 Environmental Matters.

(a) (i) The Company and each of its Subsidiaries, and their respective businesses, including the methods and means employed in the operation thereof are, and at all times since October 31, 2012 have been, in compliance in all material respects with, and have no material Liability under any and all applicable Environmental Laws; (ii) the Inventory that is, and has been, distributed, sold, stored, transferred or used by the Company or any of its Subsidiaries, since October 31, 2012, is in compliance in all material respects with Environmental Laws; (iii) the Company and each of its Subsidiaries, and their respective businesses, are in current compliance in all material respects with all of the applicable Permits issued to the Company or any of its Subsidiaries; (iv) to the Company’s Knowledge, all instances of past material noncompliance by the Company or any of its Subsidiaries or concerning their respective businesses since October 31, 2012, have been cured, settled, and resolved in all material respects; and (v) the Company and each of its Subsidiaries, and their respective businesses, have, since October 31, 2012, been in compliance in all material respects with all of the applicable Permits issued to the Company and its Subsidiaries.

(b) All material Permits required under Environmental Laws to have been obtained as of the date of this Agreement by or on behalf of the Company or any of its Subsidiaries or, to the Knowledge of the Company, by or on behalf of any other Person, for the ownership and operation of the respective businesses of the Company and its Subsidiaries and the Facilities have been obtained, and remain in full force and effect, and there are no pending judiciary or regulatory proceedings by any Governmental Authority that would reasonably be expected to result in the termination, revocation, nonrenewal or adverse modification of any such Permit.

(c) Neither the Company nor any of its Subsidiaries has, since October 31, 2012, received (i) any written request from a Governmental Authority or other third-party for information, or been notified in writing that it is a potentially responsible party under CERCLA, or (ii) any written notice from a Governmental Authority or any other third-party of any violation or alleged violation of, or liability or obligation under, any Environmental Laws.

(d) There are no pending, nor to the Company’s Knowledge, threatened Actions, Orders or Environmental Claims to which the Company or any of its Subsidiaries is a party or otherwise related to their respective businesses, or for which the Company or any of its Subsidiaries has or is reasonably likely to have retained or assumed Liability either contractually or by operation of Law, which address (i) compliance of, with, or liability pursuant to any Environmental Laws or (ii) any Handling of Substances.

(e) No Facility is listed or proposed for listing on the “National Priorities List” under CERCLA, or on the Comprehensive Environmental Response Compensation and Liability Information System maintained by the United States Environmental Protection Agency, or any similar state list of sites requiring investigation or cleanup.

(f) None of the Company or any of its Subsidiaries has caused, since October 31, 2012, the Release of any Substance on or under any Facility in an amount and of a nature which has resulted in a material violation of Environmental Laws, material Liability or a material Environmental Claim with respect to the Company or any of its Subsidiaries or their respective business.

(g) None of the Company or any of its Subsidiaries has engaged, since October 31, 2012, in the Handling of any Substances, or caused the Release of any Substances in reportable quantities from, on or under any Facility or related to their respective businesses except: (i) in material compliance with applicable Environmental Laws; and (ii) in a manner that has not resulted in and is not reasonably likely to result in a material Environmental Claim or require remediation under any Environmental Laws.

(h) None of the Company or any of its Subsidiaries is, and, with respect to the respective businesses of the Company and its Subsidiaries, neither the Company nor any of its Affiliates are, party to any Contract pursuant to which it is obligated to indemnify any other Person with respect to, or be responsible for any Environmental Claim or violations, obligations or liabilities pursuant to, or in violation of, Environmental Laws.

(i) There are not now any known underground storage tanks, landfills, waste disposal areas, wastewater surface impoundments or lagoons, asbestos or polychlorinated biphenyls on any Facilities.

(j) The Company and its Subsidiaries have made available to Buyer true and correct copies of all final environmental assessment reports, and in each case where no final report exists, the latest draft report, in the possession or control of the Company, any of its Subsidiaries or Seller relating to any Facility, the respective businesses of the Company and its Subsidiaries, any material Liability for the Company or any of its Subsidiaries pursuant to Environmental Law.

(k) Under the Asset Purchase Agreement between Mobil Oil Corporation and Agrifos Fertilizer L.P., dated September 10, 1998 (the “1998 APA”), there has not occurred, after October 31, 2012, any material breach, material default or event which, with notice or lapse of time, or both, would constitute a material default on the part of the Company or any of its Subsidiaries, or to the Company’s Knowledge, ExxonMobil. To the Company’s Knowledge, the 1998 APA is in full force and effect, constitutes the legal and binding obligation of the Company and its Subsidiaries and ExxonMobil, and has not been modified or amended in any material respect. The execution of this Agreement and the consummation of Transactions will not give rise to any consent requirement under the 1998 APA.

Section 4.17 Material Contracts.

(a) Section 4.17(a) of the Company Disclosure Schedules sets forth a list of all Contracts described in clauses (i) through (viii) below (“Material Contracts”) to which, as of the date of this Agreement, the Company or any of its Subsidiaries is a party. True and complete copies of the Material Contracts listed on Section 4.17(a) of the Company Disclosure Schedules, together with all amendments, modifications or supplements thereto, have been delivered to or made available to Buyer or its Representatives:

(i) each Contract (other than (x) purchase orders with suppliers or customers entered into in the ordinary course of business and (y) Contracts of the type (without

giving effect to dollar thresholds) described in other clauses of this Section 4.17(a)) that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $100,000 which are not cancelable (without penalty, cost or other liability) within ninety (90) days;

(ii) each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by the Company or any of its Subsidiaries, in each case, having an outstanding principal amount in excess of $100,000 or secured by any portion of any of the Company’s or any of its Subsidiaries’ assets;

(iii) each Contract to provide any funds to or make any investment in (whether in the form of a loan, capital contribution or otherwise) in any Person;

(iv) each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries (other than in the ordinary course of business), in each case, involving payments in excess of $100,000, other than Contracts in which the applicable acquisition or disposition has been consummated and under which there are no remaining material ongoing obligations of the Company or its Subsidiaries thereunder;

(v) each Contract pursuant to which the Company or any of its Subsidiaries has potential liability in respect of any purchase price adjustment, earn-out or contingent purchase price;

(vi) any Contract that provides for the indemnification of any Person by the Company or any of its Subsidiaries, except for Contracts entered into in the ordinary course of business consistent with past practice or where such indemnity is not material to the Company and its Subsidiaries;

(vii) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement, and other Contract that, in each case, (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property and (y) involves annual payments in excess of $100,000;

(viii) each joint venture Contract, partnership agreement or limited liability company agreement with a third party (in each case, other than with respect to wholly owned Subsidiaries of the Company);

(ix) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $100,000;

(x) each Contract (other than license agreements or software as service agreements to use commercial available off-the-shelf software, including as a service) pursuant to which intellectual property material to the business of the Company or its Subsidiaries has been licensed or sublicensed to or from the Company or any of its Subsidiaries, or pursuant to which the Company or any of its Subsidiaries is obligated to pay, or pursuant to which the Company or any of its Subsidiaries receives, any royalty or other fee for the use of or the right to use, any intellectual property material to the business of the Company or its Subsidiaries;

(xi) each collective bargaining agreement and any other material agreement with any labor union;

(xii) each employment, retention, severance or change in control agreement between any Employee and the Company or any of its Subsidiaries (excluding at-will employment arrangements that can be terminated by the Company or its Subsidiaries on thirty days’ notice or less without penalty or liability);

(xiii) each Contract pursuant to which the Company or any of its Subsidiaries stores inventory at any location other than a location owned or leased by the Company or any of its Subsidiaries; and

(xiv) each Contract containing covenants expressly limiting in any material respect the freedom of the Company or any of its Subsidiaries to compete with any Person in a product line or line of business or operate at any location or containing an exclusivity or “most favored nation” clause.

(b) As of the date of this Agreement, all of the Material Contracts listed in Section 4.17(a) of the Company Disclosure Schedules are (i) in full force and effect and (ii) represent the valid and binding obligations of the Company or one of its Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto, subject, in the cases of clauses (i) and (ii), to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Except, in each case, where the occurrence of such breach or default has not had or would not reasonably be expected to have a Company Material Adverse Effect, neither the Company, any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Material Contract. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Material Contract.

Section 4.18 Affiliate Interests and Transactions. Except for (a) the Separation Agreement and each of the Ancillary Agreements, (b) normal advances to employees in the ordinary course of business, (c) for payment of compensation for employment to employees in the ordinary course of business, and (d) for participation by employees, officers and directors in any Employee Benefit Plans, no director, manager or officer of the Company or any of its Subsidiaries or Seller or any Affiliate thereof (other than the Company or its Subsidiaries) is a party to any material Contract to which the Company or any of its Subsidiaries is a party, or, to the Knowledge of the Company, has a material interest in any material Contract, asset or property (real or personal), tangible or intangible, owned or leased by the Company or its Subsidiaries. There are no outstanding accounts receivable, accounts payable or other intercompany balances between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof (other than the Company or its Subsidiaries), on the other hand.

Section 4.19 Insurance. Section 4.19 of the Company Disclosure Schedules lists as of the date of this Agreement all policies of property, fire and casualty, workers’ compensation, and other forms of insurance held by the Company or any of its Subsidiaries or held by an Affiliate of the Company and which cover or relate to the assets of the Company or any of its Subsidiaries and describes any self-insurance or co-insurance arrangements by or affecting the Company or any of its Subsidiaries. True and complete copies of the insurance policies held by the Company or its Subsidiaries and listed on Section 4.19 of the Company Disclosure Schedules (the “Company Policies”) have been made available to Buyer. None of the Company or any of its Subsidiaries has received any written notice from any insurer under any such Company Policies notifying of non-renewal of such policy or canceling any such policy or denying coverage thereunder. All premiums on such Company Policies due and payable as of the date hereof have been paid and all of such Company Policies are in full force and effect. There are no pending claims against any Company Policies by either the Company or any of its Subsidiaries that insurers are defending under reservation of rights and, to the Company’s Knowledge, there exists no claim under any Company Policy that has not been properly filed by or on behalf of the Company or any of its Subsidiaries. Except as set forth on Section 4.19 of the Company Disclosure Schedules, such Company Policies will not be affected by or terminate or lapse by reason of the Transactions.

Section 4.20 Patents.

(a) Except as set forth on Section 4.20(a) of the Company Disclosure Schedules, (i) Operating Company owns full and undiminished right, title and interest in and to the Patents, including without limitation all rights, title, and interest in the Patents to sue for infringement thereof, and (ii) the Patents are free and clear of all Encumbrances, other than Permitted Encumbrances, and restrictions on transfer. There have not been and there are not any pending Actions relating in any way to the Patents, and, to the Company’s Knowledge, no such Actions have been threatened. To the Company’s Knowledge, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any Person to acquire any of the Patents. Each of the Patents is in full force and effect.

(b) As of the date of this Agreement, no issued U.S. or foreign patent or U.S. or foreign pending patent application not listed in Section 4.20 of the Company Disclosure Schedules (whether a provisional patent application, reissue, reexamination, extension, continuation, continuation in part, continuing prosecution application, or divisional) claims priority to any of the Patents.

(d) Operating Company is not subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Patents as a result of the Transactions or any prior transaction related to the Patents.

(e) None of the Company, any of its Subsidiaries or any of their representatives has engaged in any conduct, or omitted to perform any necessary act, the result of which would invalidate any of the Patents or hinder their enforcement, including but not limited to misrepresenting Operating Company’s patent rights to a standard-setting organization or committing inequitable conduct during the procurement of the Patents.

(f) Neither the Company nor any of its Subsidiaries has put a third party on notice of actual or potential infringement of any of the Patents or commenced enforcement action(s) with respect to any of the Patents.

(g) None of the Patents has been or is currently involved in any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or threatened.

(h) All maintenance fees, annuities, and the like that have become due on the Patents prior to the date of this Agreement have been timely paid.

(i) None of the Patents has ever been found invalid or unenforceable for any reason in any administrative, arbitration, judicial, or other proceeding, and neither the Company nor any of its Subsidiaries has received any written notice from any source alleging that any of the Patents may be invalid or unenforceable. To the Company’s Knowledge, there is no prior art that would invalidate any claim of any of the Patents.

(j) Neither the Company nor any of its Subsidiaries has received any written notice from any source alleging a legal basis preventing or otherwise hindering the exploitation or practice of the Patents, including, but not limited to, alleging that a license may be needed from a third party to exploit or practice any or all of the Patents.

Section 4.21 Exclusivity of Representations. Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of the Company, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Company, the Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Company, the Company’s Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), Seller and the Company (directly and on behalf of all Related Persons) each hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or

in any other form in consideration or investigation of the Transactions) to Buyer or its Affiliates or Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Company or any Related Person). Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of Seller, the Company or any Related Person has made or makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller and the Company as of the date of this Agreement as follows:

Section 5.1 Organization and Qualification. Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.

Section 5.2 Authority and Power. Buyer has all requisite limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party (the “Buyer Documents”) and to consummate the Transactions. The execution and delivery of this Agreement and the Buyer Documents by Buyer and the consummation by Buyer of the Transactions have been duly authorized by the board of managers of Buyer, and no other limited liability company on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and each of the Buyer Documents and the consummation of the Transactions. This Agreement and each of the Buyer Documents have been duly and validly executed and delivered by Buyer, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Buyer Document when so executed and delivered will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.3 No Conflict; Required Filings and Consents.

(a) None of the execution and delivery by Buyer of this Agreement or the Buyer Documents, the consummation by Buyer of the Transactions, or compliance by Buyer

with any of the provisions hereof or thereof will (i) violate, conflict with or result in the breach of any organizational documents of Buyer, (ii) conflict with or violate any Law or Order applicable to Buyer or by which any of the properties or assets of Buyer are bound or (iii) conflict with, violate, result in the breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any Contract to which Buyer is a party or by which Buyer or any of its properties or assets may be bound; except for, in the case of clauses (ii) and (iii) for such conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration which would not, individually or in the aggregate, materially adversely affect the ability of Buyer to consummate the Transactions.

(b) No consent, order, approval, authorization or other action of, or any filing with or notice to, any Person or Governmental Authority is required on the part of Buyer in connection with the execution and delivery by Buyer of this Agreement or the Buyer Documents, the compliance by Buyer with any of the provisions hereof or thereof, or the consummation by Buyer of the Transactions except for such consents, orders, approvals, authorizations, filings or notices the failure of which to be obtained or made would not materially adversely affect the ability of Buyer to consummate the Transactions.

Section 5.4 Litigation. There are no Actions pending or, to Buyer’s knowledge, threatened against Buyer that would reasonably be expected to prohibit or restrain the ability of Buyer to enter into this Agreement or consummate the Transactions. Buyer is not subject to any Order except to the extent the same would not reasonably be expected to prohibit or restrain the ability of Buyer to enter into this Agreement or consummate the Transactions.

