Exhibit 4.3


 


SECOND
SUPPLEMENTAL INDENTURE


 


Dated as
of April 23, 2010


 


Among


 


CF
INDUSTRIES, INC.,

As Issuer


 


Each of
the GUARANTORS party hereto


 


and


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

As Trustee


 


 


7.125%
SENIOR NOTES DUE 2020


 

















 


CROSS-REFERENCE TABLE*


 


	
  Trust Indenture

  Act Section

  	
   

  	
  Indenture Section

  
	
  310(a)(1)

  	
   

  	
  7.10

  
	
  (a)(2)

  	
   

  	
  7.10

  
	
  (a)(3)

  	
   

  	
  N.A.

  
	
  (a)(4)

  	
   

  	
  N.A.

  
	
  (a)(5)

  	
   

  	
  7.10

  
	
  (b)

  	
   

  	
  7.10

  
	
  (c)

  	
   

  	
  N.A.

  
	
  311(a)

  	
   

  	
  7.11

  
	
  (b)

  	
   

  	
  7.11.

  
	
  (c)

  	
   

  	
  N.A.

  
	
  312(a)

  	
   

  	
  2.05

  
	
  (b)

  	
   

  	
  12.03

  
	
  (c)

  	
   

  	
  12.03

  
	
  313(a)

  	
   

  	
  7.06

  
	
  (b)(1)

  	
   

  	
  N.A.

  
	
  (b)(2)

  	
   

  	
  7.06; 12.02

  
	
  (c)

  	
   

  	
  7.06

  
	
  (d)

  	
   

  	
  7.06

  
	
  314(a)

  	
   

  	
  4.03

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)(1)

  	
   

  	
  12.04

  
	
  (c)(2)

  	
   

  	
  12.04

  
	
  (c)(3)

  	
   

  	
  N.A.

  
	
  (d)

  	
   

  	
  N.A.

  
	
  (e)

  	
   

  	
  12.05

  
	
  (f)

  	
   

  	
  N.A.

  
	
  315(a)

  	
   

  	
  7.01

  
	
  (b)

  	
   

  	
  7.05

  
	
  (c)

  	
   

  	
  7.01

  
	
  (d)

  	
   

  	
  7.01

  
	
  (e)

  	
   

  	
  6.12

  
	
  316(a) (last sentence)

  	
   

  	
  2.09

  
	
  (a)(1)(A)

  	
   

  	
  6.05

  
	
  (a)(1)(B)

  	
   

  	
  6.04.

  
	
  (a)(2)

  	
   

  	
  N.A.

  
	
  (b)

  	
   

  	
  6.07

  
	
  (c)

  	
   

  	
  N.A.

  
	
  317(a)(1)

  	
   

  	
  6.08

  
	
  (a)(2)

  	
   

  	
  6.09

  
	
  (b)

  	
   

  	
  2.04

  
	
  318(a)

  	
   

  	
  12.01

  
	
  (b)

  	
   

  	
  N.A.

  
	
  (c)

  	
   

  	
  12.01

  



 






N.A. means not applicable.


*                 This Cross
Reference Table is not part of this Supplemental Indenture (as defined below).


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 RELATION TO BASE
  INDENTURE; DEFINITIONS AND INCORPORATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Relation to Base Indenture

  	
  1

  
	
  Section 1.02.

  	
  Definitions

  	
  2

  
	
  Section 1.03.

  	
  Other Definitions

  	
  13

  
	
  Section 1.04.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  14

  
	
  Section 1.05.

  	
  Rules of Construction

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 THE NOTES

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Form and Dating

  	
  15

  
	
  Section 2.02.

  	
  Execution and Authentication

  	
  15

  
	
  Section 2.03.

  	
  Registrar and Paying Agent

  	
  16

  
	
  Section 2.04.

  	
  Paying Agent to Hold Money in Trust

  	
  16

  
	
  Section 2.05.

  	
  Holder Lists

  	
  16

  
	
  Section 2.06.

  	
  Transfer and Exchange

  	
  16

  
	
  Section 2.07.

  	
  Issuance of Additional Notes

  	
  20

  
	
  Section 2.08.

  	
  Replacement Notes

  	
  21

  
	
  Section 2.09.

  	
  Outstanding Notes

  	
  21

  
	
  Section 2.10.

  	
  Treasury Notes

  	
  21

  
	
  Section 2.11.

  	
  Temporary Notes

  	
  22

  
	
  Section 2.12.

  	
  Cancellation

  	
  22

  
	
  Section 2.13.

  	
  Defaulted Interest

  	
  22

  
	
  Section 2.14.

  	
  CUSIP Numbers

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 REDEMPTION

  	
  23

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Notices to Trustee

  	
  23

  
	
  Section 3.02.

  	
  Selection of Notes to Be Redeemed or Purchased

  	
  23

  
	
  Section 3.03.

  	
  Notice of Redemption

  	
  23

  
	
  Section 3.04.

  	
  Effect of Notice of Redemption

  	
  24

  
	
  Section 3.05.

  	
  Deposit of Redemption or Purchase Price

  	
  24

  
	
  Section 3.06.

  	
  Notes Redeemed or Purchased in Part

  	
  25

  
	
  Section 3.07.

  	
  Optional Redemption

  	
  25

  
	
  Section 3.08.

  	
  Mandatory Redemption

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 COVENANTS

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.01.

  	
  Payment of Notes

  	
  25

  
	
  Section 4.02.

  	
  Maintenance of Office or Agency

  	
  26

  
	
  Section 4.03.

  	
  SEC Reports

  	
  26

  
	
  Section 4.04.

  	
  Compliance Certificate

  	
  26

  
	
  Section 4.05.

  	
  [Intentionally Omitted]  

  	
  27

  
	
  Section 4.06.

  	
  Stay, Extension and Usury Laws

  	
  27

  
	
  Section 4.07.

  	
  [Intentionally Omitted]

  	
  27

  
	
  Section 4.08.

  	
  Offer to Repurchase Upon Change of Control Repurchase Event

  	
  27

  
	
  Section 4.09.

  	
  Limitation on Liens

  	
  28

  



 

















 


	
  Section 4.10.

  	
  Limitation on Sale and Leaseback Transactions

  	
  28

  
	
  Section 4.11.

  	
  Exemption from Limitations on Liens and Sale and
  Leaseback Transactions

  	
  28

  
	
  Section 4.12.

  	
  Additional Note Guarantees

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 CONSOLIDATION, MERGER
  OR SALE OF ASSETS

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.01.

  	
  Merger Consolidation or Sale of Assets

  	
  29

  
	
  Section 5.02.

  	
  Successor Corporation Substituted

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 DEFAULT AND REMEDIES

  	
  30

  
	
   

  	
   

  	
   

  
	
  Section 6.01.

  	
  Events of Default

  	
  30

  
	
  Section 6.02.

  	
  Acceleration

  	
  32

  
	
  Section 6.03.

  	
  Other Remedies

  	
  33

  
	
  Section 6.04.

  	
  Waiver of Past Defaults

  	
  33

  
	
  Section 6.05.

  	
  Control by Majority

  	
  33

  
	
  Section 6.06.

  	
  Limitation on Suits

  	
  33

  
	
  Section 6.07.

  	
  Rights of Holders of Notes to Receive Payment

  	
  34

  
	
  Section 6.08.

  	
  Collection Suit by Trustee

  	
  34

  
	
  Section 6.09.

  	
  Trustee May File Proofs of Claim

  	
  34

  
	
  Section 6.10.

  	
  Application of Proceeds

  	
  35

  
	
  Section 6.11.

  	
  Restoration of Rights and Remedies

  	
  35

  
	
  Section 6.12.

  	
  Undertaking for Costs

  	
  35

  
	
  Section 6.13.

  	
  Rights and Remedies Cumulative

  	
  35

  
	
  Section 6.14.

  	
  Delay or Omission not Waiver

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 TRUSTEE

  	
  36

  
	
   

  	
   

  	
   

  
	
  Section 7.01.

  	
  Duties of Trustee

  	
  36

  
	
  Section 7.02.

  	
  Rights of Trustee

  	
  37

  
	
  Section 7.03.

  	
  Individual Rights of Trustee

  	
  38

  
	
  Section 7.04.

  	
  Trustee’s Disclaimer

  	
  38

  
	
  Section 7.05.

  	
  Notice of Defaults

  	
  38

  
	
  Section 7.06.

  	
  Reports by Trustee to Holders

  	
  38

  
	
  Section 7.07.

  	
  Compensation and Indemnity

  	
  38

  
	
  Section 7.08.

  	
  Replacement of Trustee

  	
  39

  
	
  Section 7.09.

  	
  Successor Trustee by Merger, etc.

  	
  40

  
	
  Section 7.10.

  	
  Eligibility; Disqualification

  	
  40

  
	
  Section 7.11.

  	
  Preferential Collection of Claims Against Company

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.01.

  	
  Option to Effect Legal Defeasance or Covenant Defeasance

  	
  41

  
	
  Section 8.02.

  	
  Legal Defeasance and Discharge

  	
  41

  
	
  Section 8.03.

  	
  Covenant Defeasance

  	
  41

  
	
  Section 8.04.

  	
  Conditions to Legal or Covenant Defeasance

  	
  42

  
	
  Section 8.05.

  	
  Deposited Money and Government Securities to be Held in
  Trust; Other Miscellaneous Provisions

  	
  43

  
	
  Section 8.06.

  	
  Repayment to Company

  	
  43

  
	
  Section 8.07.

  	
  Reinstatement

  	
  44

  



 


ii

















 


	
  ARTICLE 9 AMENDMENT, SUPPLEMENT
  AND WAIVER

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 9.01.

  	
  Amendments Without Consent of Holders

  	
  44

  
	
  Section 9.02.

  	
  With Consent of Holders

  	
  45

  
	
  Section 9.03.

  	
  Compliance with Trust Indenture Act

  	
  46

  
	
  Section 9.04.

  	
  Revocation and Effect of Consents

  	
  46

  
	
  Section 9.05.

  	
  Notation on or Exchange of Notes

  	
  46

  
	
  Section 9.06.

  	
  Trustee to Sign Amendments, etc.

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 NOTE GUARANTEES

  	
  47

  
	
   

  	
   

  	
   

  
	
  Section 10.01.

  	
  Guarantee

  	
  47

  
	
  Section 10.02.

  	
  Limitation on Guarantor Liability

  	
  48

  
	
  Section 10.03.

  	
  Execution and Delivery of Note Guarantee

  	
  48

  
	
  Section 10.04.

  	
  Guarantors May Consolidate, etc., on Certain Terms

  	
  48

  
	
  Section 10.05.

  	
  Releases

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 SATISFACTION AND
  DISCHARGE

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 11.01.

  	
  Satisfaction and Discharge

  	
  49

  
	
  Section 11.02.

  	
  Application of Trust Money

  	
  50

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 MISCELLANEOUS

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 12.01.

  	
  Trust Indenture Act of 1939

  	
  51

  
	
  Section 12.02.

  	
  Notices

  	
  51

  
	
  Section 12.03.

  	
  Communications by Holders with Other Holders

  	
  52

  
	
  Section 12.04.

  	
  Certificate and Opinion as to Conditions Precedent

  	
  52

  
	
  Section 12.05.

  	
  Statements Required in Certificate or Opinion

  	
  53

  
	
  Section 12.06.

  	
  Rules by Trustee and Agents

  	
  53

  
	
  Section 12.07.

  	
  No Personal Liability of Directors, Officers, Employees and
  Shareholders

  	
  53

  
	
  Section 12.08.

  	
  Governing Law

  	
  53

  
	
  Section 12.09.

  	
  No Adverse Interpretation of Other Agreements

  	
  53

  
	
  Section 12.10.

  	
  Successors

  	
  54

  
	
  Section 12.11.

  	
  Severability

  	
  54

  
	
  Section 12.12.

  	
  Counterpart Originals

  	
  54

  
	
  Section 12.13.

  	
  Table of Contents, Headings, etc.

  	
  54

  
	
  Section 12.14.

  	
  Legal
  Holidays

  	
  54

  



 


EXHIBITS


 


Exhibit A                                               FORM OF
NOTE


 


iii

















 


SECOND SUPPLEMENTAL
INDENTURE, dated as of April 23, 2010 (this “Supplemental
Indenture”), among CF Industries, Inc., a Delaware corporation,
the Guarantors (as defined below) listed on the signature pages hereto and
Well Fargo Bank, National Association, a national banking association duly
incorporated and existing under the laws of the United States of America, as
trustee.


 


W I T N
E S S E T H:


 


WHEREAS,
the Company (as defined below), CF Holdings (as defined below), and the Trustee
(as defined below) have heretofore executed and delivered an Indenture, dated
as of April 23, 2010 (the “Base Indenture”,
and, with respect only to the Notes (as defined below) and the Note Guarantees
(as defined below), together with this Supplemental Indenture and including the
terms of the Notes, the “Indenture”),
providing for the issuance from time to time of one or more series of the
Company’s Securities (as defined in the Base Indenture);


 


WHEREAS,
pursuant to the terms of the Base Indenture, the Company desires to provide for
the establishment of a series of Securities to be designated as the “7.125%
Senior Notes due 2020” (herein referred to as the “Notes”),
the form and substance of the Notes and the terms, provisions and conditions
thereof to be set forth as provided in the Base Indenture and this Supplemental
Indenture;


 


WHEREAS,
Section 3.01 of the Base Indenture provides that various matters with
respect to any series of Securities issued under the Base Indenture may be
established in an indenture supplemental to the Base Indenture;


 


WHEREAS,
under Section 14.01(p) of the Base Indenture, the Company, the
Guarantors and the Trustee may enter into an indenture supplemental to the Base
Indenture to establish the form or terms of Securities of any series as
permitted by the Base Indenture; and


 


WHEREAS,
all acts and things necessary to make this Supplemental Indenture, when duly
executed and delivered, a valid, binding and legal instrument in accordance
with its terms and for the purposes herein expressed, have been done and
performed; and the execution and delivery of this Supplemental Indenture have
been in all respects duly authorized.


 


NOW,
THEREFORE, the Company, the Guarantors listed on the signature pages hereto
and the Trustee agree as follows for the benefit of each other and for the
equal and ratable benefit of the Holders (as defined below) of the Notes:


 


ARTICLE 1

RELATION TO BASE INDENTURE;

DEFINITIONS AND INCORPORATION


 


Section 1.01.                             Relation
to Base Indenture.


 


This
Supplemental Indenture constitutes an integral part of the Indenture.  This Supplemental Indenture supplements, and
to the extent inconsistent therewith, replaces the terms of the Base Indenture
with respect only to the Notes and the Note Guarantees.  Furthermore, any terms of the Base Indenture
not expressly repeated herein shall be deemed inapplicable to the Notes and the
Note Guarantees, which shall be governed by and the terms of which are set
forth in this Supplemental Indenture.


 

















 


Section 1.02.                             Definitions.


 


For
purposes of this Supplemental Indenture, the following terms shall have the
respective meanings set forth in this Section.


 


“Additional
Notes” means additional Notes (other than the Initial Notes) issued
under this Supplemental Indenture in accordance with Section 2.07 hereof,
as part of the same series as the Initial Notes.


 


“Affiliate” of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise.  For purposes of this definition, the terms “controlling,” “controlled by”
and “under common control with” have
correlative meanings.


 


“Agent” means any Registrar, co-registrar, Paying Agent or
additional paying agent.


 


“Applicable Procedures” means, with respect to any payment,
tender, redemption, transfer or exchange of or for beneficial interests in any
Global Note, the rules and procedures of the Depositary that apply to such
payment, tender, redemption, transfer or exchange.


 


“Attributable Debt”
in respect of a Sale and Leaseback Transaction means, at the time of the
determination, the present value of the obligation of the lessee for net rental
payments during the remaining term of the lease included in such Sale and
Leaseback Transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended.  Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.


 


“Bank Credit Facilities” means one or
more debt facilities (including, without limitation, the Credit Agreement) or
commercial paper facilities, in each case with banks or other lenders providing
for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables) or letters
of credit.


 


“Bankruptcy Law”
means Title 11, U.S. Code or any similar federal or state law for the relief of
debtors.


 


“Base Indenture” shall have the meaning
set forth in the first paragraph of the Recitals hereof.


 


“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), such “person” will be deemed to have beneficial ownership of
all securities that such “person” has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. 
The terms “Beneficially Owns” and “Beneficially Owned” have a
corresponding meaning.


 


“Board of Directors”
means:


 


(1)                                  with respect to a corporation, the board of directors
of the corporation;


 


2





















 


(2)                                  with respect to a partnership, the Board of Directors
of the general partner of the partnership;


 


(3)                                  with respect to a limited liability company, the
managing member or members or any controlling committee of managing members
thereof; and


 


(4)                                  with respect to any other Person, the board or
committee of such Person serving a similar function.


 


“Business Day”
means any day other than a Legal Holiday.


 


“Capital Lease Obligation”
means, at the time any determination is to be made, the amount of the liability
in respect of a capital lease that would at that time be required to be
capitalized on a balance sheet prepared in accordance with GAAP.


 


“Capital Stock”
means:


 


(1)                                  in the case of a corporation, corporate stock;


 


(2)                                  in the case of an association or business entity, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;


 


(3)                                  in the case of a partnership or limited liability
company, partnership interests (whether general or limited) or membership
interests; and


 


(4)                                  any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person,


 


but
excluding from all of the foregoing any debt securities convertible into
Capital Stock, whether or not such debt securities include any right of
participation with Capital Stock.


