Exhibit
10.1


Rentech,
Inc.


 


Common Stock


and


Warrants to
Purchase Common Stock


 


PLACEMENT
AGENT AGREEMENT


dated April 19,
2007


 


 


Credit
Suisse Securities (USA) LLC


















PLACEMENT
AGENT AGREEMENT


April 19, 2007


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, NY 10010


Ladies and Gentlemen:


Introductory.  Rentech, Inc., a Colorado corporation (the “Company”),
proposes, pursuant to the terms of this Placement Agent Agreement (this “Agreement”)
and the Subscription Agreements in the form of Exhibit A attached hereto
(the “Subscription Agreements”) entered into with the purchasers
identified therein (each a “Purchaser” and collectively, the “Purchasers”),
to sell to the Purchasers an aggregate of 20,092,160 units (the “Units”),
each comprised of one share (the “Shares”) of common stock, par value
$0.01 per share (the “Common Stock”) of the Company (including any associated right to purchase shares of
Series 1998-C Participating Cumulative Preference Stock, $10 par value , under
the Shareholder Rights Plan, dated as of January 18, 2005, as amended (each a “Right”
and collectively, the “Rights”), if any, and warrants (the “Warrants”),
initially to purchase 0.20 additional shares, subject to adjustment (the “Warrant
Shares,” and together with the Shares, the “Total Shares”), of
Common Stock of the Company.  The Shares
and Warrants are referred to collectively as the “Securities.”  The Company hereby confirms its agreement
with Credit Suisse Securities (USA) LLC (“Credit Suisse” or the “Placement
Agent”), as set forth below.


Section
1.  Agreement to Act as Placement Agent; Placement of Shares.  On the basis of the representations,
warranties and agreements of the Company herein contained, and subject to all
the terms and conditions of this Agreement:


(a)  The Company hereby authorizes the Placement
Agent to act as its exclusive agent to solicit offers for the purchase of all
or part of the Securities from the Company in connection with the proposed
offering of the Securities (the “Offering”).  Until the earlier of the Closing Date (as
defined below) and the termination of this Agreement, the Company shall not,
without the prior consent of the Placement Agent, solicit or accept offers to
purchase Securities otherwise than through the Placement Agent.


(b)  The Placement Agent agrees, as agent of the
Company, to use its best efforts to solicit offers to purchase the Securities
from the Company on the terms and subject to the conditions set forth in the
Prospectus (as defined below).  The
Placement Agent has no authority to bind the Company with respect to any
prospective offer to purchase Securities. 
The Placement Agent shall not have any liability to the Company in the
event any such purchase is not consummated for any reason.  Under no circumstances will the Placement
Agent be obligated to purchase any Securities for its own accounts and, in
soliciting purchases of Securities, the Placement Agent shall act solely as the
Company’s 



 1
 









agent and not as principal.  Notwithstanding the foregoing, the Placement
Agent (or its affiliates) may, solely at its discretion and without any
obligation to do so, purchase Securities as principal.


(c)  Offers for the purchase of Securities may be
solicited by the Placement Agent as agent for the Company at such times and in
such amounts as the Placement Agent deems advisable.  The Placement Agent shall communicate to the
Company, orally or in writing, each offer to purchase Securities received by it
as Placement Agent of the Company.  The
Company shall have the sole right to accept offers to purchase the Securities
and may reject any such offer, in whole or in part.  The Placement Agent shall have the right, in
its reasonable discretion, without notice to the Company, to reject any offer
to purchase Securities received by it, in whole or in part, and any such
rejection shall not be deemed a breach of its agreement contained herein.


(d)  The purchases of the Securities by the
Purchasers shall be evidenced by the execution of a Subscription Agreement by
each of the parties thereto.


(e)  As compensation for services rendered, on the
Closing Date, the Company shall pay or cause to be paid to the Placement Agent
by wire transfer of immediately available funds to an account or accounts
designated by the Placement Agent, an aggregate amount equal to five percent
(5%) of the gross proceeds received by the Company from the sale of the
Securities on such Closing Date.


(f)  No Securities which the Company has agreed to
sell pursuant to this Agreement shall be deemed to have been purchased and paid
for, or sold by the Company, until such Securities shall have been delivered to
the Purchaser thereof against payment by such Purchaser.  If the Company shall default in its
obligations to deliver Securities to a Purchaser whose offer it has accepted,
the Company shall indemnify and hold the Indemnified Parties (as defined below)
harmless against any loss, claim, damage or liability directly or indirectly arising
from or as a result of such default by the Company.


Section
2.  Representations and Warranties of the Company.  The Company hereby represents, warrants and
covenants to the Placement Agent as follows:


(a)  A registration statement on Form S-3 (File
No. 333-132594), including a base prospectus dated March 30, 2006 relating
to the Warrants and certain of the Shares, 
and a registration statement on Form S-3 (File No. 333-125162),
including a base prospectus dated August 5, 2005 relating to the certain of the
Shares, have been filed with the Securities and Exchange Commission (the “Commission”)
and have become effective.  Each of the
base prospectuses shall hereinafter be called a “Base Prospectus” and
collectively, the “Base Prospectuses.” “Registration Statement”
as of any time means either such registration statement in the form then filed
with the Commission, including any amendment thereto, any document incorporated
by reference therein and any information in the corresponding Base Prospectus
or a prospectus supplement deemed or retroactively deemed to be a part thereof
pursuant to Rule 430B (“Rule 430B”) or 430C (“Rule 430C”)
under the Securities Act of 1933, as amended (the “Securities Act”),
that 



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has not been superseded or modified.  “Registration Statement” without
reference to a time means either Registration Statement as of the time of the
first contract of sale for the Securities, which time shall be considered the “Effective
Date” of the Registration Statement relating to the Securities.  For purposes of this definition, information
contained in a form of prospectus or prospectus supplement that is deemed
retroactively to be a part of the Registration Statement pursuant to Rule 430B
shall be considered to be included in the Registration Statement as of the time
specified in Rule 430B.


“Statutory Prospectus” as of any time means the
Base Prospectus that is included in a Registration Statement immediately prior
to that time, including any document incorporated by reference therein as
supplemented by any preliminary prospectus supplement deemed to be a part
thereof pursuant to Rule 430B or 430C that has not been superseded or
modified.  For purposes of this
definition, information contained in a preliminary or prospectus supplement
that is deemed retroactively to be a part of such Registration Statement
pursuant to Rule 430B shall be considered to be included in the Statutory
Prospectus only as of the actual time that preliminary prospectus supplement is
filed with the Commission pursuant to Rule 424(b) (“Rule 424(b)”)
under the Securities Act.


