CREDIT AGREEMENT dated as of August 16, 2005 among CF INDUSTRIES HOLDINGS, INC., as a Loan Guarantor, CF INDUSTRIES, INC., as Borrower, The Subsidiary Guarantors Party Hereto, as Loan Guarantors, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A.,...Credit Agreement • August 19th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • Illinois
CREDIT AGREEMENT dated as of August 16, 2005 (as it may be amended or modified from time to time, this “Agreement”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Parent”), as a Loan Guarantor, the other Loan Guarantors party hereto, CF INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RIGHTS AGREEMENT dated as of July 21, 2005 between CF Industries Holdings, Inc. and The Bank of New York Rights AgentRights Agreement • August 11th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
RIGHTS AGREEMENT, dated as of July 21, 2005 (the “Agreement”), between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation (the “Rights Agent”).
TAX BENEFITS PRESERVATION PLAN dated as of September 6, 2016 between CF INDUSTRIES HOLDINGS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentTax Benefits Preservation Plan • September 7th, 2016 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
TAX BENEFITS PRESERVATION PLAN, dated as of September 6, 2016 (the “Agreement”), between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
CF INDUSTRIES HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2010 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with CF Industries Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • August 8th, 2024 • CF Industries Holdings, Inc. • Agricultural chemicals
THIS AGREEMENT, effective as of June 17, 2024, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Gregory D. Cameron (the “Executive”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • November 5th, 2007 • CF Industries Holdings, Inc. • Agricultural chemicals • Illinois
THIS AGREEMENT, effective as of August 11, 2005 and as amended in certain respects and restated as of July 24, 2007, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the "Company"), and Fernando A. Mugica (the "Executive").
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
This INDEMNIFICATION AGREEMENT, dated as of , 2005, between CF Industries Holdings, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
REVOLVING CREDIT AGREEMENT dated as of May 1, 2012 among CF INDUSTRIES HOLDINGS, INC., CF INDUSTRIES, INC., The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative AgentRevolving Credit Agreement • May 1st, 2012 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
REVOLVING CREDIT AGREEMENT dated as of May 1, 2012, among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and MORGAN STANLEY BANK, N.A., as Issuing Bank.
AMENDMENT NO. 1Revolving Credit Agreement • December 21st, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
AMENDMENT No. 1 to the THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 20, 2015 (the “Amendment”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the “Company”), the LENDERS party hereto, the ISSUING BANKS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CF INDUSTRIES HOLDINGS, INC., COMPOSITE MERGER CORPORATION,Merger Agreement • March 12th, 2010 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2010 (this “Agreement”), is made and entered into by and among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Parent”), COMPOSITE MERGER CORPORATION, a Maryland corporation and an indirect, wholly owned Subsidiary of Parent (“Merger Sub”), and TERRA INDUSTRIES INC., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • August 4th, 2016 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the “Plan”). Please review this Non-Qualified Stock Option Award Agreement and promptly accept the award online, in Schwab’s Equity Award Center, in order to render the grant effective.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SECOND...Limited Liability Company Agreement • December 21st, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
This Second Amended and Restated Limited Liability Company Agreement of CF Industries Nitrogen, LLC, a Delaware limited liability company (the “Company”), is made and entered into and shall be effective as of December 18, 2015 (the “Effective Date”) (as amended, modified or supplemented from time to time, the “Agreement”), by and among CF Industries Sales, LLC, a Delaware limited liability company (“CFS”) and CHS Inc., a Minnesota cooperative (“CHS”), and each Person hereafter admitted as an Additional Member of the Company in accordance with the terms hereof.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • August 4th, 2016 • CF Industries Holdings, Inc. • Agricultural chemicals
Vesting Date: The Performance Restricted Stock Units will vest on the third anniversary of the Grant Date, subject to the attainment of the performance goals set forth on Exhibit A hereto, but shall be subject to forfeiture or accelerated vesting as described herein.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 4th, 2016 • CF Industries Holdings, Inc. • Agricultural chemicals
Vesting Date: All Restricted Stock Units will vest on the third anniversary of the Grant Date, but shall be subject to forfeiture or accelerated vesting as described herein.