 


“CF Holdings”
means CF Industries Holdings, Inc., a Delaware corporation, and any and
all successors thereto.


 


“Change of Control”
means the occurrence of any of the following:


 


(1)                                  the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the
properties and assets of CF Holdings and its Subsidiaries taken as a whole to
any “person” (as that term is used in Section 13(d) of the Exchange
Act) other than CF Holdings and/or any of its Subsidiaries;


 


(2)                                  the adoption of a plan relating to the liquidation or
dissolution of CF Holdings;


 


(3)                                  the consummation of any transaction (including,
without limitation, any merger or consolidation), the result of which is that
any “person” (as defined above) becomes the Beneficial Owner, directly or
indirectly, of more than 50% of the Voting Stock of CF Holdings, measured by
voting power rather than number of shares;


 


(4)                                  CF Holdings ceases to Beneficially Own 100% of the
outstanding Equity Interests of the Company; or


 


3





















 


(5)                                  the first day on which a majority of the members of
the Board of Directors of CF Holdings are not Continuing Directors.


 


“Change of Control
Repurchase Event” means the occurrence of a Change of Control and a
Ratings Downgrade.


 


“Company” means CF Industries, Inc., a Delaware
corporation, and any and all successors thereto.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate notes of comparable maturity to
the remaining term of the Notes.


 


“Comparable Treasury Price”
means, with respect to any redemption date, (1) the average of four
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (2) if
the Quotation Agent obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.


 


“Consolidated Total Assets”
shall mean, on any date of determination, the total assets of CF Holdings and
its Subsidiaries as set forth on the consolidated balance sheet of CF Holdings
as of the end of its most recently ended fiscal quarter for which internal
financial statements prepared in accordance with GAAP are available.


 


“Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of
CF Holdings who:


 


(1)                                  was a member of such Board of Directors on the Issue
Date; or


 


(2)                                  was nominated for election or elected or appointed to
such Board of Directors with the approval (including, without limitation, by
approval of the proxy statement issued by CF Holdings in which such member was
named as a nominee for election as a director of CF Holdings) of a majority of
the Continuing Directors who were members of such Board of Directors at the
time of such nomination, election or appointment.


 


“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate
trust business shall be administered, which office at the date hereof is
located at 230 West Monroe Street, Suite 2900, Chicago, Illinois 60606,
Attention: Corporate Trust Services, except that, with respect to presentation
of the Notes for payment or registration of transfers or exchanges and the
location of the Registrar, such term means the office or agency of the Trustee
in Minneapolis, Minnesota, which on the Issue Date is located at 608 Second
Avenue South, N9303-121, Minneapolis, Minnesota 55479, Attention: Corporate
Trust Operations, or such other address as the Trustee may designate from time
to time by notice to the Holders and the Company, or the principal corporate
trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the
Company).


 


“Credit Agreement”
means the Credit Agreement dated as of April 5, 2010, among CF Holdings,
the Company, the various lenders party thereto and Morgan Stanley Senior
Funding, Inc., as administrative agent and collateral agent, and any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon termination or otherwise)
or refinanced in whole or 


 


4





















 


in part
from time to time.


 


“Credit Facilities” means, one or more debt facilities
(including, without limitation, the Credit Agreement), indentures or commercial
paper facilities, in each case, with banks or other lenders or holders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or holders or others
or to special purpose entities formed to borrow from such lenders or holders or
others against such receivables), letters of credit or debt securities, in each
case, as amended, restated, modified, renewed, refunded, replaced (whether upon
or after termination or otherwise) or refinanced (including by means of sales
of debt securities to institutional investors), in each case, in whole or in
part from time to time.


 


“Custodian”
means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.


 


“Default” means
any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.


 


“Definitive Note” means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06
hereof, substantially in the form of Exhibit A hereto except that such
Note shall not bear the Global Note Legend and shall have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to
the applicable provision of this Supplemental Indenture.


 


“Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire
Voting Stock (but excluding any debt security that is convertible into, or
exchangeable for, Voting Stock).


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


 


“Executive Officer” means, when used in reference to a
Person, its president, any vice president of such Person in charge of a
principal business unit, division or function (such as sales, administration or
finance), any other officer of such Person who performs a policy making
function, or any other individual who performs similar policy-making functions
for such Person.


 


“Fair Market Value”
means the value that would be paid by a willing buyer to an unaffiliated
willing seller in a transaction not involving distress or necessity of either
party, determined in good faith by the Board of Directors of the Company or any
committee thereof, unless otherwise provided in the this Supplemental
Indenture.


 


“Funded Debt”
means all Indebtedness, whether or not evidenced by a bond, debenture, note or
similar instrument or agreement, of any Person, for the repayment of borrowed
money having a maturity of more than 12 months from the date of its creation or
having a maturity of less than 12 months from the date of its creation but by
its terms being renewable or extendible beyond 12 months from such date at the
option of such Person.  For the purpose
of determining “Funded Debt” of any Person, there will be excluded any
particular Indebtedness if, on or prior to the maturity thereof, there will
have been deposited with the proper depository in trust the necessary funds for
the payment, redemption or satisfaction of such Indebtedness.


 


5





















 


“GAAP” means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.


 


“Global Note Legend” means the legend set forth in Section 2.06(f),
which is required to be placed on all Global Notes issued under this
Supplemental Indenture.


 


“Global Notes” means, individually and collectively, each of
the Global Notes substantially in the form of Exhibit A hereto issued in
accordance with Section 2.01 hereof.


 


“Government Securities” means securities
that are (1) direct obligations of the United States for the payment of
which its full faith and credit is pledged or (2) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States the timely of payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States, that, in either case
under clauses (1) or (2) are not callable or redeemable at the action
of the issuer thereof, and shall also include a depositary receipt issued by a
bank or trust company as custodian with respect to any such Government
Securities or a specific payment of interest on or principal of any such
Government Securities held by such custodian for the account of the holder of a
depositary receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Government Securities or the specific payment of interest on or principal
of the Government Securities evidenced by such depositary receipt.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision
thereof and any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.


 


“Guarantee”
means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any
manner, including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness.


 


“Guarantors”
means each of (1) CF Holdings’ current and future Subsidiaries other than
the Company that is a borrower or guarantor under the Credit Agreement and (2) any
other Subsidiary of the Company that executes a Note Guarantee in accordance
with the provisions of this Supplemental Indenture.


 


“Hedging Agreement”
means any:


 


(1)                                  interest rate swap agreement, interest rate cap agreement and interest
rate collar agreement;


 


(2)                                  other agreement or arrangement designed to manage interest rates or
interest rate risk; and


 


(3)                                  other agreement or arrangement designed to protect against or manage
fluctuations in currency exchange rates or commodity prices.


 


“Hedging Obligations” means, with respect to any specified Person,
the obligations of such Person under any Hedging Agreements.


 


6
















 


“Holder” means a Person in whose name a Note is registered.


 


“Indebtedness” means, with respect to any specified Person,
without duplication, any indebtedness of such Person, whether or not
contingent:


 


(1)                                  in respect of borrowed money;


 


(2)                                  evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof);


 


(3)                                  in respect of bankers’ acceptances;


 


(4)                                  representing Capital Lease Obligations;


 


(5)                                  representing the balance deferred and unpaid of the
purchase price of any property, except any such balance that constitutes an
accrued expense or trade payable; or


 


(6)                                  representing any Hedging Obligations,


 


if and to the extent any of the
preceding items (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP.  In addition, the
term “Indebtedness” includes, to the extent not otherwise included, all
indebtedness of others secured by a Lien on any assets of the specified Person
(whether or not such Indebtedness is assumed by the specified Person) to the
extent of the lesser of the Fair Market Value of such assets and the amount of
the Indebtedness so secured and, to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person.


 


The amount
of any Indebtedness outstanding as of any date will be:


 


(1)                                  the accreted value of the Indebtedness, in the case of
any Indebtedness issued with original issue discount; and


 


(2)                                  the principal amount of the Indebtedness, together
with any interest on the Indebtedness that is more than 30 days past due, in
the case of any other Indebtedness.


 


“Indenture” has the meaning set forth in the first paragraph
of the Recitals hereof.


 


“Indirect Participant” means a Person who holds beneficial
interest in a Global Note through a Participant.


 


“Initial
Notes” means the $800,000,000 aggregate principal amount of Notes
issued under this Supplemental Indenture on the Issue Date.


 


“Issue Date”
means April 23, 2010.


 


“Legal Holiday” means a Saturday, a Sunday or a day on which
banking institutions in The City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed.


 


“Lien” means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement or any
lease in the


 


7

















 


nature thereof (provided that
in no event will an operating lease be deemed to constitute a Lien).


 


“Moody’s”
means Moody’s Investors Service, Inc. and its successors.


 


“Note Guarantee” means the Guarantee pursuant to this
Supplemental Indenture by a Guarantor of the Company’s obligations under the
Notes.


 


“Notes” has the meaning assigned to it in the second
paragraph of the Recitals hereof.  The
Initial Notes and the Additional Notes shall be treated as a single class for
all purposes for all purposes under this Supplemental Indenture, and unless the
context otherwise requires, all references to the Notes shall include the
Initial Notes and any Additional Notes.


 


“Obligations”
means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.


 


“Officer”  means, with respect to any Person, the Chairman of the
Board, Chief Executive Officer, the President, any Executive Vice President,
any Senior Vice President, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Controller or Corporate Controller, any Assistant
Controller or Assistant Corporate Controller, the General Counsel, any Vice
President, the Secretary or Corporate Secretary or any Assistant Secretary of
such Person.


 


“Officers’ Certificate” means a certificate signed by two
Officers or by an Officer and either an assistant treasurer or an assistant
secretary of the Company.


 


“Opinion of
Counsel” means an opinion in writing signed by legal counsel, who
may be an employee of or counsel to the Company, or may be other counsel
reasonably satisfactory to the Trustee, that meets the requirements of Section 12.05
hereof.


 


“Participant” means, with respect to the Depositary, a Person
who has an account with the Depositary.


 


“Permitted Lien” means any of the following Liens:


 


(1)                                  Liens securing up to $2,500.0 million of Indebtedness and other Obligations under the
Credit Facilities;


 


(2)                                  Liens securing any Hedging Agreement between CF Holdings and any of its
Subsidiaries, on the one hand, and one or more Persons that are, at the time
such Hedging Agreement is entered into, lenders under one or more Bank Credit
Facilities of CF Holdings or any of its Subsidiaries (or affiliates of such
lenders), on the other hand, which Liens encumber assets that are also subject
to Liens securing Indebtedness and other Obligations under the Bank Credit
Facilities;


 


(3)                                  Liens in favor of the Company or any of the
Guarantors, including, without limitation, Liens securing Indebtedness between
or among the Company and any of the Guarantors;


 


(4)                                  Liens securing (a) Capital Lease Obligations and (b) other
Indebtedness of CF Holdings or any of its Subsidiaries incurred to finance all
or any part of the acquisition, lease, construction, installation or
improvement of any assets; provided in
the case of the immediately-preceding subclauses (a) and (b) that at
the time of incurrence thereof, the aggregate principal 


 


8

















 


amount of Capital Lease Obligations
and other Indebtedness secured by Liens pursuant to this clause (4) (including
subclause (c) of this clause (4)) does not exceed 7% of
Consolidated Total Assets, and (c) any refinancing, replacement,
refunding, renewal or extension of such Indebtedness in an amount not greater
than the principal amount of such Indebtedness secured by the Lien that is
refinanced, replaced, refunded, renewed or extended, plus accrued interest and
any fees and expenses, including, without limitation, premium or defeasance
costs payable in connection with any such extension, renewal or replacement;


 


(5)                                  Liens on any Principal Property existing at the time of
its acquisition and Liens created prior to, contemporaneously with or within
270 days after (or created pursuant to firm commitment financing arrangements
obtained within that period) the completion of the acquisition, improvement,
alteration, construction or commencement of full operation of such property
(whichever is latest) to secure Indebtedness incurred for the purposes of
payment of the purchase price of such property or the cost of such improvement,
alteration, construction or commencement of full operation;


 


(6)                                  Liens on property or assets of a Person existing at
the time such Person is merged with or into or consolidated with CF Holdings or
any Subsidiary of CF Holdings; provided that
such Liens were in existence prior to and not incurred in contemplation of such
merger or consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with CF Holdings or the applicable
Subsidiary;


 


(7)                                  Liens on assets of any Person existing at the time
such Person becomes a Subsidiary of CF Holdings; provided that
such Liens were in existence prior to and not incurred in contemplation of such
Person becoming a Subsidiary of CF Holdings and do not extend to any assets
other than those of the Person that became a Subsidiary of CF Holdings;


 


(8)                                  Liens to secure the performance of statutory or
regulatory obligations, surety or appeal bonds, performance bonds or other
obligations of a like nature incurred in the ordinary course of business;


 


(9)                                  Liens created or assumed in the ordinary course of
business in connection with workmen’s compensation, unemployment insurance or
other forms of governmental insurance or benefits or to secure the performance
of bids, tenders or trade contracts (other than for Indebtedness);


 


(10)                            Liens arising out of litigation or judgments being
contested;


 


(11)                            Liens for taxes, assessments or governmental charges
or claims that are not yet delinquent by more than 60 days or that are
being contested in good faith (and, if necessary, by appropriate proceedings or
for commitments that have not been violated);


 


(12)                            leases or subleases granted to others and any interest
or title of a lessor under any lease not prohibited by this Supplemental
Indenture;


 


(13)                            Liens (other than Liens securing Credit Facilities) existing
on the Issue Date;


 


(14)                            Liens in favor of the United States or any state
thereof, or in favor of any other country, or political subdivision thereof, to
secure certain payments pursuant to any contract or statute or to secure any
Indebtedness incurred for the purpose of financing all or any part of the
purchase price, or, in the case of real property, the cost of construction, of
the assets subject to 


 


9

















 


such Liens, including, without
limitation, Liens incurred in connection with pollution control, industrial
revenue or similar financing;


 


(15)                            zoning restrictions, easements, rights-of-way,
restrictions on the use of property, other similar encumbrances incurred in the
ordinary course of business and minor irregularities of title, which do not
materially interfere with the ordinary conduct of the business of CF Holdings
and its Subsidiaries taken as a whole;


 


(16)                            Liens in connection with the operation of cash
management programs and Liens associated with the discounting or sale of
letters of credit and accounts receivable; and


 


(17)                            any extension, renewal or replacement (and successive
extensions, renewals and replacements), in whole or in part, of any Lien
referred to in clause (5), (6), (7), (13) or (14) above; provided
that (A) such extension, renewal or replacement Lien is limited to the
same property that secured the original Lien (plus improvements and accessions
to such property) and (B) the principal amount of the Indebtedness secured
by the new Lien is not greater than the principal amount of any Indebtedness
secured by the Lien that is extended, renewed or replaced, plus accrued
interest and any fees and expenses, including, without limitation, premium or
defeasance costs, payable in connection with any such extension, renewal or
replacement.


 


“Person” means an individual, corporation, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization, Governmental Authority or other entity of
whatever nature.


 


“Principal Property” means any manufacturing facility,
warehouse or other similar facility or any parcel of real estate or group of
contiguous parcels of real estate owned by CF Holdings or any of its
Subsidiaries (whether owned on the Issue Date or thereafter acquired), in each
case located within the United States, that has a book value on the date of
which the determination is being made, without deduction of any depreciation
reserves, exceeding 1% of Consolidated Total Assets, other than any such
facility or parcel or group of contiguous parcels that the issuer reasonably
determines is not material to the business of CF Holdings and its Subsidiaries
taken as a whole.


 


“Quotation Agent” means a Reference Treasury Dealer appointed
by the Company or CF Holdings.


 


“Rating Agency” means (1) each
of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the
Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act selected by the Company as a replacement agency for Moody’s or
S&P, or both of them, as the case may be.