Section 5.5 Sufficient Funds. Buyer has sufficient unrestricted cash on hand that is available on unconditional terms to enable Buyer to consummate on a timely basis the Transactions, including to pay the Purchase Price, and all other fees and expenses for which Buyer is responsible pursuant to this Agreement, in each case in accordance with the terms hereof.

Section 5.6 Financial Advisor. No Person that has acted, directly or indirectly, as a broker, finder or financial advisor for Buyer in connection with the Transactions is entitled to any fee or commission or like payment from Seller, the Company or any of its Subsidiaries in respect thereof.

Section 5.7 Non-Reliance of Buyer. Except for the specific representations and warranties expressly made by the Company or Seller in Article III and Article IV of this Agreement, (a) Buyer acknowledges and agrees that (i) none of the Company, Seller or any other Person is making or has made any representation or warranty, expressed or implied, at law or in equity, in respect of the Company, the Company’s Subsidiaries, or any of the Company’s or its Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of the business of the Company and its Subsidiaries, the effectiveness or the success of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, material or

other information (financial or otherwise) regarding the Company or any Subsidiary of the Company furnished to Buyer or its Representatives or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever, and (ii) no officer, agent, Representative or employee of Seller, the Company, any of the Company’s Subsidiaries or any other Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided; (b) Buyer specifically disclaims that it is relying upon or has relied upon any such other representations or warranties that may have been made by any Person, and acknowledges and agrees that the Company, Seller and the Seller Representative have specifically disclaimed and do hereby specifically disclaim any such other representation or warranty made by any Person; (c) Buyer specifically disclaims any obligation or duty by Seller, the Company or any other Person to make any disclosures of fact not required to be disclosed pursuant to the specific representations and warranties set forth in Article III and Article IV of this Agreement; and (d) Buyer is acquiring the Company subject only to the specific representations and warranties set forth in Article III and Article IV of this Agreement as further limited (and as specifically bargained for) by Section 9.1.

ARTICLE VI

COVENANTS

Section 6.1 Further Assurances. From time to time after the Closing, and for no further consideration, each of the parties shall, and shall cause its Subsidiaries to, execute, acknowledge and deliver such assignments, transfers, consents, assumptions and other documents and instruments and take such other actions as may be necessary to consummate and make effective the Transactions.

Section 6.2 Public Announcements. The initial press release of the parties announcing the execution of this Agreement shall be a joint press release of Buyer and Seller in a form that is mutually agreed upon.

Section 6.3 Directors’ and Officers’ Indemnification.

(a) Buyer shall cause the Company and each of its Subsidiaries for a period of not less than six (6) years from the Closing Date (i) to maintain provisions in its certificate of formation and limited liability company agreement concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s and its Subsidiaries’ former and current officers, directors, employees, and agents (the “Indemnitees”) that are no less favorable to those Persons than the provisions of the certificate of formation and limited liability company agreement of the Company or such Subsidiary, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b) The obligations of Buyer under this Section 6.3 shall survive the Closing and shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.3 applies without the consent of such affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.3 applies shall be third-party beneficiaries of this Section 6.3, each of whom may enforce the provisions of this Section 6.3).

Section 6.4 Retention Payment Letter Agreements. Buyer shall cause the Company and its Subsidiaries to timely make all payments required under the Retention Payment Letter Agreements.

Section 6.5 Phantom Unit Payments. Subject to and conditioned upon the consummation of the merger transaction contemplated by the Lux Merger Agreement (the “Lux Merger”) within sixty (60) days after the Closing Date, the Company shall pay to each holder of Phantom Units (as defined in the Lux Merger Agreement) set forth on Schedule A (each, a “Phantom Unitholder”) an amount in cash, less applicable withholding Taxes, equal to (a) the dollar value of the Merger Consideration per Partnership Common Unit (each such term as defined in the Lux Merger Agreement), determined (with respect to Parent Common Units (as defined in the Lux Merger Agreement)) by reference to the closing price of a Parent Common Unit on the New York Stock Exchange on the date on which such merger is consummated, multiplied by (b) the number of Phantom Units held by such Phantom Unitholder, as set forth on Schedule A (collectively, the “Phantom Unit Payments”). If the Phantom Unit Payments become payable hereunder, such payments shall be made no later than ninety (90) days after the Closing Date. For the avoidance of doubt, if the Lux Merger is not consummated within sixty (60) days after the Closing Date, then no Phantom Unit Payments shall be payable hereunder.

ARTICLE VII

TAX MATTERS

Section 7.1 Tax Characterization. Seller and Buyer shall treat the sale and purchase of the Interests as the sale and purchase of the assets of the Company for U.S. federal income tax purposes and for all corresponding state income tax purposes.

Section 7.2 Transfer Taxes. Buyer shall pay any and all excise, sales, use, stamp, transfer, documentary, filing, recordation, value added Taxes and other similar Taxes and fees, if any, that are actually incurred as a result of the purchase and sale of the Interests, together with any interest, additions or penalties with respect thereto (collectively, “Transfer Taxes”). Buyer and the Seller Representative agree to cooperate in the preparation and filing of any Tax Returns with respect to any Transfer Taxes.

Section 7.3 2016 Texas Franchise Tax. The Parties acknowledge that the Company and its Subsidiaries are members of the Seller Representative’s combined group for Texas franchise tax purposes and that the Seller Representative will prepare the Texas franchise tax returns of the Company for all periods that include the Company as a member of the Seller Representative’s combined group and pay all the Texas franchise taxes related thereto, including the taxable period from January 1, 2016 through the Closing Date.

Section 7.4 Cooperation on Tax Matters. Buyer and the Seller Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any Action with respect to Taxes that relate or pertain to the Company and each of its Subsidiaries. Such cooperation shall include the retention and, upon

the other party’s request, the provision of records and information reasonably relevant to any Action and making employees or third parties who provided services to either party, such as accountants, available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and the Seller Representative agree to (i) retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations (and to the extent notified by Buyer or the Seller Representative, any extensions thereof) of the respective taxable periods and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give the other party reasonably written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or the Seller Representative, as the case may be, shall use its reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed, including the transaction contemplated hereby.

Section 7.5 Withholding. Buyer shall be entitled to deduct and withhold from the Purchase Price such amounts as Buyer is required to deduct and withhold under any Tax Law with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Governmental Authority in respect of whom such deduction and withholding was made.

ARTICLE VIII

CLOSING DELIVERABLES

Section 8.1 Closing Deliverables of Buyer. At the Closing, Buyer shall deliver, or cause to be delivered, the following deliverables:

(a) Initial Purchase Price; Seller Representative Fund. Buyer shall deliver the Initial Purchase Price, less the Seller Representative Fund, to Seller by wire transfer of immediately available funds to an account designated by Seller. Buyer shall deliver the Seller Representative Fund to the Seller Representative by wire transfer of immediately available funds to an account designated by the Seller Representative.

(b) R&W Insurance Policy Premium. Buyer shall pay to the R&W Insurer the premium for the R&W Insurance Policy less Seller’s Portion of the R&W Insurance Policy Premium.

Section 8.2 Closing Deliverables of Seller and the Company. At the Closing, Seller and/or the Company shall deliver, or cause to be delivered, the following deliverables to Buyer:

(a) Releases. Evidence reasonably satisfactory to Buyer and Seller that the Company and its Subsidiaries are each released as guarantors, grantors and/or pledgors (as applicable) under the GE Credit Facility and the Second Lien Notes Indenture effective on or prior to the Closing, and that all liens securing the obligations under the GE Credit Facility and the Second Lien Notes Indenture on the assets of the Company and its Subsidiaries are released on or prior to the Closing.

(b) R&W Insurance Policy Premium. Seller shall pay to the R&W Insurer Seller’s Portion of the R&W Insurance Policy Premium in accordance with the R&W Insurance Policy.

(d) Company Documents. The Company shall deliver to Buyer each of the Company Documents, duly executed by the Company.

(e) Resignations. The Company shall deliver to Buyer, resignations of the officers, directors and managers of the Company and its Subsidiaries, effective on or prior to the Closing, in form and substance reasonably satisfactory to Buyer.

(f) Tax Certificate. Seller shall deliver to Buyer an executed certificate of Seller certifying that Seller is not a foreign person, which certificate complies with the requirements of Section 1445 of the Code.

(g) Assignments. Evidence reasonably satisfactory to Buyer of the assignment of the Patent from Rentech, Inc. to Operating Company effective on or prior to the Closing Date.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 No Survival of Representations and Warranties. None of the representations and warranties in this Agreement shall survive the Closing. The parties agree that (a) the sole and exclusive remedy for any claims for any inaccuracy or breach of any representation or warranty of Seller or the Company in this Agreement shall be to recover from the R&W Insurance Policy, and (b) neither Buyer nor any Affiliate of Buyer shall be entitled to any remedy from Seller or the Seller Representative for any inaccuracy or breach of any representation or warranty of Seller, the Seller Representative or the Company in this Agreement. It is the express intent of the parties to this Agreement that the survival of the representations and warranties in this Agreement and any other purported representation or warranty (and the associated right to bring a claim for a breach of such representations and warranties) is shorter than the statute of limitations that would otherwise have been applicable to such representations or warranties, and, by contract, the applicable statute of limitations with respect to such representation or warranty (and the associated right to bring a claim for a breach of such representations and warranties) are hereby reduced so they end at the Closing. The provisions of this Agreement (including, without limitation, the specific representations and warranties set forth herein and the non-survivability of such representations and warranties) were specifically bargained-for between Buyer, the Company and Seller and were taken into account by Buyer, the Company and Seller in arriving at the Purchase Price. The parties each hereby acknowledge that this Agreement is the result of arms’ length negotiations among the parties to this Agreement and embodies the justifiable expectations of sophisticated parties derived from

arms’ length negotiations; Buyer and Seller specifically acknowledge that neither Buyer nor Seller has any special relationship with the other party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arms’ length transaction, and there are no grounds for the tolling of any applicable statute of limitations. For the avoidance of doubt, this Article IX shall not in any way inhibit Buyer from obtaining any remedies Buyer may have against any insurer under the representation and warranty insurance policy obtained by Buyer attached hereto as Exhibit D, providing coverage for any breach of the representations and warranties made in this Agreement (the “R&W Insurance Policy”). The covenants under Article II, Article VI, Article VII and Article IX shall survive the Closing until fully performed by the applicable parties hereto.

Section 9.2 Limitation on Claims.

(a) All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are those solely of) the entities that are expressly identified as parties in the preamble to this Agreement (“Contracting Parties”). No Person who is not a Contracting Party, including, without limitation, any past, present or future director, officer, employee, incorporator, member, partner, manager, direct or indirect equityholder, Affiliate, agent, attorney or Representative of any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, direct or indirect equityholder, Affiliate, agent, attorney or Representative of any of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any obligations or liabilities of any Contracting Party arising under, out of, in connection with, or related in any manner to this Agreement (including its negotiation, execution, performance or breach) or for any claims or causes of action based on, in respect of, or by reason of the sale and purchase of the Company (including, without limitation, any non-disclosure or misrepresentations made by any such Nonparty Affiliates) or any other Transactions; and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. The Seller Representative shall be deemed to be a Nonparty Affiliate of Seller and the Company under this Section 9.2; provided, however, that the foregoing clause shall in no way limit the liability or obligations of the Seller Representative as a Contracting Party. Without limiting the foregoing, to the maximum extent permitted by Law, (i) each Contracting Party hereby waives and releases any and all rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (ii) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

(b) All representations and warranties set forth in this Agreement and the other Specified Documents are contractual in nature only and subject to the sole and exclusive remedies set forth herein and therein (as such remedies have been limited or excluded pursuant to the express terms of this Agreement or the other Specified Documents). No Person is asserting the truth of any representation and warranty set forth in this Agreement or the other Specified Documents; rather the parties have agreed that should any representations and warranties of any party prove untrue, the other parties shall have the specific rights and remedies herein or therein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any party hereto as a result of the untruth of any such representation and warranty, other than for claims for Fraud (as claims for Fraud have been excluded to the maximum extent permitted by Law pursuant to the express terms of this Agreement or the other Specified Documents). The parties hereto have voluntarily agreed to define their rights, liabilities and obligations with respect to the Transactions exclusively in contract pursuant to the express terms and provisions of this Agreement and the other Specified Documents, and the parties hereto expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or the other Specified Documents, other than for claims for Fraud (as claims for Fraud have been excluded to the maximum extent permitted by Law pursuant to the express terms of this Agreement or the other Specified Documents). The sole and exclusive remedies for any and all claims or causes of action arising under, out of, or related to this Agreement or the other Specified Documents (including any representations and warranties set forth herein or therein, made in connection herewith or therewith or as an inducement to enter into this Agreement or the other Specified Documents) or any claim or cause of action otherwise arising under, out of, or related to the Transactions, other than for claims for Fraud (as claims for Fraud have been excluded to the maximum extent permitted by Law pursuant to the express terms of this Agreement or the other Specified Documents), shall be those remedies available at law or in equity for breach of contract against the parties to this Agreement only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement or the other Specified Documents) and no Person will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse are expressly waived and released by the parties hereto to the fullest extent permitted by Law.

(c) The parties to this Agreement have specifically relied upon the provisions of this Section 9.2, together with the provisions of Section 9.6, in agreeing to the Purchase Price and in agreeing to provide the specific representations and warranties set forth herein.

Section 9.3 Amendment and Waiver. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. Any provision of this Agreement can be waived, only by written instrument making specific reference to this Agreement signed by the party against whom enforcement of any such waiver is sought. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 9.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon written confirmation of receipt by facsimile, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)

if to Seller or the Seller Representative to:

Rentech, Inc.

10877 Wilshire Boulevard, 10th Floor

Los Angeles, California 90024

Attention: Chief Financial Officer and General Counsel

Facsimile: (310) 208-7165

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Anthony J. Richmond and David A. Zaheer

Facsimile: (650) 463-2600

CVR GP, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attention: General Counsel

Facsimile: (913) 982-0976

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Jeffery B. Floyd and E. Ramey Layne

Facsimile: (713) 615-5660

(b)

if to Buyer or the Company to:

Pasadena Commodities International, LLC

2001 Jackson Road

Pasadena, TX 77506

Attention: Chief Executive Officer

Facsimile: (914) 762-8001

with a copy (which shall not constitute notice) to:

Exall & Wood, PLLC

3838 Oak Lawn Ave., Suite 1750

Dallas, TX 75219

Attention: Allison Exall and Christine A. Hathaway

Facsimile: (469) 619-6317

Section 9.5 Interpretation.