“Prospectus” means the Statutory Prospectus as
supplemented by the final prospectus supplement filed pursuant to Rule 424(b)
that discloses the public offering price and other final terms of the
Securities and otherwise satisfies Section 10(a) of the Securities Act.


“Issuer Free Writing Prospectus” means any “issuer
free writing prospectus,” as defined in Rule 433 (“Rule 433”)
under the Securities Act, relating to the Securities in the form filed or
required to be filed with the Commission or, if not required to be filed, in
the form retained in the Company’s records pursuant to Rule 433(g).


“General Use Issuer Free Writing Prospectus”
means any Issuer Free Writing Prospectus that is intended for general distribution
to prospective purchasers, as evidenced by its being specified in Schedule A to
this Agreement.


“Limited Use Issuer Free Writing Prospectus”
means any Issuer Free Writing Prospectus that is not a General Use Issuer Free
Writing Prospectus.


“Applicable Time” means      p.m. (New York City time) on the date of
this Agreement.


(b)  With respect to each Registration Statement,
at the time such Registration Statement initially became effective, at the time
of each amendment thereto for the purposes of complying with
Section 10(a)(3) of the Securities Act (whether by post-effective
amendment, incorporated report or form of prospectus) of the Effective Date
relating to the Securities, such Registration Statement conformed and will
conform in all material respects to the requirements of the Securities Act and
the rules and regulations of the Commission (“Rules and Regulations”),
and did not and will not include any untrue statement of a material fact or
omit to state any material fact required 



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to be stated therein or necessary to make the
statements therein not misleading.  The preceding sentence
does not apply to statements in or omissions from any prospectus included in
the Registration Statement or any Issuer Free Writing Prospectus in reliance
upon and in conformity with written information furnished to the Company by the
Placement Agent specifically for use therein, it being understood and agreed
that the only such information furnished by the Placement Agent consists of the
name of the Placement Agent and the eighth paragraph under “Plan of
Distribution” (the “Furnished Information”).  On the date of each Subscription
Agreement, such Registration Statement and the Prospectus will conform in all
material respects to the requirements of the Securities Act and the Rules and
Regulations, and neither of such documents will include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading.  The preceding sentence does not apply to statements in or
omissions from the Prospectus in reliance upon and in conformity with written
information furnished to the Company by the Placement Agent specifically for
use therein, it being understood and agreed that the only such information
furnished by the Placement Agent consists of the Furnished Information.


(c)  The date of
the Subscription Agreements is not more than three years subsequent to the more
recent of (i) the initial effective date of either Registration Statement and
(ii) December 1, 2005.


(d)  (i) With
respect to each Registration Statement, at the earliest time after the filing
of such Registration Statement that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) under the
Securities Act) of the Securities and (ii) at the date of the Subscription
Agreements,  the
Company was not and is not an “ineligible issuer,” as defined in Rule 405 (“Rule 405”)
under the Securities Act, including (x) the Company or any subsidiary in the
preceding three years not having been convicted of a felony or misdemeanor or
having been made the subject of a judicial or administrative decree or order as
described in Rule 405 and (y) the Company in the preceding three years not
having been the subject of a bankruptcy petition or insolvency or similar
proceeding, not having had a registration statement be the subject of a
proceeding under Section 8 of the Securities Act and not being the subject of a
proceeding under Section 8A of the Securities Act in connection with the
offering of the Securities, all as described in Rule 405.  The Company has been since the time of
initial filing of each Registration Statement and continues to be eligible to
use Form S-3 for the offering of the Securities.


(e)  As of the
Applicable Time and as of the time of Closing, neither (i) the General Use
Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time,
the Statutory Prospectus, and any documents listed in Schedule A attached to
this Agreement, all considered together (collectively, the “General
Disclosure Package”), nor (ii) any individual Limited Use Issuer Free
Writing Prospectus, when considered together with the General Disclosure
Package, included or will include any untrue statement of a material fact or
omitted or will omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.  As of its date and as of the time of
Closing, the Prospectus, when considered together with the General Disclosure
Package, did not and will not include any untrue 



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statement of a material fact and does not and
will not omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


(f)  Each Issuer
Free Writing Prospectus, as of its issue date and at all subsequent times
through the completion of the offer and sale of the Securities or until any
earlier date that the Company notified or notifies the Placement Agent as
described in the next sentence, did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information
then contained in the applicable Registration Statement.  If at any time following issuance of an
Issuer Free Writing Prospectus there occurred or occurs an event or development
as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information then contained in the applicable Registration
Statement or included or would include an untrue statement of a material fact
or omitted or would omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances prevailing at that
subsequent time, not misleading, (i) the Company has promptly notified or will
promptly notify the Placement Agent and (ii) the Company has promptly amended
or will promptly amend or supplement such Issuer Free Writing Prospectus to
eliminate or correct such conflict, untrue statement or omission.  The foregoing two sentences do not apply to
statements in or omissions from any Issuer Free Writing Prospectus in reliance
upon and in conformity with written information furnished to the Company by the
Placement Agent specifically for use therein, it being understood and agreed
that the only such information furnished by the Placement Agent consists of the
Furnished Information.


(g)  The Company
has been duly incorporated and is an existing corporation in good standing
under the laws of the State of Colorado, with corporate power and authority to
own its properties and conduct its business as described in the General
Disclosure Package.  The Company is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified or to be in good standing would not individually or in the aggregate
reasonably be expected to have a material adverse effect on the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries taken as a whole, or on the power or ability of
the Company to consummate the transactions contemplated by this Agreement and
the Subscription Agreements, including the issuance and sale of the Securities (“Material
Adverse Effect”).


(h)  Each
subsidiary of the Company has been duly organized and is an existing
corporation or limited liability company in good standing under the laws of the
jurisdiction of its organization, with power and authority (corporate and
other) to own its properties and conduct its business as described in the
General Disclosure Package.  Each
subsidiary of the Company is duly qualified to do business as a foreign entity
in good standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification, except
where the failure to be so qualified or to be in good standing would not
individually or in the aggregate reasonably be expected to have a Material
Adverse Effect.  All of the issued and
outstanding capital stock (or similar equity interests) of each subsidiary of
the Company has been duly 



 5
 









authorized and validly issued and is fully
paid and nonassessable.  The capital
stock (or similar equity interests) of each subsidiary owned by the Company,
directly or through subsidiaries, is owned free from liens, encumbrances and
defects, other than liens securing indebtedness described in the General
Disclosure Package.


