##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For
the Fiscal Year Ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period fromto
 Commission File No. 0-19260
 
 RENTECH, INC.
  
 Colorado
    
    84-0957421(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 10877 Wilshire Boulevard, Suite 710
Los Angeles, California 90024
 (310) 571-9800
 
  Name of Each Exchange on Which Registered: The American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
 
 o þ
 o þ
 þ o
 þ
  o þ o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PagePART IIIITEM 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    1ITEM 11.
    
    Executive Compensation
    
    
    5ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    17ITEM 13.
    
    Certain Relationships and Related Party Transactions, and Director Independence
    
    
    19ITEM 14.
    
    Principal Accountant Fees and Services
    
    
    20PART IVITEM 15.
    
    Exhibits and Financial Statement Schedules
    
    
    21EXHIBIT 31.1EXHIBIT 31.2
  i




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EXPLANATORY NOTE
 10-K).
  ii




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PART III
 
 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Name
    
    Age
    
    Position(s)D. Hunt Ramsbottom
    
    
    50
    
    
    Chief Executive Officer, President and DirectorDouglas M. Miller
    
    
    47
    
    
    Chief Operating Officer and Executive Vice PresidentI. Merrick Kerr
    
    
    40
    
    
    Chief Financial Officer and Executive Vice PresidentRichard T. Penning
    
    
    52
    
    
    Executive Vice President, Commercial AffairsColin M. Morris
    
    
    35
    
    
    Vice President, General Counsel and SecretaryMichael S. Burke*
    
    
    44
    
    
    DirectorMichael F. Ray*
    
    
    54
    
    
    DirectorRonald M. Sega*
    
    
    55
    
    
    DirectorEdward M. Stern*
    
    
    49
    
    
    DirectorErich W. Tiepel*
    
    
    64
    
    
    DirectorHalbert S. Washburn*
    
    
    47
    
    
    DirectorDennis L. Yakobson
    
    
    71
    
    
    Director and Chairman
 
 *
    
    Independent Directors Information Regarding Directors with Terms Expiring in 2008:
 Michael S. Burke Director
 Ronald M. Sega, Director
 Dennis L. Yakobson, Director and Chairman of the Board
 1




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Information Regarding Directors with Terms Expiring in 2009:
 D. Hunt Ramsbottom, Chief Executive Officer, President and Director
 Erich W. Tiepel, Director
 Halbert S. Washburn, Director
 Information
Regarding Directors with Terms Expiring in 2010:
 Michael
F. Ray, Director
 2




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Edward M. Stern, Director
 Executive Officers
  Douglas M. Miller, Chief Operating Officer and Executive Vice President
 I. Merrick Kerr, Chief Financial Officer and Executive Vice President
 Richard T. Penning, Executive Vice President, Commercial Affairs
 Colin M. Morris, Vice President, General Counsel and Secretary
 3




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Audit Committee and Audit Committee Financial Expert
     Section 16(A) Beneficial Ownership Reporting Compliance
  Code of Ethics
  4




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ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Compensation Program Objectives and Executive Summary
     th th th
 th
 5




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##### Table of Contents



Independent Compensation Consultant
  Peer Group Generation and Benchmarking Results
   
    
    AVENTINE RENEWABLE ENERGY
    
    HEADWATERS INC
    
    VERASUN ENERGY CORP
    
    US BIOENERGY CORP
    
    MGP INGREDIENTS INC
    
    PACIFIC ETHANOL INC
    
    ENERGY CONVERSION DEV
    
    FUEL TECH INC
    
    BALLARD POWER SYSTEMS INC
    
    EVERGREEN ENERGY INC
    
    FUELCELL ENERGY INC
    
    METHANEX CORP
    
    TERRA INDUSTRIES INC
   th
 6




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th th th
 Core Components of Executive Compensation
 Base Salary
   Annual Bonus
    7




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##### Table of Contents



1.
    
    Close financing on the East Dubuque Conversion Project  The financing for the proposed
East Dubuque conversion project was not closed during the goal period, however, there was a
significant change in the relative economics of proceeding with this project as compared to
continuing to operate the existing nitrogen fertilizer plant as is
during the period and the Board
determined to postpone the project for this reason and the reasons previously discussed in our public filings with the Securities and Exchange Commission.2.
    
    PDU completion  The PDU was not completed during the goal period, however there were
many challenges during the period, including weather delays in the Denver area, shortages of skilled labor, problems with critical equipment purchased from third party vendors and some design changes due to poor original design,  that we believe we have now addressed and we are on track
for producing first fuel at the PDU by spring 2008.3.
    
    Natchez Project progress  We executed strongly in this area during the goal period including
taking control over a larger and better suited site and entering into a long term
contract for the sale of the Carbon Dioxide to be produced at the site.4.
    
    Coal Supply and Equity Option Agreements for East Dubuque Conversion Project  We
successfully negotiated these critical agreements.5.
    
    Rentech brand / positioning  We made progress on this goal by highlighting that our
technology can convert more than just coal into synthetic fuels and chemicals.6.
    
    Break ground at East Dubuque  We did not break ground at East Dubuque during the goal
period for the reasons described in item 1 above.7.
    
    Corporate financing goals  We achieved our goals in this area with a successful
Secondary Offering of approximately $54.9 million during the goal period.8.
    
    Development of long-term strategic focus  We completed a detailed
business strategy incorporating a 10-year business plan during the goal period.9.
    