AMENDMENT No. 1 to the FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of January 27, 2022 (this “Amendment”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the...Revolving Credit Agreement • February 1st, 2022 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
WHEREAS, the Lead Borrower is party to that certain Third Amended and Restated Credit Agreement, dated as of September 18, 2015 (as amended as of December 20, 2015, July 29, 2016, October 31, 2016, March 19, 2018 and November 2, 2018, and as further amended or amended and restated up to but not including the Fourth Restatement Effective Date (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I), the “Third Amended and Restated Credit Agreement”), by and among, among others, Holdings, the Lead Borrower, the “Lenders” as defined therein (the “Existing Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as “Administrative Agent” as defined therein and the “Issuing Banks” as defined therein.
MULTIPLE YEAR CONTRACT FOR THE PURCHASE AND SALE OF FERTILIZERPurchase and Sale Agreement • July 20th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • Illinois
THIS AGREEMENT is made and entered into as of this 1st day of July, 2005 by and between CF INDUSTRIES, INC., a Delaware corporation, having its principal place of business at One Salem Lake Drive, Long Grove, Illinois 60047 (hereinafter referred to as "Supplier") and SOUTHERN STATES COOPERATIVE, INCORPORATED, a Virginia corporation, having its principal place of business at 6606 West Broad Street, Richmond, Virginia 23230 (hereinafter referred to as "Customer").
ASSET PURCHASE AGREEMENT among CF INDUSTRIES HOLDINGS, INC., CF INDUSTRIES, INC. and THE MOSAIC COMPANY Dated as of October 28, 2013Asset Purchase Agreement • November 1st, 2013 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
This ASSET PURCHASE AGREEMENT is made as of the 28th day of October, 2013, by and among THE MOSAIC COMPANY, a Delaware corporation (“Buyer”), CF INDUSTRIES, INC., a Delaware corporation (“Seller”) and, solely with respect to Sections 7.1 and 15.16, CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Parent”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO GUARANTY AND COLLATERAL AGREEMENTCredit Agreement • August 4th, 2011 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.
CF INDUSTRIES HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • November 6th, 2014 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the CF Industries Holdings, Inc. 2014 Equity and Incentive Plan (the “Plan”). Please review this Non-Qualified Stock Option Award Agreement and promptly return a signed copy to Wendy Jablow Spertus in order to render the grant effective.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 8th, 2018 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 7, 2018, by and between Terra Nitrogen Company, L.P., a Delaware limited partnership (the “Partnership”), and Terra Nitrogen GP Inc., a Delaware corporation (“TNGP”). Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Partnership Agreement (as defined below).
AMENDMENT No. 1 to the REVOLVING CREDIT AGREEMENT, dated as of May 29, 2024 (this “Amendment”), among CF INDUSTRIES, INC., a Delaware corporation (the “Company”) and CITIBANK N.A., as Administrative Agent.Revolving Credit Agreement • August 8th, 2024 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
REVOLVING CREDIT AGREEMENT, dated as of October 26, 2023 (this “Agreement”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the “Lead Borrower”), the DESIGNATED BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, CITIBANK N.A., as Administrative Agent, and the Issuing Banks as defined herein.
FIRST SUPPLEMENT TO FIRST SUPPLEMENTAL INDENTUREFirst Supplement to First Supplemental Indenture • February 23rd, 2017 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
FIRST SUPPLEMENT, dated as of November 21, 2016 (this “First Supplement”), among CF Industries, Inc., a Delaware corporation (“CFI”), CF Industries Holdings, Inc., a Delaware corporation (“CFIH”), CF Industries Enterprises, Inc., a Delaware corporation (“CFIE”), CF Industries Sales, LLC, a Delaware limited liability company (“CFIS” and, together with CFIE, the “New Guarantors” and each of CFIS and CFIE a “New Guarantor”), and Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“Wells Fargo”), as trustee, to the First Supplemental Indenture, dated as of April 23, 2010 (the “Supplemental Indenture”), relating to the 6.875% Senior Notes due 2018 of CFI.
