Exhibit
4.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of
August 10, 2005, by and between CF Industries Holdings, Inc., a
Delaware corporation (the “Company”) on the one hand, and each of the
stockholders listed on the signature pages to this Agreement (each
individually a “Stockholder” and, collectively, the “Stockholders”)
on the other hand.


 


W I  T
N  E  S  S  E  T  H:


 


WHEREAS,
the parties hereto wish to enter into this Registration Rights Agreement to
memorialize their agreement regarding registration rights with respect to the
Company.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1           Definitions.  The following terms when used
in this Agreement shall have the following meanings (such definitions to be
equally applicable to the singular and plural forms thereof):


 


“Affiliate”
of any Person means any other Person which directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, such Person. The term “control” (including the terms
“controlling,” “controlled by” and “under common control with”) as used with
respect to any Person means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Agreement”
shall have the meaning provided in the Introduction.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common
Stock” shall mean the common stock, par value $.01 per share of the
Company.


 


“Company”
shall have the meaning provided in the Introduction.


 


“Demand
Registration” shall have the meaning provided in Section 2.1.


 





















 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


“Holder”
means any Stockholder that holds Registrable Securities and any transferees of
such Registrable Securities provided that such transfer is made in accordance
with the terms of this Agreement; provided, however, that such
Stockholder or transferee, as the case may be, holds Registrable Securities
representing not less than 5% of the then outstanding Common Stock.  For purposes of this Agreement, the Company
may deem and treat the registered holder of Registrable Securities as the
Holder and absolute owner thereof, and the Company shall not be affected by any
notice to the contrary.


 


“Merger
Agreement” shall mean the Agreement and Plan of Merger, dated as of
July 21, 2005, by and among the Company, CF Merger Corp., and CF
Industries, Inc.


 


“Person”
shall mean any natural person, corporation, firm, limited liability company,
partnership, association, government, governmental agency or other entity,
whether acting in an individual, fiduciary or other capacity.


 


“Piggyback
Registration” shall have the meaning provided in Section 3.1.


 


“Prospectus”
shall mean the prospectus included in any registration statement, as amended or
supplemented by any prospectus supplement with respect of the terms of the
offering of any security of the Company covered by such registration statement
and all other amendments or supplements to the prospectus, including post
effective amendments, and all material incorporated, or deemed to be
incorporated, by reference in such prospectus.


 


“Registrable
Securities” shall mean any shares of Common Stock issued to a Stockholder
pursuant to the Merger Agreement and any equity securities of the Company
issued or issuable with respect to any such Common Stock by way of stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise,
except, in the case of any such securities issued with respect to Common Stock,
for any such securities that are not “restricted securities,” as such term is
defined in Rule 144(a) under the Securities Act.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when (a) a
registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall
have been distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them shall not require registration or qualification of them under the Securities
Act or any similar state law then in force, (d) they become eligible for
resale pursuant to Rule 144(k) (or any successor provision) under the
Securities Act, or (e) they shall have ceased to be outstanding.


 


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“Registration”
shall have the meaning provided in Section 2.1.


 


“Registration
Expenses” shall have the meaning provided in Section 6.1.


 


“Restricted
Period” means the one-year “Restricted Period” set forth in those certain
Lock-Up Agreements, executed and delivered by the Stockholders in connection
with the initial public offering of the Company’s common stock, as such
one-year period may be extended in accordance with the terms of such Lock-Up
Agreements.


 


“Rule 144”
shall mean Rule 144 promulgated under the Securities Act.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


ARTICLE II


 


DEMAND REGISTRATIONS


 


2.1           Requests for Registration. 
Subject to the terms and conditions hereof, at any time after the
expiration of the Restricted Period, if any Holder or Holders who hold in the
aggregate not less than 25% of the then outstanding Registrable Securities
request in writing registration under the Securities Act of any of its or their
Registrable Securities (a “Registration”), which request specifies the
approximate number of Registrable Securities requested to be registered, then
within ten (10) days after receipt of any such request, the Company shall
give written notice of such requested Registration to all other Holders and
shall include in the Registration all Registrable Securities with respect to
which the Company has received written requests for inclusion therein within 15
days after the date of mailing of the Company’s notice.  The Registration requested pursuant to this
Section 2.1 is referred to herein as a “Demand Registration”.


