0001047469-08-001816 Sample Contracts

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 27th, 2008 • CF Industries Holdings, Inc. • Agricultural chemicals • Illinois

THIS AGREEMENT, effective as of November 19, 2007, is made by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Richard A. Hoker (the “Executive”).

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CF INDUSTRIES HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • February 27th, 2008 • 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 Wendy Jablow Spertus in order to render the grant effective.

CF INDUSTRIES HOLDINGS, INC. FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2008 • CF Industries Holdings, Inc. • Agricultural chemicals • Illinois

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 7, 2005, by and among CF INDUSTRIES HOLDINGS, INC., a Delaware corporation (the “Parent”), CF INDUSTRIES, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower party to the Credit Agreement (as defined below) (each, together with the Parent, a “Loan Guarantor” and the Loan Guarantors, together with the Borrower, the “Loan Parties”), the Lenders (as defined below) signatory hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

CF INDUSTRIES HOLDINGS, INC. 2005 EQUITY AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2008 • CF Industries Holdings, Inc. • Agricultural chemicals

Vesting Date: All shares of Restricted Stock will vest on the third anniversary of the Grant Date, but shall be subject to forfeiture or accelerated vesting as described herein.

CF INDUSTRIES HOLDNGS, INC.
Award Agreement • February 27th, 2008 • CF Industries Holdings, Inc. • Agricultural chemicals
SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2008 • CF Industries Holdings, Inc. • Agricultural chemicals • Illinois

This Second Amendment to Credit Agreement, dated as of July 31, 2007 (this “Amendment”), is by and 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. All capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Credit Agreement (as defined below), as amended hereby.

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