1

On July 21, 2010 Rentech, Inc. (the “Company”) and its subsidiary Rentech Energy Midwest Corporation (“REMC”) entered into an Amendment to Credit Agreement, Waiver and Collateral Agent Consent (the “Amendment and Waiver”), among REMC, the Company, certain subsidiaries of the Company, certain lenders party thereto and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent and collateral agent, which amends and waives certain provisions of the Credit Agreement, dated as of January 29, 2010, among REMC, as the borrower, the Company, the lenders thereto and Credit Suisse (the “Credit Agreement”), pursuant to which Credit Agreement, REMC initially borrowed a term loan in the principal amount of $62.5 million (the “Term Loan”).

The Amendment and Waiver, among other things, modified the excess cash flow calculation, the prepayment premium schedule, the interest coverage financial covenant and the maximum leverage financial covenant; waived the EBITDA and maximum principal requirements in connection with the First Incremental Loan (as described below); and increased the maximum aggregate incremental term loan amount to $35 million. The Amendment and Waiver also included an early prepayment of $15 million of principal of the Term Loan outstanding under the Credit Agreement made from cash at REMC that had been held for such purpose. The $15 million prepayment will be deducted from the mandatory excess cash flow prepayment for fiscal year 2010, if any, pursuant to the terms of the Credit Agreement.

Simultaneously upon entering into the Amendment and Waiver, REMC and Rentech entered into an incremental loan assumption agreement (the “Incremental Loan Agreement”) to borrow an additional $20 million (the “First Incremental Loan”), with proceeds of approximately $18.5 million transferred to Rentech in the form of an intercompany loan. The First Incremental Loan was issued with original issue discount of 6%, and is subject to annual amortization, payable quarterly, of 3.75% of the original principal amount for the remainder of calendar year 2010, 7.5% of the original principal amount for calendar year 2011, 15.0% of the original principal amount for calendar years 2012 and 2013, and the remainder payable in the last six months prior to maturity. The other terms of the First Incremental Loan, including without limitation, the maturity date, interest rate and collateral security, are the same as the Term Loan.

The descriptions of the Amendment and Waiver and Incremental Loan Agreement are qualified in their entirety by reference to the full text of such agreements which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

See Exhibit Index attached hereto.

2

2

SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

3

3

EXHIBIT INDEX

4

4