(a) When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule (including the Company Disclosure Schedules), such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule, but not otherwise defined therein, shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. All references to “dollars” or “$” or “US$” in this Agreement or any Ancillary Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement and any Ancillary Agreement. References to “parties” in this Agreement will be construed to mean the parties in the preamble to this Agreement unless the context suggests otherwise. Each of Buyer and Seller acknowledges that each party to this Agreement has been represented by counsel in connection with this Agreement and the Transactions. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

(b) Any matter or item disclosed in the Company Disclosure Schedules shall constitute a disclosure for all purposes under this Agreement to the extent it is reasonably apparent that the information is relevant for such other purposes, notwithstanding any reference to a specific section, and all such information shall be deemed to qualify the entire Agreement and not just such section. Disclosure of any item in any Section of the Company Disclosure Schedules, or any references to dollar amounts, shall not constitute an admission or indication that such item or matter is material or would have a Company Material Adverse Effect or material adverse effect, and shall not establish any standard of materiality or define further the meaning of such terms or any other terms defined in Article I (and, in particular, the inclusion of any item in the Company Disclosure Schedules shall not, in and of itself, be a basis for taking such item into account in determining whether there has been a Company Material Adverse Effect). The disclosure of any matter or item in any Section of the Company Disclosure Schedules hereto shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed. No disclosure in a Section of the Company Disclosure Schedules relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

Section 9.6 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), the Ancillary Agreements and each other agreement, document, instrument or certificate contemplated hereby or to be executed in connection with the Transactions (collectively, the “Specified Documents”) constitute the entire agreement of the parties respecting the Transactions, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the Transactions. The parties hereby agree that no party hereto shall have any remedies or cause of action (whether in contract or in tort) for any statements, communications, disclosures, failures to disclose, representations or warranties not set forth in this Agreement or the other Specified Documents. Notwithstanding any oral agreement or course of conduct of the parties or their Representatives to the contrary, no party to this Agreement shall be under any legal obligation to enter into or complete the Transactions unless and until this Agreement shall have been executed and delivered by each of the parties hereto.

Section 9.7 Expenses. Except as otherwise specified in this Agreement, each party hereto shall pay its own legal, accounting, out-of-pocket and other expenses incident to this Agreement and to any action taken by such party in preparation for carrying this Agreement into effect; provided, however, that Seller will be responsible for fifty percent (50%) of the insurance premiums for the R&W Insurance Policy provided, that such amount to be paid by Seller shall not exceed $200,000 (the “Seller’s Portion of the R&W Insurance Policy Premium”).

Section 9.8 Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the internal laws of the State of Delaware.

Section 9.9 Jurisdiction; Waiver of Jury Trial.

(a) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware and any federal appellate court therefrom) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action or proceeding. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

(b) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof (other than by facsimile) in accordance with the provisions of Section 9.4.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH ACTION OR PROCEEDING. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (iii) IT MAKES THIS WAIVER VOLUNTARILY AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.9(c).

Section 9.10 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein expressed or implied will give or be construed to give any Person, other than the parties hereto and such successors and permitted assigns, any legal or equitable rights hereunder; provided, however, that the parties hereto specifically acknowledge and agree that (a) the provisions of Section 6.3 are intended to be for the benefit of, and shall be enforceable by, all Indemnitees (in all of their capacities) affected thereby; and (b) the provisions of Section 9.2(b) are intended to be for the benefit of, and shall be enforceable by, the Nonparty Affiliates referenced therein. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void.

Section 9.11 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, except as otherwise expressly provided hereunder, each of the parties shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Court of Chancery or any state or federal court sitting in the State of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security as a prerequisite to obtaining equitable relief.

Section 9.12 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

Section 9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party (including by facsimile or email delivery of pdf).

Section 9.14 Legal Representation. Buyer hereby agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates (including, after the Closing, the Company and its Subsidiaries), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Latham & Watkins LLP may represent Seller or the Seller Representative (each such Person, a “Designated Person”) in the event such Designated Person so requests, in each case in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement (any such representation, the “Post-Closing Representation”), and Buyer on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto. Each of Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications between a Designated Person and its Affiliates (excluding the Company and its Subsidiaries) (collectively, a “Designated Group”) and its counsel, including Latham & Watkins LLP, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or proceeding arising out of or relating to, this Agreement, any agreements contemplated by this Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications between such Designated Group and such counsel and none of Buyer, the Company or any of the Waiving Parties, nor any Person purporting to act on behalf of or through Buyer or the Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of Buyer and the Company, on behalf of itself and the Waiving Parties, waives and will not assert any attorney-client privilege with respect to any communication between Latham & Watkins LLP and the Company or any Person in a Designated Group occurring during the representation in connection with the negotiation, preparation, execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Transactions in connection with any Post-Closing Representation. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, the Company or any Subsidiary of the Company and a third party other than a party to this Agreement after the Closing, the Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Latham & Watkins LLP or any Person in a Designated Group to such third party.

Section 9.15 Distribution of Purchase Price. Buyer acknowledges that, at any time after Closing, Seller may distribute the Purchase Price to its limited partners. Buyer hereby consents to any such distributions and waives and releases any claims or causes of action against Seller, its current or future Affiliates or any other Person directly or indirectly resulting from such distribution, including any claim or cause of action (a) asserting that such distribution is invalid, or seeking to declare such distribution to be fraudulent, a fraudulent conveyance or a preference, (b) to set such distribution aside and/or (c) to require such distribution to be repaid to Seller or any other Person under any bankruptcy Law, state or federal Law, common Law or any equitable theory.

Section 9.16 The Seller Representative.

(a) Seller hereby designates a representative to act on behalf of Seller for the purposes specified herein (the “Seller Representative”). Seller hereby designates Rentech, Inc., a Colorado corporation, as the initial Seller Representative. The Seller Representative may resign at any time, and a new seller representative may be designated by the previous Seller Representative; provided, however, that such Seller Representative agrees in writing to be bound by the terms of this Agreement and the Purchase Price Adjustment Agreement. The designation of any Person as the Seller Representative is and shall be coupled with an interest, and, except as set forth in this Section 9.16, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any of Seller or the holders of common units of Seller.

(b) The Seller Representative shall have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have full power, authority and discretion, after the Closing, (i) to negotiate, defend, settle, compromise and otherwise handle and resolve any and all claims and disputes with Buyer arising out of or in respect of this Agreement, including, without limitation, claims and disputes pursuant to Section 2.4 and Section 2.5 of this Agreement and (ii) to take all actions necessary in the judgment of the Seller Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the transactions contemplated hereby. The Seller Representative shall have no liability to Buyer or the Company with respect to actions taken or omitted to be taken in its capacity as the Seller Representative. The Seller Representative shall, at its expense (subject to reimbursement as set forth in the following sentence), be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in connection with exercising its powers and performing its function hereunder and (in the absence of bad faith on the part of the Seller Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. The Seller Representative shall be entitled to reimbursement solely from funds paid to it under Section 2.4 or Section 2.5 or released from the Seller Representative Fund, for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Seller Representative in such capacity. The Seller Representative may net the amount of any such expenses, disbursements and advances from the funds paid to it under Section 2.4 or Section 2.5 prior to distribution of such funds pursuant to Section 9.17. Once the Seller Representative determines, in its reasonable discretion, that it will not incur any additional expenses in its capacity as the Seller Representative, it shall transfer to the Rights Agent the remaining portion of the Seller Representative Fund, if any, without interest, to be distributed in accordance with the Purchase Price Adjustment Agreement.

(c) The Seller Representative shall be entitled to indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Seller Representative (except for those arising out of the Seller Representative’s gross negligence, bad faith or willful misconduct) solely from the Seller Representative Fund,

including the costs and expenses of investigation and defense of claims; provided, however, that the Seller Representative shall not be entitled to reimbursement from or entitled to indemnification against any such loss, liability or expenses by the Seller or any of its Affiliates or Subsidiaries or the Buyer or any of its Affiliates or Subsidiaries. Notwithstanding anything to the contrary herein, the Seller Representative shall not take any action under this Agreement without the prior written consent of Seller that would impose any continuing liability or obligation on Seller or any of its Affiliates or Subsidiaries.

Section 9.17 Purchase Price Adjustment Agreement. In the event the Seller Representative receives any payment pursuant to Section 2.4(d), Section 2.5(d), Section 2.5(g) or Section 9.16, the Seller Representative shall pay the Rights Agent any such amounts for further distribution by the Rights Agent to the Holders (as defined in the Purchase Price Adjustment Agreement), in each case in accordance with the Purchase Price Adjustment Agreement.

(Signature Page Follows)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date above first written.


Pasadena Commodities International, LLC, as Buyer

By:		/s/ Elio Mazzella
Name:		Elio Mazzella
Title:		Chief Executive Officer and President

Rentech Nitrogen Pasadena Holdings, LLC, as the Company

By:		/s/ Colin Morris
Name:		Colin Morris
Title:		Vice President and Secretary

Rentech Nitrogen Partners, L.P., as Seller
By: Rentech Nitrogen GP, LLC, its general partner

By:		/s/ Colin Morris
Name:		Colin Morris
Title:		Senior Vice President, General Counsel and Secretary

Rentech, Inc., solely in its capacity as the Seller Representative

By:		/s/ Colin Morris
Name:		Colin Morris
Title:		Senior Vice President, General Counsel and Secretary

[Signature page to the Membership Interest Purchase Agreement]

EXHIBIT A

SAMPLE NET WORKING CAPITAL CALCULATION

EXHIBIT B

ASSET ALLOCATION STATEMENT

EXHIBIT C

SAMPLE COMPANY EBITDA CALCULATION

EXHIBIT D

R&W INSURANCE POLICY

EXHIBIT E

RELATED PARTY TRANSACTIONS

SCHEDULE A

PHANTOM UNITHOLDERS

Exhibit 10.2

SEPARATION AGREEMENT

BY AND BETWEEN

RENTECH NITROGEN PARTNERS, L.P.,

RENTECH NITROGEN GP, LLC

AND

RENTECH NITROGEN PASADENA HOLDINGS, LLC

DATED AS OF MARCH 14, 2016

TABLE OF CONTENTS


Article I. DEFINITIONS		1

Article II. THE SEPARATION		8

2.1	Transfer of Assets and Assumption of Liabilities	8
2.2	Transferred Assets	9
2.3	Assumed Liabilities	10
2.4	Approvals and Notifications	10
2.5	Novation of Assumed Liabilities	12
2.6	Novation of Partnership Liabilities	12
2.7	Termination of Agreements	13
2.8	Bank Accounts	13
2.9	Disclaimer of Representations and Warranties	14

Article III. DISPUTE RESOLUTION		14

3.1	Arbitration	14
3.2	Confidentiality	15

Article IV. MUTUAL RELEASES; INDEMNIFICATION		15

4.1	Regardless of Fault	15
4.2	Intention of Parties	15
4.3	Release of Pre-Separation Claims	15
4.4	Indemnification by Pasadena Holdings	17
4.5	Indemnification by Partnership	18
4.6	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	19
4.7	Procedures for Indemnification of Third-Party Claims	19
4.8	Additional Matters	20
4.9	Remedies Cumulative	21
4.10	Survival of Indemnitees	21
4.11	No Impact on Third Parties	21
4.12	No Cross-Claims or Third-Party Claims	21
4.13	Severability	21

Article V. INSURANCE MATTERS		21

5.1	Insurance Matters	21

Article VI. EXCHANGE OF INFORMATION; CONFIDENTIALITY		22

6.1	Agreement for Exchange of Information	22
6.2	Ownership of Information	22
6.3	Compensation for Providing Information	22
6.4	Record Retention	22
6.5	Production of Witnesses; Records; Cooperation	22
6.6	Confidentiality	23
6.7	Protective Arrangements	23

Article VII. FURTHER ASSURANCES AND ADDITIONAL COVENANTS		23

7.1	Further Assurances	23
7.2	Performance	24


7.3	Conflicts with and between Ancillary Agreements	24
7.4	Attorney Client Privilege	24
7.5	Tax Matters	24

Article VIII. MISCELLANEOUS		25

8.1	Counterparts; Entire Agreement; Corporate Power	25
8.2	Governing Law; Waiver of Trial by Jury	25
8.3	Assignability	25
8.4	Third-Party Beneficiaries	26
8.5	Notices	26
8.6	Severability	26
8.7	Force Majeure	27
8.8	Expenses	27
8.9	Late Payments	27
8.10	Headings	27
8.11	Survival of Covenants	27
8.12	Waivers of Default	27
8.13	Specific Performance	27
8.14	Amendments	27
8.15	Interpretation	27
8.16	Limitations of Liability	28


Schedule 1.1		Pasadena Balance Sheet

SEPARATION AGREEMENT

This SEPARATION AGREEMENT, made and entered into effective as of March 14, 2016 (this “Agreement”), is by and between Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Partnership”), Rentech Nitrogen GP, LLC, a Delaware limited liability company (“Partnership GP”), and Rentech Nitrogen Pasadena Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Partnership (“Pasadena Holdings”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

R E C I T A L S

WHEREAS, following the execution and delivery of this Agreement, Partnership, Pasadena Holdings, Rentech, Inc. (“Rentech”) and Pasadena International Commodities, LLC (“Pasadena Buyer”) will enter into a Membership Interest Purchase Agreement dated as of the date hereof (such agreement as it may be amended from time to time, the “Purchase Agreement”), pursuant to which Pasadena Buyer will purchase all of the limited liability company interests in Pasadena Holdings in accordance with the terms and conditions set forth therein;

WHEREAS, in furtherance of the foregoing, the Partnership Board determined that it is appropriate and desirable for Partnership and its applicable Subsidiaries to transfer the Transferred Assets to Pasadena Holdings and Rentech Nitrogen Pasadena, LLC, a Delaware limited liability company (“Pasadena” and, collectively with Pasadena Holdings, the “Pasadena Entities”), and for the Pasadena Entities to assume or retain, as applicable, the Assumed Liabilities in each case as more fully described in this Agreement and the Ancillary Agreements (the “Separation”); and

WHEREAS, each of the Parties has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation (to the extent not previously completed prior to the date hereof) and certain other agreements that will govern certain matters relating to the Separation and the relationship of Partnership, Partnership GP, Pasadena Holdings and their respective Subsidiaries, following the Separation.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, agree as follows:

ARTICLE I.

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“AAA” shall have the meaning set forth in Section 3.1(b).

“AAA Commercial Arbitration Rules” shall have the meaning set forth in Section 3.1(b).

“Action” means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Separation Date, (a) no Pasadena Group member shall be deemed to be an Affiliate of any Partnership Group member and (b) no Partnership Group member shall be deemed to be an Affiliate of any Pasadena Group member.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreements” means the Services Agreements and the Transfer Documents.

