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.