    Management team development The management team was completed during the period with
the hiring of an Executive Vice President for Commercial Affairs and a Senior Vice
President for Government Affairs and Communications.10.
    
    Development of at least 5 new patents  We exceeded this goal by filing 10 patent
applications during the goal period.11.
    
    Development of commercial agreements  We continued to work on developing agreements to
commercialize our technology but did not enter into a major agreement during the period.
   8




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Long Term Incentives
  th th
  Management Stock Purchase Plan (MSPP).
 Benefits and Perquisites
  Employment Contracts
   9




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Compensation Committee Report
  Michael F. Ray, Chairman
Erich W. Tiepel
Halbert S. Washburn
 Summary Compensation Table
  Non-
    
    Change inEquity
    
    PensionIncentive
    
    Value andPlan
    
    Deferred
    
    All OtherStock
    
    Option
    
    Compen-
    
    Compen-
    
    Compen-Salary
    
    Bonus
    
    Awards
    
    Awards
    
    sation
    
    sation
    
    sation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($) (1)
    
    ($) (2)
    
    ($)
    
    ($)
    
    ($)
    
    ($) (3)
    
    ($)D. Hunt Ramsbottom
    
    
    2007
    
    
    $
    384,100
    
    
    $
    470,150
    
    
    $
    742,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,022
    
    
    $
    1,624,772Chief Executive OfficerI. Merrick Kerr
    
    
    2007
    
    
    $
    278,280
    
    
    $
    162,900
    
    
    $
    487,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    38,398
    
    
    $
    967,078Chief Financial OfficerDouglas M. Miller
    
    
    2007
    
    
    $
    311,400
    
    
    $
    103,200
    
    
    $
    618,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    33,803
    
    
    $
    1,067,153Chief Operating OfficerColin M. Morris
    
    
    2007
    
    
    $
    204,925
    
    
    $
    127,500
    
    
    $
    216,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,661
    
    
    $
    575,086General CounselRichard T. Penning
    
    
    2007
    
    
    $
    188,727
    
    
    $
    116,350
    (4)
    
    $
    364,260
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    111,044
    
    
    $
    780,381Executive Vice
President
Commercial Affairs
 
 (1)
    
    The fiscal 2007 bonus was awarded in December 2007 and is payable 80% in cash with the
remaining 20% being withheld to potentially purchase shares of Company stock. The Compensation
Committee and the Board anticipate implementing a program under which NEOs would be required to
use a portion of any annual incentive bonus received to purchase
shares of Company stock. For a
further discussion, refer to the Management Stock Purchase Planabove.(2)
    
    Amounts reflect the amounts recognized for financial statement reporting purposes in fiscal
year 2007, calculated in accordance with Statement of Financial Accounting Standards No. 123(R)
Share-Based Payment (SFAS No. 123(R)). 10




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See Note 15  Accounting for Stock Based
Compensation in Rentechs 2007 Form 10-K for an explanation of the valuation model assumptions
used.(3)
    
    All Other Compensation includes 401(k) matching contributions
of $10,398, $14,553 and $1,661 for Messrs. Kerr, Miller and Morris and legal fee reimbursement of $5,798 for Mr. Penning related to his employment agreement.
All Other Compensation also includes perquisites valued at the aggregate incremental cost to
Rentech consisting of car allowance, relocation expenses and financial and tax planning services paid by
the Company.(4)
    
    Amount includes a commencement bonus of $15,000. The
commencement bonus was not subject to the apportionment described in
Note 1. Perquisites
 Auto
    
    Relocation
    
    Financial &Name
    
    Allowance
    

Expenses
    
    Tax Planning
    
    TotalD. Hunt Ramsbottom
    
    $
    12,000
    
    
    
    
    
    
    $
    16,022
    
    
    $
    28,022I. Merrick Kerr
    
    $
    12,000
    
    
    
    
    
    
    $
    16,000
    
    
    $
    28,000Douglas M. Miller
    
    $
    12,000
    
    
    
    
    
    
    $
    7,250
    
    
    $
    19,250Colin M. Morris
    
    $
    9,000
    
    
    
    
    
    
    $
    16,000
    
    
    $
    25,000Richard T. Penning
    
    $
    8,545
    
    
    $
    96,701
    
    
    
    
    
    
    $
    105,246
 Grants of Plan-Based Awards
  All OtherAll Other
    
    OptionEstimated Future
    
    Estimated Future
    
    Stock
    
    Awards:
    
    Exercise orPayouts Under
    
    Payouts Under
    
    Awards:
    
    Number of
    
    Base Price of
    
    GrantEquity or
    
    Non-Equity Incentive Plan Awards
    
    Equity Incentive Plan Awards
    
    Number of
    
    Securities
    
    Option
    
    DateGrant
    
    Non-Equity
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Shares of
    
    Underlying
    
    Awards
    
    Fair ValueName
    
    Date
    
    Award
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    Stock or Units (#)
    
    Options (#)
    
    ($/Sh)
    

($) (1)D. Hunt Ramsbottom
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    I. Merrick Kerr
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas M. Miller
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Colin M. Morris
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Richard T.
Penning (2)
    
    
    1/22/2007
    
    
    Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    
    
    
    
    
    
    
    $
    1,028,500
 
 (1)
    
    See Note 15  Accounting for Stock Based Compensation in Rentechs 2007 Form 10-K for an
explanation of the valuation model assumptions used to value stock awards under SFAS No.
123(R).(2)
    