“Approvals or Notifications” means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“Assets” means, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including the following:

(a) all Records;

(b) all apparatus, IT Equipment, fixtures, machinery, furniture, office and other equipment, automobiles, trucks, vessels, motor vehicles and other transportation equipment, tubing, pumps, motors, machinery, rods, tanks, boilers, structures, materials and other tangible personal property;

(c) all inventories of materials, parts, raw materials, components, supplies, works-in-process and finished goods and products;

(d) all interests in real property of whatever nature, including buildings, fixtures and easements, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise, including interests in and rights with respect to all leases, subleases, licenses, easements, rights-of-way or other similar surface interests, or other occupancy or similar agreements granting surface use or surface occupancy rights;

(e) (i) all interests in any capital stock or other equity interests of any Subsidiary, Affiliate or any other Person, (ii) all bonds, notes, debentures or other securities issued by any Subsidiary, Affiliate or any other Person, (iii) all loans, advances or other extensions of credit or capital contributions to any Subsidiary, Affiliate or any other Person, and (iv) all other investments in securities of any Person;

(f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services and other contracts, agreements or commitments;

(g) all letters of credit, deposits, performance bonds and other surety bonds;

(h) all written (including in electronic form) or oral technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other Third Parties;

(i) all Intellectual Property;

(j) all Software;

(k) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(l) all prepaid expenses, trade accounts and other accounts and notes receivable;

(m) all rights under contracts or agreements, all claims or rights against any Person arising from the ownership of any Asset described in (a) through (l) and (n) through (p) hereof, including, to the extent transferrable, all rights against Third Parties with respect to indemnification, and all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent;

(n) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority and any pending applications therefor;

(o) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; and

(p) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements.

“Assigned Pasadena Contracts” means all contracts, agreements and instruments to which Partnership or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, in each case immediately prior to the Separation Date, that relate exclusively to the Pasadena Business (except for any such contract or agreement that is contemplated to be retained by Partnership or any Partnership Group member pursuant to any provision of this Agreement or any Ancillary Agreement (each, a “Partnership Contract”)).

“Assumed Actions” means those Actions that are primarily related to the Pasadena Business.

“Assumed Liabilities” shall have the meaning set forth in Section 2.3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” shall have the meaning set forth in Section 6.6(a).

“Disclosing Party” shall have the meaning set forth in Section 6.6(a).

“Dispute” shall have the meaning set forth in Section 3.1(a).

“Environmental Law” means any Law pertaining to (a) the protection of, or prevention of harm to, the environment or natural resources, (b) exposure or the generation, use, handling, transportation, treatment, storage, management, presence, disposal or arrangement for disposal, Release, or threatened Release of Hazardous Materials, (c) the prevention of pollution, remediation of contamination, or restoration of environmental quality, or (d) occupational health or workplace safety.

“Environmental Liabilities” means all Liabilities, environmental response costs (including all removal, remediation or cleanup costs, investigatory costs, monitoring costs, and response costs with respect to Hazardous Materials), damages (including natural resources damages, property damages and personal injury damages) and costs of compliance (including with respect to any product take back requirements, or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) relating to, arising out of or resulting from any order, notice of responsibility, directive, injunction, judgment or similar act (including settlements) by any Governmental Authority to the extent arising out of non-compliance with or any violation of, or obligation under, any Environmental Laws, or pursuant to any demand, action, claim, dispute, suit, countersuit, settlement, arbitration, formal inquiry, subpoena, investigation, proceeding or other legal determination of liability by a Governmental Authority or any other Person with respect to Hazardous Materials (including any exposure to Hazardous Materials), Environmental Law or contract or agreement relating to environmental, health or safety matters.

“Governmental Approvals” means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“Group” means either the Pasadena Group or the Partnership Group, as the context requires.

“Hazardous Materials” means any chemical, material, substance, waste, pollutant, emission, discharge, release, contaminant or words of similar meaning or import that could result in liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, oil and gas exploration and production wastes, natural gas, condensate or any components, fractions or derivatives thereof, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, naturally occurring radioactive materials, radon gas, radioactive substances, and chlorofluorocarbons and all other ozone-depleting substances.

“Indemnifying Party” shall have the meaning set forth in Section 4.6(a).

“Indemnitee” shall have the meaning set forth in Section 4.6(a).

“Indemnity Payment” shall have the meaning set forth in Section 4.6(a).

“Information” means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer names, memos, and other technical, financial, employee or business information or data.

“Insurance Proceeds” means those monies (a) received by an insured (or its successor-in-interest) from an insurance carrier or (b) paid by an insurance carrier on behalf of the insured (or its successor-in-interest); in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any reasonable, out of pocket, costs or expenses incurred in the collection thereof; provided, however, that with respect to a captive insurance arrangement, Insurance Proceeds shall only include net amounts received by the captive insurer in respect of any reinsurance arrangement with respect to the insurance issued by such captive insurer.

“Intellectual Property” means any and all proprietary and intellectual property rights whether arising under the Laws of the United States or of any other foreign or multinational jurisdiction or provided by international treaties or convention, including: (a) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing; (b) trademarks, service marks, trade names, service names, trade dress, logos, Internet domain names, uniform resource locaters, and other source or business identifiers, including all goodwill associated with any of the foregoing and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, and all reissues, extensions and renewals of any of the foregoing; (c) copyrights, moral rights, mask work rights, database rights, other rights in works of authorship, and all registrations and applications for registration of any of the foregoing; and (d) trade secrets, know how, and rights in confidential and proprietary information, including invention disclosures, formulations, concepts, compilations of information, methods, techniques, procedures, and processes, whether or not patentable.

“IT Equipment” means all computers, servers, printers, computer hardware, wired or mobile telephones, on-site process control and automation systems, telecommunication assets, and other information technology-related equipment.

“Law” means any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Liabilities” means any and all debts, guarantees, assurances, commitments, liabilities (including Environmental Liabilities), responsibilities, remediation, deficiencies, reimbursement obligations in respect of letters of credit, fines, settlements, sanctions, Taxes, interest, obligations and Losses, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Losses” means actual losses, costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“Partnership” shall have the meaning set forth in the Preamble.

“Partnership Accounts” shall have the meaning set forth in Section 2.8(a).

“Partnership Assets” shall have the meaning set forth in Section 2.2(b).

“Partnership Business” means the business of Partnership and its Subsidiaries as conducted at any point in time prior to the Separation Date, other than the Pasadena Business.

“Partnership Contract” shall have the meaning set forth in the definition of Assigned Pasadena Contracts.

“Partnership GP” shall have the meaning set forth in the Preamble.

“Partnership Group” means (a) prior to the Separation Date, Partnership, Partnership GP and each Subsidiary of Partnership and Partnership GP other than the Pasadena Entities and (b) after the Separation Date, (i) Partnership and Partnership GP, (ii) each Affiliate of Partnership controlled by Partnership or Partnership GP immediately after the Separation Date and (iii) each other entity that becomes a Subsidiary of Partnership or Partnership GP at any time following the Separation Date for so long as such entity is a Subsidiary of Partnership or Partnership GP; provided that, from and after the Separation Date, each Pasadena Group member will be deemed not to be a Partnership Group member.

“Partnership Indemnitees” shall have the meaning set forth in Section 4.4.

“Partnership Liabilities” shall have the meaning set forth in Section 2.3(b).

“Partnership Third-Party Claim” shall mean any claim or commencement of any Action by any Person (including any Governmental Authority) other than a Partnership Group member.

“Partnership Transfer Documents” shall have the meaning set forth in Section 2.1(c).

“Parties” means Pasadena Holdings, Partnership and Partnership GP.

“Pasadena” shall have the meaning set forth in the Recitals.

“Pasadena Accounts” shall have the meaning set forth in Section 2.8(a).

“Pasadena Balance Sheet” means the unaudited consolidated balance sheet of the Pasadena Group, including the notes thereto, as of January 31, 2016, attached as Schedule 1.1 hereto.

“Pasadena Business” means the business of (a) owning, operating, and maintaining the Pasadena Facility, (b) the procurement of feedstocks for and the marketing and sale of products produced by the Pasadena Facility, and (c) such other items as reflected in Partnership’s Pasadena Segment.

“Pasadena Buyer” shall have the meaning set forth in the Recitals.

“Pasadena Facility” means Pasadena’s facility on the Houston Ship Channel that produces primarily ammonium sulfate.

“Pasadena Segment” means the Pasadena segment of Partnership described in Partnership’s Annual Report on Form 10-K for the period ended December 31, 2014 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which relates to the operations of the Pasadena Facility.

“Pasadena Entities” shall have the meaning set forth in the Recitals.

“Pasadena Group” means (a) prior to the Separation Date, the Pasadena Entities and (b) after the Separation Date, (i) the Pasadena Entities, (ii) each Subsidiary of Pasadena Holdings immediately after the Separation Date, (b) each Affiliate of Pasadena Holdings controlled by Pasadena Holdings immediately after the Separation Date and (c) each other entity that becomes a Subsidiary of Pasadena Holdings at any time following the Separation Date for so long as such entity is a Subsidiary of Pasadena Holdings.

“Pasadena Holdings” shall have the meaning set forth in the Preamble.

“Pasadena Indemnitees” shall have the meaning set forth in Section 4.5.

“Pasadena Third-Party Claim” means any claim or commencement of any Action by any Person (including any Governmental Authority) other than a Pasadena Group member.

“Pasadena Transfer Documents” shall have the meaning set forth in Section 2.1(d).

“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Prime Rate” means the rate which JPMorgan Chase Bank (or any successor thereto) announces from time to time as its prime lending rate, as in effect from time to time.

“Privilege” shall have the meaning set forth in Section 6.1.

“Purchase Agreement” shall have the meaning set forth in the Recitals.

“Receiving Party” shall have the meaning set forth in Section 6.6(a).

“Records” means all corporate, operational, accounting and other books and records, files, data, correspondence, studies, surveys, reports, sales contract files, processing files, and other data (in each case whether in written or electronic format).

“Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, seeping, dumping, or disposing of Hazardous Materials into or through the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” means, with respect to any Person, any of such Person’s directors, officers, employees, agents, managers, consultants, advisors, accountants, attorneys or other representatives.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“Separation” shall have the meaning set forth in the Recitals.

“Separation Date” means the date and time at which the Separation occurs.

“Services Agreements” means (a) the Transition Services Agreement, dated as of the date hereof, between Rentech and Pasadena Buyer and (b) the Transition Services Agreement, dated as of the date hereof, between Partnership and Pasadena Buyer.

“Software” means any and all (a) computer programs, including the tangible media on which it is recorded (in any form), and any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, together with all translations, adaptations, modifications, derivations, combinations or derivative works thereof, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (d) documentation, including user manuals and other training documentation, relating to any of the foregoing.

“Subsidiary” or “subsidiary” means, with respect to any Person, any Person, whether incorporated or unincorporated, of which (a) more than 50% of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions, (b) a general partner interest or (c) a managing member interest, is directly or indirectly owned or controlled by the subject Person or by one or more of its respective Subsidiaries.

“Tax” or “Taxes” means (a) any taxes, charges, fees, levies, assessments, unclaimed property and escheat obligations and other governmental charges imposed by any Governmental Authority, including all net income, gross income, gross receipts, net proceeds, alternative or add on minimum, sales, use, ad valorem, value added, turnover, goods and services, capital, transfer, registration, franchise, profits, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, employer health, fuel, excess profits, premium, windfall profit, excise, estimated, severance, stamp, occupation, property, personal property (tangible and intangible), leasing, lease, user, custom duties, or other similar assessments or charges of any kind whatsoever, together with any interest, penalties, or additions thereto, whether disputed or not; and (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member for any period of an affiliated, combined, consolidated, unitary or similar group with respect to any Taxes, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated U.S. federal income Tax Returns and any similar group under foreign, state or local law; and (c) any liability of for the payment of any amounts of the type described in clause (a) or (b) as a result of the operation of law or any express or implied obligation to indemnify any other Person.

“Tax Return” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto).

“Third Party” means any Person (including any Governmental Authority) other than a Group member.

“Third-Party Claim” means a Pasadena Third-Party Claim or a Partnership Third-Party Claim.

“Third-Party Proceeds” shall have the meaning set forth in Section 4.6(a).

“Transfer Documents” shall have the meaning set forth in Section 2.1(d).

“Transferred Assets” shall have the meaning set forth in Section 2.2(a).

“Unreleased Partnership Liability” shall have the meaning set forth in Section 2.6(b).

“Unreleased Pasadena Liability” shall have the meaning set forth in Section 2.5(b).

ARTICLE II.

THE SEPARATION

2.1 Transfer of Assets and Assumption of Liabilities.

(a) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, (i) and except for where the assignment, transfer or conveyance of any Transferred Assets from a Partnership Group member to a Pasadena Group member would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation that have not been obtained or made by the Separation Date, to the extent that any Transferred Assets are held by a Partnership Group member as of the Separation Date, then from and after the Separation Date, the applicable Partnership Group member hereby assigns and Pasadena Holdings accepts such assignment of the Partnership Group member’s right, title and interest in such Transferred Assets and (ii) and except for where the assignment, transfer or conveyance of any Partnership Assets from a Pasadena Group member to any Partnership Group member would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation that have not been obtained or made by the Separation Date, to the extent that any Partnership Assets are held by a Pasadena Group member as of the Separation Date, then from and after the Separation Date, the applicable Pasadena Group members hereby assign and the Partnership hereby accepts such assignment of such Pasadena Group member’s right, title and interest in such Partnership Assets.

(b) Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, (i) and except for where the assumption by Pasadena Holdings of any Assumed Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation that have not been obtained or made by the Separation Date, to the extent that the Partnership Group has any Assumed Liabilities as of the Separation Date, then from and after the Separation Date, Pasadena Holdings shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such Assumed Liabilities in accordance with their respective terms and (ii) and except for where the assumption by Partnership of any Partnership Liabilities would be a violation of applicable Law, or require any Approvals or Notifications in connection with the Separation that have not been obtained or made by the Separation Date, to the extent that the Pasadena Group has any Partnership Liabilities as of the Separation Date, then from and after the Separation Date, Partnership shall and hereby does, accept, assume and agree faithfully to perform, discharge and fulfill all such Partnership Liabilities in accordance with their respective terms.

(c) In furtherance of the assignment, transfer and conveyance of the Transferred Assets and the assumption of the Assumed Liabilities in accordance with Sections 2.1(a) and 2.1(b), on, before and/or as of the date that such Transferred Assets are assigned, transferred or conveyed or such Assumed Liabilities are assumed (i) Partnership and Partnership GP shall execute and deliver, and shall cause their respective Subsidiaries to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of Partnership GP’s and Partnership’s and their respective Subsidiaries’ (other than Pasadena Group members) right, title and interest in and to the Transferred Assets to the Pasadena Group members, and (ii) Pasadena Holdings shall execute and deliver, and shall cause the Pasadena Group members to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Assumed Liabilities. All of the foregoing documents contemplated by this Section 2.1(c) (whether executed on, prior to or after the Separation Date in contemplation of the Separation) shall be referred to collectively herein as the “Partnership Transfer Documents.”

