Item 1.01 Entry Into a Material Definitive Agreement.
On October 13, 2009, two of Rentech, Inc.'s subsidiaries, Rentech Energy Midwest Corporation ("REMC") and Rentech Development Corporation ("RDC"), and Agrium U.S. Inc. ("Agrium") entered into an Amendment to the Distribution Agreement ("Amendment"), which amends certain provisions of the Distribution Agreement, dated as of April 26, 2006, among RDC and Agrium, as successor in interest to Royster-Clark Resources LLC (the "Distribution Agreement").
Pursuant to the terms of the Amendment, RDC assigned all of its right, title and interest under the Distribution Agreement to REMC. The Amendment further provides that if Agrium Inc. consummates its proposed acquisition of CF Industries Holdings, Inc., then Agrium's appointment under the Distribution Agreement as REMC's exclusive distributor of certain of REMC's products will terminate. Among other things, the Amendment also clarifies REMC's payment obligations following the effective time of such acquisition and Agrium's obligations in connection with the termination of its services to REMC. REMC's marketing team, which currently works in conjunction with Agrium in marketing existing REMC product sales, is confident that there will be no material impact on the sales, timing and pricing of products in the event the exclusive distribution arrangement is terminated. Prior to entering into the Distribution Agreement with Agrium, REMC's marketing team was responsible for all sales and distribution of REMC product sales.

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