-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ILkUUf/qT7SoxASHCaRf6rzEjZLoS3c+PaQjIS/ZxJCKXWlF5wTbTrl3HJYTJKmq eseka9nUOAzhvwAyihT9gA== 0001104659-09-062079.txt : 20091103 0001104659-09-062079.hdr.sgml : 20091103 20091103121514 ACCESSION NUMBER: 0001104659-09-062079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 GROUP MEMBERS: CF COMPOSITE, INC. GROUP MEMBERS: CF INDUSTRIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA INDUSTRIES INC CENTRAL INDEX KEY: 0000722079 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 521145429 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34386 FILM NUMBER: 091153536 BUSINESS ADDRESS: STREET 1: 600 FOURTH ST STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 BUSINESS PHONE: 7122771340 MAIL ADDRESS: STREET 1: 600 FOURTH STREET STREET 2: PO BOX 6000 CITY: SIOUX CITY STATE: IA ZIP: 51102-6000 FORMER COMPANY: FORMER CONFORMED NAME: INSPIRATION RESOURCES CORP DATE OF NAME CHANGE: 19920517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CF Industries Holdings, Inc. CENTRAL INDEX KEY: 0001324404 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 202697511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4 PARKWAY NORTH STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: (847) 405-2400 MAIL ADDRESS: STREET 1: 4 PARKWAY NORTH STREET 2: SUITE 400 CITY: DEERFIELD STATE: IL ZIP: 60015 SC 13D/A 1 a09-32660_3sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D
	[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)*

Terra Industries Inc.

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

880915103

(CUSIP Number)

Douglas C. Barnard

Vice President, General Counsel, and Secretary

CF Industries Holdings, Inc.

4 Parkway North, Suite 400

Deerfield, Illinois 60015

Telephone: (847) 405-2400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:

Brian W. Duwe

Richard C. Witzel, Jr.

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

November 1, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 8 Pages)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 880915103

13D

Page 2 of 8 Pages


	1	Names of Reporting Persons CF Industries Holdings, Inc.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions)

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 6,986,048

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 6,986,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,986,048

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 7.0%(1)

	14	Type of Reporting Person (See Instructions) HC, CO

(1) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

CUSIP No. 880915103

13D

Page 3 of 8 Pages


	1	Names of Reporting Persons CF Industries, Inc.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions)

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 6,986,048

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 6,986,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,986,048

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 7.0%(2)

	14	Type of Reporting Person (See Instructions) CO

(2) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

CUSIP No. 880915103

13D

Page 4 of 8 Pages


	1	Names of Reporting Persons CF Composite, Inc.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3	SEC Use Only

	4	Source of Funds (See Instructions)

	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0

			8	Shared Voting Power 6,986,048

			9	Sole Dispositive Power 0

			10	Shared Dispositive Power 6,986,048

	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,986,048

	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13	Percent of Class Represented by Amount in Row (11) 7.0%(3)

	14	Type of Reporting Person (See Instructions) CO

(3) Based on 99,825,840 shares of common stock, without par value, of the Company outstanding as of October 9, 2009, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on October 13, 2009.

CUSIP No. 880915103

13D

Page 5 of 8 Pages

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2009 (the “Original Statement”) (the Original Statement, together with this Amendment No. 1, are collectively referred to herein as the “Statement”), by CF Industries Holdings, Inc., a Delaware corporation (“CF Holdings”), CF Industries, Inc., a Delaware corporation and wholly-owned subsidiary of CF Holdings (“CF Industries”), and CF Composite, Inc., a New York corporation and wholly-owned subsidiary of CF Industries (“CF Composite” and, together with CF Holdings and CF Industries, the “Reporting Persons”). Except as set forth in this Amendment No. 1, all information set forth in the Original Statement remains unchanged and capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Original Statement.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by adding the following at the end of the section entitled “CF Holdings’ Proposals and Actions Related to a Business Combination with the Company”:

On November 1, 2009, CF Holdings delivered a letter to the Board containing a proposal to acquire the Company for consideration per Company Share of 0.1034 CF Shares and $32.00 in cash (including the $7.50 per Company Share special dividend declared by the Company on October 29, 2009 and payable on December 11, 2009 to holders of record on November 23, 2009). CF Holdings has obtained committed financing of up to $2.5 billion to provide the funds required in connection with the transaction, including the refinancing of Terra’s indebtedness. The transaction is not subject to a financing condition. The proposal is subject to approval by the Board, entering into a definitive agreement with customary conditions and confirmatory due diligence. Unless CF Holdings and Terra enter into a merger agreement by November 30, 2009, CF Holdings’ financing commitment would expire. CF Holdings has the right to extend the financing commitment until December 31, 2009, subject to there not having been a disruption in the financing markets. Accordingly, CF Holdings reserves the right to withdraw its proposal to acquire Terra if a merger agreement is not entered into by November 30, 2009. A copy of CF Holdings’ letter to the Board, dated November 1, 2009, is filed as Exhibit 10 hereto and incorporated herein by reference.

Item 4 of the Statement is hereby further amended by adding the following at the end of the section entitled “Election of Directors at the Company’s 2009 Annual Meeting of Stockholders”:

On October 14, 2009, CF Holdings and CF Composite filed a Definitive Proxy Statement on Schedule 14A with the SEC and began soliciting proxies from the Company’s stockholders for the 2009 Annual Meeting with respect to the Nominees’ election to the Board.

CUSIP No. 880915103

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Page 6 of 8 Pages

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended by restating the first sentence of paragraph (a) in its entirety as follows:

(a) According to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on October 13, 2009, there were 99,825,840 Company Shares outstanding on October 9, 2009.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented by adding the following after the first paragraph:

On November 1, 2009, CF Holdings entered into a commitment letter (the “Commitment Letter”), pursuant to which Morgan Stanley Senior Funding, Inc. committed to provide financing for CF Holdings’ acquisition of Terra. The Commitment Letter provides for a senior secured term loan facility of up to $1 billion, a senior secured revolving credit facility of up to $300 million and a senior secured bridge facility of up to $1.2 billion. Unless CF Holdings and Terra enter into a merger agreement by November 30, 2009, the Commitment Letter would expire. CF Holdings has the right to extend the Commitment Letter until December 31, 2009, subject to there not having been a disruption in the financing markets. A copy of the Commitment Letter is filed as Exhibit 11 hereto and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented by adding the following Exhibits:

Exhibit 10		Letter Proposal, dated November 1, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

Exhibit 11		Commitment Letter, dated November 1, 2009, between CF Industries Holdings, Inc. and Morgan Stanley Senior Funding, Inc.

