Rentech Nitrogen Partners, L.P. Sample Contracts

50,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of July 22, 2014 by and among RENTECH NITROGEN PARTNERS, L.P., and RENTECH NITROGEN FINANCE CORPORATION, as Borrowers, RENTECH NITROGEN, LLC, RENTECH NITROGEN PASADENA, LLC, and RENTECH NITROGEN...
Credit Agreement • July 25th, 2014 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, supplemented or otherwise modified or restated from time to time, this “Agreement”) is entered into as of July 22, 2014, by and among Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Partnership”), Rentech Nitrogen Finance Corporation, a Delaware corporation (“RNFC”; and together with Partnership, the “Borrowers” and each individually as a “Borrower”), Rentech Nitrogen, LLC, a Delaware limited liability company (“RNLLC”), Rentech Nitrogen Pasadena, LLC, a Delaware limited liability company (“RNPLLC”), and Rentech Nitrogen Pasadena Holdings, LLC, a Delaware limited liability company (“RNPH” and, collectively together with RNLLC and RNPLLC, the “Subsidiary Guarantors” and each individually as a “Subsidiary Guarantor”), and each other Person party hereto from time to time that is designated as a “Credit Party”, General Electric Capital Corporation (in its individual c

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THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P.
Rentech Nitrogen Partners, L.P. • November 5th, 2012 • Agricultural chemicals • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P., dated as of November 1, 2012, is entered into by RENTECH NITROGEN GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who are Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

300,000,000 CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 31, 2012 by and among RENTECH NITROGEN, LLC, as a Borrower, AGRIFOS LLC, as a Borrower immediately following the AL Acquisition, AGRIFOS FERTILIZER L.L.C., as...
Credit Agreement • November 5th, 2012 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, supplemented or otherwise modified or restated from time to time, this “Agreement”) is entered into as of October 31, 2012, by and among Rentech Nitrogen, LLC, a Delaware limited liability company (“RNL”), any other Person that executes a Joinder Agreement to become a “Borrower” under this 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 hereto 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 “Lende

EXECUTION COPY CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT
Change in Control Severance Benefits Agreement • August 5th, 2011 • Rentech Nitrogen Partners, L.P. • Illinois

This CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into effective as of August 1, 2010 (the “Commencement Date”), between Rentech Energy Midwest Corporation, a Delaware corporation (the “Company”), and John Ambrose (“Executive”).

EMPLOYMENT AGREEMENT Between Rentech, Inc. and Keith B. Forman
Employment Agreement • January 6th, 2015 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • California

THIS AGREEMENT (the “Agreement”) is entered into as of December 30, 2014, but shall be effective as of December 9, 2014 (the “Effective Date”), between Rentech, Inc. (the “Company”) and Keith B. Forman (“Executive”).

RENTECH NITROGEN PARTNERS, L.P. RENTECH NITROGEN FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 6.500% SECOND LIEN SENIOR SECURED NOTES DUE 2021 INDENTURE Dated as of April 12, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee...
Indenture • April 16th, 2013 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

INDENTURE dated as of April 12, 2013 among RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), RENTECH NITROGEN FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the Guarantors (as defined), Wells Fargo Bank, National Association, as trustee, and Wilmington Trust, National Association, as Collateral Trustee.

GUARANTY AND SECURITY AGREEMENT Dated as of November 10, 2011 by RENTECH NITROGEN, LLC, RENTECH NITROGEN PARTNERS, L.P. AND THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
Guaranty and Security Agreement • November 15th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

GUARANTY AND SECURITY AGREEMENT, dated as of November 10, 2011, by RENTECH NITROGEN, LLC (“Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with Borrower, each a “Grantor” and collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GE Capital”), as agent (in such capacity, together with its successors and permitted assigns, “Agent”) for the Lenders, the L/C Issuers and each other Secured Party (each as defined in the Credit Agreement referred to below).

SERVICES AGREEMENT among RENTECH NITROGEN PARTNERS, L.P., RENTECH NITROGEN GP, LLC and RENTECH, INC.
Services Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This SERVICES AGREEMENT (this “Agreement”), dated as of November 9, 2011, is entered into by and among RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (“MLP”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (“GP”), and RENTECH, INC., a Colorado corporation (“Rentech”, and collectively with MLP and GP, the “Parties” and each, a “Party”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 20th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Missouri

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2011, is entered into by and among Rentech Nitrogen GP, LLC, a Delaware limited liability company (the “Company”), and Marc E. Wallis (“Executive”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN, LLC
Limited Liability Company Agreement • February 10th, 2012 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN, LLC, dated as of February 9, 2012, is entered into by Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“RNP”), as Sole Member of the Company as of the date hereof.