(i)  The
Securities, the Warrant Shares and all other outstanding shares of capital
stock of the Company have been duly authorized;
all outstanding shares of capital stock of the Company are, and, when
the Shares have been delivered and paid for in accordance with the Subscription
Agreements on the Closing Date, such Shares will be, validly issued, fully paid
and nonassessable, will be consistent in all material respects with the information
in the General Disclosure Package and will conform in all material respects to
the description thereof contained in the Prospectus.  When the
Warrants are delivered and paid for pursuant to the Subscription Agreements,
such Warrants will be exercisable for Warrant Shares in accordance with the
terms thereof; the Warrant Shares initially issuable upon exercise of such
Warrants have been duly authorized and reserved for issuance upon such exercise
and, when issued upon such exercise and paid for in accordance with the
Warrant, will be validly issued, fully paid and nonassessable.  The stockholders of the Company have
no preemptive rights or other similar rights with respect to its Common Stock.


(j)  Except as
disclosed in the General Disclosure Package, there are no contracts, agreements
or understandings between the Company or any of its subsidiaries and any person
that would give rise to a valid claim against the Company or the Placement
Agent for a brokerage commission, finder’s fee or other like payment.


(k)  There are no
contracts, agreements or understandings between the Company and any person
granting such person the right to require the Company to file a registration
statement under the Securities Act with respect to any securities of the
Company or to require the Company to include securities in the securities
registered pursuant to either Registration Statement or in any securities being
registered pursuant to any other registration statement filed by the Company
under the Securities Act, except for any such contracts, agreements or
understandings with persons who have waived any such rights in writing.


(l)  The Total
Shares have been approved for listing on the American Stock Exchange (the “Stock
Exchange”), subject to official notice of issuance.


(m)  Neither the
Company nor any subsidiary is (i) in violation or breach of, or in default (or,
with the giving of notice or lapse of time, would be in default) (“Default”)
under, its charter or bylaws, (ii) in violation of, or Default under, any indenture,
mortgage, loan or credit agreement, deed of trust, note, contract, franchise,
lease or other agreement, obligation, condition, covenant or instrument to
which the Company or such subsidiary is a party or by which it may be bound, or
to which any of the property or assets of the Company or such subsidiary is
subject (each, an “Existing Instrument”), or (iii) in violation of any
statute, law, rule, regulation, judgment, order or decree (collectively, “Laws”)
of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority domestic or foreign (collectively,



 6
 









“Governmental Body”) having
jurisdiction over the Company or such subsidiary or any of its properties,
except with respect to clauses (ii) and (iii) only, for such Defaults or
violations as would not, individually or in the aggregate, have a Material
Adverse Effect.


(n)  No consent,
approval, authorization, or order of, or filing with, any Governmental Body is
required for the consummation of the transactions contemplated by the this
Agreement, the Warrants, the Escrow Agreement (as defined in Annex I to the
Subscription Agreements) or the Subscription Agreements, including the issuance
and sale of the Securities by the Company, except such as have been or will be
obtained and made under the Securities Act and state securities laws.


(o)  The execution,
delivery and performance of this Agreement, the Warrants, the Escrow Agreement
and the Subscription Agreements and the issuance and sale of the Securities
will not result in a breach or violation of any of the terms and provisions of,
or constitute a Default under, any Law, or any Existing Instrument, or the
charter or bylaws of the Company or any of its subsidiaries, other than any
such breach, violation or default that would not individually or in the
aggregate reasonably be expected to have a Material Adverse Effect.  The Company has full corporate power and
authority to authorize, issue and sell the Securities and Warrant Shares as
contemplated by this Agreement, the Warrants and the Subscription Agreements.


(p)  This Agreement
has been duly authorized, executed and delivered by the Company.  Each of the Escrow Agreement, the Warrants
and the Subscription Agreements has been duly authorized and, when executed and
delivered by the Company and each of the other parties thereto, will constitute
a valid and binding obligation of the Company enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally and equitable principles of general
applicability and except as rights to indemnification and contribution under
the Subscription Agreements and the Escrow Agreement may be limited under
applicable law.


(q)  Except as
disclosed in the General Disclosure Package (including by operation of
indebtedness described therein), the Company and its subsidiaries have good and
marketable title to all real properties and all other properties and assets
owned by them, in each case free from liens, encumbrances and defects that
would materially affect the value thereof or materially interfere with the use
made or to be made thereof by them. 
Except as disclosed in the General Disclosure Package, the Company and
its subsidiaries hold any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the
use made or to be made thereof by them.


(r)  The Company
and its subsidiaries possess adequate certificates, authorities or permits
issued by appropriate Governmental Bodies necessary to conduct the business now
operated by them and have not received any notice of proceedings relating to
the revocation or modification of any such certificate, authority or permit
that, if determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate reasonably be expected to have a Material
Adverse Effect.



 7
 









(s)  No labor
dispute with the employees of the Company or any subsidiary exists or, to the
knowledge of the Company, is imminent that would reasonably be expected to have
a Material Adverse Effect.


(t)  The Company
and its subsidiaries own, possess or believe they can acquire on reasonable
terms, adequate trademarks, trade names and other rights to inventions,
know-how, patents, copyrights, confidential information and other intellectual
property (collectively, “intellectual property rights”) necessary to
conduct the business now operated by them, or presently employed by them, and
have not received any notice of infringement of or conflict with asserted
rights of others with respect to any intellectual property rights that, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate reasonably be expected to have a Material
Adverse Effect.


(u)  Except as
disclosed in the General Disclosure Package, neither the Company nor any of its
subsidiaries is in violation of any Law relating to the use, disposal or
release of hazardous or toxic substances or relating to the protection or
restoration of the environment or human exposure to hazardous or toxic
substances  (collectively, “environmental
laws”), owns or operates any real property contaminated with any substance
that is subject to any environmental laws, is liable for any off-site disposal
or contamination pursuant to any environmental laws, or is subject to any claim
relating to any environmental laws, which violation, contamination, liability
or claim would individually or in the aggregate reasonably be expected to have
a Material Adverse Effect.  The Company
is not aware of any pending investigation which might lead to such a claim.


(v)  Except as
disclosed in the General Disclosure Package, there are no pending actions,
suits or proceedings against or affecting the Company, any of its subsidiaries
or any of their respective properties that, if determined adversely to the
Company or any of its subsidiaries, would individually or in the aggregate
reasonably be expected to have a Material Adverse Effect, or which are
otherwise material in the context of the sale of the Securities; and no such
actions, suits or proceedings are to the Company’s knowledge threatened.


(w)  The financial
statements included in the Registration Statement and General Disclosure
Package present fairly in all material respects the financial position of the
Company and its consolidated subsidiaries as of the dates shown and their
results of operations and cash flows for the periods shown, and such financial
statements have been prepared in conformity with the generally accepted
accounting principles in the United States applied on a consistent basis and
comply as to form with the applicable accounting requirements of the Securities
Act; any schedules included in the Registration Statement present fairly in all
material respects the information required to be stated therein; and the assumptions used in preparing the pro forma
financial statements included in the Registration Statement and the General
Disclosure Package provide a reasonable
basis for presenting the significant effects directly attributable to the
transactions or events described therein, the related pro forma adjustments
give appropriate effect to those assumptions, and the pro forma columns therein
reflect the proper application of those 



 8
 









adjustments to
the corresponding historical financial statement amounts.  No other financial statements or supporting
schedules are required to be included or incorporated by reference in the
Registration Statements.