 


“Ratings Downgrade” means the occurrence of any of the
following:


 


(1)                                  the Notes have an investment grade credit rating
(BBB-/Baa3, or equivalent, or better) from both Rating Agencies at the time of
a Change of Control, and such rating from both Rating Agencies is within 60
days of the occurrence of such Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either Rating Agency) either downgraded
to a non-investment grade credit rating (BB+/Ba1 or equivalent, or worse) or
withdrawn and is not within such period subsequently (in the case of a
downgrade) upgraded to an investment grade credit rating or (in the case of a
withdrawal) replaced by an investment grade credit rating;


 


10

















 


(2)                                  the Notes have a non-investment grade credit rating
(BB+/Ba1, or equivalent, or worse) from both Rating Agencies at the time of a
Change of Control, and such rating from both Rating Agencies is within 60 days
of the occurrence of such Change of Control (which period shall be extended so
long as the rating of the Notes is under publicly announced consideration for
possible downgrade by either Rating Agency) downgraded by one or more notches
(for illustration, Ba1 to Ba2 being one notch) and is not within such period
subsequently upgraded to its earlier rating or better by both Rating Agencies;


 


(3)                                  both (A) the Notes have an investment grade
credit rating (BBB-/Baa3, or equivalent, or better) from one Rating Agency at
the time of a Change of Control, and such rating is within 60 days of the
occurrence of such Change of Control (which period shall be extended so long as
the rating of the notes is under publicly announced consideration for possible
downgrade by either Rating Agency) either downgraded to a non-investment grade
credit rating (BB+/Ba1, or equivalent, or worse) or withdrawn and is not within
such period subsequently (in the case of a downgrade) upgraded to an investment
grade credit rating by such Rating Agency or (in the case of a withdrawal)
replaced by an investment grade credit rating from such Rating Agency and (B) the
Notes have a non-investment grade credit rating (BB+/Ba1, or equivalent, or
worse) from one Rating Agency at the time of such Change of Control, and such
rating is within 60 days of the occurrence of such Change of Control (which
period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency)
downgraded by one or more notches (for illustration, Bal to Ba2 being one
notch) and is not within such period subsequently upgraded to its earlier
rating or better by such Rating Agency;


 


(4)                                  both (A) the Notes have an investment grade
credit rating (BBB-/Baa3, or equivalent, or better) from one Rating Agency  at the time of a Change of
Control, and such rating is within 60 days of the occurrence of such Change of
Control (which period shall be extended so long as the rating of the Notes is
under publicly announced consideration for possible downgrade by either Rating
Agency) either downgraded to a non-investment grade credit rating (BB+/Bal, or
equivalent, or worse) or withdrawn and is not within such period subsequently
(in the case of a downgrade) upgraded to an investment grade credit rating by
such Rating Agency or (in the case of a withdrawal) replaced by an investment
grade credit rating from such Rating Agency and (B) the Notes have no
credit rating from one Rating Agency, and such Rating Agency does not assign
within 60 days of the occurrence of such Change of Control an investment grade
credit rating to the Notes;


 


(5)                                  both (A) the Notes have a non-investment grade
credit rating (BB+/Bal, or equivalent, or worse) from one Rating Agency at the
time of a Change of Control, and such rating is within 60 days of the
occurrence of such Change of Control (which period shall be extended so long as
the rating of the Notes is under publicly announced consideration for possible
downgrade by either Rating Agency) downgraded by one or more notches (for
illustration, Bal to Ba2 being one notch) and is not within such period
subsequently upgraded to its earlier credit rating or better by such Rating
Agency and (B) the Notes have no credit rating from one Rating Agency, and
such Rating Agency does not assign within 60 days of the occurrence of the
Change of Control an investment grade credit rating to the Notes; or


 


(6)                                  the Notes have no credit rating from either Rating
Agency at the time of a Change of Control and both Rating Agencies do not
assign within 60 days of the occurrence of such Change of Control an investment
grade credit rating to the Notes;


 


in each case if, and only if,
in making the relevant decision(s) referred to above to downgrade or
withdraw 


 


11

















 


such ratings, as applicable,
the relevant Rating Agency announces publicly or confirms in writing to the
Company that such decision(s) resulted, in whole or in part, from the
occurrence of the applicable Change of Control.


 


“Reference
Treasury Dealer” means Morgan Stanley & Co. Incorporated or
its successor (or an affiliate thereof that is a Primary Treasury Dealer) and
three other primary U.S.  government
securities dealers in New York City (each a “Primary
Treasury Dealer”) selected by the Company; provided,
however, that if any of the foregoing is
not or shall cease to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any redemption date with respect the Notes,
the average, as determined by the Quotation Agent, of the bid and asked prices
for the Comparable Treasury Issue with respect to the Notes (expressed in each
case as a percentage of its principal amount) quoted in writing to the
Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.


 


“Responsible Officer,” when
used with respect to the Trustee, means any officer within the Corporate Trust
Administration of the Trustee (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.


 


“S&P” means Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors.


 


“Sale and Leaseback Transaction” means any arrangement with
any Person providing for the leasing by CF Holdings or any Subsidiary of CF
Holdings of any Principal Property, which has been or is to be sold or transferred
by CF Holdings or any such Subsidiary to such Person with the intention of
taking back a lease of such Principal Property, except for leases between CF
Holdings and a Subsidiary of CF Holdings or between Subsidiaries of CF
Holdings.


 


“SEC” means the U.S. Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute or statutes thereto.


 


“Significant Subsidiary” means any Subsidiary that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the Issue Date.


 


“Stated
Maturity”  means, with
respect to any installment of interest or principal on any series of
Indebtedness, the date on which the payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.


 


“Subsidiary” means, with respect to any specified Person:


 


(1)                                  any corporation, association or other business entity
of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any 


 


12

















 


contingency and after giving effect
to any voting agreement or stockholders’ agreement that effectively transfers
voting power) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(2)                                  any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are that Person or one or
more Subsidiaries of that Person (or any combination thereof).


 


“Subsidiary Guarantor” means a Guarantor that is a Subsidiary
of CF Holdings.


 


“Supplemental Indenture” has the meaning set forth in the
Preamble hereof.


 


“Terra Nitrogen Entities” means each of Terra Nitrogen,
Limited Partnership, Terra Nitrogen Company, L.P. and Terra Nitrogen GP Inc.
and each of their respective subsidiaries (each of the foregoing a “Terra Nitrogen Entity”).


 


“TIA” means the Trust Indenture Act of 1939, as amended, or
any successor statute or statutes thereto.


 


“Treasury Rate” means, with respect to any redemption date
with respect to the Notes, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.


 


“Trustee” means Wells Fargo Bank, National Association, a national banking association duly incorporated and existing under the
laws of the United States of America, until
a successor replaces it in accordance with the applicable provisions of this
Supplemental Indenture and thereafter means the successor serving hereunder.


 


“Voting Stock” of any specified Person as of any date means
the Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.


 


Section 1.03.                             Other
Definitions.


 


Each of the following terms
is defined in the section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  
	
  “Authentication Order”

  	
   

  	
  2.02

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “Change of Control
  Payment”

  	
   

  	
  4.08(a)

  
	
  “Change of Control Offer”

  	
   

  	
  4.08(a)

  
	
  “Change of Control
  Payment Date”

  	
   

  	
  4.08(a)

  
	
  “DTC”

  	
   

  	
  2.03

  
	
  “Event of Default”

  	
   

  	
  6.01(a)

  
	
  “incur”

  	
   

  	
  4.09

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Liquidated Damages”

  	
   

  	
  6.01(b)

  
	
  “Paying Agent”

  	
   

  	
  2.03

  
	
  “Payment Default”

  	
   

  	
  6.01(a)(4)(A)

  



 


13

















 


	
  “Registrar”

  	
   

  	
  2.03

  
	
  “Reports Default Notice”

  	
   

  	
  6.01(b)

  
	
  “satisfaction and
  discharge of this Supplemental Indenture”

  	
   

  	
  11.01

  



 


Section 1.04.                             Incorporation
by Reference of Trust Indenture Act.


 


Whenever this Supplemental Indenture refers to a
provision of the TIA, the provision is incorporated by reference in and made a
part of this Supplemental Indenture.  The
following terms used in this Supplemental Indenture that are defined by the TIA
have the following meanings:


 


“indenture securities”
means the Notes and the Note Guarantees; and


 


“obligor” on the
indenture securities means the Company, each Guarantor and any other obligor on
the Notes.


 


All other terms used in this Supplemental Indenture
that are defined by the TIA, defined by reference in the TIA to another statute
or defined by a rule of the SEC under the TIA and not otherwise defined
herein have the meanings assigned to them therein.


 


Section 1.05.                             Rules of
Construction.


 


Unless the context otherwise requires:


 


 (1)                                a term has the
meaning assigned to it;


 


 (2)                                an accounting
term not otherwise defined has the meaning assigned to it in accordance with
GAAP;


 


 (3)                                “or” is not
exclusive;


 


 (4)                                words in the singular
include the plural, and words in the plural include the singular;


 


 (5)                                “will” shall be
interpreted to express a command;


 


 (6)                                provisions
apply to successive events and transactions;


 


 (7)                                reference to
sections of or rules under the Securities Act will be deemed to include
substitute, replacement or successor sections or rules adopted by the SEC
from time to time;


 


 (8)                                “herein,” “hereof
and other words of similar import refer to this Supplemental Indenture as a
whole and not to any particular Article, Section or other subdivision of
this Supplemental Indenture;


 


 (9)                                all references
to Sections or Articles refer to Sections or Articles of this Supplemental
Indenture (and not the Base Indenture or any other document); and


 


 (10)                          use of
masculine, feminine or neuter pronouns should not be deemed a limitation, and
the use of any such pronouns should be construed to include, where appropriate,
the other pronouns.


 


14

















 


ARTICLE
2

THE NOTES


 


Section 2.01.                             Form and
Dating.


 


(a)                                  The Notes shall
be issued in registered global form without interest coupons.  The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. The Company shall furnish any such notations,
legends or endorsements to the Trustee in writing.  Each Note shall be dated the date of its
authentication.  The Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.


 


The terms and provisions
contained in the Notes shall constitute, and are hereby expressly made, a part
of this Supplemental Indenture and the Company, the Guarantors and the Trustee,
by their execution and delivery of this Supplemental Indenture, expressly agree
to such terms and provisions and to be bound thereby. However, to the extent
any provision of any Note conflicts with the express provisions of the Base
Indenture, the provisions of the Note shall govern and be controlling, and to
the extent any provision of the Note conflicts with the express provisions of
this Supplemental Indenture, the provisions of this Supplemental Indenture
shall govern and be controlling.


 


(b)                                 Notes issued in
global form shall be substantially in the form of Exhibit A attached
hereto (including the Global Note Legend thereon).  Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon).  Each Global
Note shall represent such of the outstanding Notes as will be specified therein
and each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time as reflected in the records of the Trustee
and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, on the “Schedule
of Exchanges of Interests in the Global Note” attached to such Global Note to
reflect exchanges and redemptions.  The
Trustee’s records and the “Schedule of Exchanges of Interests in the Global
Note” attached to such Global Note shall be noted to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.


 


Section 2.02.                             Execution
and Authentication.


 


An
Officer must sign the Notes for the Company by manual or facsimile signature.


 


If
an Officer whose signature is on a Note no longer holds that office at the time
a Note is authenticated, the Note will nevertheless be valid.


 


A
Note will not be valid until authenticated by the manual signature of the
Trustee.  The signature will be
conclusive evidence that the Note has been authenticated under this
Supplemental Indenture.


 


The
Trustee shall, upon receipt of written order of the Company signed an Officer
(an “Authentication Order”), authenticate
Notes for original issue under this Supplemental Indenture, including any
Additional Notes issued pursuant to Section 2.07 hereof.  The aggregate principal amount of Notes
outstanding at any time may not exceed the aggregate principal amount of Notes
authorized for issuance by the Company pursuant to one or more Authentication
Orders, except as provided in Section 2.08 hereof.


 


The
Trustee may appoint an authenticating agent acceptable to the Company to
authenticate


 


15

















 


Notes.  An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Supplemental Indenture
to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders, the
Company or an Affiliate of the Company.


 


Section 2.03.                             Registrar
and Paying Agent.


 


The Company will maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange (“Registrar”) and an office or
agency where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the
Notes and of their transfer and exchange. 
The Company may appoint one or more co-registrars and one or more
additional paying agents.  The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional
paying agent.  The Company may change any
Paying Agent or Registrar without notice to any Holder.  The Company will notify the Trustee in
writing of the name and address of any Agent not a party to this Supplemental
Indenture.  If the Company fails to
appoint or maintain another entity as Registrar or Paying Agent, the Trustee
shall act as such.  The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.


 


The Company initially
appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.


 


The Company initially
appoints the Trustee to act as the Registrar and Paying Agent and to act as
Custodian with respect to the Global Notes.


 


Section 2.04.                             Paying
Agent to Hold Money in Trust.


 


The Company will require
each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust for the benefit of Holders or the Trustee all money
held by the Paying Agent for the payment of principal, premium, if any, or
interest on the Notes, and will notify the Trustee of any default by the
Company in making any such payment. 
While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. 
The Company at any time may require a Paying Agent to pay all money held
by it to the Trustee.  Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary)
will have no further liability for the money. 
If the Company or a Subsidiary acts as Paying Agent, it will segregate
and hold in a separate trust fund for the benefit of the Holders all money held
by it as Paying Agent.  Upon any
bankruptcy or reorganization proceedings relating to the Company, the Trustee
will serve as Paying Agent for the Notes.


 


Section 2.05.                             Holder
Lists.


 


The Trustee will preserve in
as current a form as is reasonably practicable the most recent list available
to it of the names and addresses of all Holders and shall otherwise comply with
TIA § 312(a).  If the Trustee is not
the Registrar, the Company will furnish to the Trustee at least seven Business
Days before each interest payment date and at such other times as the Trustee
may request in writing, a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of the Holders and the
Company shall otherwise comply with TIA § 312(a).


 


Section 2.06.                             Transfer
and Exchange.


 


(a)                                  Transfer
and Exchange of Global Notes.  A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a nominee of
the Depositary to the Depositary or to another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary.  All Global
Notes shall be exchanged by 


 


16

















 


the Company for Definitive
Notes if:


 


 (1)                                the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date
of such notice from the Depositary;


 


 (2)                                the Company in
its sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; or


 


 (3)                                there has
occurred and is continuing an Event of Default with respect to the Notes and
DTC requests the issuance of Definitive Notes.


 


Upon
the occurrence of any of the preceding events in (1), (2) or (3) above,
Definitive Notes shall be issued in such names and in any approved
denominations as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.08 and 2.11
hereof.  Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Sections 2.08 or 2.11 hereof, shall
be authenticated and delivered in the form of, and shall be, a Global
Note.  A Global Note may not be exchanged
for another Note other than as provided in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) and (d) hereof.


 


None of the
Company, any of the Guarantors or the Trustee will be liable for any delay by
DTC, its nominee or any direct or indirect DTC participant in identifying the
beneficial owners of the Notes.  The
Company, the Guarantors and the Trustee may conclusively rely on, and will be
protected in relying on, instructions from DTC or its nominee for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the certificated Notes to be issued.


 


(b)                                 Transfer
and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of
beneficial interests in the Global Notes shall be effected through the
Depositary, in accordance with the provisions of this Supplemental Indenture
and the Applicable Procedures. Transfers of beneficial interests in the Global
Notes also will require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


 (1)                                Transfer
of Beneficial Interests in the Same Global Note.  Beneficial interests in any Global Note may
be transferred to Persons who take delivery thereof in the form of a beneficial
interest in a Global Note. No written orders or instructions shall be required
to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).


 


 (2)                                All
Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all
transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above,
the transferor of such beneficial interest must deliver to the Registrar both:


 


(A)                              a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged; and


 


17
















 


(B)                                instructions
given in accordance with the Applicable Procedures containing information
regarding the Participant account to be credited with such increase.


 


Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Supplemental Indenture and the
Notes or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 


(c)                                  Transfer
or Exchange of Beneficial Interests in Global Notes for Definitive Notes.  If any holder of a beneficial interest in a
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(2) hereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(g) hereof, and the Company shall
execute and the Trustee shall authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the
Participant or Indirect Participant. The Trustee shall deliver such Definitive
Notes to the Persons in whose names such Notes are so registered.


 


(d)                                 Transfer
and Exchange of Definitive Notes for Beneficial Interests in Global Notes.


 


A
Holder of a Definitive Note may exchange such Note for a beneficial interest in
a Global Note or transfer such Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Global Notes.


 


If
any such exchange or transfer from a Definitive Note to a beneficial interest
is effected pursuant to the previous paragraph at a time when a Global Note has
not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Global Notes in an aggregate principal amount
equal to the principal amount of Definitive Notes so transferred.


 


A
Holder of Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of a Definitive Note.


 


(e)                                  Transfer
and Exchange of Definitive Notes for Definitive Notes. 
Upon request by a Holder of Definitive Notes and
such Holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. 
In addition, the requesting Holder must provide any additional
certifications, documents and information, as applicable, reasonably required
by the Registrar.


 


(f)                                    Legends. 
A legend in substantially the following form will
appear on all Global Notes issued under this Supplemental Indenture unless
specifically stated otherwise in the applicable provisions of this Supplemental
Indenture.


 


18

















 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE SECOND SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06 OF THE SECOND SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL
NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE SECOND SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE
SECOND SUPPLEMENTAL INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF CF
INDUSTRIES, INC.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.”


 


(g)                                 Cancellation
and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.12
hereof.  At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on the “Schedule of Exchanges of
Interests in the Global Note” attached to such Global Note and a notation will
be made in the records maintained by the Trustee or by the Depositary at the
direction of the Trustee to reflect such reduction; and if the beneficial
interest is being exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Note,
such other Global Note will be increased accordingly and an endorsement will be
made on the “Schedule of Exchanges of Interests in the Global Note” attached to
such Global Note and a notation will be made in the records maintained by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.


 


(h)                                 General
Provisions Relating to Transfers and Exchanges.


 


 (1)                                To permit
registrations of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order or at the Registrar’s request.


 


19

















 


 (2)                                No service
charge shall be made to a Holder of a Global Note or to a Holder of a
Definitive Note for any registration of transfer or exchange, but the Company
may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Sections 2.11, 3.06, 4.08 and 9.05 hereof).


 


 (3)                                The Registrar
shall not be required to register the transfer of or exchange any Note selected
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part.


 


 (4)                                All Global
Notes and Definitive Notes issued upon any registration of transfer or exchange
of Global Notes or Definitive Notes shall be the valid obligations of the
Company, evidencing the same debt, and entitled to the same benefits under this
Supplemental Indenture, as the Global Notes or Definitive Notes surrendered
upon such registration of transfer or exchange.


 


 (5)                                The Company
shall not be required:


 


(A)                              to issue, to
register the transfer of or to exchange any Notes (i) during a period
beginning at the opening of business 15 days before the day of any
selection of Notes for redemption under Section 3.02 hereof and ending at
the close of business on the day of selection or (ii) that have been
tendered and not withdrawn in connection with a Change of Control Offer;


 


(B)                                to register the
transfer of or to exchange any Note selected for redemption in whole or in
part, except the unredeemed portion of any Note being redeemed in part; or


 


(C)                                to register the
transfer of or to exchange a Note between a record date and the next succeeding
interest payment date.


