January 18, 2013
Exhibit 10.34
January 18, 2013
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 closing all bank accounts at Xxxxx 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 Xxxxx 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 Xxxxx 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/ Xxxxx Xxxxx Xxxxxxx | |
| Xxxxx Xxxxx Xxxxxxx | ||
| 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/ Xxx X. Xxxxx | |
| Xxx X. Xxxxx | ||
| Vice President and Treasurer of each of the Borrowers |
| “Partnership” |
| By: Rentech Nitrogen GP, LLC |
| Its: General Partner |
| By: | /s/ Xxx X. Xxxxx | |
| Xxx X. Xxxxx | ||
| Chief Financial Officer |
Amendment No. 3
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 February 15, 2013. |