CUSIP No. 880915103

13D

Page 7 of 8 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 2, 2009

	CF INDUSTRIES HOLDINGS, INC.


	by	/s/ Douglas C. Barnard
		Name: Douglas C. Barnard
		Title: Vice President, General Counsel, and Secretary


	CF INDUSTRIES, INC.


	by	/s/ Douglas C. Barnard
		Name: Douglas C. Barnard
		Title: Vice President, General Counsel, and Secretary


	CF COMPOSITE, INC.


	by	/s/ Douglas C. Barnard
		Name: Douglas C. Barnard
		Title: Director, Vice President, and Secretary

CUSIP No. 880915103

13D

Page 8 of 8 Pages

EXHIBIT INDEX

Exhibit Number		Exhibit Name

Exhibit 1		Letter Proposal, dated January 15, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)

Exhibit 2		Letter Proposal, dated March 9, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)

Exhibit 3		Letter Proposal, dated March 23, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)

Exhibit 4		Letter Proposal, dated August 5, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc. (1)

Exhibit 5		Form of Agreement and Plan of Merger, to be entered into among CF Industries Holdings, Inc., Composite Merger Corporation and Terra Industries Inc. (1)

Exhibit 6		Credit Agreement, dated as of August 16, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CF Industries Holdings, Inc.’s Current Report on Form 8-K, filed with the SEC on August 19, 2005, File No. 001-32597)

Exhibit 7		First Amendment to Credit Agreement, dated as of September 5, 2005, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.24 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)

Exhibit 8		Second Amendment to Credit Agreement, dated as of July 31, 2007, by and among CF Industries Holdings, Inc., as Loan Guarantor, CF Industries, Inc., as Borrower, the Subsidiary Guarantors party thereto, as Loan Guarantors, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.25 to CF Industries Holdings, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 27, 2008, File No. 001-32597)

Exhibit 9		Joint Filing Agreement, dated as of September 28, 2009, by and among CF Industries Holdings, Inc., CF Industries, Inc. and CF Composite, Inc. (1)

Exhibit 10		Letter Proposal, dated November 1, 2009, from CF Industries Holdings, Inc. to Terra Industries Inc.

Exhibit 11		Commitment Letter, dated November 1, 2009, between CF Industries Holdings, Inc. and Morgan Stanley Senior Funding, Inc.

(1) Previously filed as an Exhibit to the Original Statement.

EX-10 2 a09-32660_3ex10.htm EX-10

Exhibit 10



	CF Industries Holdings, Inc.
	4 Parkway North, Suite 400
	Deerfield, Illinois 60015-2590

	847-405-2400
	www.cfindustries.com

November 1, 2009

Board of Directors

Terra Industries Inc.

Terra Centre

600 Fourth Street

P.O. Box 6000

Sioux City, Iowa 51102-6000

Attention:	Henry R. Slack, Chairman of the Board
	Michael L. Bennett, President and Chief Executive Officer

Dear Members of the Board:

We continue to believe that the strategic and financial benefits of combining CF Industries and Terra Industries are compelling. Given our confidence in the benefits of the combination, we are offering to acquire Terra for $32.00 in cash and 0.1034 of a share of CF Industries common stock for each Terra share (including the $7.50 per share special dividend declared by Terra). Our offer represents a highly attractive multiple of 7.1 times trailing 12-months EBITDA.

Morgan Stanley has committed to provide the financing required for the transaction. Our offer is not subject to a financing condition or to the approval of CF Industries stockholders. The merger agreement between the two companies would also contain no financing condition. As you are aware, CF Industries has satisfied all antitrust regulatory conditions required to close the transaction.

Our offer is subject to approval by the Terra Board of Directors, entering into a definitive agreement with customary conditions and confirmatory due diligence.

Unless a merger agreement is entered into by November 30, 2009, our financing commitment would expire. We have the right to extend the financing commitment until December 31, 2009, subject to there not having been a disruption in the financing markets. Accordingly, we reserve the right to withdraw our offer if a merger agreement is not entered into by November 30, 2009.

Our offer provides compelling value for Terra stockholders as well as certainty of closing. The transaction clearly is in the best interests of our respective stockholders, and we should move forward promptly and sign a merger agreement to put these two great companies together.

Sincerely,

/s/ Stephen R. Wilson
Stephen R. Wilson
Chairman, President and Chief Executive Officer
CF Industries Holdings, Inc.

EX-11 3 a09-32660_3ex11.htm EX-11

Exhibit 11

EXECUTION VERSION

MORGAN STANLEY SENIOR FUNDING, INC.
1585 Broadway
New York, New York 10036

November 1, 2009

CF Industries Holdings, Inc.

4 Parkway North, Suite 400

Deerfield, IL 60015
Attention: Anthony J. Nocchiero

Project Composite
Commitment Letter
$1,300,000,000 Senior Secured Bank Facilities
$1,200,000,000 Senior Secured Bridge Facility

Ladies and Gentlemen:

CF Industries Holdings, Inc. (“you” or the “Borrower”) has advised Morgan Stanley Senior Funding, Inc. (“MSSF”, “we”, “us” or the “Commitment Party”) that you have formed a wholly owned domestic subsidiary (“Mergersub”) to acquire (the “Acquisition”) all of the outstanding capital stock of Terra Industries Inc. (the “Target”) not owned by you on the date hereof pursuant to a merger agreement (the “Merger Agreement”) among you, Mergersub and the Target for an aggregate consideration (including amounts to be used to retire indebtedness and pay premiums or make-wholes in connection therewith) of approximately $4,561,000,000; provided that such aggregate consideration shall be reduced by the aggregate amount of any dividends and/or other distributions made or declared by the Target on or after October 29, 2009 and prior to the Closing Date that are not permitted to be declared or paid by the Target pursuant to the Merger Agreement. We understand that the Acquisition will be structured as a one-step merger transaction pursuant to which Mergersub will merge with and into the Target with the Target being the surviving entity and a wholly-owned subsidiary of the Borrower. All references to “dollars” or “$” in this Commitment Letter are references to United States dollars.

We understand that the total funding required to effect the Acquisition, to repay and redeem in full existing indebtedness and preferred equity of the Borrower and of the Target and your and its respective subsidiaries (including, without limitation, the Target’s senior unsecured notes due 2019 and the payments required pursuant to make-whole provisions in connection therewith) (the “Refinancing”), to pay the fees and expenses incurred in connection therewith and to provide for the ongoing working capital and general corporate needs of the

Borrower and its subsidiaries shall be approximately $4,803,000,000 and shall be provided solely from:

(a) the incurrence by the Borrower of senior secured credit facilities consisting of (i) a term B loan facility in the amount of up to $1,000,000,000 (the “Term Loan Facility”) and (ii) a revolving credit facility in the amount of up to $300,000,000 (the “Revolving Facility”, together with the Term Loan Facility, the “Bank Facilities”), of which Revolving Facility not more than an amount to be determined (but in any event not to exceed $25,000,000) may be drawn on the Closing Date immediately after giving effect to the Transactions, in each case, as described in the summary of terms and conditions attached hereto as Exhibit A (the “Bank Term Sheet”);

(b) the issuance (either by private placement or an underwritten public sale) by the Borrower of senior secured notes (the “Senior Secured Notes”) or, the incurrence of senior secured bridge loans (the “Bridge Loans”) under a senior secured bridge facility (the “Bridge Facility”; each of the Bank Facilities and the Bridge Facility are hereinafter referred to individually as a “Facility” and collectively as the “Facilities”), of up to $1,200,000,000, as described in the summary of terms and conditions attached hereto as Exhibit B (the “Bridge Term Sheet”);

(c) the proceeds from the issuance by the Borrower of shares of its common stock to the holders (other than the Borrower and its subsidiaries) of the common stock of the Target in the amount set forth in the Merger Agreement; and

(d) cash on hand of the Borrower, the Target and their respective subsidiaries.

The Acquisition, the Refinancing, the entering into of this Commitment Letter, the entering into of the Bank Facilities and the initial borrowings thereunder, the issuance of the Senior Secured Notes or the borrowings under the Bridge Facility and the related transactions contemplated by the foregoing, as well as the payment of fees, commissions and expenses in connection with each of the foregoing, are collectively referred to as the “Transactions”. No other financing will be required for the Transactions. It is understood and agreed that any reduction in the aggregate net consideration to be used to effect the Acquisition and the Refinancing shall automatically reduce our commitment in respect of the Facilities on a dollar-for-dollar basis, with such reduction being allocated between the Term Loan Facility and the Bridge Facility as the Commitment Party shall determine in consultation with you.