 


 (6)                                Prior to due
presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving
payment of principal of and interest on such Notes and for all other purposes,
and none of the Trustee, any Agent or the Company shall be affected by notice
to the contrary.


 


 (7)                                The Trustee
shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02 hereof.


 


 (8)                                All orders,
certifications, certificates and Opinions of Counsel required to be submitted
to the Registrar pursuant to this Section 2.06 to effect a registration of
transfer or exchange may be submitted by facsimile.


 


Section 2.07.                             Issuance
of Additional Notes.


 


The
Company shall be entitled, upon delivery of an Officers’ Certificate, Opinion
of Counsel and Authentication Order, to issue Additional Notes under this
Supplemental Indenture which shall have identical terms as the Initial Notes
issued on the Issue Date, other than with respect to the date of issuance and
issue price.  The Initial Notes and any
Additional Notes issued shall be treated as a single class for all purposes under
this Supplemental Indenture.


 


20

















 


With
respect to any Additional Notes, the Company shall set forth in a resolution of
its Board of Directors and an Officers’ Certificate, a copy of each which shall
be delivered to the Trustee, the following information: (1) the aggregate
principal amount of such Additional Notes to be authenticated and delivered
pursuant to this Supplemental Indenture and (2) the issue price, the date
of issuance and the CUSIP number of such Additional Notes.


 


Section 2.08.                             Replacement
Notes.


 


If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
will issue and the Trustee, upon receipt of an Authentication Order, will
authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the
judgment of (i) the Trustee to protect the Trustee and (ii) the
Company to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in
replacing a Note.


 


Every replacement Note is an
additional obligation of the Company and will be entitled to all of the
benefits of this Supplemental Indenture equally and proportionately with all
other Notes duly issued hereunder.


 


Section 2.09.                             Outstanding
Notes.


 


The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section 2.09 as not outstanding.  Except as set forth in Section 2.10
hereof, a Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note; however, Notes
held by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07 hereof.


 


If a Note is replaced
pursuant to Section 2.08 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
protected purchaser.


 


If the principal amount of
any Note is considered paid under Section 4.01 hereof, it ceases to be
outstanding and interest on it ceases to accrue.


 


If the Paying Agent (other
than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay Notes payable on that
date, then on and after that date such Notes will be deemed to be no longer
outstanding and will cease to accrue interest.


 


Section 2.10.                             Treasury
Notes.


 


In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or any Guarantor, or
by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any Guarantor, will be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that a Responsible Officer of the
Trustee knows are so owned will be so disregarded.


 


21

















 


Section 2.11.                             Temporary
Notes.


 


Until certificates
representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, will authenticate temporary
Notes.  Temporary Notes will be
substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as may be reasonably
acceptable to the Trustee.  Without
unreasonable delay, the Company will prepare and the Trustee will authenticate
definitive Notes in exchange for temporary Notes.


 


Holders of temporary Notes
will be entitled to all of the benefits of this Supplemental Indenture.


 


Section 2.12.                             Cancellation.


 


The Company or one of its
Affiliates at any time may deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Company or one of
its Affiliates may have acquired in any manner whatsoever, and may deliver to
the Trustee for cancellation any Notes previously authenticated hereunder which
the Company has not issued and sold.  The
Registrar, any transfer agent and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment.  The Trustee shall promptly cancel and dispose
of in accordance with its customary procedures all Notes surrendered for
transfer, exchange, payment or cancellation and upon written request shall deliver
a certificate of disposition to the Company. 
The Company may not issue new Notes to replace Notes it has paid in full
or delivered to the Trustee for cancellation.


 


Section 2.13.                             Defaulted
Interest.


 


If the Company defaults in a
payment of interest on the Notes, it will pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date,
in each case at the rate provided in the Notes and in Section 4.01
hereof.  The Company will notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. 
The Company will fix or cause to be fixed each such special record date
and payment date; provided that no such special
record date may be less than 10 days prior to the related payment date for such
defaulted interest.  At least 15 days
before the special record date, the Company (or, upon the written request of
the Company, the Trustee in the name and at the expense of the Company) will
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.


 


Section 2.14.                             CUSIP
Numbers.


 


The Company in issuing the
Notes may use CUSIP, ISIN or other similar numbers, if then generally in use,
and thereafter with respect to such series, the Trustee may use such numbers in
any notice (including any notice of redemption or exchange) provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice (including any notice of redemption
or exchange) and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such notice or notice of redemption shall
not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee
in writing of any change in the CUSIP, ISIN or other similar numbers.


 


22

















 


ARTICLE
3

REDEMPTION


 


Section 3.01.                             Notices
to Trustee.


 


If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it must furnish to the Trustee, at least 30 days but not more than 60
days before a redemption date, an Officers’ Certificate setting forth:


 


(1)                                  the clause of
this Supplemental Indenture pursuant to which the redemption shall occur;


 


(2)                                  the redemption
date;


 


(3)                                  the principal
amount of the Notes to be redeemed; and


 


(4)                                  the redemption
price.


 


If the redemption price is not known at the time
such notice is to be given, the actual redemption price shall be set forth in
an Officers’ Certificate of the Company delivered to the Trustee no later than
two Business Days prior to the redemption date.


 


Section 3.02.                             Selection
of Notes to Be Redeemed or Purchased.


 


If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time
(subject to Applicable Procedures in the case of Global Notes), the Trustee
will select Notes for redemption or purchase on a pro rata basis or, to the extent not practicable, on such
other basis as the Trustee deems fair and appropriate, unless otherwise
required by law or applicable stock exchange or depositary requirements; provided that the minimum denominations are preserved.


 


In the event of partial
redemption or purchase by lot, the particular Notes to be redeemed or purchased
will be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption or purchase date by the Trustee from the
outstanding Notes not previously called for redemption or purchase.


 


The Trustee shall promptly
notify the Company in writing of the Notes selected for redemption or purchase
and, in the case of any Note selected for partial redemption or purchase, the
principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected shall be
in minimum amounts of $2,000 or integral multiples of $1,000 in excess thereof;
no Notes of $2,000 or less can be redeemed in part, except that if all of the
Notes of a Holder are to be redeemed or purchased, the entire outstanding
amount of Notes held by such Holder, even if not equal to $2,000 or an integral
multiple of $1,000 in excess thereof, shall be redeemed or purchased.  Except as provided in the preceding sentence,
provisions of this Supplemental Indenture that apply to Notes called for
redemption or purchase also apply to portions of Notes called for redemption or
purchase.


 


Section 3.03.                             Notice
of Redemption.


 


At least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of this Supplemental Indenture pursuant to Articles 8 or 11
hereof.


 


The notice will identify the
Notes to be redeemed and will state:


 


23

















 


 (1)                                the redemption
date;


 


 (2)                                the redemption
price, or manner of calculation thereof if not then known;


 


 (3)                                if any Note is
being redeemed in part, the portion of the principal amount of such Note to be
redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed portion will be
issued upon cancellation of the original Note;


 


 (4)                                the name and
address of the Paying Agent;


 


 (5)                                that Notes
called for redemption must be surrendered to the Paying Agent to collect the
redemption price;


 


 (6)                                that, unless
the Company defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date;


 


 (7)                                the paragraph
of the Notes and/or Section of this Supplemental Indenture pursuant to
which the Notes called for redemption are being redeemed; and


 


 (8)                                that no
representation is made as to the correctness or accuracy of the CUSIP/CINS
number, if any, listed in such notice or printed on the Notes.


 


At the Company’s request,
the Trustee will give the notice of redemption in the Company’s name and at its
expense; provided, however,
that the Company has delivered to the Trustee, at least 45 days prior to the
redemption date (unless a shorter time is agreed to by the Trustee), an
Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.


 


Section 3.04.                             Effect
of Notice of Redemption.


 


Once notice of redemption is
mailed in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the redemption date at the redemption
price.  A notice of redemption may not be
conditional.


 


Section 3.05.                             Deposit
of Redemption or Purchase Price.


 


Not later than 10:00 a.m.
(Eastern Time) on the redemption or purchase date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the
redemption or purchase price of and accrued interest on all Notes to be
redeemed or purchased on that date.  The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest on, all Notes to be redeemed or purchased.


 


If the Company complies with
the provisions of the preceding paragraph, on and after the redemption or
purchase date, interest shall cease to accrue on the Notes or the portions of
Notes called for redemption or purchase. 
If a Note is redeemed or purchased on or after an interest record date
but on or prior to the related interest payment date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date.  If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid
on the unpaid 


 


24

















 


principal,
from the redemption or purchase date until such principal is paid, and to the
extent lawful on any interest not paid on such unpaid principal, in each case
at the rate provided in the Notes and in Section 4.01 hereof.


 


Section 3.06.                             Notes
Redeemed or Purchased in Part.


 


Upon surrender of a Note
that is redeemed or purchased in part, the Company will issue and, upon receipt
of an Authentication Order, the Trustee will authenticate for the Holder at the
expense of the Company a new Note equal in principal amount to the unredeemed
or unpurchased portion of the Note surrendered.


 


Section 3.07.                             Optional
Redemption.


 


The Company may redeem the
Notes, in whole at any time or in part from time to time, at its option, at a
redemption price equal to the greater of:


 


 (1)                                100% of the
principal amount of the Notes to be redeemed; and


 


 (2)                                as determined
by the Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes being redeemed
(excluding any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 50 basis points;


 


plus, in each case, accrued and unpaid interest, if any, thereon to, but
not including, the redemption date. 
Notwithstanding the foregoing, installments of interest on Notes that
are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the Holders as
of the close of business on the relevant record date.


 


Section 3.08.                             Mandatory
Redemption.


 


The Company is not required
to make mandatory redemption or sinking fund payments with respect to the Notes.


 


ARTICLE
4

COVENANTS


 


Section 4.01.                             Payment
of Notes.


 


The Company will pay or cause to
be paid the principal of, premium, if any, and interest on, the Notes on the
dates and in the manner provided in the Notes. 
Principal, premium, if any, and interest due on the Notes will be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then due
on the Notes.


 


The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue principal at the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.


 


25

















 


Section 4.02.                             Maintenance
of Office or Agency.


 


The Company will maintain an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Supplemental Indenture may be
served.  The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency.  If at any time
the Company fails to maintain any such required office or agency or fails to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.


 


The Company may also from time to
time designate one or more other offices or agencies where the Notes may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however,  that no such
designation or rescission will in any manner relieve the Company of its
obligation to maintain an office or agency for such purposes.  The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.


 


The Company hereby designates the
Corporate Trust Office of the Trustee as one such office or agency of the
Company in accordance with Section 2.03 hereof.


 


Section 4.03.                             SEC
Reports.


 


Whether or not CF Holdings
is then required to file reports with the SEC, CF Holdings shall file with the
SEC (unless the SEC will not accept such filings) all such reports and other
information as it would be required to file with the SEC by Section 13(a) or
15(d) under the Exchange Act if it were subject thereto within the time
periods specified by the SEC’s rules and regulations; provided
that if the SEC will not accept such filings, CF Holdings shall furnish to the
Trustee and to Holders, or cause the Trustee to furnish to Holders, or
otherwise make publicly available, such reports and other information within
such time periods.


 


Delivery of reports,
information and documents to the Trustee hereunder is for informational
purposes only and the Trustee’s receipt of any such reports, information and
documents shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the Company’s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers’ Certificates or statements delivered
to the Trustee pursuant to Section 4.04 hereof).


 


Section 4.04.                             Compliance
Certificate.


 


(a)                                  The Company and
each Guarantor (to the extent that such Guarantor is so required under the TIA)
shall deliver to the Trustee, within 120 days after the end of each fiscal year
ended after the Issue Date, a brief certificate (which need not comply with Section 12.05
hereof) from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company’s (or
such Guarantor’s) compliance with all conditions and covenants under this
Indenture (which compliance shall be determined without regard to any period of
grace or requirement of notice provided under this Indenture) and, in the event
of any Default, specifying each such Default and the nature and status thereof
of which such person may have knowledge.


 


(b)                                 So long as any
of the Notes are outstanding, the Company will deliver to the Trustee, within
15 Business Days after an Executive Officer of CF Holdings or the Company
becomes aware of 


 


26

















 


any Default or Event of
Default, a statement specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.


 


Section 4.05.                             [Intentionally
Omitted].


 


Section 4.06.                             Stay,
Extension and Usury Laws.


 


The Company and each of the
Guarantors covenants (to the extent that it may lawfully do so) that it will
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Supplemental Indenture; and the Company and each of the
Guarantors (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law has been enacted.


 


Section 4.07.                             [Intentionally
Omitted].


 


Section 4.08.                             Offer  to Repurchase Upon Change of Control
Repurchase Event.


 


(a)                                  If a
Change of Control Repurchase Event occurs, unless the Company has exercised its
right to redeem the Notes pursuant to Section 3.07 hereof, the Company
will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or integral
multiples of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, on the Notes repurchased to, but not
including, the date of repurchase (the “Change of Control Payment”).  Notwithstanding the foregoing, installments
of interest on Notes that are due and payable on interest payment dates falling
on or prior to a Change of Control Payment Date will be payable on the interest
payment date to the Holders as of the close of business on the relevant record
date.  Within 30 days following any
Change of Control Repurchase Event, the Company shall mail a notice to each
Holder (and shall provide a copy of such notice to the Trustee):


 


 (1)                                describing the transaction or transactions that
constitute the Change of Control Repurchase Event;


 


 (2)                                offering to repurchase Notes on the date specified in
the notice (the “Change of Control Payment Date”),
which date shall be no earlier than 30 days and no later than 60 days from the
date such notice is mailed; and


 


 (3)                                stating the instructions determined by the Company,
consistent with this Section 4.08, that a Holder must follow in order to
have its Notes purchased.


 


(b)                                 The
Company shall comply with the requirements of Rule 14e-l under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control Repurchase
Event.  To the extent that the provisions
of any securities laws or regulations conflict with this Section 4.08, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.08
by virtue of such compliance.


 


(c)                                  On the
Change of Control Payment Date, the Company shall, to the extent lawful:


 


27
















 


 (1)                                accept for payment all Notes or portions of Notes
properly tendered pursuant to the Change of Control Offer;


 


 (2)                                deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all notes or portions of Notes properly
tendered; and


 


 (3)                                deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions of Notes being purchased.


 


(d)                                 The Company shall publicly announce the results of the Change of Control
Offer on or as soon as practicable after the Change of Control Payment Date.


 


(e)                                  Notwithstanding anything to the contrary in this Section 4.08, the
Company shall not be required to make a Change of Control Offer upon a Change
of Control Repurchase Event if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in this Section 4.08 and purchases all of the Notes properly
tendered and not withdrawn under the Change of Control Offer.


 


Section 4.09.                             Limitation
on Liens.


 


Except as
provided under Section 4.11 hereof, neither CF Holdings nor any of its
Subsidiaries shall create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable for, contingently or otherwise (collectively, “incur”), any Indebtedness secured by a Lien, other than a
Permitted Lien, upon any Principal Property without equally and ratably
securing any Notes then outstanding (for so long as such Indebtedness is so
secured).


 


Section 4.10.                             Limitation
on Sale and Leaseback Transactions.


 


 Except
as provided under Section 4.11 hereof, CF Holdings shall not, and shall
not permit any of its Subsidiaries to, enter into any Sale and Leaseback
Transaction with respect to a Principal Property and with a lease exceeding
three years, other than leases between or among the Company and the Guarantors,
unless:


 


 (1)                                the Company and/or such Subsidiary or Subsidiaries
would be entitled to incur Indebtedness in an amount equal to or greater than
the Attributable Debt in respect of such Sale and Leaseback Transaction,
secured by a Lien on such Principal Property without being required to secure
the Notes in accordance with Section 4.09 hereof; and


 


 (2)                                within 120 days after such Sale and Leaseback
Transaction, the Company or such Subsidiary applies an amount equal to the
greater of the net proceeds of such Sale and Leaseback Transaction and the Fair
Market Value at the time of such Sale and Leaseback Transaction of the Principal
Property so leased to the retirement of Funded Debt of the Company or any of
its Subsidiaries or the purchase, acquisition or, in the case of real property,
construction of other property that will constitute Principal Property.


 


Section 4.11.                             Exemption from Limitations on Liens and Sale and
Leaseback Transactions.


 


CF Holdings and its Subsidiaries may incur
Indebtedness secured by Liens or enter into Sale and Leaseback Transactions
that would not otherwise be permitted under Sections 4.09 and 4.10 hereof; provided that, immediately after giving
effect thereto, the amount of outstanding Indebtedness secured by


 


28

















 


a Lien (other than a Permitted Lien) upon any Principal
Property (now owned or hereafter acquired) incurred without equally and ratably
securing the Notes pursuant to Section 4.09 hereof, plus the aggregate amount of all
outstanding Attributable Debt with respect to all such Sale and Leaseback
Transactions (not including those that are for less than three years or in
respect of which Funded Debt is retired or property that will constitute
Principal Property is purchased, as provided under Section 4.10 hereof),
does not exceed 5% of Consolidated Total Assets.