(x)            Ehrhardt Keefe Steiner & Hottman PC, who
have expressed their opinion with respect to the financial statements (which
term as used in this Agreement includes the related notes thereto) and
supporting schedules (other than the financial statements referred to in
paragraph (y) below) filed with the Commission as a part of the Registration
Statement and included in the General Disclosure Package and the Prospectus,
are an independent public accounting firm with respect to the Company as
required by the Securities Act and the Securities Exchange Act of 1934 (the “Exchange
Act”) and the applicable published rules and regulations thereunder.


(y)           KPMG LLP, who have expressed their opinion with
respect to the financial statements (which term as used in this Agreement
includes the related notes thereto) and supporting schedules of Royster-Clark
Nitrogen, Inc. (a wholly owned subsidiary of Royster-Clark, Inc.) as of
December 31, 2005 and 2004 and for the 163-day period ended December 31, 2005,
the 202-day period ended July 21, 2005 and the years ended December 31, 2004
and 2003, filed with the Commission as a part of the Registration Statement and
included in the General Disclosure Package and the Prospectus, are an
independent public accounting firm with respect to the Company as required by
the Securities Act and the Exchange Act and the applicable published rules and
regulations thereunder.


(z)            Except as disclosed in the General
Disclosure Package, since the date of the latest audited financial statements
included in the General Disclosure Package, there has been no material adverse
change, nor any development or event involving a prospective material adverse
change, in the condition (financial or other), business, properties or results
of operations of the Company and its subsidiaries taken as a whole, and there has
been no dividend or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.


(aa)  The Company
is subject to the reporting requirements of either Section 13 or Section 15(d)
of the Exchange Act and files reports with the Commission on the Electronic
Data Gathering, Analysis, and Retrieval (EDGAR) system.


(bb)  The Company
is not and, after giving effect to the offering and sale of the Securities and
the application of the proceeds thereof as described in the General Disclosure
Package, will not be an “investment company” as defined in the Investment
Company Act of 1940.


(cc)         The Company has not taken and will not take,
directly or indirectly, any action designed to or that might be reasonably
expected to cause or result in stabilization or manipulation of the price of
the Common Stock to facilitate the sale or resale of the Securities.  The Company acknowledges that the Placement
Agents may engage in passive market making transactions in the Shares on the
Stock Exchange in accordance with Regulation M under the Exchange Act.



 9
 









(dd)         There are no business relationships or related
party transactions involving the Company or the Subsidiary or any other person
required to be described in the General Disclosure Package or the Prospectus
that have not been described as required.


(ee)         The Company maintains (i) effective internal
control over financial reporting as defined in Rule 13a-15 under the Exchange
Act, and (ii) a system of internal accounting controls sufficient to provide
reasonable assurance that (A) transactions are executed in accordance with
management’s general or specific authorizations; (B) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (C) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences.


(ff)           Since the end of the Company’s
most recent audited fiscal year, there has been (i) to the Company’s knowledge,
no material weakness in the Company’s internal control over financial reporting
(whether or not remediated) and (ii) no change in the Company’s internal
control over financial reporting that has materially adversely affected, or is
reasonably likely to materially adversely affect, the Company’s internal control
over financial reporting.


(gg)         Each
present director of the Company either (a) signed the Form 10-K for the year
ended September 30, 2006 or (b) has consented to be identified as a director of
the Company in a report filed under the Exchange Act and incorporated by
reference in the Prospectus.


Section
3.  Covenants of the Company. 
The Company covenants and agrees with the Placement Agent as follows:


(a)  The Company has filed or will file each
Statutory Prospectus (including the Prospectus) pursuant to and in accordance
with Rule 424(b)(2) (or, if applicable and consented to by the Placement Agent,
subparagraph (5)) not later than the second business day following the earlier
of the date it is first used or the date of the Subscription Agreements.  The Company has complied and will comply with
Rule 433.


(b)  The Company will advise the Placement Agent
promptly of any proposal to amend or supplement either Registration Statement
or any Statutory Prospectus prior to the Closing Date (including by incorporation
by reference of any report filed under the Exchange Act) and will afford the
Placement Agent a reasonable opportunity to comment on any such proposed
amendment or supplement; and the Company will also advise the Placement Agent
promptly of the filing of any such amendment or supplement and of the
institution by the Commission of any stop order proceedings in respect of
either Registration Statement or of any part thereof and will use its best
efforts to prevent the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.



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(c)  If, at any time when a prospectus relating to
the Securities is required to be delivered by the Placement Agent or dealer in
connection with the Offering, any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend the Prospectus
to comply with the Securities Act, the Company promptly will notify the
Placement Agent of such event and will promptly prepare and file with the
Commission, at its own expense, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance.  Neither the Placement Agent’s
consent to, nor the Placement Agent’s delivery of, any such amendment or
supplement shall constitute a waiver of any of the conditions set forth in
Section 5 hereof.


(d)   As soon as practicable, but not later
than 16 months, after the date of each Subscription Agreement, the Company will
make generally available to its securityholders an earning statement covering a
period of at least 12 months beginning after the date of such Subscription
Agreement and satisfying the provisions of Section 11(a) of the Securities Act.


(e)   The Company will furnish to the
Placement Agent copies of each Registration Statement, including all exhibits,
any related preliminary prospectus, any related preliminary prospectus
supplement, the Prospectus and all amendments and supplements to such
documents, in each case as soon as available and in such quantities as the
Placement Agent reasonably requests.  The
Company will pay the expenses of printing and distributing to the Placement
Agent and Purchasers all such documents.


(f)            The Company shall cooperate with the Placement
Agent and counsel for the Placement Agent to qualify or register the Securities
for sale under (or obtain exemptions from the application of) the state
securities or blue sky laws of those jurisdictions within the United States
designated by the Placement Agent, shall comply with such laws and shall
continue such qualifications, registrations and exemptions in effect so long as
required for the distribution of the Securities.  The Company shall not be required to qualify
as a foreign corporation or to take any action that would subject it to general
service of process in any such jurisdiction where it is not presently qualified
or where it would be subject to taxation as a foreign corporation where it is
not now so subject.  The Company will
advise the Placement Agent promptly of the suspension of the qualification or
registration of (or any such exemption relating to) the Securities for
offering, sale or trading in any jurisdiction or any initiation or threat of
any proceeding for any such purpose, and in the event of the issuance of any
order suspending such qualification, registration or exemption, the Company
shall use its commercially reasonable efforts to obtain the withdrawal thereof
as promptly as reasonably practicable.