1. Commitments. The Commitment Party is pleased to commit to provide (a) 100% of the Bank Facilities, subject to and on the terms and conditions solely as set forth in this Section 1, in the Bank Term Sheet under the heading “Conditions Precedent to Initial Funding” and the additional conditions attached hereto as Exhibit C (the “Conditions Term Sheet” and, together with the Bank Term Sheet and the Bridge Term Sheet, the “Term Sheets” and, together with this agreement and the Fee Letters (as defined below), this “Commitment Letter”), and (b) 100% of the Bridge Facility, subject to and on the terms and conditions solely as set forth in this Section 1, in the Bridge Term Sheet under the heading “Conditions Precedent to Initial Funding” and in the Conditions Term Sheet. It is agreed that MSSF shall act as (i) sole and exclusive lead arranger, book-runner and syndication agent for the Bank Facilities (in such

capacity, the “Bank Lead Arranger”), and the Bridge Facility (in such capacity, the “Bridge Lead Arranger”, and, together with the Bank Lead Arranger, the “Lead Arrangers”) and (ii) sole and exclusive administrative agent for the Bank Facilities (in such capacity, the “Bank Administrative Agent”) and the Bridge Facility (in such capacity, the “Bridge Administrative Agent” and, together with the Bank Administrative Agent, the “Administrative Agents”). It is agreed that MSSF shall have “left” placement in any and all marketing materials or other documentation used in connection with any of the Facilities and shall hold the leading role and responsibilities customarily associated with such “left” placement, including maintaining sole “physical books” in respect of each of the Facilities. It is further agreed that no additional advisors, agents, co-agents, arrangers or bookmanagers will be appointed and no Lender (as defined below) will receive compensation with respect to any of the Facilities outside the terms contained in this Commitment Letter and the fee letters (the “Fee Letters”) executed simultaneously herewith in order to obtain its commitment to participate in the Facilities, in each case unless you and we so agree.

The commitment and other obligations of the Commitment Party hereunder are subject to the satisfaction of the following conditions:

(a) the negotiation, execution and delivery of definitive loan documentation for the Bank Facilities (the “Bank Documentation”) and the Bridge Facility (the “Bridge Documentation” and, together with the Bank Documentation, the “Financing Documentation”), in each case consistent with this Commitment Letter and otherwise reasonably satisfactory to the Commitment Party and you, including without limitation credit agreements, security agreements, guaranties, intercreditor agreements and other documentation reflecting, the terms and conditions set forth herein and in the Term Sheets;

(b) the absence of any change, development, event, occurrence, effect or state of facts that, individually or in the aggregate with all such other changes, developments, events, occurrences, effects or states of facts is, or is reasonably likely to be, materially adverse to the business, financial condition or results of operations of the Target and its subsidiaries, taken as a whole; provided, that none of the following shall be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Closing Date Material Adverse Effect: any change, development, event, occurrence, effect or state of facts arising out of or resulting from (i) capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (ii) geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism occurring after the date of the Merger Agreement, (iii) any hurricane, tornado, flood, earthquake or other natural disaster occurring after the date of the Merger Agreement, (iv) any change in applicable law, regulation or GAAP (or authoritative interpretation thereof) which is proposed, approved or enacted after the date of the Merger Agreement, (v) general conditions in the industries in which the Target and its subsidiaries operate, (vi) the failure, in and of itself, of the Target to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics after the date of the Merger Agreement, or changes in the market price, credit rating or trading volume of the Target’s securities after the date of the Merger

Agreement (it being understood that the underlying facts giving rise or contributing to such failure or change may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect), and (vii) the announcement and pendency of the Merger Agreement and the transactions contemplated thereby, including any lawsuit in respect thereof, compliance with the covenants contained therein, and any loss of or change in relationship with any customer, supplier, distributor, or other business partner, or departure of any employee or officer, of the Target or any of its subsidiaries, except, in the cases of clauses (i), (ii), (iii), (iv) and (v), to the extent that the Target and its subsidiaries, taken as a whole, are materially disproportionately affected thereby as compared with other participants in the industries in which the Target and its subsidiaries operate (in which case the incremental disproportionate impact or impacts may be deemed either alone or in combination to constitute, or be taken into account in determining whether there has been, or is reasonably likely to be, a Material Adverse Effect) (a “Closing Date Material Adverse Effect”);

(c) (i) Borrower shall have engaged an investment bank reasonably satisfactory to the Commitment Party to publicly sell or privately place the Senior Secured Notes; (ii) the execution, delivery and compliance with the material terms of that certain engagement letter among you and such investment bank(s); and (iii) such engagement letter shall remain in full force and effect, unless terminated by such investment bank; and

(d) satisfaction of the other conditions set forth in the Conditions Term Sheet.

Notwithstanding anything to the contrary in this Commitment Letter, any Fee Letter, the Financing Documentation, or any other agreement or other undertaking concerning the financing of the Transactions, (i)(x) the only representations and warranties relating to the Target and its subsidiaries and businesses the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations and warranties made by the Target in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that you have (or your subsidiary has) the right (determined without regard to any notice requirement) to terminate your (or its) obligations under the Merger Agreement as a result of a breach of such representations and warranties in the Merger Agreement (the “Merger Agreement Representations”) and (B) the Specified Representations (as defined below) and (y) the only representations and warranties relating to the Borrower and its subsidiaries and businesses the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be the Specified Representations and (ii) the terms of the Financing Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Commitment Letter are satisfied, it being understood that (A) other than with respect to any UCC Filing Collateral or Stock Certificates (each as defined below), to the extent any Collateral is not provided on the Closing Date after your use of commercially reasonable efforts to do so or without undue burden or expense, the delivery of such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but may instead be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the parties hereto acting reasonably, (B) with respect to perfection of security interests in UCC Filing Collateral,

your sole obligation shall be to deliver, or cause to be delivered, necessary UCC financing statements to the Administrative Agents or to irrevocably authorize and to cause the applicable guarantor to irrevocably authorize the Administrative Agents to file necessary UCC financing statements, (C) with respect to perfection of security interests in Stock Certificates, your sole obligation shall be to use commercially reasonable efforts to deliver to the Bank Administrative Agent Stock Certificates together with undated stock powers in blank, and (D) except as expressly set forth in preceding clause (i) or (ii), nothing in preceding clause (ii) shall be construed to limit the applicability of the individual conditions expressly set forth in this Section 1 or in the Term Sheets. For purposes hereof, (1) “UCC Filing Collateral” means Collateral consisting solely of assets of the Target and its subsidiaries or Borrower and its subsidiaries for which a security interest can be perfected by filing a Uniform Commercial Code financing statement, (2) “Stock Certificates” means Collateral consisting of stock certificates representing capital stock of the Target and its subsidiaries or Borrower and its subsidiaries required as Collateral pursuant to the Term Sheets for which a security interest can be perfected by delivering such stock certificates and (3) “Specified Representations” means the representations and warranties referred to in the Term Sheets relating to corporate existence, corporate power and authority, the due authorization, execution, delivery and enforceability of the Financing Documentation, in each case as they relate to entering into and performance of the Financing Documentation, solvency, accuracy of financial statements, Federal Reserve margin regulations, Investment Company Act, Patriot Act, and validity, priority and perfection of security interests (subject to the limitations set forth in the preceding sentence). Notwithstanding anything in this Commitment Letter, the Fee Letters, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary (but subject to termination of the commitments provided hereunder pursuant to Section 10), the only conditions to availability of the Credit Facilities on the Closing Date are those set forth in this paragraph and in each of the relevant Term Sheets under the heading “Conditions Precedent to Initial Funding” (in the case of Exhibit A) or “Conditions Precedent to Funding” (in the case of Exhibit B) and in Exhibit C.

