Assignment and Assumption Agreement



 Exhibit 10.3 
 EXECUTION COPY 
 ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of September 29th, 2006 by and between
Royster-Clark, Inc., a Delaware corporation, (“Assignor”), Agrium U.S. Inc., a Colorado corporation (“Assignee”), and Rentech Development Corporation, a Colorado corporation (the “Consenting
Party”). 
 WHEREAS, on August 31, 2006 Royster-Clark Resources LLC, a Delaware limited liability company and
wholly-owned subsidiary of Assignor, was merged into Assignor; and 
 WHEREAS, Assignor and Consenting Party are parties to that
certain Distribution Agreement, dated as of April 26, 2006 (the “Distribution Agreement”); and 
 WHEREAS,
effective September 29, 2006, Assignor wishes to assign all of its rights, obligations and interests in and pursuant to the Distribution Agreement to Assignee; and 
 WHEREAS, pursuant to the Distribution Agreement, Consenting Party’s consent is required for the desired assignment. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; 
 1. Assignor hereby irrevocably assigns, transfers and conveys to Assignee all of obligations and interests in and pursuant to the Distribution Agreement to Assignee arising from and after the date hereof.

 2. Assignee hereby accepts the foregoing assignment and accepts all of the terms and provisions of and assumes and agrees to
fully perform all of the obligations and liabilities of the Assignor under, and to be bound by the terms of, the Distribution Agreement, from and after the date hereof. 
 3. Consenting Party hereby consents to the assignment of the Distribution Agreement by Assignor to Assignee. 
 4. Each of Assignor, Assignee and Consenting Party hereby agrees that henceforth all references in the Distribution Agreement to Assignor shall be read as if to Assignee. 

5. Assignor hereby represents it has full power, authority and legal right to enter into this Agreement and the assignment contemplated
hereby and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement and consummation of the assignment
contemplated hereby. 
 6. Assignee hereby represents it has full power, authority and legal right to enter into this Agreement
and the assignment contemplated hereby and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this Agreement and
consummation of the assignment contemplated hereby. 







 7. Consenting Party hereby represents it has full power, authority and legal right to enter
into this Agreement and the assignment contemplated hereby and to perform all its obligations hereunder, and has taken all action required by law, its governing instruments or otherwise to authorize the execution, delivery and performance of this
Agreement. 
 8. Each of Assignor, Assignee and Consenting Party hereby agrees that, at any time and from time to time, it will
execute and deliver such instruments and documents and take such other action as may be reasonably requested by the other to give effect to the assignment of the Distribution Agreement, as herein provided. 

9. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted
assigns. 
 10. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. 
 11. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to the law of the conflicts of law of such State. 

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Remainder of Page Intentionally Left Blank 
 Signature Page Follows 

  
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 IN WITNESS WHEREOF, Assignor, Assignee and Consenting Party have executed this Agreement as
of the date first above written. 
  

			
	Assignor
	
	ROYSTER-CLARK, INC.
		
	By:	 	 








			
	Name:	 	Richard L. Gearheard
	Title:	 	Chief Executive Officer
	
	Assignee
	
	AGRIUM U.S. INC.



			
		
	By:	 	 








			
	Name:	 	Richard L. Gearheard
	Title:	 	President & Chief Executive Officer
	
	Consenting Party
	
	RENTECH DEVELOPMENT CORPORATION



			
		
	By:	 	 








			
	Name:	 	Douglas M. Miller
	Title:	 	Vice President



  
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