(g)  The Company
will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute,
under the Exchange Act or otherwise, the stabilization or manipulation of the
price of any securities of the Company to facilitate the sale or resale of the
Securities.



 11
 









The Placement Agent may, in its sole
discretion, waive in writing the performance by the Company of any one or more
of the foregoing covenants or extend the time for their performance.


Section
4.  Free Writing Prospectuses.


(a)  The Company represents and agrees that,
unless it obtains the prior consent of the Placement Agent, and the Placement
Agent represents and agrees that, unless it obtains the prior consent of the
Company, it has not made and will not make any offer relating to the Securities
that would constitute an Issuer Free Writing Prospectus, or that would
otherwise constitute a “free writing prospectus,” as defined in Rule 405,
required to be filed with the Commission. 
Any such free writing prospectus consented to by the Company and the
Placement Agent is hereinafter referred to as a “Permitted Free Writing
Prospectus.”  The Company represents
that it has treated and agrees that it will treat each Permitted Free Writing
Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and
has complied and will comply with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including timely
Commission filing where required, legending and record keeping.


(b)  If so indicated in the Subscription
Agreements, the Company will prepare a final term sheet relating to the
Securities, containing only information that describes the final terms of the
Securities and otherwise in a form consented to by the Placement Agent, and
will file such final term sheet within the period required by Rule
433(d)(5)(ii) following the date such final terms have been established for the
offering of the Securities.  Any such
final term sheet is an Issuer Free Writing Prospectus and a Permitted Free
Writing Prospectus for purposes of this Agreement.  The Company also consents to the use by the
Placement Agent of a free writing prospectus that contains only (i)(x)  information describing the
preliminary terms of the Securities or their offering or (y) information that
describes the final terms of the Securities or their offering and that is
included in the final term sheet of the Company contemplated in the first
sentence of this subsection or (ii) other information that is not “issuer
information,” as defined in Rule 433, it being understood that any such free
writing prospectus referred to in clauses (i) or (ii) above shall not be an
Issuer Free Writing Prospectus for purposes of this Agreement.


Section 5.  Payment of Expenses.  The Company
agrees to pay all costs, fees and expenses incurred in connection with the
performance of its obligations hereunder and in connection with the
transactions contemplated hereby, including without limitation (i) all expenses
incident to the issuance and delivery of the Securities (including all printing
and engraving costs), (ii) all fees and expenses of the registrar and transfer
agent of the Common Stock and the Warrants, (iii) all necessary issue, transfer
and other stamp taxes in connection with the issuance and sale of the
Securities to the Purchasers, (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors,
(v) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of each Registration Statement (including
financial statements, exhibits, schedules, consents and certificates of
experts), each Statutory Prospectus and the Prospectus, and all amendments and
supplements thereto, and this Agreement, (vi) all filing fees, attorneys’ fees
and expenses incurred by the Company in connection with qualifying or
registering (or obtaining 



 12
 









exemptions from the qualification or registration of) all or any part
of the Securities for offer and sale under the state securities or blue sky
laws, and, if requested by the Placement Agent, preparing and printing a “Blue
Sky Survey” or memorandum, and any supplements thereto, advising the Placement
Agent of such qualifications, registrations and exemptions, provided that the
Placement Agent shall consult with the Company prior to incurring any such
costs (vii) the fees and
expenses associated with listing of the Total Shares on the Stock Exchange, if
any, (viii) the escrow agent fees due pursuant to the Escrow Agreement,
and (ix) all other fees, costs and expenses referred to in
Item 14 of Part II of the Registration Statement


Section 6.  Conditions of the Obligations of
the Placement Agent.  The obligations of the Placement Agent
hereunder shall be subject to the accuracy of the representations and
warranties on the part of the Company set forth in Section 2 hereof as of the
date hereof and as of the Closing Date as though then made and the accuracy of
the statements of the Company made in any certificates pursuant to the
provisions hereof, to the timely performance by the Company of its covenants
and other obligations hereunder, and to each of the following additional
conditions:


(a)           On or prior to the date of the Subscription
Agreements, the Placement Agent shall have received a letter, dated the date of
delivery thereof, of Ehrhardt Keefe Steiner & Hottman P.C. substantially in
the form of Exhibit B-1 hereto.


(b)  On or prior to the date of the Subscription
Agreements, the Placement Agent shall have received a letter, dated the date of
delivery thereof, of KPMG LLP substantially in the form of Exhibit B-2
hereto.


(c)    The Prospectus shall have been
filed with the Commission in accordance with the Rules and Regulations and
Section 4(a) of this Agreement.  No
stop order suspending the effectiveness of the Registration Statement or of any
part thereof shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Company or the Placement
Agent, shall be contemplated by the Commission.


(d)  Subsequent to the execution of the Subscription
Agreements, there shall not have occurred (i) any change, or any
development or event involving a prospective change, in the condition
(financial or other), business, properties or results of operations of the
Company and its subsidiaries taken as one enterprise which, in the judgment of
the Placement Agent, is material and adverse and makes it impractical or
inadvisable to proceed with completion of the sale of and payment for by the
Purchasers of the Securities; (ii) any downgrading in the rating of any
debt securities of the Company by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) under the Securities
Act), or any public announcement that any such organiza­tion has under
surveillance or review its rating of any debt securities of the Company (other
than an announcement with positive impli­cations of a possible upgrading, and
no implication of a possible down­grading, of such rating) or any announcement
that the Company has been placed on negative outlook; (iii) any change in
U.S. or international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of the Placement
Agent, be likely to prejudice materially the success of the proposed issue,
sale or disposition of the Securities 



 13
 









in the secondary market; (iv) any material
suspension or material limitation of trading in securities generally on either
the New York Stock Exchange or the Stock Exchange, or any setting of minimum
prices for trading on such exchange; (v) or any suspension of trading of any
securities of the Company on any exchange or in the over-the-counter market;
(vi) any banking moratorium declared by U.S. Federal or New York
authorities; (vii) any major disruption of settlements of securities or
clearance services in the United States or (viii) any attack on, outbreak
or escalation of hostilities or act of terrorism involving the United States,
any declaration of war by Congress or any other national or international
calamity or emergency if, in the judgment of the Placement Agent, the effect of
any such attack, outbreak, escalation, act, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with the sale of and payment by
the Purchasers for the Securities.