“Closing Date” means the closing date of the Transactions, including the concurrent closing of the Facilities and, if applicable, the issuance of the Senior Secured Notes.

2. Syndication. The Lead Arrangers reserve the right, prior to or after execution of the definitive credit documentation for each Facility, to syndicate all or part of the Commitment Party’s commitment for such Facility to one or more financial institutions or institutional lenders in consultation with you. Notwithstanding the Lead Arrangers’ right to syndicate the Facilities and receive commitments with respect thereto, the Commitment Party will not be relieved of all or any portion of its commitments hereunder prior to the initial funding under the Facilities. Without limiting your obligations to assist with syndication efforts as set forth herein, the Commitment Party agrees that completion of such syndications is not a condition to its commitments hereunder.

The Lead Arrangers intend to commence syndication efforts promptly after the execution of this Commitment Letter by you and you agree to actively assist the Lead Arrangers in achieving a syndication in respect of each Facility that is reasonably satisfactory to the Lead Arrangers. Such syndication will be accomplished by a variety of means, including direct contact during the syndication for a Facility between your senior management and advisors, and

as promptly as practicable after the Merger Agreement Date, use your commercially reasonable efforts to cause the senior management and advisors of the Target, and the proposed syndicate members for such Facility (such members in respect of the Bank Facilities being referred to as the “Bank Lenders”, and such members in respect of the Bridge Facility being referred to as the “Bridge Lenders” and, collectively, the “Lenders”). The Lead Arrangers will exclusively manage, in consultation with you, all aspects of the syndication, including the timing, scope and identity of potential Lenders, any agency or other title designations or roles awarded to any potential Lender, any compensation provided to each potential lender from the amount paid to the Lead Arrangers pursuant to this Commitment Letter and the Fee Letters and the final allocation of the commitments in respect of the Facilities among the Lenders, with all such determinations to be made by the Lead Arrangers in consultation with you.

To assist the Lead Arrangers in their syndication efforts, you hereby covenant and agree:

(a) to provide and cause your advisors to provide, and as promptly as practicable after the Merger Agreement Date, use your commercially reasonable efforts to cause the Target, its subsidiaries and its advisors to provide, the Lead Arrangers upon request with all information reasonably requested by the Lead Arrangers, including but not limited to the Projections (as defined below, and which shall in any event include detailed projected consolidated financial statements of the Borrower and its subsidiaries for at least the 7 fiscal years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of the Borrower and its subsidiaries after giving effect to the Transactions and the related financing thereof, and (y) be prepared and approved by the Borrower) and financial and other information, reports, memoranda and evaluations currently prepared by, on behalf or at the direction of you or your subsidiaries or advisors, and, after the Merger Agreement Date, the Target or its subsidiaries or advisors;

(b) to assist in the preparation of, on or prior to the earlier to occur of (x) 45 days after the Merger Agreement Date and (y) 30 calendar-days prior to the Closing Date, one or more confidential information memoranda (including public and private versions thereof) and other materials, in each case in form and substance customary for transactions of this type and otherwise reasonably satisfactory to the Lead Arrangers to be used in connection with the syndication of each Facility;

(c) to use your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefits materially from your existing lending and banking relationships and, after the Merger Agreement Date, the existing lending and banking relationships of the Target and its subsidiaries;

(d) prior to and until the earlier to occur of (x) 45 days after the Closing Date and (y) the satisfaction of the Minimum Hold Condition (as defined in the Fee Letter) of the Facilities, there shall be no competing issues of debt securities or commercial bank or other debt facilities or securitizations (including any renewals or refinancing thereof) by the Borrower or any of its subsidiaries, and, as promptly as practicable after the Merger Agreement Date, by the Target or its subsidiaries, being discussed (with prospective

investors, underwriters or arrangers), attempted, offered, placed or arranged (other than indebtedness incurred in connection with the Borrower’s Peru investment project, indebtedness incurred by Terra Nitrogen Company, L.P. (“Terra Nitrogen”), project financing incurred by project finance subsidiaries, the Senior Secured Notes or debt securities for facilities issued in lieu of the Senior Secured Notes), including renewals or refinancing of any existing debt;

(e) to use your commercially reasonable efforts to obtain, prior to the launch of the syndications of the Facilities and in any event on or prior the earlier to occur of (x) 45 days after the date the definitive Merger Agreement is entered into by the parties thereto (the “Merger Agreement Date”) and (y) 30 calendar days prior to the Closing Date, ratings for each of the Facilities and the Senior Secured Notes from each of Standard and Poor’s Rating Services (“S&P”) and Moody’s Investors Services, Inc. (“Moody’s”), a “corporate rating” for the Borrower from S&P and a “corporate family rating” for the Borrower from Moody’s; and

(f) to otherwise assist the Lead Arrangers in their syndication efforts, including by making available your, and, as promptly as practicable after the Merger Agreement Date, using your commercially reasonable efforts to make available the Target’s, officers, representatives and advisors, in each case from time to time and to attend and make presentations regarding the business and prospects of the Borrower and the Target at one or more meetings of Lenders at times mutually agreed upon and with reasonable notice to such persons.

3. Information. You represent and warrant that (a) all written information (other than the Projections and information of a general economic referred to below) that has been or will hereafter be made available by or on behalf of you, the Target or by any of your or their respective agents or representatives in connection with the Transactions (the “Information”) to the Commitment Party or any of its affiliates, agents or representatives or to any Lender or any potential Lender is and will be (or, solely with respect to information relating to the Target and its subsidiaries, to your knowledge is and will be) when taken as a whole, complete and correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in the light of the circumstances under which such statements were or are made and (b) all financial projections (the “Projections”), if any, that have been or will be prepared by you or on your behalf or by any of your representatives and made available to the Commitment Party or any of its affiliates, agents or representatives or to any Lender or any potential Lender in connection with the Transactions have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time of preparation thereof (it being understood that such Projections are subject to significant uncertainties and contingencies and that no assurance can be given that any particular Projections will be realized). You agree that, if at any time prior to the Closing Date, any of the representations or warranties in the preceding sentence would be incorrect if the Information or Projections were being furnished, and such representations and warranties were being made, at such time, then you will promptly supplement, or cause to be supplemented, and with respect to the Information and Projections related to the Target, you shall use commercially reasonable efforts to supplement, the Information and Projections so that such representations and

warranties will be correct at such time. You agree that, in issuing the commitments hereunder and in arranging and syndicating the Facilities, we will be entitled to use and rely on the Information and the Projections furnished by you or on your behalf or on behalf of the Target without independent verification thereof.

