Amendment No. 3 to Second Amended and Restated Credit Agreement among Rentech Nitrogen, LLC, Rentech Nitrogen Partners, L.P., and General Electric Capital Corporation

Summary

This amendment to the credit agreement between Rentech Nitrogen, LLC and its affiliates, Rentech Nitrogen Partners, L.P., and General Electric Capital Corporation extends the deadline for closing certain Wells Fargo bank accounts to February 15, 2013. The agreement also updates the schedule of deposit accounts and requires that no balances be maintained in the specified Wells Fargo accounts until they are closed. The amendment is effective upon execution by all parties.

EX-10.34 4 d444039dex1034.htm EX-10.34 EX-10.34

Exhibit 10.34

January 18, 2013

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 (as amended, restated, supplemented or otherwise modified from time to time, 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 herein 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 extend the deadline for closing all bank accounts at Wells Fargo, and Agent has agreed to such extension, subject to and in accordance with the terms and conditions hereof.

Pursuant to Section 4.11 of the Credit Agreement, Borrowers were required to enter into Control Agreements for all bank accounts open as of January 18, 2013 (including those accounts at Wells Fargo), except those set forth on Part I of Schedule 4.11, by such date. At the request of Borrower Representative, Agent has agreed under this letter agreement, that effective as of the date hereof, (i) the date by which Borrower Representative shall close all of the bank accounts maintained at Wells Fargo Bank, N.A., including account numbers 200031407751 and 200031407764 (each of which is not subject to a Control Agreement; the “Accounts”), has been extended to February 15, 2013, and (ii) Schedule 3.21 to the Credit Agreement is hereby deleted in its entirety and replaced with the version of Schedule 3.21 attached hereto as Annex A. From the date hereof until the closing of the Accounts, Borrower Representative hereby agrees that there shall be no balances maintained in any of the Accounts.

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


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”
GENERAL ELECTRIC CAPITAL CORPORATION
By:   /s/ Scott James Lorimer
  Scott James Lorimer
  Duly Authorized Signatory

 

Amendment No. 3


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 J. 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 J. Cohrs
    Dan J. Cohrs
    Chief Financial Officer

 

Amendment No. 3


ANNEX A

Schedule 3.21

DEPOSIT ACCOUNTS AND OTHER ACCOUNTS

 

Bank Accounts held at US Bank*          
US Bank          
One California Street, Suite 2100          

San Francisco, CA 94111

 

         
Account Name   

Account

Type

  

Account

Number

RENTECH NITROGEN PARTNERS L.P.*

   Checking account    1-036-9029-5664

*  Subject to maximum balance limits in Section 4.11 of the Credit Agreement

  
Bank Accounts held at BMO Harris Bank     
BMO Harris Bank          
111 West Monroe Street, 9th floor          

Chicago, IL 60603

 

         
Account Name   

Account

Type

  

Account

Number

Rentech Nitrogen Partners LP

   Concentration Account    386-163-0

Rentech Nitrogen LLC

   Checking    386-166-3

Rentech Nitrogen Pasadena, LLC

   Concentration Account    386-242-2

Rentech Nitrogen Pasadena, LLC

   Checking    386-243-0


Bank Accounts held at Wells Fargo1

 

       
Credit Party  

Account

Type

 

Account

Number

Agrifos Fertilizer L.L.C.

  Lockbox   200031407751

Agrifos Fertilizer L.L.C.

  Operating Account   200031407764

 

Bank Accounts held at Chase Bank

 

       
Credit Party  

Account

Type

 

Account

Number

Rentech Nitrogen Pasadena, LLC

  Lockbox   113334073

Rentech Nitrogen Pasadena, LLC

  Operating Account   113334081

Rentech Nitrogen Pasadena, LLC

  Payables Checking Account   6300065375

Rentech Nitrogen Pasadena, LLC

  Payroll Checking Account   113334065

 

1  All accounts at Wells Fargo shall be closed on or before February 15, 2013.