(e)  The Placement Agent shall have received an
opinion, dated the Closing Date, of Latham & Watkins LLP, counsel for the
Company, to the effect that:


(i)            Based on certificates from public officials, the
Company is qualified to do business in California;


(ii)           Based solely on a certificate of an officer of the
Company as to factual matters and a review of a list of specified agreements
attached as an exhibit to such opinion (the “Specified Agreements”), the
Company is not a party to any agreement that would require the inclusion in
either Registration Statement of Common Stock or other securities owned by any
person or entity other than the Company, other than such Specified Agreements
for which the Company has a written waiver from the other party to such
agreement waiving its rights to require the inclusion of its Common Stock or
other securities in each Registration Statement;


(iii)          The Company is not, and immediately after giving
effect to the sale of the Securities in accordance with the Subscription
Agreements and the application of the proceeds as described in the General
Disclosure Package and in the Prospectus under the caption “Use of Proceeds,”
will not be required to be, registered as an “investment company” within the
meaning of the Investment Company Act of 1940, as amended;


(iv)           The execution and delivery of the this Agreement,
the Warrants, the Escrow Agreement and the Subscription Agreements and the
issuance and sale of the Securities by the Company to the Purchasers pursuant to
the Subscription Agreements on the date hereof do not:


(A)          result in the breach of or a default
under any of the Specified Agreements; or


(B)           violate any federal or New York
statute, rule or regulation applicable to the Company; or


(C)           require any consents, approvals, or
authorizations to be obtained by the Company from, or any registrations,
declarations or filings to be 



 14
 









made by the Company with, any governmental
authority under any federal or New York statute, rule or regulation applicable
to the Company that have not been obtained or made;


(v)           The Registration Statements have become effective
under the Securities Act.  Based solely
on a telephonic confirmation by a member of the Staff of the Commission on the
Closing Date, such counsel confirms that no stop order suspending the
effectiveness of the Registration Statement, or any part thereof, has been
issued under the Securities Act and no proceedings therefor have been initiated
or are pending by the Commission.  Any
required filing of the Prospectus pursuant to Rule 424 under the Securities Act
has been made in accordance with Rule 424 under the Securities Act;


(vi)          Each Registration Statement, as of the date of the
Prospectus, and the Prospectus, as of its date, appeared on their face to be
appropriately responsive in all material respects to the requirements for
registration statements on Form S-3 under the Securities Act and the rules and
regulations of the Commission thereunder; it being understood, however, that
such counsel expresses no opinion with respect to Regulation S-T or the
financial statements, schedules, or other financial data, included in,
incorporated by reference in, or omitted from, the Registration Statement or
the Prospectus.  For purposes of this
paragraph, such counsel may assume that the statements made in each
Registration Statement and the Prospectus are correct and complete;


(vii)         Based solely upon a certificate of an officer of the
Company as to factual matters, there are no contracts or documents of a
character required to be described in the Registration Statements or Prospectus
or to be filed as exhibits to the Registration Statements that are not
described or filed;


(viii)        The statements in the Prospectus
under the caption “Description of the Warrants” are accurate in all material
respects;


(ix)           Based on the participation, review and reliance as
described by such counsel in the letter it delivers to the Placement Agent,
such counsel shall advise the Placement Agent that no facts came to their
attention that caused them to believe that:


(A)  the Registration Statements, on the date of
the Prospectus, including the information deemed to be a part of the applicable
Registration Statement pursuant to Rule 430B under the Securities Act (together
with the incorporated documents at that time), contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;


(B)  the Statutory Prospectus, as of the
Applicable Time (together with the incorporated documents at that date), when
taken together with the pricing information listed in Annex A to such letter,
contained an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or



 15
 









(C)  the Prospectus, as of its date or as of the
date hereof, (together with the incorporated documents at that those dates),
contained or contains an untrue statement of a material fact or omitted or
omits to state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;


it
being understood that such counsel need not express a belief with respect to
the financial statements, schedules, or other financial data included or
incorporated by reference in, or omitted from, the Registration Statements, any
Statutory Prospectus, the pricing information listed in Annex A to such counsel’s
letter, the Prospectus, or the Incorporated Documents.


(f)  The Placement Agent shall
have received an opinion, dated the Closing Date, of Holland & Hart LLP,
counsel for the Company, to the effect that:


(i)            The Company has been duly
incorporated and is an existing corporation in good standing under the laws of
the State of Colorado, with corporate power and authority to own its properties
and conduct its business as described in the Prospectus;


(ii)           Each of Rentech Services
Corporation and Rentech Development Corporation has been duly incorporated and
is an existing corporation in good standing under the laws of the State of
Colorado, with corporate power and authority to own its properties and conduct
its business as described in the Prospectus and the Officers’ Certificate.  Sand Creek Energy, LLC has been duly formed
and is an existing limited liability company in good standing under the laws of
the State of Colorado, with the limited liability company power and authority
to own its properties and conduct its business as described in the Manager’s
Certificate;


(iii)          The shares of Common Stock described in the
introductory paragraph of this Agreement have been duly authorized and, when
such shares are delivered and paid for in accordance with the Subscription
Agreements on the Closing Date, such shares will be validly issued, fully paid
and nonassessable; such shares will be accompanied by the Rights; and the
shareholders of the Company have no preemptive rights with respect to such shares
offered pursuant to the Prospectus under the Articles of Incorporation, Bylaws
or pursuant to the Colorado Business Corporation Act;


(iv)          The shares of Common Stock initially issuable upon
exercise of the Warrants have been duly authorized and reserved for issuance
upon exercise of the Warrants and, when issued upon such exercise in accordance
with the Warrants, will be validly issued, fully paid and nonassessable; as of
the date hereof, such shares would be accompanied by the Rights; and as of the
date hereof, the shareholders of the Company have no preemptive rights with
respect to the Warrants or such shares, under the Articles of Incorporation,
Bylaws or pursuant to the Colorado Business Corporation Act;


(v)           The statements in the Prospectus under the captions
“Description of Common Stock” and “Certain Provisions of Colorado Law and Our
Charter and Bylaws,” 



 16
 









to the extent
that they purport to describe or summarize certain provisions of the Articles
of Incorporation or Bylaws or Colorado law referred to therein, are accurate
descriptions or summaries in all material respects;


(vi)          The execution, delivery and performance of this
Agreement, the Warrants, the Escrow Agreement and the Subscription Agreements
and the sale of the shares described in (iii) and (iv) above and the Warrants will
not result in a breach or violation of the Articles of Incorporation or bylaws
of the Company, and the Company has full corporate power and authority to
authorize, issue and sell such shares and Warrants as contemplated by this
Agreement, the Warrants and the Subscription Agreements;


(vii)         This Agreement, the Warrants, the Escrow Agreement
and the Subscription Agreements have been duly authorized, executed and
delivered by the Company;


(viii)        The issuance and sale of the shares
described in (iii) and (iv) above and the Warrants and the issuance of the shares
initially issuable upon exercise of the Warrants does not require any consent,
approval, or authorization to be obtained by the Company from, or any
registrations or filings to be made by the Company with, any governmental
authority under any Colorado statute, rule or regulation applicable to the
Company, except such as may be required under the Colorado Securities Act, as
amended, and except with respect to any consent, approval, authorization,
registrations or filings as may be required as a result of the Company’s
properties and the nature of the business as conducted by the Company; and


(ix)           The execution, delivery and performance of this
Agreement, the Warrants, the Escrow Agreement and the Subscription Agreements
and the issuance and sale of the shares described in (iii) and (iv) above and
the Warrants and the issuance of the shares initially issuable upon exercise of
the Warrants will not result in a breach or violation of any statute, rule or
regulation of the State of Colorado, except that no opinion need be expressed
as to securities registration requirements or as to any statute, rule or
regulation that applies as a result of the properties of the Company or its
subsidiaries or the nature of the business as conducted by the Company or its
subsidiaries.