You agree that the Lead Arrangers may make available any Information and Projections (collectively, the “Company Materials”) to potential Lenders by posting the Company Materials on IntraLinks, the Internet or another similar electronic system (the “Platform”). You further agree to assist, at the reasonable request of the Lead Arrangers, in the preparation of a version of a confidential information memorandum and other marketing materials and presentations to be used in connection with the syndication of each Facility, consisting exclusively of information or documentation that is either (i) publicly available or (ii) not material with respect to the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of foreign, United States federal and state securities laws (all such information and documentation being “Public Lender Information”). Any information and documentation that is not Public Lender Information is referred to herein as “Private Lender Information.” You further agree to use commercially reasonable efforts to identify each document and other information identified by the Lead Arrangers to be disseminated by the Lead Arrangers to any Lender or potential Lender in connection with the syndication of such Facility as either (i) containing Private Lender Information or (ii) containing solely Public Lender Information by marking such information as “Public” or “Private” on the first page thereof. You acknowledge that the following documents will contain solely Public Lender Information: (i) drafts and final definitive documentation with respect to each Facility; (ii) administrative materials prepared by the Lead Arrangers for potential Lenders (e.g. a lender meeting invitation, allocation and/or funding and closing memoranda); and (iii) notification of changes in the terms of such Facility.

4. Costs, Expenses and Fees. You agree to pay or reimburse the Lead Arrangers, the Administrative Agents and the Commitment Party for all reasonable and documented out-of-pocket costs and expenses incurred by the Lead Arrangers, the Administrative Agents and the Commitment Party or their respective affiliates (whether incurred before or after the date hereof) in connection with the Facilities and the preparation, negotiation, execution and delivery of this Commitment Letter and the Fee Letters, the Financing Documentation and any security arrangements in connection therewith, including without limitation, the reasonable and documented out-of-pocket fees and disbursements of counsel (which shall be limited to one counsel to the Lead Arrangers, the Administrative Agents and the Commitment Party, taken as whole and, if necessary, one local counsel and one regulatory counsel in any applicable jurisdiction) regardless of whether any of the Transactions are consummated. You further agree to pay all documented out-of-pocket costs and expenses of the Lead Arrangers, the Administrative Agents and the Commitment Party and their respective affiliates (including, without limitation, reasonable out-of-pocket fees and disbursements of counsel, which shall be limited to one counsel to the Lead Arrangers, the Administrative Agents and the Commitment Party, taken as whole (and, in the case of conflict of interest, one additional counsel to the affected Indemnified Persons taken as a whole) and, if necessary, one local counsel and one regulatory counsel in any applicable jurisdiction) incurred in connection with the enforcement of any of their rights and remedies hereunder. In addition, you hereby agree to pay when and as due the fees described in the Fee Letters. The terms of the Fee Letters are an

integral part of the Commitment Party’s commitment hereunder and constitute part of this Commitment Letter for all purposes hereof, and compliance with the terms thereof is a condition precedent to the Commitment Party’s commitment hereunder.

5. Indemnity. You agree to indemnify and hold harmless each of the Lead Arrangers, the Administrative Agents and Lenders and their respective affiliates (including, without limitation, controlling persons) and each director, officer, employee, advisor, agent, affiliate, successor, representative and assign of each of the forgoing (each an “Indemnified Person”) from and against any and all actions, suits, investigations, inquiries, claims, losses, damages, liabilities, expenses or proceedings of any kind or nature whatsoever which may be incurred by or asserted against or involve any such Indemnified Person as a result of or arising out of or in any way related to or resulting from this Commitment Letter, the Fee Letters, the Facilities, the use of proceeds thereof, the Transactions or the other loan financing transactions contemplated thereby (other than any engagement letter covering services provided with respect to the Acquisition, which shall be subject to the indemnification provisions contained therein) (regardless of whether any such Indemnified Person is a party thereto and regardless of whether such matter is initiated by a third party or otherwise) (any of the foregoing, a “Proceeding”), and you agree to reimburse each Indemnified Person upon demand for any out-of-pocket expenses incurred in connection with investigating, defending, preparing to defend or participating in any such Proceeding (including, without limitation, reasonable out-of-pocket fees and disbursements of counsel, which shall be limited to one counsel to the Lead Arrangers, the Administrative Agents and the Commitment Party, taken as whole (and, in the case of conflict of interest, one additional counsel to the affected Indemnified Persons taken as a whole) and, if necessary, one local counsel and one regulatory counsel in any applicable jurisdiction); provided, however, that no Indemnified Person will be indemnified for any such cost, expense or liability to the extent finally judicially determined to have resulted solely from the bad faith, gross negligence or willful misconduct of such Indemnified Person. In the case of any Proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall be effective, whether or not such Proceeding is brought by you, the Target, any of your or its respective security holders or creditors, an Indemnified Person or any other person, or an Indemnified Person is otherwise a party thereto and whether or not any aspect of the Commitment Letter, the Fee Letters, the Facilities or any of the Transactions is consummated. Notwithstanding any other provision of this Commitment Letter, (i) absent bad faith, gross negligence or willful misconduct as finally judicially determined, no Indemnified Person shall be responsible or liable for damages arising from the unauthorized use by others of information or other materials obtained through internet, electronic, telecommunications or other information transmission and (ii) no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to you, the Target, or any of your or its respective security holders or creditors arising out of, related to or in connection with the Commitment Letter, the Fee Letters, the Facilities or any of the Transactions or the other transactions contemplated thereby, except to the extent of direct (as opposed to special, indirect, consequential or punitive) damages finally judicially determined to have resulted solely from such Indemnified Person’s bad faith, gross negligence or willful misconduct, and it is further agreed that the Commitment Party shall have liability only to you (as opposed to any other person).

You will not be liable for any settlement of any Proceeding effected without your consent (which shall not be unreasonably withheld). You will not, without the prior written

consent of the Indemnified Person, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Person from all liability or claims that are the subject matter of such Proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability, or a failure to act by or on behalf of such Indemnified Person.

6. Confidentiality. This Commitment Letter is furnished solely for your benefit, and may not be relied upon or enforced by any other person or entity other than the parties hereto, the Lenders and the Indemnified Persons. This Commitment Letter is delivered to you on the condition that neither the existence of this Commitment Letter nor the Fee Letters nor any of their contents shall be disclosed, directly or indirectly, to any other person or entity except to your directors, officers, advisors, employees, legal counsel, independent auditors, professionals and other experts or agents, in each case on a “need-to-know” basis and only in connection with the evaluation of the Transactions. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the Fee Letters to us as provided below, (i) you may disclose a copy of this Commitment Letter (and solely the “flex” provisions of the Fee Letters) to the Target and its directors, officers, employees and advisors, (ii) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Administrative Agent and the Lead Arrangers, (iii) you may file a copy of this Commitment Letter (but not the Fee Letters) in any public record in which it is required by law to be filed as exhibits to Schedule 13D filed in connection with the Transactions, (iv) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you are required in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case you shall use commercially reasonable efforts to promptly notify us, in advance, to the extent permitted by law) and (v) you may disclose a copy of this Commitment Letter to ratings agencies in connection with their evaluation of the Facilities for ratings purposes. If this Commitment Letter is not accepted by you as provided below, please immediately return this Commitment Letter and the Fee Letters (and any copies hereof or thereof) to the undersigned.