 


2.2           Registration. 
Holders shall be entitled to not more than two (2) Demand
Registrations, in the aggregate.  Subject
to the limitations set forth in this Section 2.2 and in Section 2.4,
no more than one Demand Registration may be requested in any six-month
period.  The Company shall pay all
Registration Expenses in connection with each Demand Registration.  No request for a Demand Registration shall be
permitted unless the Registrable Securities sought to be included in such
Demand Registration have an expected market value of at least $25 million.  A Registration shall not count as a Demand
Registration until it has become effective, and any Registration shall not
count as a Demand Registration unless the initiating Holder or Holders and
other Holders are able to register and sell at least 50% of the Registrable
Securities requested to be included in such Registration.


 


2.3           Priority on Demand Registrations.  If a
Demand Registration is an underwritten offering and the managing underwriters
advise the Company in writing that in their opinion the number of Registrable
Securities and other securities requested to be included in such offering,
exceeds the number of Registrable Securities and other securities, if any,
which can be sold in an orderly manner in such offering and/or that the number
of shares of Registrable Securities proposed to be included in such offering
would adversely affect the price per share of the Common Stock, the Company shall


 


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include in the Registration, prior to the inclusion of any securities
which are not Registrable Securities, the number of Registrable Securities
requested to be included which, in the opinion of the underwriters, can be so
sold, pro rata (or as may have otherwise been agreed among the Holders of
Registrable Securities to be included in such Registration) among the
respective Holders thereof on the basis of the amount of Registrable Securities
requested to be registered by each such Holder; provided that if the number of
Registrable Securities to be included in the Registration is less than 75% of
the number requested to be so included, the Holders of Registrable Securities
covered by such Demand Registration shall be entitled to withdraw such request,
upon the affirmative vote of Holders holding at least 66% of such Registrable
Securities, and, if such request is withdrawn, the Demand Registration shall
not count as a permitted Demand Registration hereunder, and the Company shall
pay all Registration Expenses in connection with the withdrawn
Registration.  Any Persons who
participate in Demand Registrations not at the Company’s expense must pay their
share of the Registration Expenses as provided in Article VI.


 


2.4           Restrictions on Registrations.  The
Company shall not be obligated to effect any Demand Registration within six
months after the effective date of a Registration demanded by the holders of
registration rights under a Registration in which the Holders were given
Piggyback Rights pursuant to Article III. 
The Company may, not more than twice in any 12-month period, postpone
for up to 90 days the filing or the effectiveness of a registration statement for
a Demand Registration if the Board determines in good faith that (i) such
postponement is necessary in order to avoid premature disclosure of a matter
the Board has determined would not be in the best interest of the Company to be
disclosed at such time or (ii) the Demand Registration would materially
and adversely impact the Company; provided, that in such event, the
Holders of Registrable Securities covered by the Demand Registration shall be
entitled, upon the affirmative vote of holders holding at least 66% of such
Registrable Securities, to withdraw such request and, if such request is
withdrawn, the Demand Registration shall not count as a permitted Demand
Registration hereunder, and the Company shall pay all Registration Expenses in
connection with the withdrawn Registration; provided  further,
that upon the election of the Company and upon notice to the Holders of
Registrable Securities to be included in such Registration, one such
postponement may be extended to not more than 120 days at the sole discretion
of the Company.


 


2.5           Selection of Underwriters.  In
connection with a Demand Registration, the Company shall select the investment
banker(s) and manager(s) to administer the offering.


 


ARTICLE III


 


PIGGYBACK REGISTRATIONS


 


3.1           Right to Piggyback. 
Subject to the terms and conditions hereof, at any time after the
Restricted Period whenever the Company proposes to register (including for this
purpose a Registration effected by the Company for shareholders other than
Holders) any of its securities under the Securities Act (other than (i) a
Registration


 


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under Article II hereof, (ii) a Registration of securities
solely relating to an offering and sale pursuant to any employee stock plan or
other employee benefit plan arrangement, including any registration on
Form S-8 (or any successor form thereto) or (iii) a Registration of
securities issued in an acquisition or business combination including any
Registration on Form S-4 (or any successor form thereto)) (a “Piggyback
Registration”), the Company shall give at least 20 days’ written notice to
all Holders of the Company’s intention to effect such a Registration and shall
include in the Registration, subject to any agreement among the Holders to be
included in such Registration, all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 10 days
after the receipt of the Company’s notice.


