RTK Rentech, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2015 (December 10, 2015)

RENTECH, INC.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code): (310) 571-9800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2015 Rentech, Inc. and Drax Power Limited (“Drax”) entered into an amendment (the “Amendment”) to the Agreement for the Sale and Purchase of Biomass, dated May 1, 2013 (as has been amended, modified or supplemented, the “Supply Agreement”), to move up the commencement of Delivery Year 3 (as is defined in the Supply Agreement) from January 1, 2016 to the earlier date of December 15, 2015 and to divide the first supra-max size shipment under the Supply Agreement into two smaller shipments.  The Amendment gives the parties more flexibility on the timing and amount of the initial shipments of wood pellets to Drax, but does not modify the total amount of wood pellets that we will provide to Drax under the Supply Agreement in Delivery Year 3.

This Current Report on Form 8-K contains only a summary of the Amendment.  The summary does not purport to be a complete summary of the Amendment and is qualified in its entirety by reference to the Amendment, which is filed hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

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

Exhibit 10.1

Execution Version

December 10, 2015

Drax Power Limited

Drax Power Station

Selby, North Yorkshire

YO8 8PH, United Kingdom

Attn: Louise Neve

Re:Agreement for the Sale and Purchase of Biomass dated May 1, 2013

Fifth Amendment

Dear Head of Back Office:

Reference is made to that certain Agreement for the Sale and Purchase of Biomass (the “Agreement”) dated May 1, 2013, by and between Drax Power Limited (“DPL”) and RTK WP Canada, ULC (“RTK”), as amended by letter agreements dated September 23, 2013, February 11, 2014, February 25, 2015 and August 7 2015, and under which Rentech, Inc. (the “Guarantor”) guaranteed certain obligations of RTK by way of a Parent Company Guarantee dated May 1, 2013 (“the Guarantee”).

The provisions of this letter are legally binding between DPL and RTK and the Guarantor.  Unless otherwise defined, capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Agreement, and unless expressly amended in this letter, all terms of the Agreement shall remain fully effective and shall have effect as though the provisions contained in this letter had been originally contained in the Agreement.   Each Party reserves all other rights or remedies it may have now or in the future and nothing in this letter shall be deemed to be a waiver by either Party of, or consent by us to, any breach or potential breach (present or future) of any provision of the Agreement.

Whereas the Parties have agreed to re-profile the Delivery Schedule for Delivery Year 3:

The Parties hereby agree as follows:

10877 Wilshire Boulevard, Suite 1000  ·  Los Angeles, CA 90024  ·  T: 310.571.9800  ·  F: 310.571.9799

www.rentechinc.com

Execution Version

The Guarantor consents to RTK entering into this letter.  The Guarantor agrees that its Guarantee remains in full force and effect as to the Agreement as amended by this letter.

This amendment and any non-contractual obligations arising out of or in connection with it are subject to the Dispute Resolution and Governing Law and Jurisdiction provisions in clauses 35 and 36 of the Agreement.

This amendment may be executed in any number of counterparts, and by any Party on separate counterparts, each of which as so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this amendment as to any party hereto to produce or account for more than one such counterpart executed and delivered by such Party.  Counterparts may be executed either in original, faxed or digital transmission form and the Parties adopt any signatures received by a receiving fax machine or computer as original signatures of the Parties.

Execution Version

ANNEX 1

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