We shall use all nonpublic information received by us in connection with the Transactions solely for the purposes of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided, however, that nothing herein shall prevent us from disclosing any such information (a) to rating agencies, (b) to any Lenders or participants or prospective Lenders or participants, (c) in any legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable law or regulations (in which case we shall use commercially reasonable efforts to promptly notify you, in advance, to the extent permitted by law), (d) upon the request or demand of any regulatory authority having jurisdiction over us or our affiliates (in which case we shall use commercially reasonable efforts to, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify you, in advance, to the extent lawfully permitted to do so), (e) to our directors, officers, advisors, employees, legal counsel, independent auditors, professionals and other experts or agents (collectively, “Representatives”) who are informed of

the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential, (f) to any of our respective affiliates (provided that any such affiliate is advised of its obligation to retain such information as confidential) solely in connection with the Facilities and the Transactions, (g) to the extent any such information becomes publicly available other than by reason of disclosure by us, our affiliates or Representatives in breach of this Commitment Letter and (h) for purposes of establishing a “due diligence” defense; provided that the disclosure of any such information to any Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such Lender or prospective Lender or participant or prospective participant that such information is being disseminated on a confidential basis in accordance with the standard syndication processes of the Lead Arrangers or customary market standards for dissemination of such type of information.

7. Patriot Act. We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (October 26, 2001) (as amended, the “Patriot Act”), we and the other Lenders are required to obtain, verify and record information that identifies the Borrower and the Target and their respective subsidiaries, which information includes the name, address, tax identification number and other information regarding them that will allow any of us or such Lender to identify the Borrower, the Target and their respective subsidiaries in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective on behalf of the Commitment Party and each other Lender.

8. Governing Law etc. This Commitment Letter and the Fee Letters shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Any right to trial by jury with respect to any claim, action, suit or proceeding between the parties hereto arising out of or contemplated by this Commitment Letter and/or the related Fee Letters is hereby waived. You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the federal and New York State courts located in the City of New York, Borough of Manhattan (and appellate courts thereof) in connection with any dispute between them related to this Commitment Letter or the Fee Letters or any matters contemplated hereby or thereby and agree that any service of process by registered mail addressed to you shall be effective service of process for any suit, action or proceeding relating to any such dispute. The parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by law. Nothing herein will affect the right of any Lead Arranger or Administrative Agent or the Commitment Party or any other party hereto to serve legal process in any other manner permitted by law.

9. Other Activities; No Fiduciary Relationship; Other Terms.

As you know, Morgan Stanley is a full service securities firm engaged, either directly or indirectly through its affiliates in various activities, including securities trading,

investment management, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, Morgan Stanley or its affiliates may actively trade the debt and equity securities (or related derivative securities) of the Borrower or other companies which may be the subject of the arrangements contemplated by this Commitment Letter for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities. Morgan Stanley or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities or other debt obligations of the Borrower or other companies which may be the subject of the arrangements contemplated by this Commitment Letter.

The Lead Arrangers, the Administrative Agents and the Commitment Party and their respective affiliates may have economic interests that conflict with those of the Target or the Borrower and may provide financing or other services to parties whose interests conflict with yours.

You agree that the Lead Arrangers, the Administrative Agents and the Commitment Party will act under this agreement as independent contractors and that nothing in this Commitment Letter or the Fee Letters or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lead Arrangers, the Administrative Agents and the Commitment Party on the one hand and the Target or the Borrower, or their respective management, stockholders, subsidiaries or affiliates on the other hand. You acknowledge and agree that (i) the transactions contemplated by this Commitment Letter and the Fee Letters are arm’s-length commercial transactions between the Lead Arrangers, the Administrative Agents and the Commitment Party, on the one hand, and you, on the other, (ii) in connection therewith and with the process leading to such transaction the Commitment Party is acting solely as a principal and not as a fiduciary of you, your management, stockholders, creditors or any other person, (iii) the Lead Arrangers, the Administrative Agents and the Commitment Party have not assumed an advisory or fiduciary responsibility in favor of you with respect to the Transactions or the process leading thereto (irrespective of whether the Lead Arrangers, the Administrative Agents or the Commitment Party or any of their respective affiliates had advised or is currently advising you on other matters) or any other obligation to you except the obligations expressly set forth in this Commitment Letter and the Fee Letters and (iv) you have consulted your own legal and financial advisors to the extent you or it deemed appropriate.

You further acknowledge and agree that you and your subsidiaries are responsible for making your own independent judgment with respect to the Transactions and the process leading thereto. In addition, please note that the Lead Arrangers, the Administrative Agents and the Commitment Party and their respective affiliates do not provide accounting, tax or legal advice. You and your subsidiaries agree that you will not claim that the Lead Arrangers, the Administrative Agents or the Commitment Party or any of their respective affiliates has rendered advisory services in any nature or respect, or owes a fiduciary or similar duty to you or your subsidiaries, arising out of this Commitment Letter or the Fee Letters.

We reserve the right to employ the services of one or more of our affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to such affiliates certain fees payable to us in such manner as we and such affiliates may agree in our sole discretion. You also agree that the Commitment Party may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its affiliates; provided that the Commitment Party shall remain liable to provide the full amount of its commitments hereunder and to fund the initial borrowings upon the occurrence of the Closing Date in the event any such affiliate fails to do so. You acknowledge that the Commitment Party may share with any of its affiliates, and such affiliates may share with the Commitment Party, any information related to the Transactions, you, the Target, any of your or their subsidiaries or any of the matters contemplated hereby in connection with the Transactions.

10. Acceptance, Termination, Amendment, etc. Please indicate your acceptance of the terms of this Commitment Letter and the Fee Letters by returning to us executed counterparts hereof and thereof. The commitments and other obligations of the Commitment Party and the Lead Arrangers set forth in this Commitment Letter shall automatically terminate upon the earliest to occur of (i) 5:00 p.m., New York time, on November 3, 2009 if you shall not have returned to us executed counterparts of this Commitment Letter and the Fee Letters by such time, (ii) upon your first public announcement of your revised offer to acquire Target on or after the date hereof if you shall not have returned to us executed counterparts of this Commitment Letter and the Fee Letters by such time, (iii) November 30, 2009, if the definitive Merger Agreement shall not have been executed and delivered by all parties thereto; (iv) May 30, 2010, if the execution and delivery of Financing Documentation by all of the parties thereto and the consummation of the Acquisition shall not have occurred on or prior to such date; (v) the date of termination or abandonment of the Merger Agreement and (vi) upon your failure to comply with any of your obligations under, or the terms of, the Fee Letters. In addition, the Commitment Party’s commitment hereunder to provide the Bridge Facility will terminate upon the issuance of the Senior Secured Notes in the aggregate amount equal to or greater than $1,200,000,000 (or such lesser amount determined by the Borrower to be necessary to consummate the Transactions).

This Commitment Letter and the Fee Letters constitute the entire agreement and understanding between you and your subsidiaries and affiliates and the Lead Arrangers and the Commitment Party with respect to the Facilities and supersedes all prior written or oral agreements and understandings relating to the specific matters hereof. No individual has been authorized by the Commitment Party or the Lead Arrangers or any of their respective affiliates to make any oral or written statements that are inconsistent with this Commitment Letter or the Fee Letters.

Headings are for convenience of reference only and shall not affect the construction of, or be taken into consideration when interpreting, this Commitment Letter. Delivery of an executed counterpart of a signature page to this Commitment Letter and the Fee Letters by facsimile or electronic .pdf shall be effective as delivery of a manually executed counterpart of this Commitment Letter and the Fee Letters. This Commitment Letter and the Fee Letters may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which counterpart shall be an original, but all of which shall together constitute one and the same instrument. The provisions of Section 2, 4, 5, 6, 8, 9 and

this Section 10 shall survive termination of this Commitment Letter, provided that (x) your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance and cooperation to be provided in connection with the syndication thereof and (b) confidentiality of the Fee Letters and the contents thereof) shall automatically terminate and be superseded by the provisions of the Facilities Documentation upon the initial funding thereunder on the Closing Date, and you shall automatically be released from all liability in connection therewith at such time and (y) our obligations under the second paragraph of Section 6 shall terminate upon the earlier to occur of (i) entry into of the Facilities Documentation and (ii) two years after the termination of this Commitment Letter. You may terminate all of the Commitment Party’s commitments (in whole, but not in part) hereunder at any time subject to the provisions of the preceding sentence. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by the parties hereto. This Commitment Letter shall not be assignable by you or us (except to our affiliates on the terms provide above) without our and your prior written consent and any purported assignment without such consent shall be null and void. This Commitment Letter is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and any Indemnified Persons).

