156
15.09.
Payments
158
v
SCHEDULE 1.01A
Commitments
SCHEDULE 1.01B
Transaction Summary
SCHEDULE 1.01C
Affiliated Cooperatives
SCHEDULE 1.01D
Agreed Upon EBITDA Add-backs for Terra Acquisition
SCHEDULE 1.01E
Inactive Subsidiaries
SCHEDULE 2.14
Reverse Dutch Auction Procedures
SCHEDULE 6.18
Mortgages and Leaseholds
SCHEDULE 9.05(a)
Real Property of Credit Parties (excluding Target and Subsidiaries)
SCHEDULE 9.05(b)
Real Property of Target and Subsidiaries expected to Become Credit Parties
SCHEDULE 9.12
Material Agreements
SCHEDULE 9.15
Capitalization and Subsidiaries
SCHEDULE 9.17
Labor Disputes
SCHEDULE 11.01
Existing Indebtedness
SCHEDULE 11.02(v)
Existing Liens
SCHEDULE 11.04
Existing Investments
SCHEDULE 11.07
Affiliate Transactions
SCHEDULE 11.08
Existing Restrictions
SCHEDULE 14.03
Lender Addresses
EXHIBIT A-1
Form of Notice of Borrowing
EXHIBIT A-2
Form of Notice of Conversion/Continuation
EXHIBIT B-1
Form of B-1 Term Note
EXHIBIT B-2
Form of B-2 Term Note
EXHIBIT B-3
Form of Revolving Note
EXHIBIT B-4
Form of Swingline Note
EXHIBIT C
Form of Letter of Credit Request
EXHIBIT D
Form of Section 5.04(b)(ii) Certificate
EXHIBIT E
Form of Opinion of Skadden, Arps, Slate, Meagher & Flom, counsel to the Credit
Parties
EXHIBIT F-1
Form of Officers' Certificate
EXHIBIT F-2
Form of Joint Secretary's Certificate
EXHIBIT G
Form of Guaranty and Collateral Agreement
EXHIBIT H
Form of Solvency Certificate
EXHIBIT I
Form of Intercreditor Agreement
EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption Agreement
EXHIBIT L
Form of Mortgages
EXHIBIT M
Form of Joinder Agreement
vi
CREDIT AGREEMENT, dated as of April 5, 2010 among CF Industries Holdings, Inc.,
a Delaware corporation ("Holdings"), CF Industries, Inc., a Delaware corporation
(the "Borrower"), the Lenders party hereto from time to time and Morgan Stanley
Senior Funding, Inc., as Administrative Agent and Collateral Agent.
All
capitalized terms used herein and defined in Section 1 are used herein as
therein defined.
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1.
Definitions and Accounting Terms.
1.01.
Defined Terms.
As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
"Account" shall have the meaning assigned in Article 9 of the UCC.
"Account Debtor" shall mean any Person obligated on an Account.
"Acquisition" means a transaction or series of related transactions for the
purpose of or resulting, directly or indirectly, in (a) the acquisition of all
or substantially all of the assets of a Person, or of any division of a Person,
(b) the acquisition of in excess of 50% of the capital stock, partnership
interests, membership interests or equity of any Person, or otherwise causing
any Person to become a Subsidiary, or (c) a merger or consolidation or any other
combination with another Person (other than a Person that is a Subsidiary)
provided that Borrower or a Subsidiary of Borrower is