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Stock Purchase Warrant Issued To Portland Fixture Limited Partnership

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Exhibit 10.12


THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SECURITIES ISSUED UPON EXERCISE HEREOF, MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933 (THE " ACT" ), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHICH SHALL BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


Void after 3:30 P.M., Denver Time, on April 7, 2008

Warrant to Purchase 65,853 Shares of Common Stock


WARRANT TO PURCHASE SHARES OF COMMON STOCK


OF

RENTECH, INC.


This Warrant is issued on May 16, 2005, to confirm the grant of a warrant made on April 8, 2005, FOR VALUE RECEIVED, Portland Fixture Limited Partnership, or permitted assigns (" Holder" ), is entitled to purchase, subject to the provisions of this Warrant, from RENTECH, INC., a Colorado corporation (" Company" ), at any time not later than 3:30 P.M., Denver time, on April 7, 2008 (the " Expiration Date" ) sixty five thousand eight hundred fifty three (65,853) shares of common stock, having $0.01 par value per share, of the Company (" Common Stock" ) at an exercise price, subject to adjustment as set forth below, of $1.61 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of Common Stock are subject to adjustment from time to time as hereinafter set forth. The shares of the Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as " Warrant Stock" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the " Exercise Price."

1. Exercise of Warrant . Subject to the provisions of Section 4 hereof, this Warrant may be exercised in whole or in part at any time or from time to time not later than 3:30 P.M., Denver Time, on April 7, 2008 or if that date falls on a day on which banking institutions are authorized by law to close, then on the next succeeding day which shall not be such a day, by presentation and surrender of this Warrant to the Company with the Purchase Form annexed hereto duly executed and accompanied by payment of the Exercise Price for the number of shares specified in such form, together with all federal and state taxes applicable upon such exercise. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the right of the Holder to purchase the balance of the shares. Upon receipt by the Company of this Warrant at the office or agency of the Company, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such securities shall not then be actually delivered to the Holder. The Exercise Price shall be paid in immediately available funds by wire transfer to a bank account designated by the Company.

2. Reservation of Shares . The Company hereby agrees that at all times there shall be reserved for issuance and delivery, upon exercise of this Warrant, such number of shares of its Common Stock as shall be required for issuance or delivery upon exercise of this Warrant.


3. Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon any exercise of this Warrant. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows:


(a) The current value shall be the last reported sale price of the Common Stock on The American Stock Exchange on the last trading day prior to the date of exercise of this Warrant, or if no such sale is made on such day, the average closing bid and asked prices for such day on the composite tape of the exchange for all exchanges on which sales were made that day; or

(b) If the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the last reported bid and asked prices reported by the National Association of Securities Dealers Quotation System (or, if not so quoted on The American Stock Exchange, by the National Quotation Bureau, Inc.) on the last trading day prior to the date of the exercise of this Warrant; or


(c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current value shall be an amount, not less than book value, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company, such determination to be final and binding on the Holder.


4. Exchange, Assignment or Loss of Warrant . This Warrant is assignable to permitted assignees and exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other Warrants of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Any such assignment shall be made by surrender of this Warrant to the Company, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax; whereupon the Company shall, without charge, execute and deliver a new Warrant in the name of the permitted assignee named in such instrument of assignment. Upon any permitted assignment or exchange, this Warrant promptly shall be canceled. This Warrant may be divided or combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company, together with a written notice specifying the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term " Warrant" as used herein includes any Warrants issued in substitution for or replacement of this Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification including a surety bond, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant is lost, stolen, destroyed, or mutilated, and shall be at any time enforceable by a Holder.

5. Rights of the Holder . The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

6. Anti-Dilution Provisions .


(a) Stock Splits and Stock Dividends . Anything in this Section 6 to the contrary notwithstanding, in case the Company shall at any time issue Common Stock or securities convertible into or exercisable or exchangeable for Common Stock by way of dividend or other distribution on any stock of the Company or subdivide or combine the outstanding shares of Common Stock, the Exercise Price shall be proportionately decreased in the case of such issuance (on the day following the date fixed for determining shareholders entitled to receive such dividend or other distribution) or decreased in the case of such subdivision or increased in the case of such combination (on the date that such subdivision or combination shall become effective); provided, however, that the Exercise Price shall never be less than the par value per share of Common Stock.


(b) Number of Shares Adjusted . Upon any adjustment of the Exercise Price, the holder of this Warrant shall thereafter (until another such adjustment) be entitled to purchase, at the new Exercise Price, the number of Shares, calculated to the nearest full share, obtained by multiplying the number of shares of Common Stock initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the new Exercise Price.

(c) Common Stock Defined . Whenever reference is made in this Section 6 to the issue or sale of shares of Common Stock, the term " Common Stock" shall mean the Common Stock of the Company of the class authorized as of the date hereof and any other class of stock ranking on a parity with such Common Stock. However, subject to the provisions of Section 9 hereof, shares issuable upon exercise hereof shall include only shares of the class designated as Common Stock of the Company as of the date hereof.

7. Officer' s Certificate . Upon request by the Holder, and if the Exercise Price is adjusted as required by the provisions of Section 6 hereof, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office, and with its stock transfer agent, if any, an officer' s certificate showing the adjusted Exercise Price determined as herein provided and setting forth in reasonable detail the facts requiring such adjustment and the calculation thereof. Each such officer' s certificate shall be made available at all reasonable times for inspection by the Holder and the Company shall, upon request after each such adjustment, mail a copy of such certificate to the Holder.


8. Notice to Holders . If, prior to the expiration of this Warrant either by its terms or by its exercise in full, any of the following shall occur:


(a) the Company shall declare a dividend or authorize any other distribution on its Common Stock; or

(b) the Company shall authorize the granting to the shareholders of its Common Stock of rights to subscribe for or purchase any securities or any other similar rights; or


(c) any reclassification, reorganization or similar change of the Common Stock, or any consolidation or merger to which the Company is a party, or the sale, lease, or exchange of any signification portion of the assets of the Company; or

(d) the voluntary or involuntary dissolution, liquidation or winding up of the Company; or


(e) any purchase, retirement or redemption by the Company of its Common Stock;


then, and in any such case, the Company shall deliver to the Holder or Holders written notice thereof at least 30 days prior to the earliest applicable date specified below with respect to which notic
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