December 30, 2012

Exhibit 10.33

December 30, 2012

Rentech Nitrogen, LLC

00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000

Xxx Xxxxxxx, XX 00000-0000

Attention: Xx. Xxx X. Xxxxx

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 (a) closing all bank accounts at Xxxxx Fargo and (b) delivering the ALTA survey for RNL’s Owned Real Estate located at 00000 Xxxxxxx 00 Xxxx, Xxxx Xxxxxxx, XX 00000 in form and substance acceptable to Agent, and, in each case, Agent has agreed to such extension, subject to and in accordance with the terms and conditions hereof.

Pursuant to (a) Section 4.11 of the Credit Agreement, Borrowers were required to enter into Control Agreements for all bank accounts open as of December 30, 2012 (including those accounts at Xxxxx Fargo), except those set forth on Part I of Schedule 4.11, by such date, and (b) 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 00000 Xxxxxxx 00 Xxxx, Xxxx Xxxxxxx, XX 00000 in form and substance acceptable to Agent by no later than December 30, 2012. 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 Xxxxx Fargo Bank, N.A. including account numbers 200031407751 and 200031407764 (each of which is not subject to a Control Agreement) has been extended to January 18, 2013, (ii) the date by which Borrower Representative shall deliver the ALTA survey has been extended to January 18, 2013, (iii) 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 and (iv) 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 B.

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/ Xxxxx Xxxxx Xxxxx Xxxxx Duly Authorized Signatory

Amendment No. 2

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/ Xxx X. Xxxxx Xxx X. Xxxxx 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/ Xxx X. Xxxxx Xxx X. Xxxxx Chief Financial Officer

Amendment No. 2

ANNEX A

Schedule 3.21

DEPOSIT ACCOUNTS AND OTHER ACCOUNTS

Bank Accounts held at US Bank*
US Bank
Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
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 Xxxxxx Bank
BMO Xxxxxx Bank
000 Xxxx Xxxxxx Xxxxxx, 0xx xxxxx
Xxxxxxx, XX 00000
Account Name		Account Type		Account Number
Rentech Nitrogen Partners LP		Concentration Account		000-000-0
Rentech Nitrogen LLC		Checking		000-000-0
Rentech Nitrogen Pasadena, LLC		Concentration Account		000-000-0
Rentech Nitrogen Pasadena, LLC		Checking		000-000-0

Bank Accounts held at Xxxxx 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		0000000000
Rentech Nitrogen Pasadena, LLC		Payroll Checking Account		113334065

¹  All accounts at Xxxxx Fargo shall be closed on or before January 18, 2013.

ANNEX B

Schedule 4.15

POST-CLOSING OBLIGATIONS

OBLIGATION / DELIVERABLE		DUE DATE
ALTA Survey for RNL’s Owned Real Estate located at 00000 Xxxxxxx 00 Xxxx, Xxxx Xxxxxxx, XX 00000, in form and substance acceptable to Agent.		January 18, 2013 (with extensions approved by Agent in its sole discretion)