 


3.2           Piggyback Expenses.  The
Registration Expenses of the Holders shall be paid by the Company in all Piggyback
Registrations.


 


3.3           Priority on Primary Registrations.  If a
Piggyback Registration is an underwritten primary Registration on behalf of the
Company and the managing underwriters advise the Company in writing that in
their opinion the number of securities requested to be included in such
Registration exceeds the number which can be sold in an orderly manner in such
offering and/or that the number of securities proposed to be included in such
offering would adversely affect the price per share of the Common Stock, the
Company shall include in the Registration (i) first, the securities the
Company proposes to sell, and (ii) second, the Registrable Securities
requested to be included in the Registration pro rata among the Holders on the
basis of the number of shares proposed to be registered by each or as such
holders may otherwise agree, and (iii) third, other securities requested
to be included in the Registration pro rata among the holders of such other
securities on the basis of the number of shares requested to be registered by
each such holder or as such holders may otherwise agree.


 


3.4           Priority on Secondary Registrations.  If a
Piggyback Registration is an underwritten secondary Registration on behalf of
holders of the Company’s securities other than Registrable Securities and the
managing underwriters advise the Company in writing that, in their opinion, the
number of securities requested to be included in the Registration exceeds the
number which can be sold in an orderly manner in such offering and/or that the
number of securities proposed to be included in such offering would adversely
affect the price per share of the Common Stock, the Company shall include in
the Registration (i) first, the securities requested to be included
therein by the holders requesting such Registration pro rata among the holders
of such other securities on the basis of the number of shares requested to be
registered by each such holder or as such holders may otherwise agree,
(ii) second, the Registrable Securities requested to be included in such
Registration pro rata among the Holders on the basis of the number of shares
proposed to be registered by each or as such Holders may otherwise agree, and
(iii) third, other securities requested to be included in the Registration
pro rata among the holders of such other securities on the basis of the number
of shares requested to be registered by each such holder or as such holders may
otherwise agree.


 


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3.5           Selection of Underwriters.  If
any Piggyback Registration is an underwritten offering, the Company shall
select the investment banker(s) and manager(s) to administer the offering.


 


ARTICLE IV


 


LOCK UP AGREEMENTS


 


4.1           General.  Each Holder agrees not to
effect any sale, distribution or other transfer (including sales pursuant to
Rule 144) of equity securities of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during a
period of up to 180 days (as may be requested by the Company and the managing
underwriters) following any underwritten, registered public offering of Common
Stock, beginning on the effective date of such underwritten, registered
offering (except for sales of such securities as part of such underwritten,
registered offering) whether or not the Holder sold shares in such offering,
unless the managing underwriters otherwise agree.


 


ARTICLE V


 


REGISTRATION PROCEDURES


 


5.1           Registration Procedures. 
Whenever the Holders have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use its best efforts
to effect the Registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible:


 


(a)           Prepare and, in the case of a Demand
Registration, no later than 60 days after a request for a Demand Registration,
file with the Commission a registration statement with respect to such
Registrable Securities and use its best efforts to cause the registration
statement to become effective and remain effective until the earlier of
(i) the date when all Registrable Securities covered by the registration
statement have been sold, or (ii) 120 days from the effective date of the
registration statement; provided, that before filing a registration
statement or Prospectus or any amendments or supplements thereto, furnish to
the Holders of Registrable Securities covered by such registration statement
and the underwriter or underwriters, if any, copies of all such documents
proposed to be filed, including documents incorporated by reference in the
Prospectus and, if requested by such Holders, the exhibits incorporated by
reference, and such Holders shall have the opportunity to object to any information
pertaining to such Holders that is contained therein and the Company will make
the corrections reasonably requested by such Holders with respect to such
information prior to filing any registration statement or amendment thereto or
any Prospectus or any supplement thereto; provided  further, that
the period for the preparation and filing of a Demand Registration shall be 120
days if a request for a Demand Registration is made in the first 45 days of any
year;


