EXHIBIT 10.25
CF INDUSTRIES HOLDINGS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
This Second Amendment to Credit Agreement, dated as of July 31, 2007 (this
"Amendment"), is by and among CF INDUSTRIES HOLDINGS, INC., a Delaware
corporation ("Parent"), as a Loan Guarantor, the other Loan Guarantors party
hereto, CF INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the
Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
All capitalized terms used but not defined herein shall have the respective
meanings given to such terms in the Credit Agreement (as defined below), as
amended hereby.
W I T N E S S E T H:
WHEREAS, Parent, the other Loan Guarantors, the Borrower, the Administrative
Agent and the Lenders are parties to that certain Credit Agreement dated as of
August 16, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement");
WHEREAS, the parties wish to amend certain provisions of the Credit Agreement as
provided herein.
NOW, THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree in its entirety as follows:
1.
Amendments to Credit Agreement.
1.1
THE DEFINITION OF "APPLICABLE RATE" SET FORTH IN SECTION 1.01 OF
THE CREDIT AGREEMENT IS HEREBY AMENDED BY AMENDING AND RESTATING THE PRICING
TABLE CONTAINED THEREIN IN ITS ENTIRETY AS FOLLOWS:
Level
Average
Availability
ABR Spread
Eurodollar
Spread
Commitment Fee
Rate
I
3 $100,000,000
0.00%
1.25%
0.25%
II
< $100,000,000
0.25%
1.50%
0.25%
1.2
THE DEFINITIONS OF "MATURITY DATE" AND "PERMITTED CAPITAL
EXPENDITURE AMOUNT" ARE HEREBY AMENDED AND RESTATED IN THEIR ENTIRETY AS
FOLLOWS:
"Maturity Date" means July 31, 2012 or any earlier date on which the Commitments
are reduced to zero or otherwise terminated pursuant to the terms hereof.
"Permitted Capital Expenditure Amount" means as of any date of determination
thereof with respect to any Capital Expenditure, (a) if the average daily Cash
Availability Amount for the most recent month (or, if earlier, any prior month)
(the "triggering month") is less than $135,000,000, then until such time as the
average daily Cash Availability Amount for three consecutive months is greater
than or equal to $135,000,000, $120,000,000 during the twelve-month period
commencing on the first day of the month next succeeding such triggering month
and, following the completion of such twelve-month period, during the trailing
twelve-month period ending on the last day of each month thereafter and (b) at
all other times, an unlimited amount.
1.3
THE DEFINITION OF "PERMITTED INVESTMENTS" SET FORTH IN
SECTION 1.01 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY AMENDING AND RESTATING
CLAUSE (G) THEREOF IN ITS ENTIRETY AS FOLLOWS:
(g)
investments in money market funds that invest 95% of their assets
in investments of the type described in the immediately preceding subsections
(a), (b), (c), (d), (e) and (f) above.
1.4
THE INTRODUCTORY CLAUSE OF SECTION 5.01 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
The Borrower will