 


Liens and Indebtedness incurred and Sale and
Leaseback Transactions entered into by any Terra Nitrogen Entity shall be
disregarded for purposes of Sections 4.09 and 4.10 hereof until such time, if
any, that such Person is required to become a Guarantor pursuant to the
provisions described under Section 4.12 hereof; provided
that, at the time such Person is required to become a Guarantor pursuant to
such provisions, any such Liens, Indebtedness and Sale and Leaseback
Transactions existing at such time shall be disregarded for purposes of Sections
4.09 and 4.10 hereof so long as such Liens, Indebtedness or Sale and Leaseback
Transactions were in existence prior such time and not incurred in
contemplation of such Person becoming a Guarantor.


 


Section 4.12.                             Additional
Note Guarantees.


 


If any Subsidiary of CF Holdings other than the Company or
a Subsidiary Guarantor becomes a borrower under the Credit Agreement or
directly or indirectly guarantees any Indebtedness under the Credit Agreement,
CF Holdings must cause such Subsidiary to, at the same time, execute and
deliver to the Trustee a supplemental indenture reasonably satisfactory to the
Trustee pursuant to which such Subsidiary will guarantee payment of the notes
on the same terms and conditions as those applicable to the Subsidiary Guarantors
under this Supplemental Indenture. 
Thereafter, such Subsidiary will be a Subsidiary Guarantor with respect
to the Notes until such Subsidiary’s Note Guarantee with respect to the Notes
is released in accordance with this Supplemental Indenture.


 


ARTICLE
5

CONSOLIDATION, MERGER OR SALE OF ASSETS


 


Section 5.01.                             Merger
Consolidation or Sale of Assets.


 


(a)                                  Neither CF Holdings nor the Company will, directly or indirectly: (1) consolidate
or merge with or into another Person, other than CF Holdings or the Company ,
respectively (whether or not CF Holdings or the Company, as the case may be, is
the surviving corporation), or (2) sell, assign, transfer, convey, lease
or otherwise dispose of all or substantially all of the properties or assets of
CF Holdings and its Subsidiaries, taken as a whole, in one or more related
transactions, to another Person, unless:


 


 (1)                                either (a) CF Holdings or the Company, as the case may be, is the
survivor formed by or resulting from such consolidation or merger or (b) the
surviving or successor entity is a corporation or limited liability company
organized or existing under the laws of the United States, any State of the
United States or the District of Columbia;


 


 (2)                                the surviving or successor entity (if other than CF Holdings or the
Company, as the case may be) or the person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all the
obligations of CF Holdings or the Company, as the case may be, under the Notes
and this Supplemental Indenture pursuant to a supplemental indenture reasonably
satisfactory to the Trustee;


 


29

















 


 (3)                                immediately after completion of the transaction, no Default or Event of
Default has occurred and is continuing; and


 


 (4)                                the surviving or successor entity shall have delivered to the Trustee an
Officers’ Certificate and Opinion of Counsel, each stating that such
transaction and any supplemental indenture entered into in connection with such
transaction comply with this Section 5.01 and that all conditions
precedent in this Supplemental Indenture relating to such transaction have been
complied with.


 


Section 5.02.                             Successor
Corporation Substituted.


 


Upon any
consolidation or merger, or any sale, assignment, transfer, lease, conveyance
or other disposition of all or substantially all of the properties or assets of
CF Holdings or the Company in a transaction that is subject to, and that
complies with the provisions of, Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which CF Holdings or the Company
is merged or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition, in the case of CF Holdings
the provisions of this Supplemental Indenture referring to the “CF Holdings”
shall refer instead to the surviving or successor Person and not to CF Holdings
and in the case of the Company the provisions of this Supplemental Indenture
referring to the “Company” shall instead refer to such surviving or successor
Person and not the Company), and may exercise every right and power of CF
Holdings or the Company, as the case may be, under this Supplemental Indenture
with the same effect as if such successor Person had been named as CF Holdings
or the Company, as applicable, herein (except that the Company or its successor
pursuant to this Section 5.02 shall not be required to be a Guarantor),
and thereafter the predecessor Person shall be relieved of all obligations and
covenants under this Supplemental Indenture and the Notes or the Note
Guarantees, as applicable; provided, however, that (1) the predecessor CF Holdings shall not
be relieved from its obligations with respect to its Note Guarantee and (2) the
predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes, except, in each case, upon a sale of
all of CF Holdings’ or the Company’s assets in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof.


 


ARTICLE
6

DEFAULT AND REMEDIES


 


Section 6.01.                             Events
of Default.


 


(a)                                  Each of the
following is an “Event of Default”:


 


 (1)                                default for 30
days in the payment when due of interest on the Notes;


 


 (2)                                default in the
payment when due (at maturity, upon redemption or otherwise) of the principal
of, or premium, if any, on, the Notes;


 


 (3)                                subject to
clause (b) of this Section 6.01, failure by CF Holdings or any of its
Subsidiaries to comply with any other covenant or other agreement in this
Supplemental Indenture with respect to the Notes or any term in the Notes for
60 days after notice to the Company by the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding;


 


30

















 


 (4)                                default under
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed by
CF Holdings or any of its Subsidiaries (or the payment of which is guaranteed
by CF Holdings or any of its Subsidiaries), whether such Indebtedness exists on
or prior to or is created after the Issue Date, if that default:


 


(A)                              is caused by a
failure to pay principal when due at final (and not any interim) maturity of
such Indebtedness on or prior to the expiration of the grace period provided in
such Indebtedness (a “Payment Default”);  or


 


(B)                                results in the
acceleration of such Indebtedness prior to its stated maturity (without such
acceleration having been rescinded, annulled or otherwise cured);


 


and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated (without such acceleration having been rescinded, annulled or
otherwise cured), aggregates $150.0 million or more;


 


 (5)                                any Note
Guarantee of CF Holdings or a Significant Subsidiary of CF Holdings is held in
any judicial proceeding to be unenforceable or invalid or, except as permitted
by this Supplemental Indenture, ceases for any reason to be in full force and
effect, or CF Holdings or any Subsidiary Guarantor, or any Person acting on
behalf of any Subsidiary Guarantor, that is a Significant Subsidiary of CF
Holdings denies or disaffirms its obligations under its Note Guarantee;


 


 (6)                                CF Holdings or
any of its Subsidiaries that is a Significant Subsidiary of CF Holdings or any
group of Subsidiaries of CF Holdings that, taken together, would constitute a
Significant Subsidiary of CF Holdings, pursuant to or within the meaning of
Bankruptcy Law:


 


(A)                              commences a
voluntary case,


 


(B)                                consents to the
entry of an order for relief against it in an involuntary case,


 


(C)                                consents to the
appointment of a custodian of it or for all or substantially all of its
property,


 


(D)                               makes a general
assignment for the benefit of its creditors, or


 


(E)                                 generally is
not paying its debts as they become due; or


 


 (7)                                a court of
competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)                              is for relief
against CF Holdings or any of its Subsidiaries that is a Significant Subsidiary
of CF Holdings or any group of Subsidiaries of CF Holdings that, taken
together, would constitute a Significant Subsidiary of CF Holdings in an
involuntary case;


 


31

















 


(B)                                appoints a
custodian of CF Holdings or any of its Subsidiaries that is a Significant
Subsidiary of CF Holdings or any group of Subsidiaries of CF Holdings that,
taken together, would constitute a Significant Subsidiary of CF Holding; or


 


(C)                                orders the
liquidation of CF Holdings or any of its Subsidiaries that is a Significant
Subsidiary of CF Holdings or any group of Subsidiaries of CF Holdings that,
taken together, would constitute a Significant Subsidiary of CF Holding;


 


and the order or decree remains unstayed and in effect for 60 consecutive
days.


 


(b)                                 Notwithstanding clause (3) of Section 6.01(a) hereof or
any other provision of this Supplemental Indenture, except as described in the
final sentence of this clause (b), the sole remedy for any failure by CF
Holdings to comply with Section 4.03 hereof will be the payment of
Liquidated Damages as described in the following sentence, such failure to
comply shall not constitute a Default or Event of Default, and Holders will not
have any right to accelerate the maturity of the Notes as a result of any such
failure to comply.  If a failure by CF
Holdings to comply with Section 4.03 hereof continues for 180 consecutive
days after the Company receives notice of such failure to comply from the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes then outstanding (such notice, a “Reports Default Notice”),
the Company will pay liquidated damages (“Liquidated Damages”)
to all Holders at a rate per annum equal to 0.25% of the principal amount of
the Notes from the 180th day following the Company’s receipt of such Reports
Default Notice to but not including the date on which such failure to comply
shall have been cured or waived (and, on such date, Liquidated Damages will
cease to accrue).  A failure to comply
with Section 4.03 hereof automatically will cease to be continuing and
will be deemed cured at such time as CF Holdings files with the SEC (or, if the
SEC will not accept such filing, delivers to Holders, or causes the Trustee to
deliver to Holders, or otherwise makes publicly available) the applicable
annual report, information, document or other report.  In no event will the Company be required to
pay Liquidated Damages at a rate in excess of 0.25% of the principal amount of
the Notes per annum, irrespective of the number of Reports Default Notices that
may have been received and irrespective of the number of failures to comply
with Section 4.03 hereof that may be continuing.  All accrued and unpaid Liquidated Damages, if
any, shall be paid by the Company on the next scheduled interest payment date
in the same manner as interest on the Notes is payable on such date.  In the case of any Reports Default Notice
given by Holders, such Holders shall provide a copy of such Reports Default
Notice to the Trustee.


 


(c)                                  For purposes of clauses (a)(4), (a)(6) and (a)(7) of this Section 6.01,
each Terra Nitrogen Entity will be deemed not to be a Subsidiary of CF Holdings
until such time as it is required to become a Guarantor pursuant to Section 4.12
hereof.


 


Section 6.02.                             Acceleration.


 


In
the case of an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof,
with respect to CF Holdings or any of its Subsidiaries that is a Significant
Subsidiary of CF Holdings or any group of Subsidiaries of CF Holdings that,
taken together, would constitute a Significant Subsidiary of CF Holdings, all
outstanding Notes will become due and payable immediately without further
action or notice.  If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately by written notice to the Company (and
to the Trustee if given by Holders) specifying such Event of Default.  Upon any such declaration, the Notes shall
become due and payable immediately.


 


The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may, on behalf of all of the Holders,
rescind an acceleration and its consequences, if


 


32

















 


the rescission would not conflict with any judgment or decree and if
all existing Events of Default (except nonpayment of principal, interest or
premium that has become due solely because of the acceleration) have been cured
or waived.


 


Section 6.03.                             Other
Remedies.


 


If an Event of Default with
respect to the Notes occurs and is continuing, the Trustee may pursue, in its
own name or as trustee of an express trust, any available remedy by proceeding
at law or in equity to collect the payment of principal of, premium, if any,
and interest on the Notes or to enforce the performance of any provision of the
Notes or this Supplemental Indenture.


 


The Trustee may maintain a
proceeding even if it does not possess any of the Notes or does not produce any
of them in the proceeding.


 


Section 6.04.                             Waiver
of Past Defaults.


 


Subject to Sections 6.02,
6.07 and Section 9.02 hereof, the Holders of a majority in aggregate
principal amount of the outstanding Notes (voting as a single class), by notice
to the Trustee, may, on behalf of the Holders of all of the Notes, waive an
existing Default or Event of Default with respect to the Notes and its
consequences, except a Default or Event of Default in the payment of principal
of, premium or interest, if any, on any Notes as specified in clause (1) or
(2) of Section 6.01(a) hereof. 
Upon any such waiver, such Default shall cease to exist, and any Event
of Default with respect to the Notes arising therefrom shall be deemed to have
been cured for every purpose of this Supplemental Indenture and the Company,
Trustee and Holders restored to their former position and rights hereunder; but
no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.


 


Section 6.05.                             Control
by Majority.


 


Subject to Sections 7.01 and
7.02(e), the Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes by this Supplemental
Indenture.  However, the Trustee may
refuse to follow any direction that conflicts with law or this Supplemental
Indenture, that the Trustee determines may be unduly prejudicial to the rights
of Holders not joining in the giving of such direction or that may involve the
Trustee in personal liability.


 


Section 6.06.                             Limitation
on Suits.


 


Except
to enforce the right to receive payment of principal, premium, if any, or
interest, if any, when due, no Holder of any Note may pursue any remedy with
respect to this Supplemental Indenture with respect to the Notes unless:


 


 (1)                                such Holder has
previously given the Trustee notice that an Event of Default is continuing;


 


 (2)                                the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes have
requested the Trustee to pursue the remedy;


 


 (3)                                such Holders
have offered the Trustee security or indemnity satisfactory to it against any
loss, liability or expense;


 


33

















 


 (4)                                the Trustee has
not complied with such request within 60 days after the receipt of the request
and the offer of security or indemnity; and


 


 (5)                                the Holders of
a majority in aggregate principal amount of the then outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day
period.


 


A Holder may not use this
Supplemental Indenture to prejudice the rights of another Holder or to obtain a
preference or priority over such other Holder.


 


Section 6.07.                             Rights
of Holders of Notes to Receive Payment.


 


Notwithstanding any other
provision of this Supplemental Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on such Note, on or
after the respective due dates expressed in such Note (including in connection
with an offer to purchase), or to bring suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.


 


Section 6.08.                             Collection
Suit by Trustee.


 


If an Event of Default
specified in Section 6.01(a)(1) or (2) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and
as Trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest remaining unpaid on, the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


Section 6.09.                             Trustee
May File Proofs of Claim.


 


The
Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. 
To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07 hereof out of the estate
in any such proceeding, shall be denied for any reason, payment of the same
shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.  The Trustee may, on behalf
of the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors’ or other similar committee.


 


34

















 


Section 6.10.                             Application
of Proceeds.


 


If the Trustee collects any
money or property pursuant to this Article 6, or after an Event of Default
any moneys or properties distributable in respect of the Company’s or any
Guarantor’s obligations under this Supplemental Indenture, it shall pay out the
money or property in the following order:


 


First:                     to the Trustee,
its agents and attorneys for amounts due under Section 7.07 hereof,
including payment of all compensation, expenses and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of collection;


 


Second:       to Holders for
amounts due and unpaid on such Notes for principal, premium, and interest,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Notes for principal, premium, if any, and interest,
respectively; and


 


Third:                 to the Company
or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record
date and payment date for any payment to Holders pursuant to this Section 6.10.


 


Section 6.11.                             Restoration
of Rights and Remedies.


 


If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this
Supplemental Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such
Holder, then, and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored to their
former positions hereunder and thereafter all rights and remedies of the
Company, Trustee and the Holders shall continue as though no such proceeding
had been instituted.


 


Section 6.12.                             Undertaking
for Costs.


 


In any suit for the
enforcement of any right or remedy under this Supplemental Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court  in its discretion may require any
party litigant in such suit to file an undertaking to pay the costs of the
suit, and the court may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit having due regard to the merits
and good faith of the claims or defenses made by the party litigant.  This Section 6.12 does not apply to a
suit by a Holder pursuant to Section 6.07 hereof, a suit instituted by the
Trustee or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.


 


Section 6.13.                             Rights
and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
wrongfully taken Notes in Section 2.08 hereof, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


35

















 


Section 6.14.                             Delay
or Omission not Waiver.


 


No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or constitute a waiver
of any such Event of Default or an acquiescence therein.  Subject to Section 6.06 hereof, every
right and remedy given by this Article 6 or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.


 


ARTICLE
7

TRUSTEE


 


Section 7.01.                             Duties
of Trustee.


 


(a)                                  If an Event of
Default has occurred and is continuing, the Trustee will exercise such of the
rights and powers vested in it by this Supplemental Indenture, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.


 


(b)                                 Except during
the continuance of an Event of Default:


 


 (1)                                the duties of
the Trustee will be determined solely by the express provisions of this
Supplemental Indenture and the Trustee need perform only those duties that are
specifically set forth in this Supplemental Indenture and no others, and no
implied covenants or obligations shall be read into this Supplemental Indenture
against the Trustee; and


 


 (2)                                in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Supplemental Indenture. 
However, the Trustee will examine the certificates and opinions to
determine whether or not they conform to the requirements of this Supplemental
Indenture.


 


(c)                                  The Trustee may
not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:


 


 (1)                                this paragraph
does not limit the effect of paragraph (b) of this Section 7.01;


 


 (2)                                the Trustee
will not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in
ascertaining the pertinent facts; and


 


 (3)                                the Trustee
will not be liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to Section 6.05
hereof.


 


(d)                                 Whether or not
therein expressly so provided, every provision of this Supplemental Indenture
that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of
this Section 7.01.


 


(e)                                  No provision of
this Supplemental Indenture will require the Trustee to expend or risk its own
funds or incur any liability.  The Trustee
will be under no obligation to exercise any of its rights and powers under this
Supplemental Indenture at the request of any Holders, unless such Holder has
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.


 


36

















 


(f)                                    The Trustee
will not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. 
Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.


 


Section 7.02.                             Rights
of Trustee.


 


(a)                                  The Trustee may
conclusively rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. 
The Trustee need not investigate any fact or matter stated in the
document.


 


(b)                                 Before the
Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both.  The
Trustee will not be liable for any action it takes or omits to take in good
faith in reliance on any Officers’ Certificate, Opinion of Counsel, resolution
of the Board of Directors, or other request, notice or direction delivered to
it pursuant to the terms of this Supplemental Indenture.  The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel will be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


 


(c)                                  The Trustee may
act through its attorneys and agents and will not be responsible for the
misconduct or negligence of any agent appointed with due care.


 


(d)                                 The Trustee
will not be liable for any action it takes or omits to take in good faith that
it believes to be authorized or within the rights or powers conferred upon it
by this Supplemental Indenture.


 


(e)                                  Unless
otherwise specifically provided in this Supplemental Indenture, any demand,
request, direction or notice from the Company will be sufficient if signed by
an Officer of the Company.