 


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(b)           Prepare and file with the Commission such
amendments and supplements to the registration statement and the Prospectus
used in connection therewith as may be necessary to keep the registration
statement effective for the period referred to in Section 5.1(a) and
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by the registration statement during such
period in accordance with the intended methods of disposition by the sellers
thereof as set forth in the registration statement;


 


(c)           Furnish to each seller of Registrable
Securities such number of copies of the registration statement, each amendment
and supplement thereto, the Prospectus included in the registration statement
(including each preliminary prospectus) and such other documents as such Holder
may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Holder;


 


(d)           Use commercially reasonable efforts to
register or qualify such Registrable Securities under such other securities or
blue sky laws of such jurisdictions as any Holder thereof reasonably requests
and do any and all other acts and things which may be reasonably necessary or
advisable to enable such Holder to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such Holder; provided,
however, provided, that the Company will not be required to
(i) qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this subparagraph (d),
(ii) subject itself to taxation in any such jurisdiction or
(iii) consent to general service of process in any such jurisdiction;


 


(e)           Notify each such Holder, at any time when a
Prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such Holder, the Company shall prepare a supplement or
amendment to the Prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such Prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading;


 


(f)            Promptly notify each seller of Registrable
Securities and the underwriter or underwriters, if any: (i) when the
registration statement, any pre-effective amendment, the Prospectus or any
Prospectus supplement or post-effective amendment to the registration statement
has been filed and, with respect to the registration statement or any
post-effective amendment, when the same has become effective, (ii) of any
written request by the Commission for amendments or supplements to the
registration statement or Prospectus, (iii) of the notification to the
Company by the Commission of its initiation of any proceeding with respect to
the issuance by the Commission of any stop order suspending the effectiveness
of the registration statement, (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification of any
Registrable Securities for sale under the applicable securities or blue sky
laws of any jurisdiction and (v) of any other material written
communication from the Commission relating to the registration statement or the
Prospectus.


 


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(g)           Cause all such Registrable Securities to be
listed on each securities exchange on which similar securities issued by the
Company are then listed and, if not so listed, to be listed on the NASD
automated quotation system;


 


(h)           Provide a transfer agent and registrar for all
such Registrable Securities not later than the effective date of such
registration statement;


 


(i)            Make available, for inspection by any seller
of Registrable Securities, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company’s officers, directors, employees and independent accountants to
supply all information reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such registration statement;


 


(j)            Make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least twelve months beginning with the first day of the Company’s first full
calendar quarter after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 1l(a) of
the Securities Act and Rule 158 thereunder; and


 


(k)           If requested, cause to be delivered,
immediately prior to the effectiveness of the registration statement (and, in
the case of an underwritten offering, at the time of delivery of any Registrable
Securities sold pursuant thereto), letters from the Company’s independent
certified public accountants addressed to each selling Holder (unless such
selling Holder does not provide to such accountants the appropriate
representation letter required by rules governing the accounting
profession) and each underwriter, if any, stating that such accountants are
independent public accountants within the meaning of the Securities Act and the
applicable rules and regulations adopted by the Commission thereunder, and
otherwise in customary form and covering such financial and accounting matters
as are customarily covered by letters of the independent certified public
accountants delivered in connection with primary or secondary underwritten
public offerings, as the case may be;


 


(l)            In connection with an underwritten offering,
(i) make such representations and warranties to such selling Holders and
the underwriters with respect to the Registrable Securities and the
registration statement as are customarily made by issuers to underwriters in
primary or secondary underwritten offerings, (ii) obtain opinions of
counsel to the Company and updates thereof addressed to each selling Holder and
the underwriters covering the matters customarily covered in opinions requested
in primary or secondary underwritten offerings, and (iii) make available,
on a reasonable basis, senior management personnel of the Company to
participate in, and cause them to cooperate with the selling Holders or the
managing underwriter in any underwritten offering in connection with “road
show” and other customary marketing activities, including “one on one” meetings
with prospective purchasers of the Registrable Securities to be sold in the
underwritten offering.