    The restricted stock units granted to Mr. Penning vest over a three-year period such that
one-third will vest on each one year, two year and three year anniversary of the vesting
commencement date of January 15, 2007. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
  11




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Outstanding Equity Awards at Fiscal Year End
  Option Awards
    
    Stock AwardsEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    EquityIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    Equity IncentivePlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Plan Awards:
    
    Plan Awards:Number of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number
    
    Value
    
    Number of
    
    Market orSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    of Shares or
    
    of Shares or
    
    Unearned
    
    PayoutUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Shares, Units
    
    Value of UnearnedUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock
    
    Stock
    
    or
    
    Shares, Units orOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Expiration
    
    that have not
    
    that have not
    
    Other Rights
    
    Other Rights(#)
    
    (#)
    
    Options
    
    Price
    
    Date
    
    Vested
    
    Vested
    
    that have not
    
    that have notName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    ($)
    
    (#)
    
    ($) (1)
    
    Vested (#)
    
    Vested ($)
    
    NotesD. Hunt Ramsbotton
    
    
    83,333
    
    
    
    166,667
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    787,500
    
    
    $
    1.82
    
    
    
    8/4/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    $
    648,000
    
    
    
    
    
    
    
    
    
    
    
    (4
    )I. Merrick Kerr
    
    
    25,000
    
    
    
    50,000
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    216,667
    
    
    $
    468,000
    
    
    
    
    
    
    
    
    
    
    
    (5
    )Douglas M. Miller
    
    
    43,333
    
    
    
    86,667
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    $
    540,000
    
    
    
    
    
    
    
    
    
    
    
    (6
    )Colin M. Morris
    
    
    25,000
    
    
    
    50,000
    
    
    
    
    
    
    $
    4.15
    
    
    
    7/13/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    216,000
    
    
    
    
    
    
    
    
    
    
    
    (7
    )Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    $
    594,000
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
 
 (1)
    
    Calculated based on the $2.16 closing price of Rentechs common stock on September 28, 2007.(2)
    
    Represents an option award granted on July 14, 2006, which vests in three equal annual
installments starting on the first anniversary of the grant date. The award will be fully vested on
July 14, 2009.(3)
    
    Represents a warrant held by East Cliff Advisors, LLC, an
entity affiliated with Mr. Ramsbottom. The warrant will vest when
Rentechs stock price reaches $5.25 or higher for twelve
consecutive trading days.(4)
    
    Represents a restricted stock unit award which will vest in two equal annual installments on
December 15, 2007 and December 15, 2008.(5)
    
    Represents a restricted stock unit award which will vest in two equal annual installments on
May 15, 2008 and May 15, 2009.(6)
    
    Represents a restricted stock unit award which will vest in two equal annual installments on
January 20, 2008 and January 20, 2009.(7)
    
    Represents a restricted stock unit award which will vest in two equal annual installments on
June 5, 2008 and June 5, 2009.(8)
    
    Represents a restricted stock unit award which will vest in three equal annual installments on
January 15, 2008, January 15, 2009 and January 15, 2010. 12




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Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of
    
    Value
    
    Number of
    
    ValueShares Acquired
    
    Realized
    
    Shares Acquired
    
    Realizedon Exercise
    
    on Exercise
    
    on Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($) (1)D. Hunt Ramsbotton
    
    
    
    
    
    
    150,000
    
    
    $
    571,500I. Merrick Kerr
    
    
    
    
    
    
    108,333
    
    
    $
    246,999Douglas M. Miller
    
    
    
    
    
    
    125,000
    
    
    $
    476,250Colin M. Morris
    
    
    
    
    
    
    50,000
    
    
    $
    141,500Richard T. Penning
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Value Realized on Vesting represents the amount equal to the closing market price of the
shares on the date of vesting multiplied by the number of shares that vested pursuant to restricted
stock units. Potential Payments upon Termination or Change-in-Control
   Termination without Cause, for Non-Renewal or for Good Reason as of September 30, 2007
 Name
    
    Cash
Severance
Payments
    
    Acceleration
of Restricted
Stock Units
    
    Medical
Benefits
Payments
    
    Gross-up
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,152,300
    
    
    $
    648,000
    
    
    $
    16,200
    
    
    
    
    $1,816,500I. Merrick Kerr (2)
    
    $
    417,420
    
    
    $
    468,000
    
    
    $
    16,200
    
    
    
    
    $   901,620Douglas M. Miller (2)
    
    $
    467,100
    
    
    $
    540,000
    
    
    $
    16,200
    
    
    
    
    $1,023,300Colin M. Morris (3)
    
    
    
    
    
    $
    216,000
    
    
    
    
    
    
    
    
    $   216,000Richard T. Penning (4)
    
    $
    397,500
    
    
    $
    594,000
    
    
    $
    16,200
    
    
    
    
    $1,007,700
 
 (1)
    
    Mr. Ramsbottoms cash severance payments would equal the sum of (a) two times his annual base
salary paid over the one year period after his termination date and (b) a target bonus equal
to his annual base salary paid on the date when executive bonuses are paid for the fiscal year
in which the termination takes place. Mr. Ramsbottoms medical benefits would be paid by the
Company for 18 months and his restricted stock units scheduled to vest over the next 24 months
would accelerate and vest upon termination.(2)
    