 


(f)                                    The Trustee
will be under no obligation to exercise any of the rights or powers vested in
it by this Supplemental Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee an indemnity or
security satisfactory to it against the losses, liabilities and expenses that
might be incurred by it in compliance with such request or direction.


 


(g)                                 Subject to Section 7.01
hereof, the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder and each Agent.


 


(h)                                 Subject to Section 7.01
hereof, the Trustee shall not be deemed to have knowledge or notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless the Company or Holders of not less than 25%
in aggregate principal amount of the Notes then outstanding notify the Trustee
thereof.


 


(i)                                     Subject to Section 7.01(a) hereof,
the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of Indebtedness or other paper or document, but the Trustee,
may, but shall not be required to, make further inquiry or investigation into
such facts or matters as it may see fit.


 


(j)                                     In no event
shall the Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or


 


37

















 


malfunctions
of utilities, communications or computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.


 


Section 7.03.                             Individual
Rights of Trustee.


 


The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee.  However, in the event that the Trustee
acquires any conflicting interest (as defined in the TIA) it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
Trustee or resign as provided in the TIA. 
Any Agent may do the same with like rights and duties.  The Trustee is also subject to
Sections 7.10 and 7.11 hereof.


 


Section 7.04.                             Trustee’s
Disclaimer.


 


The Trustee will not be
responsible for and makes no representation as to the validity or adequacy of
this Supplemental Indenture or the Notes or the Note Guarantees, it shall not
be accountable for the Company’s use of the proceeds from the Notes or any
money paid to the Company or upon the Company’s direction under any provision
of this Supplemental Indenture, it will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Supplemental Indenture other than its certificate of
authentication.


 


Section 7.05.                             Notice
of Defaults.


 


If a Default or Event of
Default occurs and is continuing and if it is known to a Responsible Officer of
the Trustee, the Trustee will mail to Holders a notice of the Default or Event
of Default within 90 days after it occurs or, if discovered after 90 days,
promptly thereafter.  Except in the case
of a Default or Event of Default in payment of principal of, premium, if any,
or interest on, any Note, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders.


 


Section 7.06.                             Reports
by Trustee to Holders.


 


(a)                                  Within 60 days
after each January 15 beginning with January 15, 2011, and for so
long as Notes remain outstanding, the Trustee will mail to the Holders a brief
report dated as of such reporting date that complies with TIA § 313(a) (but
if no event described in TIA § 313(a) has occurred within the 12
months preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA
§ 313(b)(2).  The Trustee will also
transmit by mail all reports as required by TIA § 313(c).


 


(b)                                 A copy of each
report at the time of its mailing to the Holders will be mailed by the Trustee
to the Company and filed by the Trustee with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA § 313(d).  The Company will promptly notify the Trustee
when the Notes are listed on any stock exchange.


 


Section 7.07.                             Compensation
and Indemnity.


 


(a)                                  The Company
will pay to the Trustee from time to time reasonable compensation for its
acceptance of this Supplemental Indenture and services hereunder.  The Trustee’s compensation will not be
limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the


 


38

















 


Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services.  All amounts set forth in the separate fee
letter entered into prior to the date hereof are deemed reasonable.  Such expenses will include the reasonable
compensation, disbursements and expenses of the Trustee’s agents and counsel.


 


(b)                                 The Company and
the Guarantors will indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Supplemental Indenture,
including the costs and expenses of enforcing this Supplemental Indenture
against the Company and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company, the
Guarantors, any Holder or any other Person) or liability in connection with the
exercise or performance of any of its rights, powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith.  The Trustee
will notify the Company promptly of any claim for which it may seek
indemnity.  Failure by the Trustee to so
notify the Company will not relieve the Company or any of the Guarantors of their
obligations hereunder.  The Company or
such Guarantor will defend the claim and the Trustee will cooperate in the
defense.  The Trustee may have separate
counsel and the Company will pay the reasonable fees and expenses of such
counsel.  Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.


 


(c)                                  The obligations
of the Company and the Guarantors under this Section 7.07 will survive the
satisfaction and discharge of this Supplemental Indenture and the earlier
resignation or removal of the Trustee.


 


(d)                                 To secure the
Company’s and the Guarantors’ payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien
will survive the satisfaction and discharge of this Supplemental Indenture.


 


(e)                                  When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.


 


(f)                                    The Trustee
will comply with the provisions of TIA § 313(b)(2) to the extent
applicable.


 


Section 7.08.                             Replacement
of Trustee.


 


(a)                                  A resignation
or removal of the Trustee and appointment of a successor Trustee will become
effective only upon the successor Trustee’s acceptance of appointment as
provided in this Section 7.08.


 


(b)                                 The Trustee may
resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company.  The Holders
of a majority in aggregate principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:


 


 (1)                                the Trustee
fails to comply with Section 7.10 hereof;


 


 (2)                                the Trustee is
adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;


 


39
















 


 (3)                                a custodian or
public officer takes charge of the Trustee or its property; or


 


 (4)                                the Trustee
becomes incapable of acting.


 


(c)                                  If the Trustee
resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company will promptly appoint a successor Trustee.  Within one year after the successor Trustee
takes office, the Holders of a majority in aggregate principal amount of the
then outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.


 


(d)                                 If a successor
Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least
10% in aggregate principal amount of the then outstanding Notes may petition
any court of competent jurisdiction for the appointment of a successor Trustee.


 


(e)                                  If the Trustee,
after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.


 


(f)                                    A successor
Trustee will deliver a written acceptance of its appointment to the retiring
Trustee and to the Company.  Thereupon,
the resignation or removal of the retiring Trustee will become effective, and
the successor Trustee will have all the rights, powers and duties of the
Trustee under this Supplemental Indenture. 
The successor Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer
all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company’s obligations under Section 7.07
hereof will continue for the benefit of the retiring Trustee.


 


Section 7.09.                             Successor
Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the successor corporation without any further act will be
the successor Trustee.


 


Section 7.10.                             Eligibility;
Disqualification.


 


There will at all times be a Trustee hereunder that
is a corporation organized and doing business under the laws of the United
States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $100.0 million as set forth in its most recent published annual report
of condition.


 


This Supplemental Indenture will always have a
Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and
(5).  The Trustee is subject to TIA
§ 310(b).  There shall be excluded
from the operation of TIA § 310(b)(i) any series of Securities (as defined
in the Base Indenture) under the Base Indenture and the Notes under this
Supplemental Indenture or any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company or any of the Guarantors are outstanding if the requirements for
such exclusion set forth in TIA § 310(b)(i) are met.


 


Section 7.11.                             Preferential
Collection of Claims Against Company.


 


The Trustee is subject to TIA § 311(a),
excluding any creditor relationship listed in TIA § 311(b).


 


40

















 


A Trustee who has resigned
or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.


 


ARTICLE
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.                             Option
to Effect Legal Defeasance or Covenant Defeasance.


 


The Company may at any time elect
to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes and the Note Guarantees upon compliance with the conditions set forth
below in this Article 8.


 


Section 8.02.                             Legal
Defeasance and Discharge.


 


Upon the Company’s exercise under
Section 8.01 hereof of the option applicable to this Section 8.02,
the Company and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes
(including the Note Guarantees) on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”).  For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by such
outstanding Notes (including the Note Guarantees), which will thereafter be
deemed to be “outstanding” only for the purposes of Section 8.05 hereof
and the other Sections of this Supplemental Indenture referred to in clauses (1) and
(2) below, and to have satisfied all their other obligations under such
Notes, the Note Guarantees and this Supplemental Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which will survive
until otherwise terminated or discharged hereunder:


 


 (1)                                the rights of
Holders of outstanding Notes to receive payments in respect of the principal of,
or interest or premium, if any, on, such Notes when such payments are due from
the trust referred to in Section 8.04 hereof;


 


 (2)                                the Company’s
obligations with respect to the Notes under Sections 2.03, 2.04, 2.05,
2.06, 2.08, 2.09, 2.10, 2.11 and  4.02
hereof;


 


 (3)                                the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the
obligations of the Company and each of the Guarantors in connection therewith;
and


 


 (4)                                this Article 8.


 


Subject to compliance with this Article 8,
the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03
hereof.


 


Section 8.03.                             Covenant
Defeasance.


 


Upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03,
the Company and each of the Guarantors will, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.08, 4.09,
4.10, 4.11, 4.12 and Article 5 hereof with respect to the outstanding
Notes on the date the conditions set forth in Section 8.04 hereof are
satisfied (hereinafter, “Covenant Defeasance”),  and such Notes will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of
Holders (and the consequences of any thereof) in connection with such 


 


41

















 


covenants,
but will continue to be deemed “outstanding” for all other purposes hereunder
(it being understood that such Notes will not be deemed outstanding for
accounting purposes).  For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under Section 6.01(a) hereof,
but, except as specified above, the remainder of this Supplemental Indenture
and such Notes and Note Guarantees will be unaffected thereby.  In addition, upon the Company’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(a)(3), (4) and (5) hereof will not constitute
Events of Default.


 


Section 8.04.                             Conditions
to Legal or Covenant Defeasance.


 


In order to exercise either Legal
Defeasance or Covenant Defeasance under either Section 8.02 or 8.03
hereof:


 


 (1)                                the Company must
irrevocably deposit with the Trustee, in trust, for the benefit of the Holders,
cash in U.S. dollars, Government Securities, or a combination of cash in U.S.
dollars and Government Securities, in amounts as will be sufficient, in the
opinion of a nationally recognized investment bank, appraisal firm or firm of
independent public accountants, to pay the principal of, or interest and
premium, if any, on, the outstanding Notes on the stated date for payment
thereof or on the applicable redemption date, as the case may be, and the
Company must specify whether the Notes are being defeased to such stated date
for payment or to a particular redemption date;


 


 (2)                                in the case of
Legal Defeasance, the Company must deliver to the Trustee an opinion of counsel
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the Issue Date, there has been a change in the
applicable U.S. federal income tax law, in either case to the effect that, and
based thereon such opinion of counsel will confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to
U.S. federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


 (3)                                in the case of
Covenant Defeasance, the Company must deliver to the Trustee an cpinion of
counsel reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Covenant Defeasance and will be subject
to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not
occurred;


 


 (4)                                no Default or
Event of Default shall have occurred and be continuing on the date of such
deposit (other than a Default or Event of Default resulting from the borrowing
of funds to be applied to such deposit);


 


 (5)                                such Legal
Defeasance or Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, any material agreement or instrument (other than
this 


 


42

















 


Supplemental Indenture) to which CF Holdings or any of its Subsidiaries is
a party or by which CF Holdings or any of its Subsidiaries is bound;


 


 (6)                                the Company
must deliver to the Trustee an Officers’ Certificate stating that the deposit
was not made by the Company with the intent of preferring the Holders over the
other creditors of the Company with the intent of defeating, hindering,
delaying or defrauding any creditors of the Company or others; and


 


 (7)                                the Company
must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent relating to the Legal Defeasance or
the Covenant Defeasance have been complied with.


 


Section 8.05.                             Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions.


 


Subject to Section 8.06
hereof, all money and Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the “Trustee”)  pursuant to Section 8.04 hereof in respect of any
Notes to be defeased will be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Supplemental Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.


 


The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or Government Securities deposited pursuant to Section 8.04
hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
such Notes.


 


Notwithstanding anything in this Article 8
to the contrary, the Trustee shall deliver or pay to the Company from time to
time upon the request of the Company any money or Government Securities held by
it as provided in Section 8.04 hereof which, in the opinion of a
nationally recognized investment bank, appraisal firm or firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee (which may be the opinion delivered under Section 8.04(1) hereof),
are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06.                             Repayment
to Company.


 


Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest on, any Note and
remaining unclaimed for two years after such principal, premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however,  that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.


 


43

















 


Section 8.07.                             Reinstatement.


 


If the Trustee or Paying Agent is
unable to apply any cash in U.S. dollars or Government Securities in accordance
with Section 8.02 or 8.03 hereof, as the case may be, by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the Company’s and the
Guarantors’ obligations under this Supplemental Indenture, the Notes and the
Note Guarantees affected thereby will be revived and reinstated as though no
deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such
time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however,  that, if the Company makes any payment of principal of,
premium, if any, or interest on, any Note following the reinstatement of its
obligations, the Company will be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.


 


ARTICLE
9

AMENDMENT, SUPPLEMENT AND WAIVER


 


Section 9.01.                             Amendments
Without Consent of Holders.


 


Notwithstanding
Section 9.02 of this Supplemental Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Supplemental Indenture, the Notes
or the Note Guarantees without the consent of any Holder of any Note:


 


 (1)                                to cure any
ambiguity, defect or inconsistency;


 


 (2)                                to provide for
uncertificated Notes in addition to or in place of certificated Notes;


 


 (3)                                to provide for
the assumption of the Company’s or a Guarantor’s obligations to Holders and
Note Guarantees in the case of a merger or consolidation or sale of all or
substantially all of the Company’s or such Guarantor’s assets, as applicable;


 


 (4)                                to make any
change that would provide any additional rights or benefits to the Holders or
that does not adversely affect the legal rights under the Indenture of any
Holder;


 


 (5)                                to comply with
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA;


 


 (6)                                to conform the
text of the the Indenture, the Note Guarantees or the Notes to any provision of
the “Description of the Notes” section of the Company’s prospectus supplement,
dated April 20, 2010, relating to the offering of the Initial Notes, to
the extent that such provision was intended to be a verbatim recitation of a
provision of the Indenture, the Note Guarantees or the Notes;


 


 (7)                                to provide for
the issuance of Additional Notes in accordance with the limitations set forth
in this Supplemental Indenture as of the Issue Date;


 


 (8)                                to establish
the forms or terms of debt securities of any series;


 


 (9)                                to evidence and
provide for the acceptance of appointment by a successor trustee; or


 


44

















 


 (10)                          to allow any
Guarantor to execute a supplemental indenture (including without limitation to
evidence its Note Guarantee) and/or a Note Guarantee with respect to the Notes.


 


Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution
of any such amended or supplemental indenture, and upon receipt by the Trustee
of the documents described in Section 7.02 hereof, the Trustee will join
with the Company and the Guarantors in the execution of any amended or
supplemental indenture authorized or permitted by the terms of this
Supplemental Indenture  and to make any
further appropriate agreements and stipulations that may be therein contained,
but the Trustee will not be obligated to enter into such amended or
supplemental indenture that adversely affects its own rights, duties or
immunities under this Supplemental Indenture or otherwise.


 


Section 9.02.                             With
Consent of Holders.


 


Except as provided in this Section 9.02,
the Notes or the Note Guarantees may be amended with the consent of the Holders
of at least a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, Additional Notes, if any) voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of such Notes), the
Indenture may be amended or supplemented (with respect to the Notes) with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes (including, without limitation, Additional Notes, if
any) voting as a single class (including, without limitation, consents obtained
in connection with a tender offer or exchange offer for, or purchase of, such
Notes), and any existing Default or Event of Default or compliance with any
provision of the Indenture, the Notes or the Note Guarantees may be waived with
the consent of the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes (including, without limitation, Additional Notes,
if any) voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of such Notes).  Section 2.09 hereof
shall determine which Notes are to be considered “outstanding” for purposes of
this Section 9.02.


 


Upon the request of the Company
accompanied by a resolution of its Board of Directors authorizing the execution
of any such amended or supplemental indenture, and upon the filing with the
Trustee of evidence satisfactory to the Trustee of the consent of the Holders
of Notes as aforesaid, and upon receipt by the Trustee of the documents described
in Section 7.02 hereof, the Trustee will join with the Company and the
Guarantors in the execution of such amended or supplemental indenture unless
such amended or supplemental indenture directly adversely affects the Trustee’s
own rights, duties or immunities under this Supplemental Indenture or
otherwise, in which case the Trustee may in its discretion, but will not be
obligated to, enter into such amended or supplemental indenture.  It is not necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it is sufficient if such consent
approves the substance thereof.


 


After an amendment, supplement or
waiver under this Section 9.02 becomes effective, the Company will mail to
the Holders a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Company to
mail such notice, or any defect therein, will not, however, in any way impair
or affect the validity of any such amended or supplemental indenture or
waiver.  Subject to Sections 6.04 and
6.07 hereof, the Holders of a majority in aggregate principal amount of the
Notes then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of the Indenture or such
Notes or Note Guarantees.  However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):


 


45

















 


 (1)                                reduce the
principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;


 


 (2)                                reduce the
principal of or change the fixed maturity of any Note, alter the provisions
with respect to the redemption of the Notes or waive any redemption payment
with respect to any Note;


 


 (3)                                reduce the rate
of or change the time for payment of interest, including default interest, on
any Note;


 


 (4)                                waive a Default
or Event of Default in the payment of principal of, or interest or premium, if
any, on, the Notes (except a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes and a waiver of the payment default that resulted from such
acceleration);


 


 (5)                                make any Note
payable in money other than that stated in the Notes;


 


 (6)                                make any change
in the provisions of this Supplemental Indenture relating to waivers of past
Defaults or the rights of Holders to receive payments of principal of, or
interest or premium, if any, on, the Notes;


 


 (7)                                release any
Guarantor that is a Significant Subsidiary of CF Holdings from any of its
obligations under its Note Guarantee or the Indenture, except in accordance
with the terms of the Indenture; or


 


 (8)                                make any change
in the preceding amendment and waiver provisions described in this Section 9.02.


 


Section 9.03.                             Compliance
with Trust Indenture Act.