 


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ARTICLE VI


 


REGISTRATION EXPENSES


 


6.1           In General.  All expenses incident to the
Company’s performance of or compliance with this Agreement, including without
limitation, all Registration and filing fees, fees and expenses of compliance with
securities or blue sky laws, printing expenses, messenger and delivery
expenses, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and
commissions and transfer taxes, if any, attributable to the sale of Registrable
Securities) and other Persons retained by the Company (all such expenses being
herein called “Registration Expenses”), shall be borne by the Company,
and the Company shall pay its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit or quarterly review, the
expense of any liability insurance and the expenses and fees for listing the securities
to be registered on each securities exchange on which similar securities issued
by the Company are then listed or on the NASD automated quotation system.


 


6.2           Reimbursement by the Company.  In
connection with each Registration, the Company shall reimburse the Holders
covered by such Registration for the reasonable fees and disbursements of one
counsel chosen by the Holders of a majority of the Registrable Securities
covered by such Registration.


 


6.3           Obligations of the Holders of Securities.  To the
extent registration expenses are not required to be paid by the Company, each
Holder of securities included in any Registration hereunder shall pay those
registration expenses allocable to the registration of such Holder’s securities
so included, and any registration expenses not so allocable shall be borne by
all sellers of securities included in the Registration in proportion to the
aggregate selling price of the securities to be so registered.


 


ARTICLE VII


 


INDEMNIFICATION


 


7.1           In General.  The Company shall indemnify,
to the fullest extent permitted by law, each Holder, its officers, directors
and Affiliates and each Person who controls such Holder (within the meaning of
the Securities Act) against all losses, claims, damages, liabilities and expenses
arising out of or based upon any untrue or alleged untrue statement of material
fact contained in any registration statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading or any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or applicable
blue sky laws, except insofar as the same are made in reliance and in
conformity with information relating to such Holder furnished in writing to the
Company by such Holder expressly for use therein or caused by such Holder’s
failure to deliver to such Holder’s immediate


 


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purchaser a copy of the registration statement or Prospectus or any
amendments or supplements thereto (if the same was required by applicable law
to be so delivered) after the Company has furnished such Holder with a
sufficient number of copies of the same. 
In connection with an underwritten offering, the Company shall indemnify
such underwriters, their officers and directors and each Person who controls
such underwriters (within the meaning of the Securities Act) to the same extent
as provided above with respect to the indemnification of the Holders.


 


7.2           Information from the Holders.  In
connection with any registration statement in which a Holder is participating,
each such Holder shall furnish to the Company in writing such information and
affidavits as the Company reasonably requests for use in connection with any
such registration statement or Prospectus and, shall indemnify, to the fullest
extent permitted by law, the Company, its officers, directors Affiliates, and
each Person who controls the Company (within the meaning of the Securities Act)
against all losses, claims, damages, liabilities and expenses arising out of or
based upon any untrue or alleged untrue statement of material fact contained in
the registration statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that the same are
made in reliance and in conformity with information relating to such Holder
furnished in writing to the Company by such Holder expressly for use therein or
caused by such Holder’s failure to deliver to such Holder’s immediate purchaser
a copy of the registration statement or Prospectus or any amendments or
supplements thereto (if the same was required by applicable law to be so
delivered) after the Company has furnished such Holder with a sufficient number
of copies of the same; provided, however, that the obligation to indemnify
shall be several, not joint and several, among such Holders and the liability
of each such Holder shall be in proportion to and limited to the net amount
received by such Holder from the sale of Registrable Securities pursuant to
such registration statement.


 


7.3           Notice of Claim.  Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party.  If such defense is
assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld).  An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party there
may be one or more legal or equitable defenses available to such indemnified
party which are in addition to or may conflict with those available to another
indemnified party with respect to such claim. 
Failure to give prompt written notice shall not release the indemnifying
party from its obligations hereunder.


 


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7.4           Survival of Indemnification. The indemnification provided for under this
Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling Person of such indemnified party and shall survive the transfer of
securities.


