EX-10.33



 Exhibit 10.33 
 December 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 (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 Wells Fargo and
(b) delivering the 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, 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 Wells 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 16675 Highway 20 West, East Dubuque, IL 61025 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 Wells 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/ Ankur Gupta
 Ankur
Gupta
 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/ 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. 2









 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 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 16675 Highway 20 West, East Dubuque, IL 61025, in form and substance acceptable to Agent.	 	January 18, 2013 (with extensions approved by Agent in its sole discretion)