 


Every amendment or supplement to
this Supplemental Indenture or the Notes will be set forth in a amended or
supplemental indenture that complies with the TIA as then in effect.


 


Section 9.04.                             Revocation
and Effect of Consents.


 


Until an amendment, supplement or
waiver becomes effective with respect to any Note, a consent to it by a Holder
of such Note is a continuing consent by the Holder of such Note and every
subsequent Holder of such Note or portion of such Note that evidences the same
debt as the consenting Holder’s Note, even if notation of the consent is not
made on any such Note.  However, any such
Holder or subsequent Holder of such Note may revoke the consent as to such Note
if the Trustee receives written notice of revocation before the date the
amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.


 


Section 9.05.                             Notation
on or Exchange of Notes.


 


The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated.  The Company in
exchange for the affected Note may issue and the Trustee shall, upon receipt of
an Authentication Order, authenticate a new Note that reflects the amendment,
supplement or waiver.


 


46

















 


Failure to make the appropriate
notation or issue new Note will not affect the validity and effect of such
amendment, supplement or waiver.


 


Section 9.06.                             Trustee
to Sign Amendments, etc.


 


The Trustee shall sign any
amended or supplemental indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. 
In executing any amended or supplemental indenture, the Trustee will be
entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section 12.04
hereof, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Supplemental Indenture.


 


ARTICLE
10

NOTE GUARANTEES


 


Section 10.01.                       Guarantee.


 


(a)                                  Subject to this
Article 10, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Supplemental Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:


 


 (1)                                the principal
of, premium, if any, and interest on, the Notes will be promptly paid in full
when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and


 


 (2)                                in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.


 


Failing payment when due of any
amount so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors will be jointly and severally obligated to pay the same
immediately.  Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.


 


(b)                                 Subject to this
Article 10, the Guarantors hereby agree that their obligations hereunder
are unconditional, irrespective of the validity, regularity or enforceability
of the Notes or this Supplemental Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a
guarantor.  Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands
whatsoever and covenant that this Note Guarantee will not be discharged except
by complete performance of the obligations contained in the Notes and this
Supplemental Indenture.


 


(c)                                  If any Holder
or the Trustee is required by any court or otherwise to return to the Company,
the Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, any amount paid by
either to the Trustee or such Holder, this Note 


 


47

















 


Guarantee, to the extent
theretofore discharged, will be reinstated in full force and effect.


 


(d)                                 Each Guarantor
agrees that it will not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in
full of all obligations guaranteed hereby. 
Each Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand, (1) the
maturity of the obligations guaranteed hereby may be accelerated as provided in
Article 6 hereof for the purposes of this Note Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in
respect of the obligations guaranteed hereby, and (2) in the event of any
declaration of acceleration of such obligations as provided in Article 6
hereof, such obligations (whether or not due and payable) will forthwith become
due and payable by the Guarantors for the purpose of this Note Guarantee.  The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantee.


 


Section 10.02.                       Limitation
on Guarantor Liability.


 


Each Guarantor, and by its acceptance of Notes, each
Holder, hereby confirms that it is the intention of all such parties that the
Note Guarantee of such Guarantor not constitute a fraudulent transfer or
conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to
the extent applicable to any Note Guarantee. 
To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of such Guarantor will
be limited to the maximum amount that will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that
are relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under
this Article 10, result in the obligations of such Guarantor under its
Note Guarantee not constituting a fraudulent transfer or conveyance.


 


Section 10.03.                       Execution
and Delivery of Note Guarantee.


 


To evidence its Note Guarantee set forth in Section 10.01
hereof, each Guarantor hereby agrees that its
execution and delivery of this Supplemental Indenture or, if applicable, any
supplemental indenture pursuant to Section 4.12 hereof and this Section 10.03
shall evidence its Note Guarantee set forth in Section 10.01 hereof
without the need for notation on the Notes.


 


If, after the date of this
Supplemental Indenture, any Subsidiary of CF Holdings other than the Company or
a Subsidiary Guarantor becomes a borrower under the Credit Agreement or
directly or indirectly guarantees any Indebtedness under the Credit Agreement, if required by Section 4.12 hereof, the Company will cause such
Subsidiary to comply with the provisions of Section 4.12 hereof and this Article 10,
to the extent applicable.


 


Section 10.04.                       Guarantors
May Consolidate, etc., on Certain Terms.


 


No Guarantor may sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another Person, other
than the Company or another Guarantor, unless immediately after giving effect
to such transaction, no Default or Event of Default exists.


 


In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the Note Guarantee and the due and punctual performance of all of
the covenants and 


 


48

















 


conditions of this Supplemental Indenture to be
performed by the Guarantor, such successor Person will succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor.  All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Supplemental Indenture as the Note Guarantees theretofore and
thereafter evidenced in accordance with the terms of this Supplemental
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.


 


Except as set forth in Articles 4 and 5 hereof, and
notwithstanding the first paragraph of this Section 10.04, nothing
contained in this Supplemental Indenture or in any of the Notes will prevent
any consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or will prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.


 


Section 10.05.                       Releases.


 


Each Subsidiary Guarantor
shall be automatically released and relieved of any obligations under its Note
Guarantee:


 


 (1)                                upon the
release, discharge or termination of such Guarantor’s Guarantee of the Credit
Agreement; or


 


 (2)                                upon Legal
Defeasance in accordance with Article 8 hereof or satisfaction and
discharge of this Supplemental Indenture in accordance with Article 11
hereof.


 


CF Holdings shall be automatically released and
relieved of any obligations under its Note Guarantee  upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Supplemental Indenture in accordance with Article 11
hereof.


 


Any Guarantor not released from its obligations
under its Note Guarantee as provided in this Section 10.05 will remain
liable for the full amount of principal of and interest and premium, if any, on
the Notes and for the other obligations of any Guarantor under this
Supplemental Indenture as provided in this Article 10.


 


The Company shall notify the
Trustee of any Note Guarantee of a Subsidiary Guarantor that is released.  The Trustee shall execute and deliver an
appropriate instrument confirming the release of any such Subsidiary Guarantor
upon the Company’s request and upon being provided an Officers’ Certificate and
an Opinion of Counsel to the Trustee stating that all conditions precedent
under this Supplemental Indenture to the execution and delivery of such
instrument have been complied with as provided herein.


 


ARTICLE
11

SATISFACTION AND DISCHARGE


 


Section 11.01.                       Satisfaction
and Discharge.


 


This Supplemental Indenture
will be discharged and will cease to be of further effect as to the Notes (this
being referred to herein as “satisfaction and discharge
of this Supplemental Indenture”), when:


 


(a)                                  either:


 


49
















 


(1)           all Notes that have been
authenticated, except lost, stolen or destroyed Notes that have been replaced
or paid and Notes for whose payment money has theretofore been deposited in
trust and thereafter repaid to the Company, have been delivered to the Trustee
for cancellation; or


 


(2)           all Notes that have not been
delivered to the Trustee for cancellation (A) have become due and payable,
(B) will become due and payable at their Stated Maturity within one year
or (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption and, in the
case of the provisions described in (A), (B) or (C), as applicable, of
this clause (2), the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust solely for the
benefit of the Holders, cash in U.S. dollars, Government Securities, or a
combination of cash in U.S. dollars and Government Securities, in amounts as
will be sufficient, without consideration of any reinvestment of interest, to
pay and discharge the entire Indebtedness on the Notes not delivered to the
Trustee for cancellation for principal, premium, if any, and accrued interest
to the date of maturity or redemption;


 


(b)           no Default or Event of
Default shall have occurred and be continuing on the date of such deposit
(other than a Default or Event of Default resulting from the borrowing of funds
to be applied to such deposit), and the deposit will not result in a breach or
violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is a party or by which the Company or any Guarantor is
bound;


 


(c)           the Company or any Guarantor
has paid or caused to be paid all sums payable by it under this Supplemental
Indenture with respect to the Notes; and


 


(d)           the Company has delivered
irrevocable instructions to the Trustee under this Supplemental Indenture with
respect to the Notes to apply the deposited money toward the payment of the
Notes at maturity or on the applicable redemption date, as the case may be.


 


In addition, the Company
must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee
stating that all conditions precedent relating to satisfaction and discharge of
this Supplemental Indenture have been complied with.


 


Upon the satisfaction and
discharge of this Supplemental Indenture, the Base Indenture shall be deemed to
be automatically discharged and shall be deemed to have ceased to be of further
effect as to the Notes to the same extent as the Supplemental Indenture.  Notwithstanding the satisfaction and
discharge of this Supplemental Indenture, if money has been deposited with the
Trustee pursuant to subclause (2) of clause (a) of this Section 11.01,
the provisions of this Section 11.01 and of Sections 11.02 and 8.06 hereof
will survive.  In addition, nothing in
this Section 11.01 will be deemed to discharge those provisions of Section 7.07
hereof, that, by their terms, survive the satisfaction and discharge of this
Supplemental Indenture.


 


Section 11.02.        Application
of Trust Money.


 


Subject to the provisions of
Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Supplemental Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for the payment of which such
money 


 


50

















 


has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or Government Securities in accordance with Section 11.01
hereof by reason of any legal proceeding or by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company’s and any Guarantor’s obligations
under this Supplemental Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 11.01 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money
or Government Securities in accordance with Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on, any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.


 


ARTICLE
12


MISCELLANEOUS


 


Section 12.01.        Trust
Indenture Act of 1939.


 


This Supplemental Indenture
shall incorporate and be governed by the provisions of the TIA that are
required to be part of and to govern indentures qualified under the TIA.


 


Section 12.02.        Notices.


 


Any notice or communication
to the Company, any Guarantor or the Trustee shall be sufficiently given if
written and (a) delivered in person or (b) mailed by first class mail
(certified or registered, return receipt requested) or (c) sent by
facsimile transmission or (d) sent by overnight air courier guaranteeing
next-day delivery, in each case addressed as follows:


 


if to the Company and/or any Guarantor:


 


CF Industries, Inc.


4 Parkway North, Suite 400


Deerfield, Illinois 
60015


Attention: CFO and General Counsel


Facsimile No.: (847) 405-2711


 


with a copy to:


 


Skadden,
Arps, Slate, Meagher & Flom LLP


155 North
Wacker Drive


Chicago,
Illinois 60606-1720


Attention: Richard C. Witzel, Jr.


Facsimile No.: (312) 407-0411


 


if to the Trustee:


 


Wells
Fargo Bank, National Association


230
West Monroe Street, Suite 2900


Chicago,
Illinois 60606


Attention:
Corporate Trust Services


 


51

















 


Facsimile No.: (312) 726-2158


 


The Company, any Guarantor
or the Trustee, by notice to the others, may designate additional or different
addresses and/or facsimile numbers for subsequent notices or communications.


 


All notices and
communications (other than those sent to Holders) will be deemed to have been
duly given: at the time delivered by hand, if personally delivered; three Business
Days after being deposited in the mail, postage prepaid, if mailed by first
class mail (certified or registered, return receipt requested); upon
acknowledgment of receipt, if transmitted by facsimile; and the next Business
Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next-day delivery.


 


Any notice or communication
to a Holder shall be mailed by first class mail, certified or registered,
return receipt requested, or sent by overnight air courier guaranteeing next
day delivery to its address shown on the register kept by the Registrar.  Any notice or communication will also be so
mailed or sent to any Person described in TIA § 313(c), to the extent
required by the TIA.  Failure to deliver,
mail, transmit or send a notice or communication to a Holder or any defect in
it will not affect its sufficiency with respect to other Holders.


 


If a notice or communication
is delivered, mailed, transmitted or sent in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives
it.


 


If the Company mails a
notice or communication to Holders, it will mail a copy to the Trustee and each
Agent at the same time.


 


Where this Supplemental
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance on such
waiver.


 


In case it shall be
impracticable to give notice in the manner provided above, including by reason
of a suspension of regular mail service, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.


 


Section 12.03.        Communications
by Holders with Other Holders.


 


Holders may communicate pursuant
to TIA § 312(b) with other Holders with respect to their rights under
this Supplemental Indenture or the Notes. 
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA § 312(c).


 


Section 12.04.        Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or
application by the Company to the Trustee to take any action under this
Supplemental Indenture, the Company shall furnish to the Trustee:


 


(1)           an Officers’ Certificate in
form and substance reasonably satisfactory to the Trustee (which must include the
statements set forth in Section 12.05 hereof) stating that, in the opinion
of the signers, all conditions precedent and covenants, if any, provided for in
this Supplemental Indenture relating to the proposed action have been
satisfied; and


 


52

















 


(2)           an Opinion of Counsel in
form and substance reasonably satisfactory to the Trustee (which must include
the statements set forth in Section 12.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been
satisfied.


 


Section 12.05.        Statements
Required in Certificate or Opinion.


 


Each certificate or opinion
with respect to compliance with a condition or covenant provided for in this
Supplemental Indenture (other than the certificate required by Section 4.04(a))
shall include:


 


(1)           a statement that each person
signing such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto;


 


(2)           a brief statement as to the
nature and scope of the examination or investigation upon which the statement
or opinion contained in such certificate or opinion is based;


 


(3)           a statement that, in the
opinion of each such person, he or she has made such examination or
investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with;
and


 


(4)           a statement as to whether or
not, in the opinion of each such person, such condition or covenant has been
complied with.


 


Section 12.06.        Rules by
Trustee and Agents.


 


The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent
may make reasonable rule and set reasonable requirements for its
functions.


 


Section 12.07.        No
Personal Liability of Directors, Officers, Employees and Shareholders.


 


No director, officer, employee,
incorporator or stockholder of CF Holdings, and no director, officer, employee,
incorporator, member or stockholder of or any Subsidiary of CF Holdings, as such,
will have any liability for any obligations of the Company or any Guarantor
under the Notes, any Note Guarantee or the Indenture or for any claim based on,
in respect of, or by reason of such obligations or their creation.  Each Holder of the Notes by accepting a Note
waives and releases all such liability. 
The waiver and release are part of the consideration for issuance of the
Notes.  Such waiver and release may not
be effective to waive liabilities under the U.S. federal securities laws.


 


Section 12.08.        Governing
Law.


 


THE INTERNAL LAW OF THE STATE OF
NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE
NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 12.09.        No
Adverse Interpretation of Other Agreements.


 


This Supplemental Indenture
may not be used to interpret any other indenture, loan or debt agreement of CF
Holdings, the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement
may not be used to interpret this Supplemental Indenture.


 


53

















 


Section 12.10.        Successors.


 


All agreements of the
Company in this Supplemental Indenture and the Notes will bind its
successors.  All agreements of the
Trustee in this Supplemental Indenture will bind its successors.  All agreements of each Guarantor in this
Supplemental Indenture will bind its successors, except as otherwise provided
in Section 10.05 hereof.


 


Section 12.11.        Severability.


 


In case any provision in
this Supplemental Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions
will not in any way be affected or impaired thereby, and such provision shall
be ineffective only to the extent of such invalidity, illegality or
unenforceability.


 


Section 12.12.        Counterpart
Originals.


 


The parties may sign any
number of copies of this Supplemental Indenture.  Each signed copy will be an original, but all
of them together represent the same agreement.


 


Section 12.13.        Table
of Contents, Headings, etc.


 


The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Supplemental Indenture and will in no
way modify or restrict any of the terms or provisions of the Indenture.


 


Section 12.14.        Legal
Holidays.


 


If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period on any amount
that would otherwise have been payable on such payment date if it were not a
Legal Holiday. If a regular record date is a Legal Holiday, the record date
shall not be affected.


 


[Remainder
of page intentionally left blank.]


 


54

















 


SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, all as of the date first
written above.


 


	
   

  	
  CF
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen R. Wilson

  
	
   

  	
  Name:

  	
  Stephen
  R. Wilson

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CF
  INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Stephen R. Wilson

  
	
   

  	
  Name:

  	
  Stephen
  R. Wilson

  
	
   

  	
  Title:

  	
  President
  and Chief Executive Officer

  



 

















 


	
   

  	
  BEAUMONT
  AMMONIA INC.

  
	
   

  	
  BEAUMONT
  HOLDINGS CORPORATION

  
	
   

  	
  BMC
  HOLDINGS INC.

  
	
   

  	
  CF
  COMPOSITE, INC.

  
	
   

  	
  PORT
  NEAL CORPORATION

  
	
   

  	
  TERRA
  CAPITAL HOLDINGS, INC.

  
	
   

  	
  TERRA
  CAPITAL, INC.

  
	
   

  	
  TERRA
  HOUSTON AMMONIA, INC.

  
	
   

  	
  TERRA
  INDUSTRIES INC.

  
	
   

  	
  TERRA
  INTERNATIONAL, INC.

  
	
   

  	
  TERRA
  INTERNATIONAL (OKLAHOMA) INC.

  
	
   

  	
  TERRA
  LP HOLDINGS LLC

  
	
   

  	
  TERRA
  METHANOL CORPORATION

  
	
   

  	
  TERRA
  MISSISSIPPI HOLDINGS CORP.

  
	
   

  	
  TERRA
  MISSISSIPPI NITROGEN INC.

  
	
   

  	
  TERRA
  NITROGEN CORPORATION

  
	
   

  	
  TERRA
  NITROGEN GP HOLDINGS INC.

  
	
   

  	
  TERRA
  REAL ESTATE CORPORATION

  
	
   

  	
  TERRA (U.K.) HOLDINGS INC.