(d) In furtherance of the assignment, transfer and conveyance of Partnership Assets and the assumption of Partnership Liabilities set forth in Sections 2.1(a) and 2.1(b), on, before and/or as of the date that such

Partnership Assets are assigned, transferred or conveyed or such Partnership Liabilities are assumed: (i) Pasadena Holdings shall execute and deliver, and shall cause the Pasadena Group members to execute and deliver, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts (including partial assignments) and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of the Pasadena Group members’ right, title and interest in and to the Partnership Assets to the Partnership Group members, and (ii) Partnership and Partnership GP shall execute and deliver, and shall cause the Partnership Group members to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Partnership Liabilities. All of the foregoing documents contemplated by this Section 2.1(d) (whether executed on, prior to or after the Separation Date in contemplation of the Separation) shall be referred to collectively herein as the “Pasadena Transfer Documents” and, together with the Partnership Transfer Documents, the “Transfer Documents.”

(e) Each Party hereby waives compliance by each and every Group member with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of Assets hereunder.

2.2 Transferred Assets.

(a) For purposes of this Agreement, “Transferred Assets” means (without duplication):

(i) all Assets that are specifically provided pursuant to the express terms of this Agreement as Assets to be transferred to Pasadena Holdings or any other Pasadena Group member;

(ii) (A) all Assigned Pasadena Contracts and (B) all issued and outstanding equity interests held by Partnership or its Subsidiaries in the Pasadena Entities (other than the equity interests transferred to Pasadena Buyer pursuant to the Purchase Agreement);

(iii) all Assets reflected as assets of Pasadena Holdings or its Subsidiaries on the Pasadena Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the Pasadena Balance Sheet;

(iv) any and all other Assets owned and used or held for use immediately prior to the Separation Date by Partnership or any of its Subsidiaries (other than the Pasadena Entities) exclusively in the Pasadena Business, including any account or trade receivables, inventory, property, plant and equipment, prepaid expenses and other Assets associated with ammonium sulfate production by the Pasadena Business, whether or not reflected as Assets of Pasadena Holdings or its Subsidiaries on the Pasadena Balance Sheet; and

(v) the National Federal Flood Policies related solely to the Pasadena Facility.

Notwithstanding the foregoing, the Transferred Assets shall not, in any event, include the Partnership Assets referred to in Section 2.2(b)(i) and Section 2.2(b)(ii).

(b) For the purposes of this Agreement, “Partnership Assets” means (without duplication):

(i) all Assets that are specifically provided pursuant to the express terms of this Agreement as Assets to be transferred to the Partnership or any other Partnership Group member;

(ii) the Partnership Accounts; and

(iii) any and all Assets of the Partnership or its Subsidiaries that are not Transferred Assets pursuant to Section 2.2(a).

2.3 Assumed Liabilities.

(a) For the purposes of this Agreement, “Assumed Liabilities” means (without duplication):

(i) all Liabilities, including any Environmental Liabilities, Taxes and any Liability relating to any Company Plan (as defined in the Purchase Agreement) in effect on the Separation Date or any employee or independent contractor to the extent relating to:

(A) the operation or ownership of the Pasadena Business, as conducted at any time prior to, on or after the Separation Date, including any Liability to the extent relating to, arising out of or resulting from (i) any strict liability under or violation of Environmental Law with respect to any Transferred Assets; (ii) a Release of Hazardous Materials to, on or under any Transferred Assets (including Releases that migrate from Transferred Assets to, on or under other properties, or vice versa); or (iii) any Liabilities related to Hazardous Materials generated at, transported from or disposed of by any Pasadena Business, including any act or failure to act by any Person, whether or not such act or failure to act is or was within such Person’s authority;

(B) any Transferred Assets;

in any such case, whether arising on, before or after the Separation Date;

(ii) any and all other Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be assumed by Pasadena Holdings or any Pasadena Group member including the Assumed Actions, and all agreements, obligations and Liabilities of any Pasadena Group member under this Agreement or any of the Ancillary Agreements;

(iii) all Liabilities reflected as liabilities or obligations of Pasadena Holdings or its Subsidiaries on the Pasadena Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Pasadena Balance Sheet; and

(iv) all Liabilities arising out of claims made by the respective directors, officers, unitholders, employees, agents, managers, Subsidiaries or Affiliates of either Group against any member of either Group relating to, arising out of or resulting from the Pasadena Business or the other businesses, operations, activities or Liabilities referred to in clauses (i) through (iii) above, inclusive; and

(v) any Liability relating to any phantom unit award agreement by and between the Partnership and any employee or independent contractor of the Pasadena Group, including any such Liability arising out of claims by any such individual and excluding the Phantom Unit Payments (as defined in the Purchase Agreement).

Notwithstanding the foregoing, the Assumed Liabilities shall not include any Partnership Liabilities.

(b) For the purposes of this Agreement, “Partnership Liabilities” means (without duplication): (1) all Liabilities of Partnership and its Subsidiaries other than Assumed Liabilities; (2) all other Liabilities that are expressly stated in this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by Partnership or any other Partnership Group member; and (3) all agreements and obligations of any Partnership Group member under this Agreement or any of the Ancillary Agreements.

2.4 Approvals and Notifications.

(a) To the extent that the transfer or assignment of any Asset, the assumption of any Liability or the Separation requires any Approvals or Notifications, the Parties will endeavor to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement (including in Section 2.4(f)) or any of the Ancillary Agreements or as otherwise agreed between the applicable Parties), neither Partnership or Partnership GP, on the one hand, nor Pasadena Holdings, on the other hand, shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) If and to the extent that the valid, complete and perfected transfer or assignment to a Group of any Assets or assumption by a Group of any Liabilities would be a violation of applicable Law, or require

any Approvals or Notifications in connection with the Separation that have not been obtained or made by the Separation Date, then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the applicable Group of such Assets or the assumption by the applicable Group of such Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, (i) any such Assets that are Transferred Assets and any such Liabilities that are Assumed Liabilities shall continue to constitute Transferred Assets and Assumed Liabilities for all other purposes of this Agreement; and (ii) any such Assets that are Partnership Assets and any such Liabilities that are Partnership Liabilities shall continue to be Partnership Assets and Partnership Liabilities for all other purposes of this Agreement.

(c) If any transfer or assignment of any Asset or any assumption of any Liability intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Separation Date, whether as a result of the provisions of Section 2.4(b) or for any other reason, then, insofar as reasonably possible, the Group member retaining such Asset or such Liability, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use, benefit and/or burden of the applicable Group member entitled thereto (at the expense and for the account of the Group member entitled thereto). In addition, the Group member retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Group member to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such Group member in a substantially similar position as if such Asset or Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Separation Date to the applicable Group.

(d) If the transfer or assignment of any Asset or the assumption of any Liability not intended to be transferred, assigned or assumed hereunder, as the case may be, is consummated on or prior to the Separation Date, then, insofar as reasonably possible, the Group member holding or owning such Asset or such Liability, as the case may be, shall thereafter hold such Asset or Liability, as the case may be, for the use, benefit and/or burden of the Group member entitled thereto (at the expense of the Group member entitled thereto). In addition, the Group member retaining such Asset or such Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Group member to whom such Asset is to be transferred or assigned, or which will assume such Liability, as the case may be, in order to place such Group member in a substantially similar position as if such Asset or Liability had not been so transferred, assigned or assumed and so that all the benefits and burdens relating to such Asset or Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Asset or Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Separation Date to the applicable Group. In addition, the Parties shall use their commercially reasonable efforts to promptly transfer or convey such Asset back to the transferring or conveying Party or to rescind any acceptance or assumption of such Liability, as the case may be. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.4(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law.

(e) If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Asset or the deferral of assumption of any Liability pursuant to Section 2.4(b) are obtained or made, and, if and when any other legal impediments for the transfer or assignment of any Asset or the assumption of any Liability or for the transfer or assignment of any Asset or the assumption of any Liability, have been removed, the transfer or assignment of the applicable Asset or the assumption of the applicable Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement.

(f) Except as otherwise agreed between the Parties, any Group member holding, owning or retaining any Asset or Liability for the use, benefit and/or burden of another Group member entitled thereto (whether as a result of the provisions above or for any other reason), shall not be obligated, in order to effect the

transfer of such Asset or Liability to the Group member entitled thereto, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Group member entitled thereto, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Group member entitled to such Asset or Liability.

2.5 Novation of Assumed Liabilities.

(a) Each of Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any Pasadena Group member, so that, in any such case, the Pasadena Group members will be solely responsible for the Assumed Liabilities; provided, however, that neither Partnership nor Pasadena Holdings shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) If Partnership and Partnership GP, on the one hand, or Pasadena Holdings, on the other hand, are unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable Partnership Group member continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased Pasadena Liability”), Pasadena Holdings shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Partnership Group member, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such Partnership Group member that constitute Unreleased Pasadena Liabilities from and after the Separation Date and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance, or discharge is permitted to be made by the obligee thereunder on any Partnership Group member. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Pasadena Liabilities shall otherwise become assignable or able to be novated, Partnership shall promptly assign, or cause to be assigned, and Pasadena Holdings or the applicable Pasadena Group member shall assume, such Unreleased Pasadena Liabilities without exchange of further consideration.

2.6 Novation of Partnership Liabilities.

(a) Each of Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute Partnership Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any Partnership Group member, so that, in any such case, the Partnership Group members will be solely responsible for such Partnership Liabilities; provided, however, that neither Partnership nor Pasadena Holdings shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(b) If Partnership and Partnership GP, on the one hand, or Pasadena Holdings, on the other hand, are unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable Pasadena Group member continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased Partnership Liability”), Partnership shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Pasadena Group member, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such Pasadena Group member that constitute Unreleased Partnership Liabilities from and after the Separation Date and (ii) use its commercially reasonable efforts to effect such payment, performance, or discharge prior to any demand for such payment, performance, or discharge is permitted to be made by the obligee thereunder on any Pasadena Group member. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Partnership Liabilities shall otherwise become assignable or able to be novated, Pasadena Holdings shall promptly assign, or cause to be assigned, and Partnership or the applicable Partnership Group member shall assume, such Unreleased Partnership Liabilities without exchange of further consideration.

2.7 Termination of Agreements.

(a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of this Agreement, Pasadena Holdings and each Pasadena Group member, on the one hand, and Partnership and each Partnership Group member, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among Pasadena Holdings and/or any Pasadena Group member and/or any entity that shall be a Pasadena Group member as of the Separation Date, on the one hand, and Partnership and/or any Partnership Group member (other than entities that shall be Pasadena Group members as of the Separation Date), on the other hand, effective as of the Separation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Separation Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement, the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups) and the Purchase Agreement (and the agreements or instruments expressly contemplated thereby to be entered into by any of the Parties or any of the members of their respective Groups); (ii) any agreements, arrangements, commitments or understandings to which any Person other than the Parties and the members of their respective Groups is a Party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Assets or Liabilities, they shall be assigned pursuant to Section 2.1); and (iii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly states will survive the Separation Date.

2.8 Bank Accounts.

(a) The Parties shall continue to utilize their existing centralized cash management process pursuant to which (i) the bank and brokerage accounts owned by Pasadena Holdings or any other Pasadena Group member (collectively, the “Pasadena Accounts”) are managed centrally and funds collected transferred into one or more centralized accounts maintained by a Pasadena Group Member; (ii) bank or brokerage accounts owned by Partnership or any other Partnership Group member (collectively, the “Partnership Accounts”) are managed centrally and funds collected transferred into one or more centralized accounts maintained by a Partnership Group Member and (iii) such Pasadena Accounts and Partnership Accounts are de-linked and held separate for all purposes.

(b) With respect to any outstanding payments initiated by any Party, or any of their respective Subsidiaries prior to the Separation Date, such outstanding payments shall be honored following the Separation by the Person or Group owning the account from which the payment was initiated.

(c) As between Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand (and the members of their respective Groups), all payments made and reimbursements received after the Separation by any Party (or member of its Group) that relate to a business, Asset or Liability of the other Party or Parties (or member of its Group), shall be held by such Party for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto). Each of Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand, shall maintain an accounting of any such payments and reimbursements, and the Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each Party are calculated and the net amount owed to Partnership and Partnership GP, on the one hand, or Pasadena Holdings, on the other hand, shall be paid over with right of set-off. If at any time the net amount owed to either Party exceeds $1,000,000, an interim payment of such net amount owed shall be made to the Party entitled thereto within three (3) business days of such amount exceeding $1,000,000. Notwithstanding the foregoing, no Party shall act as collection agent for the other Party, nor shall any Party act as surety or endorser with respect to non-sufficient funds checks, or funds to be returned in a bankruptcy or fraudulent conveyance action.

2.9 Disclaimer of Representations and Warranties. EACH OF PARTNERSHIP AND PARTNERSHIP GP (ON BEHALF OF THEMSELVES AND EACH PARTNERSHIP GROUP MEMBER) AND PASADENA HOLDINGS (ON BEHALF OF ITSELF AND EACH PASADENA GROUP MEMBER) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED, ASSUMED OR RETAINED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF, AND IN ENTERING INTO THIS AGREEMENT, EACH OF PARTNERSHIP AND PARTNERSHIP GP (ON BEHALF OF THEMSELVES AND EACH PARTNERSHIP GROUP MEMBER) AND PASADENA HOLDINGS (ON BEHALF OF ITSELF AND EACH PASADENA GROUP MEMBER) ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY SUCH REPRESENTATION OR WARRANTY. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, INCLUDING ENVIRONMENTAL LAWS, OR JUDGMENTS ARE NOT COMPLIED WITH. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTNERSHIP NOR PARTNERSHIP GP MAKES ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF HAZARDOUS MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE PASADENA ASSETS.

ARTICLE III.

DISPUTE RESOLUTION

3.1 Arbitration.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement or the Ancillary Agreements (except as otherwise set forth in any such Ancillary Agreements), including the validity, interpretation, breach or termination thereof (a “Dispute”), shall be resolved in accordance with the procedures set forth in this Article III, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified in the applicable Ancillary Agreement or in this Article III.

(b) Any Dispute shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (the “AAA Commercial Arbitration Rules”).

(c) Without waiving its rights to any remedy under this Agreement and without first complying with the provisions of this Section 3.1, either Party may seek any emergency measures of protection or interim relief (i) before any Delaware federal or state court, (ii) before an emergency arbitrator, as provided for under the AAA Commercial Arbitration Rules, or (iii) before the arbitrator established hereunder.

(d) Unless otherwise agreed by the Parties, any Dispute to be decided in arbitration hereunder shall be decided by a single arbitrator appointed pursuant to the AAA Commercial Arbitration Rules.

(e) The place of arbitration shall be Wilmington, Delaware or in such other location as shall be agreed to by Pasadena Holdings and the Partnership. The final hearing(s) in such arbitration shall take place within twelve (12) months of the date of appointment of the arbitrator, unless the Parties agree otherwise in writing.