OMNIBUS AGREEMENT among RENTECH, INC., RENTECH NITROGEN GP, LLC and RENTECH NITROGEN PARTNERS, L.P.
Omnibus Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

THIS OMNIBUS AGREEMENT, dated as of November 9, 2011 (the “Closing Date”), is entered into by and among RENTECH, INC., a Colorado corporation (“Rentech”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (the “General Partner”), and RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership” and, collectively with Rentech and the General Partner, the “Parties”, and each, a “Party”).

INDEMNIFICATION AGREEMENT Rentech Nitrogen Partners, L.P.
Indemnification Agreement • December 14th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware

This indemnification agreement (this “Agreement”) is made and entered into effective as of November 9, 2011 between Rentech Nitrogen Partners, L.P, a Delaware limited partnership (the “Partnership”), and D. Hunt Ramsbottom, Jr. (“Indemnitee”).

INTERCREDITOR AGREEMENT dated as of April 12, 2013 among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Priority Lien Agent, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Collateral Trustee, RENTECH NITROGEN PARTNERS, L.P., and RENTECH NITROGEN...
Intercreditor Agreement • April 16th, 2013 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE DATED AS OF APRIL 12, 2013, AMONG RENTECH NITROGEN PARTNERS, L.P., RENTECH NITROGEN FINANCE CORPORATION, AND CERTAIN OF THEIR SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE, (B) THE CREDIT AGREEMENT DATED AS OF APRIL 12, 2013, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG RENTECH NITROGEN PARTNERS, L.P., RENTECH NITROGEN FINANCE CORPORATION AND THE OTHER PARTIES THERETO THAT ARE DESIGNATED AS CREDIT PARTIES FROM TIME TO TIME, THE LENDERS PARTY THERETO FROM TIME TO TIME AND CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, AS AGENT, (C) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT AND (D) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE.

FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC
Limited Liability Company Agreement • September 8th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware

THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC, dated as of [ ], 2011 is entered into by Rentech Development Corporation, a Colorado corporation (“RDC”), as Sole Member of the Company as of the date hereof.

RENTECH, INC. INDUCEMENT TOTAL SHAREHOLDER RETURN PERFORMANCE SHARE AWARD
Rentech Nitrogen Partners, L.P. • January 6th, 2015 • Agricultural chemicals • California

Pursuant to this Inducement Total Shareholder Return Performance Share Award, effective as of December 30, 2014 (including Appendix A hereto, the “Agreement”), Rentech, Inc., a Colorado corporation (the “Company”) hereby grants to Keith B. Forman (the “Participant”) the following award of TSR Performance Share Units (“PSUs”). The PSUs granted pursuant to this Agreement shall be eligible to be earned and vest based upon the Participant’s continued Service through the applicable Measurement Dates on which sufficient TSR Value is attained (each such term as defined below), as described herein. Each PSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in Section 5 below. The PSUs granted hereby are being granted as an inducement material (within the meaning of NASDAQ Listing Rule 5635(c)(4)) to the Participant’s entering into employment with the Company pursuant to that certain Employment Agreement, dated as of December 30, 2014, by and between the

FORM OF CONTRIBUTION, CONVEYANCE AND ASSIGNMENT AGREEMENT among RENTECH, INC., RENTECH DEVELOPMENT CORPORATION, RENTECH NITROGEN HOLDINGS, INC., RENTECH NITROGEN GP, LLC, RENTECH NITROGEN PARTNERS, L.P. and RENTECH ENERGY MIDWEST CORPORATION
Conveyance and Assignment Agreement • October 20th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This Contribution, Conveyance and Assignment Agreement, dated as of ____________, 2011, is entered into by and among RENTECH, INC., a Colorado Corporation (“Rentech”), RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“RDC”), RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation (“RNHI”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (the “General Partner”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and RENTECH ENERGY MIDWEST CORPORATION, a Delaware corporation (the “Operating Company” and, collectively with Rentech, RDC, RNHI, the General Partner and the Partnership, the “Parties”, and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Section 1.1.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC
Limited Liability Company Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RENTECH NITROGEN GP, LLC, dated as of November 9, 2011, is entered into by Rentech Nitrogen Holdings, Inc., a Delaware corporation (“RNHI”), as Sole Member of the Company as of the date hereof.