BY SIGNING THIS COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT (A) THE COMMITMENT PARTY IS OFFERING TO PROVIDE THE BANK FACILITIES SEPARATE AND APART FROM THE COMMITMENT PARTY’S OFFER TO PROVIDE THE BRIDGE FACILITY AND (B) THE COMMITMENT PARTY IS OFFERING TO PROVIDE THE BRIDGE FACILITY SEPARATE AND APART FROM THE OFFER BY THE COMMITMENT PARTY TO PROVIDE THE BANK FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTERS) WITH RESPECT TO EITHER THE BANK FACILITIES OR THE BRIDGE FACILITY OR BOTH WHICH SUCH ELECTION SHALL BE DEEMED TO BE AN ELECTION TO ACCEPT BOTH THE BANK FACILITIES AND THE BRIDGE FACILITY UPON YOUR EXECUTION OF THIS COMMITMENT LETTER.

[Remainder of page intentionally left blank]

We are pleased to have given the opportunity to assist you in connection with the financing for the Transactions.

	Very truly yours,

	MORGAN STANLEY SENIOR FUNDING, INC.


	By:	/s/ Kevin D. Emerson
		Name: Kevin D. Emerson
		Title: Authorized Signatory

Agreed to and accepted as of
the date first written above:

CF INDUSTRIES HOLDINGS, INC.


By:	/s/ Anthony J. Nocchiero
	Name: Anthony J. Nocchiero
	Title: Senior Vice President and Chief Financial Officer

[Project Composite Commitment Letter]

EXHIBIT A

$1,300,000,000 SENIOR SECURED BANK FACILITIES

SUMMARY OF CERTAIN TERMS AND CONDITIONS

All capitalized terms used herein but not defined shall have the meanings provided in the Commitment Letter.

Borrower:		CF Industries Holdings, Inc. (the “Borrower”); provided that, if agreed between you and MSSF, the Borrower shall instead be CF Industries, Inc. (“CF Industries”), in which case (and notwithstanding anything to the contrary set forth in the Commitment Letter or below in this Exhibit A) (i) Mergersub shall be a wholly owned domestic subsidiary of CF Industries, (ii) CF Industries Holdings, Inc. and each of its existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries (other than CF Industries) shall (subject to the other terms set forth below) be a Guarantor, (iii) the Collateral (subject to the other terms set forth below) shall include 100% of the equity interests of CF Industries and (iv) all mandatory prepayments, representations and warranties, covenants and events of default (subject to the other terms set forth below) shall apply to CF Industries Holdings, Inc. and its subsidiaries.

Bank Lead Arranger, Sole Book-Runner Bank Administrative
Agent:		Morgan Stanley Senior Funding, Inc. (“MSSF,” the “Bank Lead Arranger” or the “Bank Administrative Agent”).

Collateral Agent:		Morgan Stanley & Co. Incorporated.

Bank Lenders:		MSSF and a syndicate of financial institutions and institutional lenders arranged by the Bank Lead Arranger in consultation with the Borrower (the “Bank Lenders”).

Guarantors:		All obligations under the Bank Facilities and under any interest rate protection or other hedging arrangements entered into with the Bank Administrative Agent, any Bank Lender, or any affiliates of the foregoing shall be fully and unconditionally guaranteed by, subject to certain exceptions to be agreed, each of the Borrower’s existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries (collectively, the “Guarantors”).

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Bank Facilities:		(A) A tranche B term loan facility (the “Term Loan Facility”) in an aggregate principal amount of up to $1,000,000,000, which shall be issued at 98% of par (which discount to par reflected in the issuance price may, at the sole election of the Bank Lead Arranger, be taken in the form of an additional upfront fee paid on the Closing Date).

		(B) A revolving credit facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Bank Facilities”) in an aggregate principal amount of $300,000,000, which shall be issued at 98% of par (which discount to par, however, will be taken in the form of an additional upfront fee to be paid to each Bank Lender participating in the Revolving Facility (on a pro rata basis based upon each such Bank Lender’s commitment in respect of the Revolving Facility) on the Closing Date) and of which (i) an amount to be mutually agreed will be available for the issuance of letters of credit (“Letters of Credit”) and (ii) an amount to be mutually agreed will be available as a swingline subfacility (the “Swingline Facility”).

		Letters of Credit issued under the Revolving Facility will be issued by one or more Bank Lenders acceptable to the Borrower and the Bank Administrative Agent (the “Issuing Bank”). Each Letter of Credit shall expire not later than the earlier of (i) twelve months after the original date of issuance and (ii) the fifth business day prior to the Revolving Maturity Date (as defined below); provided that any Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (ii) above).

		Letters of Credit may be issued on the Closing Date to replace or provide credit support for any existing letters of credit (including by “grandfathering” such existing letters of credit into the Revolving Facility), in the ordinary course of business and otherwise within the sublimit for availability of loans under the Revolving Facility on the Closing Date.

		Drawings under any Letter of Credit shall be reimbursed by the Borrower within one business day. The Bank Lenders under the Revolving Facility will be irrevocably and unconditionally obligated to acquire participations in each Letter of Credit, pro rata in accordance with their

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		commitments under the Revolving Facility, and to fund such participations in the event the Borrower does not reimburse an Issuing Bank for drawings within one business day.

		Except for purposes of calculating the commitment fee described below, any swingline borrowings will reduce availability under the Revolving Facility on a dollar-for-dollar basis.

Maturity and Amortization:		Term Loan Facility: The Term Loan Facility shall mature on the 5th anniversary of the Closing Date (the “Term Loan Maturity Date”). The loans under the Term Loan Facility (the “Term Loans”) will amortize in equal quarterly installments, beginning at the Borrower’s fiscal quarter ending June 30, 2010, in an aggregate annual amount equal to 1% of its original principal amount, with the balance payable on the Term Loan Maturity Date.

		Revolving Facility: The Revolving Facility shall mature on the 5th anniversary of the Closing Date (the “Revolving Maturity Date”). There shall be no amortization in respect of loans under the Revolving Facility (the “Revolving Loans”; each of the Terms Loans and the Revolving Loans, a “Bank Loan” and collectively, the “Bank Loans”).

Purpose and Availability:		Term Loan Facility: Upon satisfaction or waiver of the conditions precedent to drawing specified in the Commitment Letter and in the Conditions Term Sheet, the full amount of the Term Loan Facility shall be available in a single borrowing on the Closing Date and shall be utilized (a) to finance the Acquisition and the Refinancing and (b) to pay fees and expenses incurred in connection with the Transactions. Once repaid, no amount of Term Loans may be reborrowed.

		Revolving Facility: Upon satisfaction or waiver of the conditions precedent to drawing to be specified in the Commitment Letter and in the Conditions Term Sheet, the Revolving Loans shall be available on or after the Closing Date and shall be utilized solely for the Borrower’s and its subsidiaries’ working capital requirements and other general corporate purposes. Not more than $25,000,000 of the Revolving Facility may be drawn on the Closing Date; provided that any Revolving Loans drawn on the Closing Date shall only be subject to the conditions precedent set forth in the Commitment Letter and in the Conditions Term

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	Sheet with respect to amounts drawn on the Closing Date. Revolving Loans may be borrowed, repaid and reborrowed.