 


7.5           Contribution.  If
the indemnification provided for in or pursuant to this Article VII is due
in accordance with the terms hereof, but is held by a court to be unavailable
or unenforceable in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then each applicable indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified Person as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified
party on the other in connection with the statements or omissions which result
in such losses, claims, damages, liabilities or expenses as well as any other relevant
equitable considerations.  The relative
fault of the indemnifying party on the one hand and of the indemnified Person
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party, and by such party’s
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  In
no event shall the liability of any selling Holder be greater in amount than
the amount of net proceeds received by such Holder upon such sale or the amount
for which such indemnifying party would have been obligated to pay by way of
indemnification if the indemnification provided for under Section 7.1 or
7.2 hereof had been available under the circumstances.


 


ARTICLE VIII


 


PARTICIPATION IN UNDERWRITTEN REGISTRATIONS


 


8.1           Participation in Underwritten Registrations.  No
Person may participate in any Registration hereunder which is underwritten
unless such Person (a) agrees to sell such Person’s securities on the
basis provided in any underwriting arrangements approved by the Company and
(b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements.


 


ARTICLE IX


 


REPORTS UNDER THE SECURITIES LAWS


 


9.1           Reports Under the Securities Laws.  With
a view to making available to the Holders the benefits of Rule 144 and any
other rule or regulation of the Commission that may at any time permit a
Holder to sell securities of the Company to the public without Registration,
the Company agrees to:


 


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(a)           File with the Commission in a timely manner
all reports and other documents required of the Company under the Securities
Act and the Exchange Act; and


 


(b)           Furnish to any holder so long as the Holder
owns any of the Registrable Securities forthwith upon request a written
statement by the Company that it has complied with the reporting requirements
of the Securities Act and the Exchange Act.


 


ARTICLE X


 


TRANSFER OF REGISTRATION RIGHTS


 


10.1         Transfer of Registration Rights. 
Provided that the Company is given prompt written notice by or on behalf
a Holder of any transfer of Registrable Securities by such Holder stating the
name and address of the transferee of such Registrable Securities and
identifying the securities with respect to which the rights under this
Agreement are being assigned and such transferee agrees in writing to be bound
by the terms and conditions of this Agreement, the rights of the Holder under
this Agreement may be transferred in whole or in part at any time to any such
transferee, so long as such transfer of securities is in accordance with all
applicable state and federal securities laws and regulations.  The Company shall be responsible for the
Registration Expenses of any transferee or assignee pursuant to this
Section 10.1 to the same extent as the original transferor.


 


ARTICLE XI


 


INFORMATION BY HOLDERS OF REGISTRABLE SECURITIES


 


11.1         Reporting of Sales.  Each
Holder shall report to the Company sales made pursuant to any Registration of
such Registrable Securities.


 


ARTICLE XII


 


MISCELLANEOUS


 


12.1         Notices.  Any notice, demand, offer, or
other instrument required or permitted to be given pursuant to this Agreement
shall be in writing signed by the party giving such notice and shall, to the
extent reasonably practicable, be sent by telecopy (with confirmation of
receipt), and if not reasonably practicable to send by telecopy, then by hand
delivery, overnight courier or certified mail (return receipt requested), to
the other parties at the addresses set forth below:


 


If
to the Company:


 


CF
Industries Holdings, Inc.


One
Salem Lake Drive


Long
Grove, IL 60047

Attention:  General Counsel

Facsimile:  847-438-2005


 


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If
to a Stockholder, to the address(es) set forth on the counterpart signature
pages of this Agreement signed by such Stockholder.


 


If
to a transferee Holder, to the address of such Holder set forth in the transfer
documentation provided to the Company;


 


Each
party may change the place to which notice shall be sent or delivered or
specify one additional address to which copies of notices may be sent, in
either case by similar notice sent or delivered in like manner to the other
parties.  Without limiting any other
means by which a party may be able to prove that a notice has been received by
the other party, a notice shall be deemed to be duly received: (a) if sent
by hand or overnight courier, the date when duly delivered at the address of
the recipient; (b) if sent by certified mail, the date of the return
receipt; or (c) if sent by telecopy, upon receipt by the sender of an
acknowledgment or transmission report generated by the machine from which the
telecopy was sent indicating that the telecopy was sent in its entirety to the
recipient’s telecopy number.


 


12.2         Captions.  Titles or captions of Sections
or Articles contained in this Agreement are inserted only as a matter of
convenience and for reference, and in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision hereof.