CF INDUSTRIES, INC. $750,000,000 5.150% SENIOR NOTES DUE 2034 $750,000,000 5.375% SENIOR NOTES DUE 2044 UNDERWRITING AGREEMENT March 6, 2014Underwriting Agreement • March 11th, 2014 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
I, William W. Stewart, acting in my capacity as the Chief Geologist of CF Industries Holdings, Inc., a Delaware corporation (the “Parent”), and not individually, have been asked to deliver this certificate to Morgan Stanley & Co. LLC and Goldman, Sachs & Co. (the “Representatives”), as representatives of the several underwriters, pursuant to Section 5(e) of the Underwriting Agreement (the “Underwriting Agreement”), dated March 6, 2014, among CF Industries, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Issuer”), the Parent and the Representatives.
THIRD SUPPLEMENT TO SECOND SUPPLEMENTAL INDENTUREThird Supplement to Second Supplemental Indenture • May 2nd, 2019 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
THIRD SUPPLEMENT, dated as of March 22, 2019 (this “Third Supplement”), among (i) CF Industries, Inc., a Delaware corporation (the “Company”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“CFIH”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), CF Industries Sales, LLC, a Delaware limited liability company, and CF USA Holdings, LLC, a Delaware limited liability company (collectively, the “Existing Guarantors”); (iii) CF Industries Distribution Facilities, LLC, a Delaware limited liability company (the “New Guarantor”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“Wells Fargo”), as trustee, to the Second Supplemental Indenture, dated as of April 23, 2010 (as amended and supplemented prior to the effectiveness of this Third Supplement, the “Supplemental Indenture”), relatin
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 2nd, 2019 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 22, 2019, among CF Industries, Inc., a Delaware corporation (the “Company”), CF Industries Distribution Facilities, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an affiliate of the Company, and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
CF INDUSTRIES HOLDINGS, INC. 2014 EQUITY AND INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • February 22nd, 2019 • CF Industries Holdings, Inc. • Agricultural chemicals
Vesting Date: Subject to forfeiture or accelerated vesting as described herein, the Performance Restricted Stock Units will vest upon the certification by the Committee of the attainment of the performance goals set forth on Exhibit A hereto (the “Vesting Date”). The Committee will certify the extent, if any, to which the performance goals have been attained no later than the last day of the fiscal quarter immediately following the Performance Period.
AMENDMENT NO. 1364-Day Bridge Credit Agreement • December 21st, 2015 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
AMENDMENT No. 1 to the 364-DAY BRIDGE CREDIT AGREEMENT, dated as of December 20, 2015 (the “Amendment”), among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Holdings”), CF INDUSTRIES, INC., a Delaware corporation (the “Tranche A Borrower”), the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
SECOND SUPPLEMENT TO SECOND SUPPLEMENTAL INDENTURESecond Supplement to Second Supplemental Indenture • May 3rd, 2018 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
SECOND SUPPLEMENT, dated as of March 29, 2018 (this “Second Supplement”), among (i) CF Industries, Inc., a Delaware corporation (the “Company”), (ii) CF Industries Holdings, Inc., a Delaware corporation (“CFIH”), CF Industries Enterprises, LLC, a Delaware limited liability company (formerly CF Industries Enterprises, Inc., a Delaware corporation), and CF Industries Sales, LLC, a Delaware limited liability company (collectively, the “Existing Guarantors”); (iii) CF USA Holdings, LLC, a Delaware limited liability company (the “New Guarantor”); and (iv) Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“Wells Fargo”), as trustee, to the Second Supplemental Indenture, dated as of May 23, 2013 (as amended and supplemented prior to the effectiveness of this Second Supplement, the “Supplemental Indenture”), relating to the 4.950% Senior Notes due 2043 of the Company.