    The executives cash severance payments would equal the sum of (a) executives annual base
salary paid over the one year period after executives termination date and (b) a target bonus
equal to 50% of executives annual base salary paid on the date when executive bonuses are
paid for the fiscal year in which the termination takes place. The executives medical
benefits would be paid by the Company for 18 months and executives restricted stock units
scheduled to vest over the next 18 months would accelerate and vest upon termination.(3)
    
    Mr. Morriss restricted stock units scheduled to vest over the next 18 months would
accelerate and vest upon termination.(4)
    
    Mr. Penningss cash severance payments would equal the sum of (a) his annual base salary
paid over the one year period after his termination date and (b) a target bonus equal to 50%
of his annual base salary paid on the date when executive bonuses are paid for the fiscal year
in which the termination takes place. Mr. Pennings medical benefits would be paid by the
Company for 18 months and his restricted stock units scheduled to vest over the next 12 months
would accelerate and vest upon termination. Termination without Cause or for Good Reason upon a Change in Control as of September 30, 2007
 Name
    
    Cash
Severance
Payments
    
    Acceleration
of Restricted
Stock Units
    
    Medical
Benefits
Payments
    
    Gross-up
    
    TotalD. Hunt Ramsbottom (1)
    
    $
    1,238,350
    
    
    $
    648,000
    
    
    
    
    
    
    $1,886,350I. Merrick Kerr (2)
    
    $
    441,180
    
    
    $
    468,000
    
    
    
    
    
    
    $   909,180Douglas M. Miller (2)
    
    $
    467,100
    
    
    $
    540,000
    
    
    
    
    
    
    $1,007,100Colin M. Morris (3)
    
    
    
    
    
    $
    216,000
    
    
    
    
    
    
    $   216,000Richard T. Penning (2)
    
    $
    397,500
    
    
    $
    594,000
    
    
    
    
    
    
    $   991,500
 
 (1)
    
    Mr. Ramsbottoms cash severance payments would equal the sum of (a) two times his annual base
salary and (b) the higher of (i) his target bonus equal to his annual base salary or (ii) his
prior years actual bonus. The cash severance payments would be due within ten business days
of his termination. All of Mr. Ramsbottoms restricted stock units would accelerate and vest
upon termination.(2)
    
    The executives cash severance payments would equal the sum of (a) executives annual base
salary and (b) the higher of (i) executives target bonus equal to 50% of his annual base
salary or (ii) executives prior years actual bonus. The cash severance payments would be
due within ten business days of executives termination. All of executives restricted stock
units would accelerate and vest upon termination.(3)
    
    All of Mr. Morriss restricted stock units would accelerate and vest upon termination. Director Compensation
  Change in PensionFees
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Value andEarned or
    
    
    
    
    
    
    
    
    
    Incentive
    
    NonqualifiedPaid in
    
    Stock
    
    Option
    
    Plan
    
    Deferred
    
    All OtherCash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)Michael S. Burke
    
    $
    18,253
    
    
    $
    21,206
    
    
    $
    32,909
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    72,368
    (2)Thomas L. Bury
    
    $
    17,500
    
    
    $
    20,100
    
    
    $
    11,173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    48,773
    (2)Ronald C. Butz
    
    $
    10,000
    
    
    $
    20,100
    
    
    $
    11,173
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    41,273
    (2)Michael F. Ray
    
    $
    31,500
    
    
    $
    41,306
    
    
    $
    20,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    93,003
    (2)Edward M. Stern
    
    $
    19,962
    
    
    $
    21,206
    
    
    $
    49,313
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    90,481
    (2)Erich W. Tiepel
    
    $
    28,000
    
    
    $
    41,306
    
    
    $
    20,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    89,503
    (2)Halbert S. Washburn
    
    $
    28,000
    
    
    $
    41,306
    
    
    $
    20,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    89,503
    (2)Dennis L. Yakobson
    
    $
    35,000
    
    
    $
    41,306
    
    
    $
    20,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    96,503
    (2)
 13




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##### Table of Contents



(1)
    
    The amounts include the fair value of options granted to the individual upon their appointment to
service on the Board. The amounts reflect the amounts recognized for financial statement reporting
purposes in fiscal year 2007, calculated in accordance with Statement of Financial Accounting
Standards No. 123(R) Share-Based Payment (SFAS No. 123(R)). See Note 15  Accounting for Stock
Based Compensation in Rentechs 2007 Form 10-K for an explanation of the valuation model
assumptions used.(2)
    
    The aggregate number of stock awards and the aggregated number of option awards outstanding
as of September 30, 2007 for directors are: Unvested
    
    UnexercisedStock
    
    OptionDirector
    
    Awards
    
    AwardsMichael S. Burke
    
    
    7,500
    
    
    
    35,000Thomas L. Bury
    
    
    
    
    
    
    40,000Ronald C. Butz
    
    
    
    
    
    
    
    (a)Michael F. Ray
    
    
    7,500
    
    
    
    70,000Edward M. Stern
    
    
    7,500
    
    
    
    35,000Erich W. Tiepel
    
    
    7,500
    
    
    
    130,000Halbert S. Washburn
    
    
    7,500
    
    
    
    50,000Dennis L. Yakobson
    
    
    7,500
    
    
    
    30,000
    (b)
 
 (a)
    
    Excluded from the aggregate number of option awards outstanding are 320,000 options awarded in
fiscal 2005 pursuant to Mr. Butzs employment termination agreement.(b)
    