(g)  The Placement Agent shall have received
from Proskauer Rose LLP, counsel for the Placement Agent, such opinion or
opinions, dated the Closing Date, with respect to the validity of the
Securities, the Registration Statements, the General Disclosure Package, the
Prospectus and other related matters as the Placement Agent may require, and
the Company shall have furnished to such counsel such documents as they request
for the purpose of enabling them to pass upon such matters.


(h)   The
Placement Agent shall have received a certificate, dated the Closing Date, of
the President or any Vice President and a principal financial or accounting
officer of the Company in which such officers, to the best of their knowledge
after reasonable investigation, shall state, on behalf of the Company, that:



 17
 









(i) the
representations and warranties of the Company in this Agreement are true and
correct;


(ii)
the Company has complied with all agreements and satisfied all conditions on
its part to be performed or satisfied hereunder at or prior to the Closing
Date;


(iii)
no stop order suspending the effectiveness of the Registration Statement or of
any part thereof has been issued and no proceedings for that purpose have been
instituted or are contemplated by the Commission;


(iv)
subsequent to the date of the most recent financial statements in the General
Disclosure Package, there has been no material adverse change, nor any
development or event involving a prospective material adverse change, in the
condition (financial or other), business, properties or results of operations
of the Company and its subsidiaries taken as a whole except as set forth in the
General Disclosure Package or as described in such certificate; and


(v)
such other information as the Placement Agent may reasonably request.


(i)  The Placement Agent shall have received a
letter, dated the Closing Date, of Ehrhardt Keefe Steiner & Hottman PC
which meets the requirements of subsection (a) of this Section, except that the
specified date referred to in such subsection will be a date not more than
three days prior to the Closing Date for the purposes of this subsection.


(j)  The Placement Agent shall have received a
letter, dated the Closing Date, of KPMG LLP which meets the requirements
of subsection (b) of this Section, except that the specified date referred to
in such subsection will be a date not more than three days prior to the Closing
Date for the purposes of this subsection.


(k)  The Shares and
Warrant Shares shall have been approved for listing on the Stock Exchange,
subject to official notice of issuance.


(l)  On or before
the Closing Date, the Company shall have entered into (i) the Subscription
Agreements with each of the Purchasers, and (ii) the Escrow Agreement with the
Placement Agent and the escrow agent named therein, and such agreements shall
be in full force and effect, and the Company shall have executed and delivered
the Warrants.


Section 7.  Reimbursement of Placement Agent’s
Expenses.  If the sale to the Purchasers of the
Securities on the Closing Date is not consummated because of any refusal,
inability or failure on the part of the Company to perform any agreement herein
or to comply with any provision hereof (including the provisions of Section 6
hereof), the Company agrees to reimburse the Placement Agent, upon demand for
all out-of-pocket expenses that have been reasonably incurred by the Placement
Agent in connection with the proposed purchase and the offering and sale of the
Securities, including but not limited to fees and disbursements of counsel,
printing expenses, travel expenses, postage, facsimile and telephone charges.



 18
 









Section 8.  Indemnification and
Contribution.  (a) The Company will indemnify and
hold harmless the Placement Agent, its partners, members, directors, officers
and its affiliates and each person, if any, who controls the Placement Agent
within the meaning of Section 15 of the Securities Act, (collectively, the “Placement
Agent Indemnified Parties”) against any losses, claims, damages or liabilities,
joint or several, to which the Placement Agent may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statements at any time, any Statutory Prospectus at any time, the
Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Placement Agent for any legal or other
out-of-pocket expenses reasonably incurred by the Placement Agent in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with written information furnished to the
Company by the Placement Agent through the Placement Agent, if any,
specifically for use therein, it being understood and agreed that the only such
information furnished by the Placement Agent consists of the Furnished
Information.


(b)           The Placement Agent will indemnify and
hold harmless the Company, its directors and officers and each person, if any,
who controls the Company within the meaning of Section 15 of the Act
(collectively, the “Company Indemnified Parties” and together with the
Placement Agent Indemnified Parties, the “Indemnified Parties”) , against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement at any time, any Statutory Prospectus at any time,
the Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information, if any,
furnished to the Company by the Placement Agent specifically for use therein,
and will reimburse any legal or other out-of-pocket expenses reasonably
incurred by the Company in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it
being understood and agreed that the only such information furnished by the Placement
Agent consists of the Furnished Information.


(c)           Promptly after receipt by an Indemnified
Party under this Section of notice of the commencement of any action, such Indemnified
Party will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the failure to
notify the indemnifying party shall not relieve it from any liability that it
may have under subsection (a) or (b) above except to the extent that it has
been materially prejudiced by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any
liability that it may have to an 



 19
 









Indemnified Party otherwise than under subsection (a) or
(b) above.  In case any such action is
brought against any Indemnified Party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such Indemnified Party (who shall not, except with the
consent of the Indemnified Party, be counsel to the indemnifying party), and
after notice from the indemnifying party to such Indemnified Party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such Indemnified Party under this Section for any legal or other
expenses subsequently incurred by such Indemnified Party in connection with the
defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending or threatened action in respect of which any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such Indemnified
Party unless such settlement (i) includes an unconditional release of such Indemnified
Party from all liability on any claims that are the subject matter of such
action and (ii) does not include a statement as to, or an admission of, fault,
culpability or a failure to act by or behalf of an Indemnified Party.


(d)           If the indemnification provided for
in this Section is unavailable or insufficient to hold harmless an Indemnified
Party under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such Indemnified Party as a result
of the losses, claims, damages or liabilities referred to in subsection (a) or
(b) above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Placement Agent on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and the
Placement Agent on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. 
The relative benefits received by the Company on the one hand and the
Placement Agent on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions
received by the Placement Agent.  The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Placement Agent and the parties’ relative intent, knowledge,
access to informa­tion and opportunity to correct or prevent such untrue
statement or omission.  The amount paid
by an Indemnified Party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such Indemnified
Party in connection with investigating or defending any action or claim which
is the subject of this subsection (d). 
Notwithstanding the provisions of this subsection (d), the Placement
Agent shall not be required to contribute any amount in excess of the placement
agent fees received by the Placement Agent in connection with the
Offering.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.



