AGREEMENT AND PLAN OF MERGER AMONG CF INDUSTRIES HOLDINGS, INC.,Merger Agreement • September 28th, 2009 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware
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.”
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) (1)Joint Filing Agreement • September 28th, 2009 • CF Industries Holdings, Inc. • Agricultural chemicals
The undersigned acknowledge and agree that the Statement on Schedule 13D to which this Agreement is attached as an exhibit (the “Statement”) is filed on behalf of each of the undersigned and that all subsequent amendments to the Statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the other parties hereto, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