    Excluded from the aggregate number of option awards outstanding are 510,000 options awarded in
fiscal 2005 pursuant to Mr. Yakobsons employment termination agreement.
   14




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Employment Contracts
     15




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16




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##### Table of Contents



401(k) Plan
  Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Security Ownership of Certain Beneficial Owners and Management
  Directors and
    
    Amount and Nature of
    
    Percent ofExecutive Officers (1)(2)
    
    Beneficial Ownership(3)
    
    ClassMichael S. Burke
    
    
    31,250
    
    
    
    *I. Merrick Kerr
    
    
    102,512
    
    
    
    *Douglas M. Miller
    
    
    246,086
    
    
    
    *Colin M. Morris
    
    
    57,067
    
    
    
    *Richard T. Penning
    
    
    91,667
    
    
    
    *D. Hunt Ramsbottom (4)(5)
    
    
    2,320,942
    
    
    
    1.4
    %Michael F. Ray (6)
    
    
    280,235
    
    
    
    *Ronald M. Sega
    
    
    20,000
    
    
    
    *Edward M. Stern
    
    
    41,250
    
    
    
    *Erich W. Tiepel
    
    
    673,975
    
    
    
    *Halbert S. Washburn
    
    
    58,250
    
    
    
    *Dennis L. Yakobson (7)
    
    
    1,334,160
    
    
    
    *All
Directors and Executive Officers as a Group (12 persons)
    
    
    5,257,394
    
    
    
    3.1
    %
 Beneficial Owners of
    
    Amount and Nature of
    
    Percent ofMore than 5%
    
    Beneficial Ownership
    
    ClassBlackRock, Inc.(8)
    
    
    24,620,206
    
    
    
    14.9
    %Wellington Management Company, LLP(9)
    
    
    16,427,300
    
    
    
    10.0
    %Asset Managers International Limited(10)
    
    
    9,626,785
    
    
    
    5.8
    %
 
 *
    
    Less than 1%. (1)
    
    Except as otherwise noted and subject to applicable community property laws, each shareholder
has sole voting and investment power with respect to the shares beneficially owned. The
business address of each
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##### Table of Contents



director and executive officer is c/o Rentech, Inc., 10877 Wilshire Blvd., Suite 710, Los
Angeles, CA 90024.
 (2)
    
    If a person has the right to acquire shares of common stock subject to options and other
convertible securities within 60 days of January 14, 2008, then such shares are deemed
outstanding for purposes of computing the percentage ownership of that person, but are not
deemed outstanding for purposes of computing the percentage ownership of any other person. The
following shares of common stock subject to stock options, warrants, restricted stock units
and convertible promissory notes may be acquired within 60 days of January 14, 2008 and are
included in the table above:
 
    
    Michael S. Burke20,000 under options;
    
    I. Merrick Kerr25,000 under options;
    
    Douglas M. Miller125,000 under restricted stock units and 43,333 under options;
    
    Colin M. Morris25,000 under options;
    
    Richard T. Penning91,667 under restricted stock units;
    
    D. Hunt Ramsbottom2,082,500 under warrants and 83,333 under options;
    
    Michael F. Ray62,248 under warrants and 55,000 under options;
    
    Ronald M. Sega20,000 under options;
    
    Edward M. Stern20,000 under options;
    
    Erich W. Tiepel115,000 under options;
    
    Halbert S. Washburn35,000 under options; and
    
    Dennis L. Yakobson525,000 under options and 155,156 under convertible promissory
notes.
 (3)
    
    Information with respect to beneficial ownership is based upon information furnished by
each shareholder or contained in filings with the Securities and Exchange Commission.
 (4)
    
    Includes a warrant held by East Cliff Advisors, LLC for 2,082,500 shares which have vested
and excludes a warrant held by East Cliff Advisors, LLC for 787,500 shares which will vest
when Rentechs stock price reaches $5.25 or higher for twelve consecutive trading days.
Mr. Ramsbottom is the managing member and has sole investment and voting power in East Cliff
Advisors, LLC.
 (5)
    
    Includes 6,000 shares held for the benefit of Mr. Ramsbottoms children as to which
Mr. Ramsbottom disclaims beneficial ownership.
 (6)
    
    Includes 7,500 shares held by Mr. Rays spouses IRA as to which Mr. Ray disclaims
beneficial ownership.
 (7)
    
    Includes 20,000 shares held in custodial accounts as to which Mr. Yakobson disclaims
beneficial ownership.
 (8)
    
    Based on information provided by BlackRock, Inc. (BlackRock). BlackRocks principal
business office address is 40 East 52nd Street, New York, New York 10022.
 (9)
    
    Based solely on information in a Schedule 13G/A filed by Wellington Management Company, LLP
(Wellington) with the SEC on September 10, 2007. Wellington reports that, of the shares it
beneficially owns, it has the shared power to vote or to direct the vote of 7,514,400 of
such shares, and the shared power to dispose of or to direct the disposition of, all
16,427,300 shares. According to the Schedule 13G/A, Wellington is an investment adviser and
may be deemed to beneficially own 16,427,300 shares. Wellington reports that the shares
beneficially owned by it are owned of record by clients of Wellington, and that those clients
have the right to receive, or the power to direct the receipt of dividends from, or the
proceeds from
 18




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##### Table of Contents



the sale of, such shares. According to the Schedule 13G/A, no client is known to have such
right or power with respect to more than five percent of the shares beneficially owned by
Wellington. Wellingtons principal business office address is 75 State Street, Boston,
Massachusetts 02109.(10)
    