(f) The arbitrator will have the right to award, on an interim basis, or include in the final award, any relief which it deems proper in the circumstances, including money damages (with interest on unpaid amounts from the due date), injunctive relief (including specific performance) and attorneys’ fees and costs; provided that the arbitrator will not award any relief not specifically requested by the Parties and, in any event, will not award special damages. Upon constitution of the arbitrator following any grant of interim relief by a special arbitrator or court pursuant to Section 3.1(c), the tribunal may affirm or disaffirm that relief, and the Parties will take such measures that are necessary to execute the tribunal’s decision.

(g) So long as either Party has a timely claim to assert, the agreement to arbitrate Disputes set forth in this Section 3.1 will continue in full force and effect subsequent to, and notwithstanding the completion, expiration or termination of, this Agreement.

(h) Any award of the arbitrator shall state reasons and shall be conclusive and binding upon the Parties. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

(i) Each Party shall bear its own fees, costs and expenses and shall bear an equal share of the costs and expenses of the arbitration, including the fees, costs and expenses of the arbitrator, provided, that the arbitrator may award the prevailing Party its reasonable fees and expenses (including attorneys’ fees), including such reasonable fees and expenses for any Disputes relating to the Parties’ rights and obligations for indemnification under this Agreement, if it finds that there was no good faith basis for the position taken by the other Party in the arbitration.

3.2 Confidentiality. Except as may be required by Law or to enforce an award, neither a Party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of the Parties.

ARTICLE IV.

MUTUAL RELEASES; INDEMNIFICATION

4.1 Regardless of Fault. IN THIS ARTICLE IV, THE PHRASE “REGARDLESS OF FAULT” MEANS WITH RESPECT TO ANY INDEMNITY OR RELEASE PROVISION THAT THE INDEMNITY OR RELEASE IS BEING GIVEN WITHOUT REGARD TO THE FAULT OF THE PARTY BEING RELEASED OR INDEMNIFIED AND THAT THE INDEMNITY OR RELEASE WILL BE ENFORCEABLE EVEN IF THE LIABILITY BEING RELEASED OR INDEMNIFIED AGAINST WAS CAUSED BY THE NEGLIGENCE (OF ANY DEGREE OR CHARACTER), STRICT LIABILITY, BREACH OF DUTY OR ANY OTHER FAULT ON THE PART OF THE PARTY OR PERSON BEING RELEASED OR INDEMNIFIED.

4.2 Intention of Parties. IT IS THE INTENTION OF THE PARTIES THAT THE INDEMNITIES AND RELEASES IN THIS ARTICLE IV COMPLY WITH BOTH THE EXPRESS NEGLIGENCE DOCTRINE AND THE CLEAR AND CONSPICUOUS RULE AND THAT WHEREVER “REGARDLESS OF FAULT” APPEARS IN ARTICLE IV, THE DEFINITION SET OUT IN SECTION 4.1 IS INCORPORATED AS THOUGH FULLY SET OUT THEREIN.

4.3 Release of Pre-Separation Claims.

(a) Except as provided in Section 4.(c), effective as of the Separation Date, Pasadena Holdings does hereby, for itself and each other Pasadena Group member, their respective Affiliates (other than any Partnership Group member), successors and assigns, and all Persons who at any time prior to the Separation Date

have been directors, officers, agents, managers, or employees of any Pasadena Group member (in each case, in their respective capacities as such), release and forever discharge REGARDLESS OF FAULT Partnership and the Partnership Group members, their respective controlled Affiliates (other than any Pasadena Group member), successors and assigns, and all Persons who at any time prior to the Separation Date have been unitholders, directors, officers, agents, managers or employees of any Partnership Group member (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, including from fraud, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Separation Date, including in connection with the Separation and all other activities to implement the Separation; provided, however, that with respect to unitholders, directors, officers, agents, managers, or employees of any Partnership Group member (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such release and discharge shall not apply to the extent any such Person acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s or party’s conduct was unlawful.

(b) Except as provided in Section 4.3(c), effective as of the Separation Date, Partnership does hereby, for itself and each other Partnership Group member, their respective Affiliates (other than any Pasadena Group member), successors and assigns, and all Persons who at any time prior to the Separation Date have been directors, officers, agents, managers, or employees of any Partnership Group member (in each case, in their respective capacities as such), release and forever discharge REGARDLESS OF FAULT Pasadena Holdings, the Pasadena Group members, their respective controlled Affiliates (other than any Partnership Group member), successors and assigns, and all Persons who at any time prior to the Separation Date have been unitholders, directors, officers, agents, managers, or employees of any Pasadena Group member (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity (including any right of contribution), whether arising under any contract or agreement, by operation of law or otherwise, including from fraud, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Separation Date, including in connection with the transactions and all other activities to implement the Separation; provided, however, that with respect to unitholders, directors, officers, agents, managers, or employees of any Pasadena Group member (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, such release and discharge shall not apply to the extent any such person or party acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s or party’s conduct was unlawful.

(c) Nothing contained in Section 4.3(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreement, arrangements, commitments or understandings that are specified in Section 2.7(b) as not to be terminated as of the Separation Date, in each case in accordance with its terms. Nothing contained in Section 4.3(a) or (b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any Partnership Group members or the Pasadena Group that is specified in Section 2.7(b) as not to terminate as of the Separation Date, or any other Liability specified in such Section 2.7(b) as not to terminate as of the Separation Date;

(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Liability for the agreed upon purchase price or fee due arising out of the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Separation Date;

(iv) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement for claims brought against the Parties by Third Parties, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the other appropriate provisions of this Agreement and the other Ancillary Agreements; or

(v) any Liability the release of which would result in the release of any Third Parties other than a Person released pursuant to this Section 4.3; provided, however, that the Parties agree not to bring or allow their respective Subsidiaries to bring suit or other Action against any other Party or any of their respective past, present or future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing, with respect to any such Liability.

In addition, nothing contained in Section 4.3(a) shall release Partnership or Partnership GP from honoring its obligations in effect immediately prior to the Separation to indemnify any director, officer or employee of a Pasadena Group member who was a director, officer or employee of a Partnership Group member on or prior to the Separation Date, to the extent such director, officer or employee becomes a named defendant in any Action covered by such indemnity obligations; it being understood that, if the underlying obligation giving rise to such Action is a Pasadena Liability, Pasadena Holdings shall indemnify Partnership and Partnership GP for such Liability (including Partnership’s and Partnership GP’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV.

(d) Pasadena Holdings covenants that it will not make, and will not permit any Pasadena Group member to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Partnership or any Partnership Group member, or any other Person released pursuant to Section 4.3(a), with respect to any Liabilities released pursuant to Section 4.3(a). Partnership and Partnership GP covenant that they will not make, and will not permit any Partnership Group member to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Pasadena Holdings or any Pasadena Group member, or any other Person released pursuant to Section 4.3(b), with respect to any Liabilities released pursuant to Section 4.3(b).

(e) It is the intent of each of Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand, by virtue of the provisions of this Section 4.3, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Separation Date, between or among Partnership or any member of the Partnership Group, on the one hand, and Pasadena Holdings or any member of the Pasadena Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Separation Date), except as set forth in Section 4.3(c) or elsewhere in this Agreement or in any Ancillary Agreement. At any time, at the request of the Partnership or Partnership GP, on the one hand, or Pasadena Holdings, on the other hand, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

(f) Any breach of the provisions of this Section 4.3 by either Partnership or Partnership GP, on the one hand, or Pasadena Holdings, on the other hand, shall entitle the other Parties to recover reasonable fees and expenses of counsel in connection with such breach or any action resulting from such breach.

4.4 Indemnification by Pasadena Holdings. Subject to Section 4.6, Pasadena Holdings shall REGARDLESS OF FAULT indemnify, defend and hold harmless Partnership, each Partnership Group member and each of their respective past, present and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Partnership Indemnitees”), from and against any and all Liabilities of the Partnership Indemnitees arising out of or resulting from any of the following items (without duplication):

(a) any Partnership Third-Party Claim to the extent arising out of or resulting from any of the following items:

(i) the failure of Pasadena Holdings or any other Pasadena Group member or any other Person to pay, perform or otherwise promptly discharge any Assumed Liabilities or Assigned Pasadena Contracts in accordance with its respective terms, whether prior to or after the Separation Date;

(ii) any Assumed Liabilities;

(iii) any representation or other warranty (including any warranty of title) or indemnity from or made by the Partnership Group contained in any deed, agreement or other document constituting or relating to the Transferred Assets or the Pasadena Business, including any conveyancing instrument whereby any of the Pasadena Assets were conveyed, assigned or transferred to a Pasadena Group member (whether in connection with the Separation or a transaction not related to the Separation);

(iv) any Action relating to the Pasadena Business from which Pasadena Holdings is unable to cause any Partnership Group party to be removed pursuant to Section 4.8(d), but only to the extent relating to the Pasadena Business;

(v) any guarantee, indemnification obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any Pasadena Group member by a Partnership Group member that survives following the Separation Date; and

(vi) any and all Taxes attributable to the transfer of the Transferred Assets; and

(b) any breach by Pasadena Holdings or any Pasadena Group member of this Agreement or any of the other Ancillary Agreements.

4.5 Indemnification by Partnership. Subject to Section 4.6, Partnership shall REGARDLESS OF FAULT indemnify, defend and hold harmless Pasadena Holdings, each Pasadena Group member and each of their respective past, present and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Pasadena Indemnitees”), from and against any and all Liabilities of the Pasadena Indemnitees arising out of or resulting from any of the following items (without duplication):

(a) any Pasadena Third-Party Claim to the extent arising out of or resulting from any of the following items:

(i) the failure of Partnership or any other Partnership Group member or any other Person to pay, perform or otherwise promptly discharge any Partnership Liabilities or Partnership Contracts, whether prior to or after the Separation Date;

(ii) any Partnership Liabilities;

(iii) any representation or other warranty (including any warranty of title) or indemnity from or made by the Pasadena Group contained in any deed, agreement or other document constituting or relating to the Partnership Assets or the Partnership Business, including any conveyancing instrument whereby any of the Partnership Assets were conveyed, assigned or transferred to a Partnership Group member (whether in connection with the Separation or a transaction not related to the Separation); and

(iv) any Action relating to the Partnership Business from which Partnership is unable to cause a Pasadena Group party to be removed pursuant to Section 5.8(d) (but only to the extent relating to the Partnership Business); and

(b) any breach by Partnership or any Partnership Group member of this Agreement or any of the Ancillary Agreements.

4.6 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Article IV ultimately will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, the Liability or (ii) other amounts recovered from any third party that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, the Liability (“Third-Party Proceeds”). Accordingly, the amount which any Party (an “Indemnifying Party”) has paid to or on behalf of any Person entitled to indemnification or reimbursement hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds in respect of such Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received minus any costs or expenses incurred by the Indemnitee in recovering such payment over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility therefor, or have any subrogation rights with respect thereto, as a consequence of the indemnification rights under this Agreement, it being expressly understood and agreed that no insurer or any other Third Party shall be entitled to a “wind-fall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. Each member of the Partnership Group and Pasadena Group shall use commercially reasonable efforts to seek to collect or recover any Insurance Proceeds and any Third-Party Proceeds to which such Person is entitled in connection with any Liability for which such Person seeks indemnification pursuant to this Article IV; provided, however, that such Person’s inability to collect or recover any such Insurance Proceeds or Third-Party Proceeds shall not limit the Indemnifying Party’s obligations hereunder.

(c) For all claims as to which indemnification is provided under Section 4.4 or Section 4.5 other than Third-Party Claims (as to which Section 4.7 shall apply), the reasonable fees and expenses of counsel to the Indemnitee for the enforcement of the indemnity obligations shall be borne by the Indemnifying Party.

4.7 Procedures for Indemnification of Third-Party Claims.

(a) If an Indemnitee shall receive written notice of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.4 or 4.5, or any other Section of this Agreement or any other Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof within fourteen (14) days of such written notice. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.7(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party shall demonstrate that it was materially prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.7(a).

(b) An Indemnifying Party may elect to defend (and, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any Third-Party Claim; provided, however, that an Indemnifying Party shall not be entitled to elect to defend any Third-Party Claim that potentially includes Liabilities for which the Indemnitee will not be indemnified hereunder unless either the Indemnitee consents to the Indemnifying Party assuming such defense or the Indemnifying Party agrees to assume such defense and indemnify without reservation or exception. Within thirty (30) days after the receipt of notice from an Indemnitee in accordance with Section 4.7(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall specify any reservations or exceptions if the Indemnitee has consented to the Indemnifying Party assuming the defense notwithstanding such reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim,

such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee except as set forth in Section 4.7(c).

(c) If the Indemnifying Party has elected (and is permitted hereunder) to assume the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel (plus reasonably required local counsel) for all Indemnitees shall be the expense of such Indemnitees, but shall be promptly reimbursed by the Indemnifying Party.

(d) Notwithstanding an election by an Indemnifying Party to defend a Third-Party Claim pursuant to Section 4.7(b), the Indemnitee may, upon notice to the Indemnifying Party, elect to take over the defense of such Third-Party Claim if (i) in its exercise of reasonable business judgment, the Indemnitee determines that the Indemnifying Party is not defending such Third-Party Claim competently or in good faith, (ii) the Indemnitee determines in its exercise of reasonable business judgment that there exists a compelling business reason for such Indemnitee to defend such Third-Party Claim (other than as contemplated by the foregoing clause (i)), or (iii) the Indemnifying Party makes a general assignment for the benefit of creditors, files a petition in bankruptcy or insolvency (or has filed against it a petition in bankruptcy or insolvency), is declared bankrupt or insolvent or declares that it is bankrupt or insolvent.

(e) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in Section 4.7(b), or if an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 4.7(d), the Indemnifying Party shall bear, and reimburse promptly, all of the Indemnitee’s reasonable costs and expenses incurred in defending such Third-Party Claim.

(f) If, pursuant to Section 4.7(d) or for any other reason, the Indemnifying Party is not defending a Third-Party Claim for which indemnification is provided under this Agreement, the Indemnifying Party shall have the right, at its own expense, to monitor reasonably the defense of such Third-Party Claim; provided, that such monitoring activity shall not interfere in any material respect with the conduct of such defense.

(g) If an Indemnitee takes over the defense of a Third-Party Claim as provided in Section 4.7(d), such Indemnitee may not settle or compromise any Third-Party Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed.

(h) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the consent of the applicable Indemnitee or Indemnitees; provided, however, that such Indemnitee(s) shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (i) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (ii) involves only monetary relief which the Indemnifying Party has agreed to pay and (iii) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee.

4.8 Additional Matters.

(a) THE INDEMNITY AGREEMENTS CONTAINED IN THIS ARTICLE IV SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT, REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF ANY INDEMNITEE AND (II) THE KNOWLEDGE BY THE INDEMNITEE OF LIABILITIES FOR WHICH IT MIGHT BE ENTITLED TO INDEMNIFICATION HEREUNDER.

