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 asAnnex 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) | |