    Based solely on information in a Schedule 13D filed with the SEC on December 12, 2007 as a
joint statement by Asset Managers International Limited (AMIL), which operated as a wholly
owned subsidiary of Pentagon Special Purpose Fund, Ltd until November 2006 when Pentagon
Special Purpose Fund distributed the shares of AMIL to its shareholders in exchange for their
shares of Pentagon Special Purpose Fund, Pentagon Capital Management, Plc (Pentagon), Lewis
Chester (Chester) and Jafar Omid (Omid). AMIL is a pooled investment vehicle, and Pentagon
is the investment adviser to AMIL with full control over the decisions as to what securities
to buy or sell, and how to vote securities owned by AMIL. Chester is the Chief Executive
Officer of Pentagon, and Omid is the Chief Financial Officer of Pentagon. Chester and Omid are
directors of, and control, Pentagon. The Schedule 13D reports that the filing group has the
shared power to vote or to direct the vote of, and the shared power to dispose of or to direct
the disposition of, all 9,626,785 shares beneficially owned by it. 986,985 of the shares are
issuable upon the exercise of warrants. The address of the principal business and principal
office of AMIL is c/o Olympia Capital (Ireland) Ltd., Harcourt Center, 6th Floor, Block 3,
Harcourt Road, Dublin 2, Ireland and for Pentagon, Chester and Omid is 1Knightsbridge, London,
England SW1X 7LX.
 Equity Compensation Plan Information
  Number of securities
    
    
    
    
    
    Number ofto be issued
    
    Weighted-average
    
    securities remainingupon exercise of
    
    exercise price of
    
    available for futureoutstanding options,
    
    outstanding options,
    
    issuance under equityPlan category
    
    warrants and rights
    
    warrants and rights
    
    compensation plansEquity compensation
plans approved by
security holders
    
    
    4,542,000
    
    
    $
    2.34
    
    
    
    3,683,000Equity compensation
plans not approved
by security holders
    
    
    3,731,000
    
    
    $
    1.51
    
    
    
    Total
    
    
    8,273,000
    
    
    $
    1.97
    
    
    
    3,683,000
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, DIRECTOR INDEPENDENCE
 Certain Relationships and Related Party Transactions
  19




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit-Related Fees
  Tax Fees
  20




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##### Table of Contents



All Other Fees
   
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    Financial Statements. See Index to Financial Statements and Schedule at page F-1 of the
original 10-K.(b)
    
    Exhibits Required by Item 601 of Regulation S-K. See Index to Exhibits.
 (c)
    
    Financial Statement Schedules. See Index to Financial Statements and Schedules at page F-1 of
the original 10-K.
 SIGNATURES
  Rentech, Inc./s/ D. Hunt RamsbottomDate: January 28, 2008
    
    D. Hunt Ramsbottom,Chief Executive Officer and President
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##### Table of Contents



EXHIBIT INDEX
 2.1
    
    Stock Purchase Agreement, dated March 8, 2005, by and between Rentech, Inc. and Zinsser Co.,
Inc. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed March 10,
2005).2.2
    
    Stock Purchase Agreement, dated November 5, 2005, by and between Rentech Development Corporation
and Royster-Clark, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K
filed November 9, 2005).2.3
    
    First Amendment to the Stock Purchase Agreement dated November 5, 2005, by and between Rentech
Development Corporation and Royster-Clark, Inc. (incorporated by reference to Exhibit 2.2 to
Registration Statement on Form S-3 filed March 20, 2006).2.4
    
    Second Amendment to the Stock Purchase Agreement dated November 5, 2005, by and between Rentech
Development Corporation and Royster-Clark Nitrogen, Inc. (incorporated by reference to
Exhibit 2.1 to Current Report on Form 8-K filed March 14, 2006).2.5
    
    Third Amendment to the Stock Purchase Agreement dated November 5, 2005, by and between Rentech
Development Corporation and Royster-Clark Nitrogen, Inc. (incorporated by reference to
Exhibit 2.2 to Current Report on Form 8-K filed March 14, 2006).2.6
    
    Purchase and Sale Agreement, dated September 16, 2005, by and between Rentech Development
Corporation and RFC-Sand Creek Development, LLC (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed September 22, 2005).2.7
    
    Equity Purchase Agreement dated November 15, 2006 by and between Rentech, Inc. and PML
Exploration Services, LLC (incorporated by reference to Exhibit 2.1 to Current Report on
Form 8-K filed November 16, 2006).3(i)
    
    Amended and Restated Articles of Incorporation, dated April 29, 2005 (incorporated by reference
to Exhibit 3(i) to Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2005,
filed May 9, 2005).3(ii)
    
    Bylaws dated November 30, 2004 (incorporated by reference to Exhibit 3(ii) to Annual Report on
Form 10-K for the year ended September 30, 2004 filed December 9, 2004).4.1
    
    Rights Agreement, dated January 18, 2005, by and between Rentech, Inc. and ComputerShare Trust
(incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed January 19, 2005).4.2
    
    Amendment to Amended Rights Agreement dated April 13, 2006 (incorporated by reference to
Exhibit 4.1 to Current Report on Form 8-K filed April 18, 2006).4.3
    
    Registration Rights Agreements for December 2004 Short-Term Loan with C. David Callaham
(incorporated by reference to Exhibits 10.4 and 10.7 to Current Report on Form 8-K filed
December 16, 2004).4.4
    
