EX-10.32



 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 as Annex 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)