(b) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Party as contemplated by this Agreement and the other Ancillary Agreements.

(c) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(d) In the event of an Action for which indemnification is sought pursuant to Section 4.4 or 4.5 and in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall use commercially reasonable efforts to substitute the Indemnifying Party for the named defendant.

4.9 Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party; provided, however, that if a Party has recovered any Losses from the other Party pursuant to any provision of this Agreement or any Ancillary Agreement or otherwise, it shall not be entitled to recover the same Losses pursuant to any other provision of this Agreement or any Ancillary Agreement.

4.10 Survival of Indemnitees. The rights and obligations of each of the Parties and their respective Indemnitees under this Article IV shall survive the sale or other transfer by any Party of any Assets or businesses or the assignment by it of any Liabilities.

4.11 No Impact on Third Parties. For the avoidance of doubt, except as expressly set forth in this Agreement, the indemnifications provided for in this Article IV are made only for purposes of allocating responsibility for Liabilities between the Partnership Group, on the one hand, and the Pasadena Group, on the other hand, and are not intended to, and shall not, affect any obligations to, or give rise to any rights of, any Third Parties.

4.12 No Cross-Claims or Third-Party Claims. Each of the Parties agrees that it shall not, and shall not permit any of its respective Subsidiaries or controlled Affiliates to, in connection with any Third-Party Claim, assert as a counterclaim or third-party claim against any Partnership Group member or Pasadena Group member, respectively, any claim (whether sounding in contract, tort or otherwise) that arises out of or relates to this Agreement, any breach or alleged breach hereof, the transactions contemplated hereby (including all actions taken in furtherance of the transactions contemplated hereby on or prior to the Separation Date), or the construction, interpretation, enforceability or validity hereof, other than as contemplated by this Article IV.

4.13 Severability. If any indemnification provided for in this Article IV is determined by any arbitrator with authority to make such determination under this Article IV or by a Delaware federal or state court to be invalid, void or unenforceable, to the maximum extent permitted by Law, the Liability shall be apportioned between the Indemnitee and the Indemnifying Party in accordance with this Article IV.

ARTICLE V.

INSURANCE MATTERS

5.1 Insurance Matters. Pasadena Holdings shall cooperate with Partnership and share such Information at Pasadena Holdings’ cost as is reasonably necessary in order to permit Partnership to manage and conduct its insurance matters as it deems appropriate. Each of Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand shall provide the other with reasonable access to records and information relating to the insurance claims, as may be reasonably requested by such Party and/or its insurers from time to time.

ARTICLE VI.

EXCHANGE OF INFORMATION; CONFIDENTIALITY

6.1 Agreement for Exchange of Information. Subject to Section 6.7 and any other applicable confidentiality obligations, each of Partnership, on the one hand, and Pasadena Holdings, on the other hand, on behalf of their respective Group, agrees to provide, or cause to be provided, to the other Group, at any time on, before or after the Separation Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group which the requesting Party reasonably needs (a) to comply with reporting, disclosure, filing or other requirements imposed on the requesting Party (including under applicable securities or Tax Laws) by a Governmental Authority having jurisdiction over the requesting Party, (b) for use in any other judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Tax or other similar requirements, in each case other than claims or allegations that one Party has against the other, or (c) subject to the foregoing clause (b), to comply with its obligations under this Agreement or any other Ancillary Agreement; provided, however, that, in the event that any Party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any privilege otherwise available under applicable Law, including the attorney-client privilege, work product, joint defense, common interest or other applicable privilege (each, a “Privilege”) the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence, and shall only provide that portion of the Information that is mandatorily required by the requesting agency.

6.2 Ownership of Information. Any Information owned by one Group that is provided to a requesting Party pursuant to Section 6.1 or Section 6.6 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

6.3 Compensation for Providing Information. The Party requesting Information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering and copying such Information (including internal costs for time devoted by employees for creating, gathering and copying such Information), to the extent that such costs are incurred for the benefit of the requesting Party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

6.4 Record Retention. To facilitate the possible exchange of Information pursuant to this Article VI and other provisions of this Agreement after the Separation Date, the Parties agree to use their commercially reasonable efforts to retain all Information relating to the other Party or its business, Assets or Liabilities in their respective possession or control on the Separation Date. No Party will destroy, or permit any of its Subsidiaries to destroy, any Information which another Party may have the right to obtain pursuant to this Agreement prior to the end of the retention period established in such Party’s standard document retention policies without first notifying the other Parties of the proposed destruction and giving the other Parties the opportunity to take possession of such information prior to such destruction; provided, however, that in the case of any Information relating to Taxes, employee benefits or Environmental Liabilities, such retention period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof).

6.5 Production of Witnesses; Records; Cooperation. After the Separation Date, except in the case of an adversarial Action by one Party against another Party, each Party shall use its commercially reasonable efforts to make available to the other Parties, upon written request, the former, current and future directors, officers, employees, managers, other personnel and agents of the members of its respective Group as witnesses and any Records (unless the provision of any Record would result in the waiver of any applicable Privilege) or other documents within its control or which it otherwise has the ability to make available, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, managers, other personnel and agents) or Records or other documents may reasonably be required in connection with any Action in which the requesting Party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith, except to the extent such costs and expenses are covered by indemnification under Section 4.4 or Section 4.5. Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

6.6 Confidentiality.

(a) Subject to Section 6.7, until the five (5)-year anniversary of the Separation Date, each of Pasadena Holdings and Partnership (the “Receiving Party”), on behalf of itself and each of its Group members, agrees to hold, and to cause their respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to its own confidential and proprietary information, all Information that is owned by the other Party (the “Disclosing Party”) or its Group and that is either in its possession or furnished by the Disclosing Party or its Group or its Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise (such Information, “Confidential Information”), and shall not use such Confidential Information other than for such purposes as may be expressly permitted hereunder or thereunder, except, in each case, “Confidential Information” shall not include Information that has been (i) in the public domain through no fault of the Receiving Party or any of its Group members or any of their respective Representatives, as applicable, (ii) later lawfully acquired from other sources by the Receiving Party (or any of its Group members) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any proprietary or confidential Information of the Disclosing Party or its Group.

(b) Each Receiving Party, on behalf of itself and each of its Group members, agrees not to release or disclose, or permit to be released or disclosed, any such Confidential Information to any other Person, except its Representatives who need to know such Confidential Information (who shall be advised of their obligations hereunder with respect to such Confidential Information), except in compliance with Section 6.7. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, except as provided in Section 6.4, the Receiving Party will promptly after request of the Disclosing Party either return to the Disclosing Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the Disclosing Party that it has destroyed such Confidential Information (and such copies thereof and such notes, extracts or summaries based thereon); provided, however, that the Receiving Party shall not be required to destroy or return any such Confidential Information to the extent that (i) the Receiving Party or any of its Group members is required to retain such Confidential Information in order to comply with any applicable Law, (ii) such Confidential Information has been backed up electronically pursuant to the Receiving Party’s standard document retention policies and will be managed and ultimately destroyed consistent with such policies or (iii) it is kept in the Receiving Party’s or any of its Group member’s files for purposes of resolving any dispute that may arise under this Agreement or any Ancillary Agreement.

6.7 Protective Arrangements. If the Receiving Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any such Confidential Information pursuant to applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide such Confidential Information of the Disclosing Party (or any of its Group members) that is subject to the confidentiality provisions hereof, the Receiving Party shall use commercially reasonable efforts to notify the Disclosing Party prior to disclosing or providing such Confidential Information and shall cooperate at the expense of the Disclosing Party in seeking any reasonable protective arrangements requested by the Disclosing Party. Subject to the foregoing, the Receiving Party may thereafter disclose or provide such Confidential Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority.

ARTICLE VII.

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

7.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, on and after the Separation Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, on and after the Separation Date, each Party hereto shall cooperate with the other Parties, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any Third-Party consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the Assets and the assignment and assumption of the Liabilities and the other transactions contemplated hereby and thereby.

7.2 Performance. Partnership and Partnership GP will cause to be performed, and hereby guarantee the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any Partnership Group member. Pasadena Holdings will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any Pasadena Group member.

7.3 Conflicts with and between Ancillary Agreements. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between this Agreement or any Ancillary Agreement in relation to any matters addressed by this Agreement, this Agreement shall prevail.

7.4 Attorney Client Privilege. Pasadena Holdings agrees that, in the event of any Dispute or other litigation, dispute, controversy or claim between Partnership or a Partnership Group member, on the one hand, and Pasadena Holdings or a Pasadena Group member, on the other hand, Pasadena Holdings will not, and will cause the members of its Group not to, seek any waiver of any applicable Privilege with respect to any oral or written communications relating to advice given prior to the Separation Date by counsel to Partnership or Partnership GP or any Person that was a Subsidiary of Partnership of Partnership GP prior to the Separation Date, regardless of any argument that such advice may have affected the interests of the Parties. Moreover, Pasadena Holdings will, and will cause the members of its Group to, honor any such applicable Privilege between Partnership and the members of its Group and its or their counsel, and will not assert that Partnership or a member of its Group has waived, relinquished or otherwise lost such Privilege. For the avoidance of doubt, in the event of any litigation, dispute, controversy or claim between Partnership or a member of its Group, on the one hand, and a Third-Party other than a Pasadena Group member, on the other hand, Partnership shall retain the right to assert any applicable Privilege with respect to any communications relating to advice given prior to the Separation Date by counsel to Partnership or Partnership GP or any Person that was a Subsidiary of Partnership or Partnership GP prior to the Separation Date (it being understood, for the avoidance of doubt, that nothing in this Section 7.4 shall prevent Pasadena Holdings from asserting any applicable Privilege with respect to the matters discussed herein in the event such Privilege is not waived by Partnership).

7.5 Tax Matters.

(a) Tax Cooperation. The Parties shall cooperate as and to the extent reasonably requested by the other Parties, in connection with the filing of Tax Returns and any Tax proceeding with respect to Taxes imposed on or with respect to the operations or activities of the Partnership Group and the Pasadena Group. Such cooperation shall include the retention and (upon such other Party’s request) the provision of records and Information which are reasonably relevant to any such Tax Return or Tax proceeding and making employees available on a mutually convenient basis to provide additional Information and explanation of any material provided hereunder.

(b) Treatment of Payments for Tax Purposes. For all Tax purposes, the Parties agree to treat (a) any payment required by this Agreement (other than payments with respect to interest accruing after the Separation Date) as either a contribution by Partnership to Pasadena Holdings or a distribution by Pasadena Holdings to Partnership, as the case may be, occurring immediately prior to the Separation Date or as a payment of an Assumed Liability or a Partnership Liability; and (b) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

ARTICLE VIII.

MISCELLANEOUS

8.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement and the Ancillary Agreements contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) Partnership represents on behalf of itself and each other Partnership Group member, and Pasadena Holdings represents on behalf of itself and each other Pasadena Group member, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and each other Party may execute certain of the Ancillary Agreements by facsimile, stamp or mechanical signature. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it will not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party hereto at any time it will as promptly as reasonably practicable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).

8.2 Governing Law; Waiver of Trial by Jury.

(a) This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

(b) THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO TRIAL BY JURY.

8.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the parties hereto and thereto, respectively, and their respective successors and permitted assigns; provided, however, that no party hereto or thereto may assign its respective rights or delegate its respective obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other parties hereto or thereto.

8.4 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement or any Ancillary Agreement of any Partnership Indemnitee or Pasadena Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder or thereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third-Party with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

8.5 Notices. All notices, requests, claims, demands or other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile or electronic transmission with receipt confirmed, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.5):

If to Partnership or Partnership GP, to:

CVR GP, LLC

10 East Cambridge Circle Drive, Suite 250

Kansas City, Kansas 66103

Attention: General Counsel

Facsimile: (913) 982-0976

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

Attention: Jeffery B. Floyd and E. Ramey Layne

Facsimile: (713) 615-5660

If to Pasadena Holdings, to:

Pasadena Commodities International, LLC

2001 Jackson Road

Pasadena, TX 77506

Attention: Chief Executive Officer

Facsimile: (914) 762-8001

with a copy (which shall not constitute notice) to:

Exall & Wood, PLLC

3838 Oak Lawn Ave., Suite 1750

Dallas, TX 75219

Attention: Allison Exall and Christine A. Hathaway

Facsimile: (469) 619-6317

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

8.6 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

8.7 Force Majeure. No Party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations under this Agreement or any Ancillary Agreement, other than a delay or failure to make a payment, results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay.

8.8 Expenses. Except as expressly set forth in this Agreement or in any Ancillary Agreement, all fees, costs and expenses incurred in connection with the preparation, execution, delivery and implementation of this Agreement and any Ancillary Agreement, and with the consummation of the transactions contemplated hereby and thereby, will be borne by the Party incurring such fees, costs or expenses.

8.9 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2% but in no event higher than the highest rate permitted by applicable Law.

8.10 Headings. The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

8.11 Survival of Covenants. Except as expressly set forth in any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and liability for the breach of any obligations contained herein or therein, shall survive the Separation and shall remain in full force and effect.

8.12 Waivers of Default. Waiver by any Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of such Party. No failure or delay by any Party (or the applicable member of its Group) in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

8.13 Specific Performance. Subject to the provisions of Article III, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

8.14 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

8.15 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the

context requires; (b) the terms “hereof,” “herein,” “herewith” and words of similar import, and the terms “Agreement” and “Ancillary Agreement” shall, unless otherwise stated, be construed to refer to this Agreement or the applicable Ancillary Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement or such Ancillary Agreement; (c) Article, Section, Exhibit, Schedule and Appendix references are to the Articles, Sections, Exhibits, Schedules and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) means “including, without limitation”; (e) the word “or” shall not be exclusive; and (f) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to the date first stated in the preamble to this Agreement, regardless of any amendment or restatement hereof. Nothing contained herein shall be interpreted or construed against the drafter(s) of these agreements. Both Parties had full and fair opportunity to contribute to the drafting of this Agreement.

8.16 Limitations of Liability. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OTHER THAN THE FOLLOWING PROVISO, NEITHER PASADENA HOLDINGS OR ITS AFFILIATES, ON THE ONE HAND, NOR PARTNERSHIP, PARTNERSHIP GP OR THEIR RESPECTIVE AFFILIATES, ON THE OTHER HAND, SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE, LOSS OF PROFIT OR SIMILAR DAMAGES OF THE OTHER ARISING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, THAT THE AFORESAID LIMITATION ON DAMAGES SHALL NOT APPLY TO ANY SUCH DAMAGES THAT ARE OWED PURSUANT TO A THIRD-PARTY CLAIM FOR WHICH INDEMNIFICATION IS REQUIRED UNDER ARTICLE IV.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.