    Registration Rights Agreement for December 2004 Short-Term Loan by and between Rentech, Inc. and
Geduld Revocable Trust, (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K
filed December 7, 2004).4.5
    
    Registration Rights Agreement for December 2004 Short-Term Loan by and between Rentech, Inc. and
Geduld Capital Management LLC (incorporated by reference to Exhibit 10.6 to Current Report on
Form 8-K filed December 7, 2004).4.6
    
    Registration Rights Agreement for December 2004 Short-Term Loan by and between Rentech, Inc. and
Daniel Kern (incorporated by reference to Exhibit 10.9 to Current Report on Form 8-K filed
December 7, 2004).
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##### Table of Contents



4.7
    
    Form of Registration Rights Agreement (incorporated by reference to Exhibit 4 to Form S-3/A
Amendment Two to Registration Statement No. 333-85682 filed October 28, 2002).4.8
    
    Form of Non-statutory Stock Option Agreement (incorporated by reference to Exhibit 4 to
Form S-3/A Amendment Two to Registration Statement No. 333-85682 filed October 28, 2002).4.9
    
    Stock Option Agreement, dated December 10, 2004, by and between Rentech, Inc. and Royster-Clark
Inc. (incorporated by reference to Exhibit 10.8 to Current Report on Form 8-K filed December 16,
2004).4.10
    
    Stock Purchase Warrant, dated September 17, 2004, by and between Rentech, Inc. and Mitchell
Technology Investments (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K
filed September 23, 2004).4.11
    
    Registration Rights Agreement, dated September 17, 2004, by and between Rentech, Inc. and
Mitchell Technology Investments (incorporated by reference to Exhibit 10.3 to Current Report on
Form 8-K filed September 23, 2004).4.12
    
    Subscription Agreement, dated April 8, 2005, by and among Rentech, Inc. and Mercator Momentum
Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon Special Purpose
Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock (incorporated by reference
to Exhibit 10.1 to Current Report on Form 8-K filed April 14, 2005).4.13
    
    Form of Stock Purchase Warrants, dated April 8, 2005, by and among Rentech, Inc. and Mercator
Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon Special
Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock (incorporated by
reference to Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to Current Report on Form 8-K filed
April 14, 2005).4.14
    
    Registration Rights Agreement, dated April 8, 2005, by and among Rentech, Inc. and Mercator
Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., Pentagon Special
Purpose Fund, Ltd. and M.A.G. CAPITAL, LLC, for Placement of Preferred Stock (incorporated by
reference to Exhibit 10.7 to Current Report on Form 8-K filed April 14, 2005).4.15
    
    Warrant to Purchase 1,000,000 Shares of Common Stock by and between Rentech, Inc. and DKRW
Advanced Fuels LLC, dated January 12, 2006 (incorporated by reference to Exhibit 2.1 to Current
Report on Form 8-K filed January 19, 2006).4.16
    
    Stock Purchase Warrants (incorporated by reference to Exhibits 10.1 through 10.16 to Current
Report on Form 8-K filed May 20, 2005).4.17
    
    Indenture dated April 18, 2006, by and between Rentech, Inc. and Wells Fargo Bank, National
Association, as Trustee (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K
filed April 18, 2006).4.18
    
    Officers Certificate to Indenture dated April 18, 2006 to Indenture (incorporated by reference
to Exhibit 4.3 to Current Report on Form 8-K filed April 18, 2006).4.19
    
    Form of 4.00% Convertible Senior Note Due 2013 (incorporated by reference to Exhibit 4.4 to
Current Report on Form 8-K filed April 18, 2006).4.20
    
    Form of Subscription Agreement (incorporated by reference to exhibit 10.2 to Current Report on
Form 8-K filed April 20, 2007).4.21
    
    Form of Warrant to purchase shares of Common Stock (incorporated by reference to exhibit 10.3 to
Current Report on Form 8-K filed April 20, 2007).10.1*
    
    Term sheet for Dennis L. Yakobson retirement benefits (incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K filed October 6, 2005).
 2




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##### Table of Contents



10.2*
    
    Term sheet for Ronald C. Butz retirement benefits (incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K filed October 6, 2005).10.3*
    
    Management and Consulting Agreement, dated July 29, 2005, by and between Rentech, Inc. and
Management Resource Center, Inc. (incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K filed August, 11, 2005).10.4*
    
    1994 Stock Option Plan (incorporated by reference to the exhibits to Form S-18 on Form SB-2,
post-effective Amendment No. 5 to Registration Statement No. 33-37150-D).10.5*
    
    1996 Stock Option Plan (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K
dated December 18, 1996).10.6*
    
    1998 Stock Option Plan (incorporated by reference to Exhibit 4.1 to Form S-8). Registration
Statement No. 333-95537.10.7*
    
    2001 Stock Option Plan (incorporated by reference to Exhibit 10.5 to Annual Report on Form 10-K
for the year ended September 30, 2002 filed December 24, 2002).10.8*
    
    2003 Stock Option Plan (incorporated by reference to Exhibit 10.6 to Annual Report on Form 10-K
for the year ended September 30, 2002 filed December 24, 2002).10.9
    
    License Agreement, dated October 8, 1998, by and between Rentech, Inc. and Texaco Natural Gas,
Inc. (incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-KSB, No. 000-19260,
for the year ended September 30, 1998, filed January 13, 1999).10.10
    