 20
 









(e)           The obligations of the Company under
this Section shall be in addition to any liability which the Company may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Placement Agent within the meaning of the
Securities Act; and the obligations of the Placement Agent under this Section
shall be in addition to any liability which the Placement Agent may otherwise
have and shall extend, upon the same terms and conditions, to each director of
the Company, to each officer of the Company who has signed the Registration
Statements and to each person, if any, who controls the Company within the
meaning of the Securities Act.


Section
9.  Termination;
Survival of Certain Representations and Obligations.   If any condition specified in Section 6 is
not satisfied when and as required to be satisfied, when and as required to be
satisfied, this Agreement may be terminated by the Placement Agent by notice to
the Company at any time on or prior to the Closing Date.  The Company may terminate this Agreement at
any time prior to execution of a Subscription Agreement upon written notice to
the Placement Agent.  Any termination
pursuant to this Section 9 shall be without liability on the part of any party
to any other party, except that Section 5, Section 7, Section 8, Section 
9, Section 10 and Section 11 shall at all times be effective and
shall survive such termination. The respective indemnities, agreements,
representations, warranties and other statements of the Company or its officers
and of the Placement Agent set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation, or statement
as to the results thereof, made by or on behalf of the Placement Agent, the
Company or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the
Securities.  If for any reason the
purchase of the Securities by the Placement Agent is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by
it pursuant to Section 5 or Section 7 and the respective rights and obligations
of the Company and the Placement Agent pursuant to Section 8 shall remain in
effect.


Section 10.  Notices.  All
communications hereunder shall be in writing and shall be mailed, hand
delivered or telecopied and confirmed to the parties hereto as follows:


If to
the Placement Agent:


Credit Suisse Securities
(USA) LLC


11 Madison Avenue


New York, New York  10010

Attention:  LCD – IBD


 


with a copy to:


Proskauer
Rose LLP


2049
Century Park East, Suite 32


Los
Angeles, CA 90067


Attention:  Michael A. Woronoff, Esq.



 21
 









If to
the Company:


Rentech, Inc.


10877
Wilshire Blvd, Suite 710


Los
Angeles, CA 90024


Attention:  General
Counsel


with a copy to:


Latham
& Watkins LLP


140
Scott Drive


Menlo
Park, California  94025


Attention:  Anthony
J. Richmond, Esq.


Section
11.             Successors.  This Agreement will inure to the benefit of
and be binding upon the Company and the Placement Agent and their respective
successors and the officers and directors and controlling persons referred to
in Section 8, and no other person will have any right or obligation
hereunder.


Section 12.  Partial Unenforceability.  The
invalidity or unenforceability of any Section, paragraph or provision of this
Agreement shall not affect the validity or enforceability of any other Section,
paragraph or provision hereof.  If any
Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and
enforceable.


Section 13.  Absence of Fiduciary Relationship.  The Company acknowledges and
agrees that:


(a)    the Placement Agent has
been retained solely to act as placement agent in connection with the sale of
Securities and that no fiduciary, advisory or agency relationship between the
Company and the Placement Agent has been created in respect of any of the
transactions contemplated by this Agreement, irrespective of whether the
Placement Agent has advised or is advising the Company on other matters;


(b)   the price of the Securities
set forth in the Subscription Agreement was established by the Company
following discussions and arms-length negotiations with the Placement Agent and
the Company is capable of evaluating and understanding and understands and
accepts the terms, risks and conditions of the transactions contemplated by
this Agreement and the Subscription Agreement;


(c)    the Company has been
advised that the Placement Agent and its affiliates are engaged in a broad
range of transactions which may involve interests that differ from those of the
Company and that the Placement Agent has no obligation to disclose such
interests and transactions to the Company by virtue of any fiduciary, advisory
or agency relationship; and



 22
 









(d)   the Company waives, to the
fullest extent permitted by law, any claims it may have against the Placement
Agent for breach of fiduciary duty or alleged breach of fiduciary duty and
agrees that the Placement Agent shall have no liability (whether direct or
indirect) to the Company in respect of such a fiduciary duty claim or to any
person asserting a fiduciary duty claim on behalf of or in right of the
Company, including stockholders, employees or creditors of the Company.


Section
14.  Applicable Law. 
This Agreement and the Subscription Agreements shall be governed by, and
construed in accordance with, the laws of the State of New York, without regard
to principles of conflicts of laws.


The Company hereby submits to the non-exclusive
jurisdiction of the Federal and state courts in the Borough of Manhattan in The
City of New York in any suit or proceeding arising out of or relating to the
Subscription Agreements (including the provisions of this Agreement) or the
transactions contemplated thereby.


Section 15.  General Provisions.  This
Agreement constitutes the entire agreement of the parties to this Agreement and
supersedes all prior written or oral and all contemporaneous oral agreements,
understandings and negotiations with respect to the subject matter hereof.  This Agreement may be executed in two or more
counterparts, each one of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.  This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein
(express or implied) may be waived unless waived in writing by each party whom
the condition is meant to benefit.  The
Section headings herein are for the convenience of the parties only and shall
not affect the construction or interpretation of this Agreement.


Each of
the parties hereto acknowledges that it is a sophisticated business person who
was adequately represented by counsel during negotiations regarding the
provisions hereof, including, without limitation, the indemnification and
contribution provisions of Section 8, and is fully informed regarding said
provisions.  Each of the parties hereto
further acknowledges that the provisions of Section 8 hereto fairly
allocate the risks in light of the ability of the parties to investigate the
Company, its affairs and its business in order to assure that adequate
disclosure has been made in the Registration Statements, any Statutory Prospectus,
the Prospectus (and any amendments and supplements thereto) and any Issuer Free
Writing Prospectus as required by the Securities Act and the Exchange Act.



 23

















If the foregoing is in accordance
with your understanding of our agreement, kindly sign and return to the Company
the enclosed copies hereof, whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its
terms.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  RENTECH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Merrick Kerr

  	
   

  
	
   

  	
   Title: Executive VP, CFO

  



 


The foregoing Placement Agent
Agreement is hereby confirmed and accepted by the Placement Agent as of the
date first above written.


	
  By Credit Suisse Securities (USA) LLC

  
	
   

  
	
  By:

  	
  /s/ Joe Reece

  	
   

  
	
   

  	
  Name: Joe Reece

  	
   

  
	
   

  	
  Title: Managing Director