35,000,000 CREDIT FACILITY CREDIT AGREEMENT Dated as of April 12, 2013 by and among RENTECH NITROGEN PARTNERS, L.P., as a Borrower, RENTECH NITROGEN FINANCE CORPORATION, as a Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT...
Credit Agreement • May 9th, 2013 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, supplemented or otherwise modified or restated from time to time, this “Agreement”) is entered into as of April 12, 2013, by and among Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Partnership”), Rentech Nitrogen Finance Corporation, a Delaware corporation (“RNFC” and, collectively together with Partnership, the “Borrowers” and each individually as a “Borrower”), the Credit Parties listed on the signature pages hereto and each other Person party hereto from time to time that is designated as a “Credit Party”, Credit Suisse AG, Cayman Islands Branch (in its individual capacity, “Credit Suisse”), as L/C Issuer and 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 and such Lenders.

15,000,000 Common Units Representing Limited Partner Interests RENTECH NITROGEN PARTNERS, L.P. UNDERWRITING AGREEMENT
Rentech Nitrogen Partners, L.P. • November 9th, 2011 • Agricultural chemicals • New York
CREDIT AGREEMENT
Credit Agreement • January 4th, 2012 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

THIS CREDIT AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of the 28th day of December, 2011, by and between Rentech Nitrogen, LLC, a Delaware limited liability company (“Borrower”), Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Guarantor”, and, together with Borrower, the “Loan Parties”, and each, a “Loan Party”), and Rentech, Inc., a Colorado corporation (“Lender”).

December 30, 2012
Rentech Nitrogen Partners, L.P. • March 18th, 2013 • Agricultural chemicals

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

AGREEMENT
Confidential Agreement • August 5th, 2011 • Rentech Nitrogen Partners, L.P. • Illinois

This Agreement dated November 1, 2010, between Northern Illinois Gas Company, d/b/a Nicor Gas Company (“Nicor Gas” or “Company”) and Rentech Energy Midwest (“Rentech” or “Customer”) witnesseth that, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

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November 30, 2012
Credit Agreement • March 18th, 2013 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals

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 ter

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P.
Rentech Nitrogen Partners, L.P. • March 15th, 2012 • Agricultural chemicals • Delaware

THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RENTECH NITROGEN PARTNERS, L.P., dated as of February 1, 2012 (this “Amendment”), is entered into by RENTECH NITROGEN GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”). Capitalized terms used herein and not otherwise defined are used as defined in the Second Amended and Restated Agreement of Limited Partnership of Rentech Nitrogen Partners, L.P., a Delaware limited partnership (the “Partnership”), dated as of November 9, 2011 (the “Partnership Agreement”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 4th, 2012 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 28, 2011, by and among RENTECH NITROGEN, LLC, a Delaware limited liability company (“Borrower”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (“Guarantor”), the lenders signatory hereto (each individually a “Lender” and collectively the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as agent (in such capacity, “Agent”) for the Lenders.

AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • August 5th, 2011 • Rentech Nitrogen Partners, L.P. • New York

This Amendment (this “Amendment”) is made and entered into as of October 13, 2009, by and among Agrium U.S., a Colorado corporation (“Agrium U.S.”) and a wholly-owned subsidiary of Agrium Inc., a corporation governed by the Canada Business Corporation Act (“Agrium Inc.”), Rentech Development Corporation, a Colorado corporation (“Rentech”) and Rentech Energy Midwest Corporation, a Delaware corporation (“REMC”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Distribution Agreement (as defined below).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 17th, 2014 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 7, 2014 (this “Amendment Agreement”), by and among Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Partnership”), Rentech Nitrogen Finance Corporation, a Delaware corporation (“RNFC” and, collectively together with Partnership, the “Borrowers”), the Subsidiary Guarantors (capitalized terms used but not defined herein have the meanings assigned thereto in the Existing Credit Agreement (as defined below)) party hereto, the Lenders party hereto and Credit Suisse AG, Cayman Islands Branch, as Agent for the Lenders.