    Convertible Promissory Note, dated May 20, 2005, to Michael Ray (incorporated by reference to
Exhibit 10.17 to Current Report on Form 8-K filed May 20, 2005).10.11
    
    Convertible Promissory Note, dated May 20, 2005, to David Zimel (incorporated by reference to
Exhibit 10.18 to Current Report on Form 8-K filed May 20, 2005).10.12*
    
    1990 Stock Option Plan (incorporated by reference to the exhibits to Form S-18 Registration
Statement No. 33-37150).10.13*
    
    2005 Stock Option Plan (incorporated by reference to Exhibit 10.34 to Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 2004 filed February 9, 2005).10.14
    
    Termination Agreement for FT Solutions, LLC dated January 10, 2006, by and between Headwaters
Technology Innovation Group, Inc. and Rentech, Inc. (incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K filed January 17, 2006).10.15**
    
    Master License Agreement by and among Rentech, Inc. and DKRW Energy LLC and DKRW Advanced Fuels
LLC, dated January 12, 2006 (incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K filed January 19, 2006).10.16
    
    License Agreement by and between Rentech, Inc. and Medicine Bow Fuel & Power, LLC, dated
January 12, 2006 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed
January 19, 2006).**10.17
    
    Amendment to Site License Agreement with Medicine Bow Fuel & Power, LLC, dated October 26, 2007
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed November 1,
2007).10.18
    
    Omnibus Amendment by and among Rentech, Inc. and Medicine Bow Fuel & Power, LLC and DKRW
Advanced Fuels LLC, dated December 7, 2007 (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed December 13, 2007).
 3




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##### Table of Contents



10.19
    
    Project Development Participation Agreement by and between Rentech, Inc. and DKRW Advanced Fuels
LLC, dated January 12, 2006 (incorporated by reference to Exhibit 10.3 to Current Report on
Form 8-K filed January 19, 2006).10.20*
    
    Employment Agreement by and between Rentech, Inc. and D. Hunt Ramsbottom, Jr. dated January 20,
2006 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed January 26,
2006).10.21*
    
    Employment Agreement by and between Rentech, Inc. and Douglas M. Miller dated January 20, 2006
(incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed January 26,
2006).10.22*
    
    Employment Agreement by and between Rentech, Inc. and Richard O. Sheppard dated March 1, 2006
(incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed March 14, 2006).10.23*
    
    Employment Agreement by and between Rentech, Inc. and Kevin M. Smith dated January 20, 2006
(incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K filed January 26,
2006).10.24***
    
    Employment Agreement by and between Rentech, Inc. and Richard T. Penning, dated January 22, 2007.10.25*
    
    Compensation Plan for Outside Directors (incorporated by reference to Item 1.01 to Current
Report on Form 8-K filed April 19, 2006).10.26
    
    Lease Agreement dated as of April 21, 2006 with Center West (incorporated by reference to
Exhibit 99.1 to Current Report on Form 8-K filed April 21, 2006).10.27
    
    Rider to the Lease Agreement dated as of April 21, 2006 by and between Rentech, Inc. and Center
West (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed April 21,
2006).10.28
    
    Financing Agreement dated as of April 26, 2006 by and between Rentech Energy Midwest Corporation
and The CIT Group/Business Credit, Inc. (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed May 2, 2006).10.29*
    
    Employment Agreement by and between Rentech, Inc. and I. Merrick Kerr dated May 15, 2006
(incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed May 17, 2006).10.30*
    
    Form of Stock Option Grant Notice and Stock Option Agreement under 2006 Incentive Award Plan
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed July 20, 2006).10.31*
    
    Amended and Restated Rentech, Inc. 2006 Incentive Award Plan (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed March 29, 2007).10.32
    
    Commitment Letter by and among Rentech, Inc., Rentech Development Corporation. M.A.G Capital,
LLC and Pentagon Bernini Fund, Ltd. Dated November 15, 2005 (incorporated by reference to
exhibit 10.1 to Current Report on Form 8-K filed November 16, 2005).10.33
    
    Placement Agent Agreement, dated April 19, 2007 by and between Rentech, Inc. and Credit Suisse
Securities (USA) LLC (incorporated by reference to exhibit 10.1 to Current Report on Form 8-K
filed April 20, 2007).10.34**
    
    Development Cost Sharing and Equity Option Agreement, dated May 25, 2007 by and between Rentech,
Inc. and Peabody Venture Fund, LLC (incorporated by reference to exhibit 10.1 to Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 and filed on August 9, 2007).10.35**
    
    Coal Supply Agreement, dated May 25, 2007 by and between Rentech, Inc. and COALSALES LLC
(incorporated by reference to exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 and filed on August 9, 2007).12.1***
    
    Computation of Ratio of Earnings to Fixed Charges.
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##### Table of Contents



14
    
    Code of Ethics (incorporated by references to Exhibit 14 to Annual Report on Form 10-K for the
year ended September 30, 2004 filed December 9, 2004).21***
    
    Subsidiaries of Rentech, Inc.23***
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of President and Chief Executive Officer Pursuant to Rule 13a-14 or Rule 15d-14(a).31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14 or Rule 15d-14(a).32.1***
    
    Certification of President pursuant to 18 U.S.C. Section 1350.32.2***
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    Certain portions of this Exhibit have been omitted and filed separately under an application
for confidential treatment.***
    
    Previously filed. 5