EX-10.32 2 d444039dex1032.htm EX-10.32 EX-10.32

Exhibit 10.32

EXECUTION VERSION

November 30, 2012

Rentech Nitrogen, LLC

10877 Wilshire Boulevard, Suite 600

Los Angeles, CA 90024-4364

Attention: Mr. Dan J. Cohrs

 

  Re: Rentech Nitrogen, LLC Second Amended and Restated Credit Agreement

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Credit Agreement dated as of October 31, 2012 (the “Credit Agreement”), by and among RENTECH NITROGEN, LLC, a Delaware limited liability company (“RNL” or “Borrower Representative”), any other Person that executes a Joinder Agreement to become a “Borrower” under the Credit Agreement (RNL and each such Person being sometimes referred to therein collectively, as “Borrowers” and each individually as a “Borrower”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (“Partnership”), the other Persons party thereto that are designated as a “Credit Party,” GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as agent (in such capacity, “Agent”) for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender (including as Swingline Lender) and such Lenders. Capitalized terms used in this letter and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

Borrower Representative has requested that Agent and Required Lenders extend the deadline for delivering the ALTA survey for RNL’s Owned Real Estate located at 16675 Highway 20 West, East Dubuque, IL 61025, and Agent and Required Lenders have agreed to such extension, subject to and in accordance with the terms and conditions hereof.

Pursuant to Section 4.15 and Schedule 4.15 of the Credit Agreement, Borrowers were required to deliver the ALTA survey for RNL’s Owned Real Estate located at 16675 Highway 20 West, East Dubuque, IL 61025 by no later than November 30, 2012. At the request of Borrower Representative, Agent and Required Lenders have agreed under this letter agreement, that effective as of the date hereof, (a) the date by which Borrower Representative shall deliver the ALTA survey has been extended to December 30, 2012 and (b) Schedule 4.15 to the Credit Agreement is hereby deleted in its entirety and replaced with the version of Schedule 4.15 attached hereto as Annex A.

The effectiveness of this letter agreement is subject to receipt by Agent of this letter agreement duly executed by each Borrower, Partnership, Agent and Required Lenders.


Please indicate your acknowledgment and agreement to all of the foregoing by executing a copy of this letter agreement where indicated below and returning it to the undersigned.

 

Agent” and “Lender
GENERAL ELECTRIC CAPITAL CORPORATION
By:   /s/ Scott James Lorimer
 

     Scott James Lorimer

     Duly Authorized Signatory

 

Letter Agreement


BMO HARRIS BANK, N.A.

By: /s/ Jennifer Wendrow

Name: Jennifer Wendrow

Title: Managing Director

 

Letter Agreement


CADENCE BANK, N.A.

By: /s/ Bill Bobbora

Name: Bill Bobbora

Title: Senior Vice President

 

Letter Agreement


CITIZENS BANK

By: /s/ Todd A. Seehase

Name: Todd A. Seehase

Title: First Vice President

 

Letter Agreement


COBANK, ACB

By: /s/ James M. Flahenty

Name: James M. Flahenty

Title: Vice President

 

Letter Agreement


COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH

By: /s/ Timothy J. Devane

Name: Timothy J. Devane

Title: Executive Director

By: /s/ Jeff Bliss

Name: Jeff Bliss

Title: Executive Director

 

Letter Agreement


CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH

By: /s/ Mikhail Faybusovich

Name: Mikhail Faybusevich

Title: Director

By: /s/ Wei-Jen Yuan

Name: Wei-Jen Yuan

Title: Associate

 

Letter Agreement


MORGAN STANLEY BANK, N.A.

By: /s/ Dmiteiy Barskiy

Name: Dmiteiy Barskiy

Title: Authorized Signatory

 

Letter Agreement


MORGAN STANLEY SENIOR FUNDING, INC.

By: /s/ Dmiteiy Barskiy

Name: Dmiteiy Barskiy

Title: Vice President

 

Letter Agreement


ACKNOWLEDGED AND AGREED TO BY:
“Borrowers”
RENTECH NITROGEN, LLC

RENTECH NITROGEN PASADENA HOLDINGS, LLC, formerly known as Agrifos LLC

RENTECH NITROGEN PASADENA, LLC, formerly known as Agrifos Fertilizer L.L.C.

RENTECH NITROGEN PASADENA SPA, LLC, formerly known as Agrifos SPA LLC

By:   /s/ Dan Cohrs
  Dan J. Cohrs
  Vice President and Treasurer of each of the Borrowers
“Partnership”
RENTECH NITROGEN PARTNERS, L.P.
By:   Rentech Nitrogen GP, LLC
Its:   General Partner
By:   /s/ Dan Cohrs
  Dan J. Cohrs
  Chief Financial Officer

 

Letter Agreement


ANNEX A

Schedule 4.15

POST-CLOSING OBLIGATIONS

 

OBLIGATION / DELIVERABLE   DUE DATE
ALTA Survey for RNL’s Owned Real Estate located at 16675 Highway 20 West, East Dubuque, IL 61025, in form and substance acceptable to Agent.   December 30, 2012 (with extensions approved by Agent in its sole discretion)