CONTRIBUTION, CONVEYANCE AND ASSIGNMENT AGREEMENT among RENTECH, INC., RENTECH DEVELOPMENT CORPORATION, RENTECH NITROGEN HOLDINGS, INC., RENTECH NITROGEN GP, LLC, RENTECH NITROGEN PARTNERS, L.P. and RENTECH ENERGY MIDWEST CORPORATION
Contribution, Conveyance and Assignment Agreement • November 9th, 2011 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This Contribution, Conveyance and Assignment Agreement, dated as of November 9, 2011, is entered into by and among RENTECH, INC., a Colorado Corporation (“Rentech”), RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“RDC”), RENTECH NITROGEN HOLDINGS, INC., a Delaware corporation (“RNHI”), RENTECH NITROGEN GP, LLC, a Delaware limited liability company (the “General Partner”), RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), and RENTECH ENERGY MIDWEST CORPORATION, a Delaware corporation (the “Operating Company” and, collectively with Rentech, RDC, RNHI, the General Partner and the Partnership, the “Parties”, and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Section 1.1.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 18th, 2014 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 13, 2014, by and among RENTECH NITROGEN PARTNERS, L.P., a Delaware limited partnership (“Partnership”), RENTECH NITROGEN FINANCE CORPORATION, a Delaware corporation (“RNFC”; and together with Partnership, the “Borrowers” and each individually as a “Borrower”), RENTECH NITROGEN, LLC, a Delaware limited liability company (“RNLLC”), RENTECH NITROGEN PASADENA, LLC, a Delaware limited liability company (“RNPLLC”), and RENTECH NITROGEN PASADENA HOLDINGS, LLC, a Delaware limited liability company (“RNPH” and, collectively together with RNLLC and RNPLLC, the “Subsidiary Guarantors” and each individually as a “Subsidiary Guarantor”), the lenders signatory hereto (each individually a “Lender” and collectively the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), as agent (in such capacity, “Agent”) for the Lenders.

separately filed with the Securities and Exchange Commission pursuant to an application for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. AMENDED AND RESTATED MARKETING AGREEMENT
Marketing Agreement • March 17th, 2014 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

THIS AMENDED AND RESTATED MARKETING AGREEMENT (this “Agreement”) effective as of January 1, 2014, (the “Effective Date”) by and between INTEROCEANIC CORPORATION, a New York corporation (“IOC”), and RENTECH NITROGEN PASADENA, LLC, a Delaware limited liability company (“RNP”).

MEMBERSHIP INTEREST PURCHASE AGREEMENT between RENTECH NITROGEN PARTNERS, L.P., as Buyer, and AGRIFOS HOLDINGS INC., as Seller, Dated as of October 31, 2012
Membership Interest Purchase Agreement • November 5th, 2012 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2012, between Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Buyer”), and Agrifos Holdings Inc., a Delaware corporation (“Seller”).

December 15, 2015
Rentech Nitrogen Partners, L.P. • December 17th, 2015 • Agricultural chemicals

We refer to the Distribution Agreement between Agrium U.S. Inc. (“Agrium”), a Delaware corporation, as successor to Royster Clark Resources, LLC and wholly-owned subsidiary of Agrium, Inc. and Rentech Nitrogen, LLC, a Delaware limited liability company, as successor in interest to Rentech Energy Midwest Corporation (“Nitrogen”), dated as of April 26, 2006, as amended, modified or supplemented (the “Distribution Agreement”). Capitalized terms used herein, but not otherwise defined herein shall have the meanings defined in the Distribution Agreement.

January 18, 2013
Rentech Nitrogen Partners, L.P. • March 18th, 2013 • Agricultural chemicals

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

135,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 28, 2012 by and among RENTECH NITROGEN, LLC, as Borrower, RENTECH NITROGEN PARTNERS, L.P. as Guarantor, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT...
Credit Agreement • March 2nd, 2012 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, supplemented or otherwise modified and/or restated from time to time, this “Agreement”) is entered into as of February 28, 2012, by and among Rentech Nitrogen, LLC, a Delaware limited liability company (“Borrower”), Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Partnership”), the other Persons party hereto 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.

ASSET PURCHASE AGREEMENT Between MOBIL OIL CORPORATION and AGRIFOS FERTILIZER L.P. Dated as of September 10, 1998
Asset Purchase Agreement • March 18th, 2013 • Rentech Nitrogen Partners, L.P. • Agricultural chemicals • New York

This Asset Purchase Agreement (“Agreement”), dated as of the 10th day of September, 1998, by and between MOBIL OIL CORPORATION, a New York corporation with offices and principal place of business at 3225 Gallows Road, Fairfax, Virginia 22037 (“Mobil”), and AGRIFOS FERTILIZER L.P., a limited partnership organized under the laws of the State of Texas with offices and principal place of business at 667 Madison Avenue, New York, New York 10021 (“Buyer”). Mobil and Buyer may be referred to individually as “Party” and collectively as “Parties”.

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