Exhibit
4.2


 


FIRST
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


 


 


6.875%
SENIOR NOTES DUE 2018


 

















 


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

  



 


i

















 


	
  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

















 


FIRST
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 “6.875%
Senior Notes due 2018” (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 FIRST 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 FIRST SUPPLEMENTAL INDENTURE, (2) THIS
GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE FIRST SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE
FIRST 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.


 


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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


 


48

















 


and
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                    


 


6.875 % Senior Notes due 2018


 


	
  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,  2018.


 


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]


 


6.875% Senior Notes due 2018


 


[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 6.875% 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 First 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).


 


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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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