 


12.3         Amendment.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given without the prior written consent of the
Holders of a majority of the Registrable Securities; provided, however,
that without a Holder’s written consent no such amendment, modification,
supplement or waiver shall affect adversely such Holder’s rights hereunder in a
discriminatory manner inconsistent with its adverse effects on rights of other
Holders hereunder (other than as reflected by the different number of shares
held by such Holder); provided, further, that the consent or
agreement of the Company shall be required with regard to any termination,
amendment, modification or supplement of, or waivers or consents to departures
from, the terms hereof, which affect the Company’s obligations hereunder.


 


12.4         Waiver.  Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a
subsequent waiver of the same term or condition, or as a waiver of any other
term or condition, of this Agreement. 
The failure of any party to assert any of its rights hereunder shall not
constitute a waiver of any of such rights.


 


12.5         Survival.  The several indemnities,
agreements, representations, warranties and each other provision set forth in
this Agreement and made pursuant hereto


 


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shall remain in full force and effect regardless of any investigation
(or statement as to the results thereof) made by or on behalf of any party, any
director or officer of such party, or any controlling person of any of the
foregoing, and shall survive the transfer of any Registrable Securities, and
the indemnification and contribution provisions set forth in Article VII
shall survive termination of this Agreement.


 


12.6         Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one and the same
instrument.


 


12.7         Entire Agreement; Assignment.  This
Agreement and any agreement, document or schedule attached hereto or
thereto or referred to herein or therein, constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral, of
the parties with respect to the subject matter hereof. Any oral representations
or modifications concerning this instrument shall be of no force or effect
unless contained in a subsequent written modification signed by the party to be
charged.  The registration rights of any
Holder under this Agreement with respect to any Registrable Securities may be
transferred and assigned in accordance with this Agreement.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, and their respective
successors and permitted assigns.


 


12.8         Severability.  If
any provision of this Agreement is invalid or unenforceable, the balance of
this Agreement shall remain in full force and effect, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provision were
omitted, so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party.  Upon any such determination that
any provision of this Agreement is invalid or unenforceable, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner
in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible.


 


12.9         Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.  Each of the parties hereto agrees that
process may be served upon them in any manner authorized by the laws of the
State of Delaware for such persons and waives and covenants not to assert or
plead any objection which they might otherwise have to such jurisdiction and
such process.


 


12.10       Consent to Jurisdiction. 
Without limiting the provisions of Article VII hereof, the parties
agree that any legal proceeding by or against any party or with respect to or
arising out of this Agreement may be brought in or removed to the United States
District Court for the State of Delaware or in any Delaware state court, as the
party or parties instituting such legal action or proceeding may elect.  By execution and delivery of this Agreement,
each party irrevocably and unconditionally submits to the exclusive
jurisdiction of such courts and to the appellate courts therefrom.  The parties


 


14





















 


irrevocably consent to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified airmail, postage prepaid, to such parties at
the addresses specified in Section 12.1. Any such service of process shall
be effective five (5) business days after mailing, or, if hand delivered,
upon delivery.  Nothing herein shall
affect the right to serve process in any other manner permitted by applicable
law.  The parties hereby waive any right
to stay or dismiss any action or proceeding under or in connection with this
Agreement brought before the foregoing courts on the basis of (a) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason, or that it or any of its property is immune from the
above-described legal process, (b) that such action or proceeding is
brought in an inconvenient forum, that venue for the action or proceeding is
improper or that this Agreement may not be enforced in or by such courts, or
(c) any other defense that would hinder or delay the levy, execution or
collection of any amount to which any party is entitled pursuant to any final
judgment of any court having jurisdiction.


 


[Signature Page Follows]


 


*
* * * *


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date first written above.


 


	
   

  	
  CF
  INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen R. Wilson

  	
   

  
	
   

  	
   

  	
  Name:  Stephen R. Wilson

  
	
   

  	
   

  	
  Title:    President
  and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GROWMARK, Inc.

  
	
   

  	
  1701 Towanda Avenue

  
	
   

  	
  Bloomington, IL 61701-9972

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Davisson

  	
   

  
	
   

  	
   

  	
  Name: William Davisson

  
	
   

  	
   

  	
  Title: CEO

  



 


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