CF INDUSTRIES HOLDINGS, INC. 2022 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 13th, 2022 • CF Industries Holdings, Inc. • Agricultural chemicals
Vesting Date: Subject to forfeiture or accelerated vesting as described herein, the Restricted Stock Units will vest in accordance with the following vesting schedule (the “Vesting Schedule”):
CF INDUSTRIES HOLDINGS, INC. 2005 EQUITY AND INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 26th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms as defined in the CF Industries Holdings, Inc. 2005 Equity and Incentive Plan (the "Plan"). Please review this Non-Qualified Stock Option Award Agreement and promptly return a signed copy to William G. Eppel in order to render the grant effective.
AGREEMENT AND PLAN OF MERGER AMONG CF INDUSTRIES HOLDINGS, INC., COMPOSITE MERGER CORPORATION,Merger Agreement • November 23rd, 2009 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
This AGREEMENT AND PLAN OF MERGER, dated as of [·], 2009 (this “Agreement”), is made and entered into among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (“Parent”), COMPOSITE MERGER CORPORATION, a Maryland corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), and TERRA INDUSTRIES INC., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are referred to individually as a “Party” and collectively as the “Parties.”
FIRST SUPPLEMENT TO SECOND SUPPLEMENTAL INDENTUREFirst Supplement to Second Supplemental Indenture • February 23rd, 2017 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
FIRST SUPPLEMENT, dated as of November 21, 2016 (this “First Supplement”), among CF Industries, Inc., a Delaware corporation (“CFI”), CF Industries Holdings, Inc., a Delaware corporation (“CFIH”), CF Industries Enterprises, Inc., a Delaware corporation (“CFIE”), CF Industries Sales, LLC, a Delaware limited liability company (“CFIS” and, together with CFIE, the “New Guarantors” and each of CFIS and CFIE a “New Guarantor”), and Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America (“Wells Fargo”), as trustee, to the Second Supplemental Indenture, dated as of March 11, 2014 (the “Supplemental Indenture”), relating to the 4.950% Senior Notes due 2043 of CFI.
INDENTURE dated as of November 21, 2016 among CF INDUSTRIES, INC., as Issuer, the Guarantors from time to time party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent 3.400% SENIOR SECURED NOTES DUE 2021Indenture • November 22nd, 2016 • CF Industries Holdings, Inc. • Agricultural chemicals • New York
INDENTURE, dated as of November 21, 2016 (as it may be amended, amended and restated, supplemented, or otherwise modified from time to time, this “Indenture”), among CF Industries, Inc., a Delaware corporation, CF Industries Holdings, Inc., a Delaware corporation, the Subsidiary Guarantors (as defined herein) party hereto and Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee and as collateral agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
REGISTRATION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of August 10, 2005, by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”) on the one hand, and each of the stockholders listed on the signature pages to this Agreement (each individually a “Stockholder” and, collectively, the “Stockholders”) on the other hand.
NET OPERATING LOSS AGREEMENT dated as of August 16, 2005 by and among CF INDUSTRIES HOLDINGS, INC. CF INDUSTRIES, INC. and EXISTING STOCKHOLDERS OF CF INDUSTRIES, INC.Net Operating Loss Agreement • November 10th, 2005 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
This NET OPERATING LOSS AGREEMENT, dated as of August 16, 2005 (this “Agreement”), is entered into by and among CF Industries Holdings, Inc., a Delaware corporation (the “Parent”), CF Industries, Inc., a Delaware corporation (the “Company”) and the existing stockholders of the Company before the IPO (as defined below) (each a “Member”, collectively “Members”).