RENTECH NITROGEN PARTNERS, L.P.

By: Rentech Nitrogen GP, LLC, its general partner

By:		/s/ Colin Morris
Name:		Colin Morris
Title:		Senior Vice President, General Counsel and Secretary

RENTECH NITROGEN GP, LLC

By:		/s/ Colin Morris
Name:		Colin Morris
Title:		Senior Vice President, General Counsel and Secretary

RENTECH NITROGEN PASADENA HOLDINGS, LLC

By:		/s/ Colin Morris
Name:		Colin Morris
Title:		Vice President and Secretary

Signature Page to Separation Agreement

SCHEDULE 1.1

PASADENA BALANCE SHEET

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 14, 2016, Rentech, Inc. (the “Company”) completed the sale of Rentech Nitrogen Pasadena Holdings, LLC (“Pasadena Holdings”) to Pasadena Commodities International, LLC, an affiliate of Interoceanic Corporation. The transaction calls for an initial cash payment to the Partnership of $5.0 million and a cash working capital adjustment, which is expected to be approximately $6.0 million, after confirmation of the amount within ninety days of the closing of the transaction. The purchase agreement also includes a milestone payment which would be paid to Rentech Nitrogen Partners, L.P. (the “Partnership”) unitholders equal to 50% of the facility’s EBITDA, as defined in the purchase agreement, in excess of $8.0 million cumulatively earned over the next two years.

The following unaudited pro forma condensed consolidated financial statements have been derived by the application of adjustments to the Company’s historical consolidated financial statements. The unaudited pro forma condensed consolidated statements of operations for the three years ended December 31, 2015 are presented as if the disposition had occurred as of January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 is presented as if the disposition had occurred on December 31, 2015.

The unaudited pro forma condensed consolidated financial statements are being provided for informational purposes only and are not necessarily indicative of the results of operations or financial position that would have resulted if the disposition had actually occurred on the dates indicated and are not intended to project the Company’s results of operations or financial position for any future period. The unaudited adjustments are based on estimates, available information, and certain assumptions that the Company believes are reasonable, as described in the accompanying notes. The pro forma adjustments reflect the impact of events directly attributable to the sale of Pasadena Holdings and related transaction agreements that are factually supportable, and for purposes of the statements of operations, are expected to have a continuing impact on the Company. The pro forma financial statements do not reflect any assumed proceeds from the milestone payment. The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the historical consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on March 15, 2016.

RENTECH, INC.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2015

(Amounts in thousands)


				Pro Forma Adjustments
	Company Historical			Adjustment to Eliminate Pasadena Holdings (1)			Adj. (2)		Pro Forma
Current Assets
Cash	$	41,708		$	(8,589	)	$	6,118	$	39,237
Accounts receivable, net		11,945			(2,450	)		—		9,495
Inventories		45,529			(21,758	)		—		23,771
Prepaid expenses and other current assets		7,296			(3,512	)		—		3,784
Other receivables, net		3,450			(344	)		—		3,106
Assets of discontinued operations		27,201			—			—		27,201

Total current assets		137,129			(36,653	)		6,118		106,594

Property, plant and equipment, net		242,510			(1,810	)		—		240,700

Construction in progress		5,134			(895	)		—		4,239

Other assets
Goodwill		40,255			—			—		40,255
Intangible assets		36,084			—			—		36,084
Deposits and other assets		4,530			(71	)		—		4,459
Property held for sale		2,359			—			—		2,359
Assets of discontinued operations		182,290			—			—		182,290

Total other assets		265,518			(71	)		—		265,447

Total assets	$	650,291		$	(39,429	)	$	6,118	$	616,980

Current liabilities
Accounts payable	$	17,281			(5,015	)		—	$	12,266
Accrued payroll and benefits		6,858			(1,518	)		—		5,340
Accrued liabilities		22,802			(4,126	)		—		18,676
Deferred revenue		12,187			(10,786	)		—		1,401
Current portion of long-term debt		18,744			—			—		18,744
Accrued interest		337			—			—		337
Other		2,554			(377	)		—		2,177
Liabilities of discontinued operations		32,606			—			—		32,606

Total current liabilities		113,369			(21,822	)		—		91,547

Long-term liabilities
Debt		157,268			—			—		157,268
Earn-out consideration		871			—			—		871
Asset retirement obligation		4,270			(4,047	)		—		223
Deferred income taxes		7,301			—			—		7,301
Other		3,216			(1,541	)		—		1,675
Liabilities of discontinued operations		348,576			—			—		348,576

Total long-term liabilities		521,502			(5,588	)		—		515,914

Total liabilities		634,871			(27,410	)		—		607,461

Mezzanine equity
Series E convertible preferred stock		95,840			—			—		95,840

Stockholders’ equity (deficit)
Common stock		230			—			—		230
Additional paid-in capital		543,724			(160,991	)		—		382,733
Accumulated deficit		(531,971	)		153,995			6,118		(371,858	)
Accumulated other comprehensive loss		(27,204	)		(172	)		—		(27,376	)

Total Rentech stockholders’ equity (deficit)		(15,221	)		(7,168	)		6,118		(16,271	)
Noncontrolling interests		(65,199	)		(4,851	)		—		(70,050	)

Total equity (deficit)		(80,420	)		(12,019	)		6,118		(86,321	)

Total liabilities and stockholders’ equity (deficit)	$	650,291		$	(39,429	)	$	6,118	$	616,980

RENTECH, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2015

(Amounts in thousands, except per share data)


				Pro Forma Adjustments
	Company Historical			Adjustment to Eliminate Pasadena Holdings (1)			Adj. (2)			Pro Forma
Revenues
Product sales	$	222,856		$	(137,040	)	$	—		$	85,816
Service revenues		70,569			—			—			70,569
Other revenues		2,419			(2,347	)		—			72

Total revenues		295,844			(139,387	)		—			156,457

Cost of sales
Product		219,318			(134,731	)		—			84,587
Service		53,879			—			—			53,879

Total cost of sales		273,197			(134,731	)		—			138,466

Gross profit		22,647			(4,656	)		—			17,991

Operating expenses
Selling, general and administrative expense		56,262			(3,937	)		—			52,325
Depreciation and amortization		5,930			(755	)		—			5,175
Asset impairment		171,878			(160,622	)		—			11,256
Other expense, net		3,395			—			—			3,395

Total operating expenses		237,465			(165,314	)		—			72,151

Operating loss		(214,818	)		160,658			—			(54,160	)

Other income (expense), net
Interest expense		(10,746	)		—			—			(10,746	)
Gain on fair value adjustment to earn-out consideration		230			—			—			230
Other income, net		2,372			(1,425	)		—			947

Total other expenses, net		(8,144	)		(1,425	)		—			(9,569	)

Loss from continuing operations before income taxes and equity in loss of investee		(222,962	)		159,233			—			(63,729	)
Income tax benefit		(12,417	)		(45	)		—			(12,462	)

Loss from continuing operations before equity in loss of investee		(210,545	)		159,278			—			(51,267	)
Equity in loss of investee		473			—			—			473

Loss from continuing operations		(211,018	)		159,278			—			(51,740	)
Income from discontinued operations, net of tax		57,987			—			—			57,987

Net income (loss)		(153,031	)		159,278			—			6,247
Net (income) loss attributable to noncontrolling interests		38,422			—			(64,285	)		(25,863	)
Preferred stock dividends		(5,280	)		—			—			(5,280	)

Net loss attributable to Rentech common shareholders	$	(119,889	)	$	159,278		$	(64,285	)	$	(24,896	)

Net loss per common share allocated to Rentech common shareholders:
Basic and diluted:
Continuing operations	$	(6.50	)							$	(2.48	)
Net loss	$	(5.22	)							$	(1.08	)
Weighted-average shares used to compute loss per common share:
Basic and diluted		22,981									22,981

RENTECH, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2014

(Amounts in thousands, except per share data)


				Pro Forma Adjustments
	Company Historical			Pro Forma Adjustment to Eliminate Pasadena Holdings (1)			Adj. (2)			Pro Forma
Revenues
Product sales	$	196,802		$	(136,171	)	$	—		$	60,631
Service revenues		70,317			—			—			70,317
Other revenues		2,062			(2,062	)		—			—

Total revenues		269,181			(138,233	)		—			130,948

Cost of sales
Product		206,849			(152,541	)		—			54,308
Service		57,443			—			—			57,443

Total cost of sales		264,292			(152,541	)		—			111,751

Gross profit		4,889			14,308			—			19,197

Operating expenses
Selling, general and administrative expense		61,718			(5,078	)		—			56,640
Depreciation and amortization		4,202			(1,315	)		—			2,887
Pasadena goodwill impairment		27,202			(27,202	)		—			—
Other expense, net		(293	)		(5	)		—			(298	)

Total operating expenses		92,829			(33,600	)		—			59,229

Operating loss		(87,940	)		47,908			—			(40,032	)

Other income (expense), net
Interest expense		(3,277	)		—			—			(3,277	)
Loss on debt estinguishment		(850	)		—			—			(850	)
Gain on fair value adjustment to earn-out consideration		(1,033	)		—			—			(1,033	)
Other income, net		618			—			—			618

Total other expenses, net		(4,542	)		—			—			(4,542	)

Loss from continuing operations before income taxes and equity in loss of investee		(92,482	)		47,908			—			(44,574	)
Income tax benefit		(12,316	)		(18	)		—			(12,334	)

Loss from continuing operations before equity in loss of investee		(80,166	)		47,926			—			(32,240	)
Equity in loss of investee		393			—			—			393

Loss from continuing operations		(80,559	)		47,926			—			(32,633	)
Income from discontinued operations, net of tax		48,055			—			—			48,055

Net income (loss)		(32,504	)		47,926			—			15,422
Net income (loss) attributable to noncontrolling interests		494			—			(19,290	)		(18,796	)
Preferred stock dividends		(3,840	)		—			—			(3,840	)

Net loss attributable to Rentech common shareholders	$	(35,850	)	$	47,926		$	(19,290	)	$	(7,214	)

Net loss per common share allocated to Rentech common shareholders:
Basic and diluted:
Continuing operations	$	(2.71	)							$	(1.60	)
Net loss	$	(1.57	)							$	(0.32	)

Weighted-average shares used to compute loss per common share:
Basic and diluted		22,856									22,856

RENTECH, INC.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year ended December 31, 2013

(Amounts in thousands, except per share data)


				Pro Forma Adjustments
				Adjustment
				to Eliminate
	Company Historical			Pasadena Holdings (1)			Adj. (2)			Adj. (3)			Pro Forma
Revenues
Product sales	$	141,262		$	(131,170	)		—		$	—		$	10,092
Service revenues		48,192			—			—			—			48,192
Other revenues		2,505			(2,505	)		—			—			—

Total revenues		191,959			(133,675	)		—			—			58,284

Cost of sales
Product		152,864			(143,204	)		—			—			9,660
Service		36,592			—			—			—			36,592

Total cost of sales		189,456			(143,204	)		—			—			46,252

Gross profit		2,503			9,529			—			—			12,032

Operating expenses
Selling, general and administrative expense		46,529			(4,764	)		—			—			41,765
Depreciation and amortization		2,800			(3,886	)		—			—			(1,086	)
Goodwill impairment		30,029			(30,029	)		—			—			—
Loss on sale of Pasadena Holdings		—			—			—			148,157			148,157
Other (income) expense		71			—			—			—			71

Total operating expenses		79,429			(38,679	)		—			148,157			188,907

Operating loss		(76,926	)		48,208			—			(148,157	)		(176,875	)

Other income (expense), net
Interest expense		(2,295	)		—			—			—			(2,295	)
Loss on debt extinguishment		—			—			—			—			—
Gain on fair value adjustment to earn-out consideration		5,122			—			—			—			5,122
Other expense, net		(271	)		9			—			—			(262	)

Total other expenses, net		2,556			9			—			—			2,565

Loss from continuing operations before income taxes and equity in loss of investee		(74,370	)		48,217			—			(148,157	)		(174,310	)
Income tax benefit		(35,758	)		(141	)		—			—			(35,899	)

Loss from continuing operations before equity in loss of investee		(38,612	)		48,358			—			(148,157	)		(138,411	)
Equity in loss of investee		242			—			—			—			242

Loss from continuing operations		(38,854	)		48,358			—			(148,157	)		(138,653	)
Income from discontinued operations, net of tax		38,892			—			—			—			38,892

Net income (loss)		38			48,358			—			(148,157	)		(99,761	)
Net (income) loss attributable to noncontrolling interests		(1,570	)		—			(19,416	)		59,485			38,499
Preferred stock dividends		—			—			—			—			—

Net loss attributable to Rentech common shareholders	$	(1,532	)	$	48,358		$	(19,416	)	$	(88,672	)	$	(61,262	)

Net loss per common share allocated to Rentech common shareholders:
Basic and diluted:
Continuing operations	$	(0.72	)										$	(6.13	)
Net loss	$	(0.07	)										$	(2.71	)
Weighted-average shares used to compute loss per common share:
Basic and diluted		22,614												22,614

RENTECH, INC.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

The unaudited pro forma condensed consolidated financial statements give effect to the sale of Pasadena Holdings’ related assets and liabilities. The unaudited pro forma condensed consolidated statements of operations for the three years ended December 31, 2015 are presented as if the sale occurred on January 1, 2013. The unaudited pro forma condensed consolidated balance sheet as of December 31, 2015 is presented as if the sale occurred on that date.

Pro Forma Adjustments to the Unaudited Pro Forma Consolidated Balance Sheet

(1)	Reflects the deconsolidation of Pasadena Holdings’ assets and liabilities as if the disposition occurred on December 31, 2015. All amounts are derived from the Company’s historical consolidated financial statements.

(2)

Reflects the Company’s estimated 60% share of the distributions of net proceeds to the Partnership unitholders, which is comprised of an initial cash payment of $5.0 million, less transaction costs of $0.7 million, plus a working capital payment of $6.0 million. The working capital payment will be based off actual working capital as of March 14, 2016 pursuant to the Purchase Agreement, but for purposes of the pro forma balance sheet the adjustment has been applied to working capital as of December 31, 2015.

Pro Forma Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations

(1)	Reflects the deconsolidation of Pasadena Holdings’ results of operations as if the disposition occurred on January 1, 2013. All amounts are derived from the Company’s historical consolidated financial statements.

(2)	Reflects adjustment to net (income) loss attributable to noncontrolling interests for approximately 40% of earnings relating to Pasadena Holdings.

(3)	Reflects loss on sale of Pasadena Holdings, net of allocation of loss to noncontrolling interests, which is comprised of $11.0 million of gross proceeds, less $0.7 million of estimated transactions costs, compared to Pasadena Holdings’ net book value of $158.5 million as of January 1, 2013.

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RENTECH, INC.

Date: March 18, 2016

/s/ Colin Morris

Colin Morris

Senior Vice President and General Counsel