  



 


 


	
   

  	
  By:

  	
  /s/
  Stephen R. Wilson

  
	
   

  	
  Name:

  	
  Stephen
  R. Wilson

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TERRA
  ENVIRONMENTAL TECHNOLOGIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas C. Barnard

  
	
   

  	
  Name:

  	
  Douglas
  C. Barnard

  
	
   

  	
  Title:

  	
  Vice
  President, General Counsel and Corporate Secretary

  



 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory S. Clarke

  
	
   

  	
  Name:

  	
  Gregory
  S. Clarke

  
	
   

  	
  Title:

  	
  Vice
  President

  



 
















 


EXHIBIT A


 


FORM OF NOTE


 


[Face of Note]




 





 


	
   

  	
  CUSIP/CINS No.  

  	
   

  
	
   

  	
  ISIN
   

  	
   

  



 


7.125 % Senior Notes due 2020


 


	
  No.             

  	
   

  	
   

  	
  $ 

  	
   

  



 


CF INDUSTRIES, INC.


 


promises to pay to                 ,
or registered assigns,


 


the principal sum of                                                                 
DOLLARS (or, in the event of adjustment in accordance with the within-mentioned
Supplemental Indenture, such other amount as may be stated from time to time on
the “Schedule of Exchanges of Interests in the Global Note” attached hereto) on
May 1,  2020.


 


Interest Payment Dates:  May 1
and November 1


 


Record Dates:  April 15 and October 15


 


Dated:                              ,
20   




 





 

















 


	
   

  	
  CF
  INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


2

















 


This is one of the Notes referred to


in the within-mentioned Supplemental Indenture:


 




	
  WELLS FARGO BANK, NATIONAL ASSOCIATION,

  	
   

  	
   

  
	
  as Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  
	
  Authorized Signatory

  	
   

  	
   

  
					






 


3

















 


[Back of Note]


 


7.125% Senior Notes due 2020


 


[Insert
the Global Note Legend, if applicable pursuant to the provisions of the
Supplemental Indenture.]


 


Capitalized terms used
herein have the meanings assigned to them in the Supplemental Indenture
referred to below unless otherwise indicated.


 


(1)                                  INTEREST. CF Industries, Inc.,
a corporation organized under the laws of Delaware (the “Company”), promises to pay interest on the
principal amount of this Note at 7.125% per annum from                                   ,
2010.  The Company will pay interest, if
any, semi-annually in arrears on May 1 and November 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each, an “Interest Payment Date”).  Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further
that the first Interest Payment Date shall be                                   ,
20    .  The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at the rate equal to the then applicable interest rate on the
Notes to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest, if any (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


(2)                                  METHOD
OF PAYMENT.  The Company
will pay interest on the Notes (except defaulted interest), to the Persons who
are registered Holders of Notes at the close of business on the April 15
or October 15 next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 2.13 of the Supplemental Indenture
with respect to defaulted interest.  The
Notes will be payable as to principal, premium, if any, and interest at the
office or agency of the Company maintained for such purpose or, at the option
of the Company, payment of interest, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest and
premium on, all Global Notes and all other Notes the Holders of which will have
provided wire transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts.  If
a payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period on any amount that would otherwise have been payable on such
payment date if it were not a Legal Holiday. 
If a regular record date is a Legal Holiday, the record date shall not
be affected.


 


(3)                                  PAYING
AGENT AND REGISTRAR.  Initially,
Wells Fargo Bank, National Association, the Trustee, will act as Paying Agent
and Registrar.  The Company may change
any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.


 


4

















 


(4)                                  INDENTURE.  The Company issued the Notes under an
indenture, dated as of April 23, 2010 (the “Base
Indenture”), among the Company, CF Holdings and the Trustee, as
supplemented by the Second Supplemental Indenture, dated as of April 23,
2010 (the “Supplemental Indenture” and, together
with the Base Indenture as so supplemented, the “Indenture”),
among the Company, the Guarantors listed on the signature pages thereto
and the Trustee. The terms of the Notes include those stated in the
Supplemental Indenture and those made part of the Supplemental Indenture by
reference to the TIA.  The Notes are
subject to all such terms, and Holders are referred to the Supplemental
Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Base Indenture, the provisions of
this Note shall govern and be controlling, and to the extent any provision of
this Note conflicts with the express provisions of the Supplemental Indenture,
the provisions of the Supplemental Indenture shall govern and be
controlling.  The Indenture does not
limit the aggregate principal amount of Notes that may be issued thereunder.


 


(5)                                  OPTIONAL
REDEMPTION. The Company may redeem the Notes, in whole at any
time or in part from time to time, at its option, at a redemption price equal
to the greater of:


 


(a)                                  100% of the
principal amount of the Notes to be redeemed; and


 


(b)                                 as determined
by the Quotation Agent, the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes being redeemed
(excluding any portion of such payments of interest accrued as of the date of
redemption), discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate,
plus 50 basis points;


 


plus, in each case, accrued and unpaid interest, if any,
thereon to, but not including, the redemption date.  Notwithstanding the foregoing, installments
of interest on Notes that are due and payable on interest payment dates falling
on or prior to a redemption date will be payable on the interest payment date
to the Holders as of the close of business on the relevant record date.


 


MANDATORY REDEMPTION.  The Company is not required
to make mandatory redemption or sinking fund payments with respect to the
Notes.


 


(6)                                  OFFER
TO REPURCHASE UPON CHANGE OF CONTROL REPURCHASE EVENT.  If a
Change of Control Repurchase Event occurs, unless the Company has exercised its
right to redeem the Notes pursuant to Section 3.07 of the Supplemental Indenture,
the Company will make an offer (a “Change of Control Offer”)
to each Holder to repurchase all or any part (equal to $2,000 or integral
multiples of $1,000 in excess of $2,000) of that Holder’s Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, on the Notes repurchased to, but not
including, the date of repurchase. 
Notwithstanding the foregoing, installments of interest on Notes that
are due and payable on interest payment dates falling on or prior to a Change
of Control Payment Date will be payable on the interest payment date to the Holders as
of the close of business on the relevant record date.  Within 30 days following any Change of
Control Repurchase Event, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Supplemental Indenture.


 


(7)                                  NOTICE
OF REDEMPTION.  Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 


 


5

















 


days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction or discharge of the
Supplemental Indenture.  Subject to the
Company’s compliance with the first paragraph of Section 3.05 of the
Supplemental Indenture, interest on the Notes or the portions of Notes called
for redemption ceases to accrue on and after the redemption date.


 


(8)                                  PERSONS
DEEMED OWNERS.  The
registered Holder of a Note may be treated as its owner for all purposes.


 


(9)                                  AMENDMENT,
SUPPLEMENT AND WAIVER. 
Subject to certain exceptions, the Notes or the Note Guarantees may be
amended with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation,  Additional Notes, if any) voting as a single
class, including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of such Notes, the Indenture
may be amended or supplemented (with respect to the Notes) with the consent of
the Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, (including, without limitation, Additional Notes, if any)
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, such
Notes), and any existing Default or Event of Default or compliance with any
provision of the Indenture, the Notes or the Note Guarantees may be waived with
the consent of the Holders of at least a majority in aggregate principal amount
of the then outstanding Notes (including, without limitation, Additional Notes,
if any) voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, such Notes).  The Company, the
Guarantors and the Trustee may amend or supplement the Supplemental Indenture
or the Notes or the Note Guarantees without the consent of any Holder of any
Notes: (i) to cure any ambiguity, defect or inconsistency; (ii) to
provide for uncertificated Notes in addition to or in place of certificated
Notes; (iii) to provide for the assumption of the Company’s or a Guarantor’s
obligations to Holders and Note Guarantees in the case of a merger or
consolidation or sale of all or substantially all of the Company’s or such
Guarantor’s assets, as applicable; (iv) to make any change that would
provide any additional rights or benefits to the Holders or that does not
adversely affect the legal rights under the Indenture of any Holder; (v) to
comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA; (vi) to conform the text of
the Indenture, the Note Guarantees or the Notes to any provision of the “Description
of the Notes” section of the Company’s prospectus supplement, dated April 20,
2010, relating to the offering of the Initial Notes, to the extent that such
provision was intended to be a verbatim recitation of a provision of the
Indenture, the Note Guarantees or the Notes; (viii) to provide for the issuance
of Additional Notes in accordance with the limitations set forth in the
Supplemental Indenture as of the Issue Date; (ix) to establish forms or
terms of debt securities of any series; (x) to evidence and provide for
the acceptance of appointment by a successor trustee; or (xi) to allow any
Guarantor to execute a supplemental indenture (including without limitation to
evidence its Note Guarantee) and/or a Note Guarantee with respect to the Notes.


 


(10)                            DEFAULTS
AND REMEDIES.  Events of
Default include: (i) default for 30 days in the payment when due of
interest; (ii) default in the payment when due (at maturity, upon
redemption or otherwise) of the principal of, or premium, if any, on, the
Notes; (iii) subject to Section 6.01(b) of the Supplemental Indenture
(as described in the following paragraph), failure by CF Holdings or any of its
Subsidiaries to comply with any other covenant or other agreement in the
Supplemental Indenture with respect to the Notes or any term in the Notes for
60 days after notice to the Company by the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding; (iv) default
under any mortgage, indenture or instrument 


 


6

















 


under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by CF Holdings or any of its
Subsidiaries (or the payment of which is guaranteed by CF Holdings or any of
its Subsidiaries), whether such Indebtedness exists on or prior to or is
created after the Issue Date, if that default: (A) is caused by a failure
to pay principal when due at final (and not any interim) maturity of such
Indebtedness on or prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment
Default”); or (B) results in the acceleration of such
Indebtedness prior to its stated maturity (without such acceleration having
been rescinded, annulled or otherwise cured), and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any
other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated (without such acceleration having
been rescinded, annulled or otherwise cured), aggregates $150.0 million or
more; (vi) any Note Guarantee of CF Holdings or a Significant Subsidiary
of CF Holdings is held in any judicial proceeding to be unenforceable or
invalid or, except as permitted by the Supplemental Indenture, ceases for any
reason to be in full force and effect, or CF Holdings or any Subsidiary
Guarantor, or any Person acting on behalf of any Subsidiary Guarantor that is a
Significant Subsidiary of CF Holdings denies or disaffirms its obligations
under its Note Guarantee; and (vii) certain events of bankruptcy or
insolvency with respect to CF Holdings or any of its Subsidiaries that is a
Significant Subsidiary of CF Holdings or any group of Subsidiaries of CF
Holdings that, taken together, would constitute a Significant Subsidiary of CF
Holdings pursuant to or within the meaning of Bankruptcy Law.


 


Notwithstanding
Section 6.01(a)(3) of the Supplemental Indenture (described in clause
(iii) of the preceding paragraph) or any other provision of the
Supplemental Indenture, except as described in the final sentence of this
paragraph, the sole remedy for any failure by CF Holdings to comply with Section 4.03
of the Supplemental Indenture (relating to specified reporting requirements)
will be the payment of Liquidated Damages as described in the following
sentence, such failure to comply shall not constitute a Default or Event of
Default, and Holders will not have any right to accelerate the maturity of the
Notes as a result of any such failure to comply.  If a failure by CF Holdings to comply with Section 4.03
of the Supplemental Indenture continues for 180 consecutive days after the
Company receives notice of such failure to comply from the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding (such notice, a “Reports Default Notice”),
the Company will pay liquidated damages (“Liquidated Damages”)
to all Holders at a rate per annum equal to 0.25% of the principal amount of
the Notes from the 180th day following the Company’s receipt of such Reports
Default Notice to but not including the date on which such failure to comply
shall have been cured or waived (and, on such date, Liquidated Damages will
cease to accrue).  Liquidated Damages, if
any, will be paid on each Interest Payment Date to the Persons who are
registered Holders of Notes at the close of business on the April 15 or October 15
next preceding the Interest Payment Date. 
A failure to comply with Section 4.03 of the Supplemental Indenture
automatically will cease to be continuing and will be deemed cured at such time
as CF Holdings files with the SEC (or, if the SEC will not accept such filing,
delivers to Holders, or causes the Trustee to deliver to Holders, or otherwise
makes publicly available) the applicable annual report, information, document
or other report.  In no event will the
Company be required to pay Liquidated Damages at a rate in excess of 0.25% of
the principal amount of the Notes per annum, irrespective of the number of
Reports Default Notices that may have been received and irrespective of the
number of failures to comply with Section 4.03 of the Supplemental
Indenture that may be continuing.  All
accrued and unpaid Liquidated Damages, if any, shall be paid by the Company on
the next scheduled interest payment date in the same manner as interest on the
Notes is payable on such date.  In the
case of any Reports Default Notice given by Holders, such Holders shall provide
a copy of such Reports Default Notice to the Trustee.


 


7

















 


In the case of an Event of
Default arising from certain events of bankruptcy or insolvency with respect to
CF Holdings or any of its Subsidiaries that is a Significant Subsidiary of CF
Holdings or any group of Subsidiaries of CF Holdings that, taken together,
would constitute a Significant Subsidiary of CF Holdings, all outstanding Notes
will become due and payable immediately without further action or notice. If
any other Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately.  Holders may not enforce the Supplemental
Indenture or the Notes except as provided in the Supplemental Indenture.  Subject to certain limitations, Holders of a
majority in aggregate principal amount of the then outstanding Notes may direct
the time, method and place of conducting any proceeding for exercising any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Notes by the Supplemental Indenture.  The Trustee may withhold from Holders notice
of any continuing Default or Event of Default (except a Default or Event of
Default in payment of principal of, premium, if any, or interest on, any Note)
if and so long as a committee of its Responsible Officers in good faith
determines that withholding notice is in the interests of the Holders.  The Holders of a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may, on behalf of
the Holders of all of the Notes, rescind an acceleration and its consequences,
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest or
premium, if any, that has become due solely because of the acceleration) have
been cured or waived (or waive any existing Default or Event of Default with
respect to the Notes and its consequences except a continuing Default or Event of
Default in the payment of principal of, premium or interest, if any, on any
notes as specified in clause (1) or (2) of Section 6.01(a) of
the Supplemental Indenture).  The Company
is required to deliver to the Trustee annually a statement regarding compliance
with the Supplemental Indenture.  Within
15 Business Days after an Executive Officer of CF Holdings or the Company
becomes aware of any Default or Event of Default, the Company will be required
to deliver to the Trustee a statement specifying such Default or Event of
Default.


 


(11)                            TRUSTEE
DEALINGS WITH COMPANY.  The
Trustee, in its individual capacity or any other capacity, may make loans to,
accept deposits from, and perform service for the Company or its Affiliates,
and may otherwise deal with the Company or its Affiliates, as if it were not
the Trustee.  However, in the event that
the Trustee acquires any conflicting interest, as defined under the TIA, it
must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign as provided in the TIA.  Any Agent may do the same with like rights
and duties.  The Trustee is also subject
to and entitled to the benefits of Article 7 of the Supplemental Indenture
with respect to the Notes.


 


(12)                            NO
RECOURSE AGAINST OTHERS.  No
director, officer, employee, incorporator or stockholder of CF Holdings, and no
director, officer, employee, incorporator, member or stockholder of or any
Subsidiary of CF Holdings, as such, will have any liability for any obligations
of the Company or any Guarantor under the Notes, any Note Guarantee or the
Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation.  Each
Holder of the Notes by accepting a Note waives and releases all such
liability.  The waiver and release are
part of the consideration for issuance of the Notes.  Such waiver and release may not be effective
to waive liabilities under the U.S. federal securities laws.


 


(13)                            AUTHENTICATION.  This Note will not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


8

















 


(14)                            CUSIP/CINS
NUMBERS.  Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP/CINS numbers to be printed on the Notes, and the
Trustee may use CUSIP/CINS numbers in notices (including any notice of
redemption or exchange) as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Notes or as contained in any notice,
and reliance may be placed only on the other identification numbers placed
thereon.


 


(15)                            GOVERNING
LAW.  THE INTERNAL
LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE SUPPLEMENTAL
INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company will furnish to
any Holder upon written request and without charge a copy of the Base Indenture
and the Supplemental Indenture.  Requests
may be made to:


 


CF Industries, Inc.


4 Parkway North, Suite 400


Deerfield, IL 
60015


Attention: CFO and General Counsel


Facsimile No.: (847) 405-2711


 


9

















 


ASSIGNMENT FORM


 


To assign this Note, fill in
the form below:


 


	
  (I) or
  (we) assign and transfer this Note to:

  	
   

  
	
   

  	
  (Insert
  assignee’s legal name)

  



 


	
   

  



(Insert assignee’s soc. sec. or tax I.D. no.)


 


	
   

  
	
   

  
	
   

  
	
   

  



(Print or type assignee’s name, address and zip code)


 


and irrevocably appoint                                                                                                                                                                 to
transfer this Note on the books of the Company. 
The agent may substitute another to act for him.


 




	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  






 


	
  Signature
  Guarantee*:

  	
   

  	
   

  



 






*                                         Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


10

















 


Option of Holder to Elect Purchase


 


If you want to elect to have
this Note purchased by the Company pursuant to Section 4.08 of the
Supplemental Indenture, check the box below:


 


o Section 4.08


 


If you want to elect to have
only part of the Note purchased by the Company pursuant to Section 4.08 of
the Supplemental Indenture, state the amount you elect to have purchased:


 


$                      


 




	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
  (Sign
  exactly as your name appears on the face of this Note)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax
  Identification No.:

  	
   

  
						






 


	
  Signature
  Guarantee*:

  	
   

  	
   

  



 






*                                         Participant in
a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 


11

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE *


 


The following exchanges of a
part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


 


	
  Date
  of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of

  authorized officer

  of Trustee or

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*                 This
schedule should be included only if the Note is issued in global form.


 


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