Collateral:	The Bank Facilities, interest rate protection and other hedging arrangements entered into with the Bank Administrative Agent, any Bank Lender, or any affiliates of the foregoing, and the Senior Secured Notes or the Bridge Loans, as applicable, will, subject to the Intercreditor Agreement (as defined below), be secured by a valid and perfected first priority lien and security interest in all of the following, whether owned on the Closing Date or thereafter acquired (collectively, the “Collateral”):

	(a)	All equity interests of (or other ownership interests in) entities owned by the Borrower and the Guarantors, and all intercompany debt held by the Borrower and the Guarantors except, in the case of the pledge of any equity interests of any entity that is a controlled foreign corporation under Section 957 of the Internal Revenue Code (a “CFC”) of the Borrower and the Guarantors, such pledge shall be limited to 66% of the voting equity interests and 100% of the non-voting equity interests of such CFC, and subject to certain other exceptions to be agreed;

	(b)	All present and future tangible and intangible assets of the Borrower and the Guarantors including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, owned real property, fixtures, deposit accounts, general intangibles, debt, license rights, intellectual property, chattel paper, insurance policies, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds, investment property and cash, wherever located, subject to exceptions and thresholds to be agreed; and

	(c)	All proceeds and products of the property and assets described in clauses (a) and (b) above.

	All the above-described pledges, security interests and mortgages shall be created on terms and pursuant to documentation reasonably satisfactory to the Bank Administrative Agent, and none of the Collateral shall be subject to any other pledges, security interests or mortgages, subject to exceptions to be agreed upon. Assets

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		may be excluded from the Collateral in circumstances to be agreed and in circumstances where (x) the Bank Administrative Agent, in its reasonable discretion, determines that the cost of obtaining a security interest in such assets is excessive in relation to the value afforded thereby or (y) the inclusion of such asset is not permitted by law, regulation or contract (after giving effect to the applicable provisions of the Uniform Commercial Code) and excluding proceeds and receivables thereof, or would result in material and adverse tax consequences.

Intercreditor Matters:		The priority of the security interests in the Collateral and related creditors rights among the Bank Lenders and the holders of the Senior Secured Notes or the Bridge Lenders, as applicable, will be set forth in an intercreditor agreement (the “Intercreditor Agreement”) acceptable to the Bank Administrative Agent, the Bank Lenders, the Bridge Administrative Agent and the Bridge Lenders or the underwriter of the Senior Secured Notes, as applicable.

Interest:		At the Borrower’s option, the Bank Loans will bear interest based on the Base Rate or LIBOR (in each case, as defined below), except that all swingline borrowings will accrue interest based only at the Base Rate:

		A. Base Rate Option

		Interest will be at the Base Rate plus the applicable Interest Margin (as described below), calculated on the basis of the actual number of days elapsed in a year of 365 days and payable quarterly in arrears. “Base Rate” shall mean, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%, (ii) the rate that the Bank Administrative Agent announces from time to time as its prime or base commercial lending rate, as in effect from time to time and (iii) LIBOR for an interest period of one-month beginning on such day plus 1%; provided that the Base Rate shall be deemed to be not less than 3.25% per annum.

		Base Rate borrowings will be in minimum amounts to be agreed upon and (other than swingline borrowings) will require one business day’s prior notice.

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		B. LIBOR Option

		Interest will be determined for periods to be selected by the Borrower (“Interest Periods”) of one, two, three or six months (or nine or twelve months if agreed to by all relevant Lenders) and will be at an annual rate equal to the London Interbank Offered Rate (“LIBOR”) for the corresponding deposits of U.S. dollars, plus the applicable Interest Margin; provided that (i) prior to the completion of primary syndication of each of the Facilities (as determined by Bank Administrative Agent and notified to the Borrower, but which shall in any event be completed upon the satisfaction of the Minimum Hold Condition (as defined in the applicable Fee Letter)), the interest period shall be one month and (ii) LIBOR shall be deemed to be not less than 2.25% per annum. LIBOR will be determined by reference to the rate appearing on Reuters Screen Libor 01 for the applicable interest period (or on any successor or substitute page of such screen, or any successor to or substitute for such screen, providing rate quotations comparable to those currently provided on such page of such screen, as determined by the Bank Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market). Interest will be paid at the end of each Interest Period or, in the case of Interest Periods longer than three months, quarterly, and will be calculated on the basis of the actual number of days elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory reserve requirements (if any).

		LIBOR borrowings will require three business days’ prior notice and will be in minimum amounts to be agreed upon.

		C. Interest Margins

		The applicable Interest Margin will be the basis points set forth in the following table.

	Base Rate		LIBOR
	Loans		Loans

Term Loan Facility	2.75	%	3.75	%

Revolving Facility	2.75	%	3.75	%

Default Interest:

Overdue principal, interest and other amounts shall bear interest at 2% per annum above the rate otherwise

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		applicable thereto in accordance with the “Interest” section above or, in the event that there is no applicable rate, 2% per annum above the rate otherwise applicable to Base Rate Loans under the Revolving Credit Facility.

Unused Commitment Fees:		3/4 of 1% per annum on the unused amount of the commitments under the Revolving Facility (calculated on an actual/360-day basis and without regard to Swingline borrowings), payable (i) quarterly in arrears and (ii) on the date of termination or expiration of the commitments.

Letter of Credit Fees:		The Borrower shall pay (calculated on an actual/360-day basis) (a) to the Issuing Bank for its own account a fronting fee equal to 0.125% per annum on the aggregate face amount of each Letter of Credit issued and (b) to the Bank Lenders under the Revolving Facility a participation fee equal to the applicable Interest Margin for LIBOR Revolving Loans on the aggregate undrawn amount of each such Letter of Credit. Other customary administrative, issuance, amendment and other charges shall be payable to the Issuing Bank for its own account.

Optional Prepayments and Commitment Reductions:		The Borrower may prepay, in whole or in part, the Bank Facilities, together with any accrued and unpaid interest, with prior notice but without premium or penalty (other than any breakage or redeployment costs) and in minimum amounts to be agreed. Voluntary reductions to the unutilized commitments of the Revolving Facility may be made from time to time by the Borrower without premium or penalty.

Mandatory Prepayments:		Subject to exceptions and thresholds to be agreed, the Bank Facilities shall be prepaid in an amount equal to: (a) 100% of the net cash proceeds from any non-ordinary course sale or other disposition of all or any part of the assets (including as a result of casualty or condemnation) of the Borrower or any of its subsidiaries after the Closing Date and other than amounts reinvested in assets to be used in the Borrower’s business within 18 months of such disposition, (b) 100% of the net cash proceeds received by the Borrower or any of its subsidiaries from the issuance of debt or disqualified preferred stock (to be defined) after the Closing Date (other than indebtedness permitted by the Bank Facilities) and (c) 50% of excess cash flow (to be defined) of the Borrower and its subsidiaries (to be defined in a manner to be agreed), subject to stepdowns based on

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		leverage ratios to be agreed. Mandatory prepayments shall be applied first to the Term Loans and, after the Term Loans have been prepaid in full, to the Revolving Facility (without any corresponding reduction of commitments thereunder).

Application of Prepayments:		Prepayments of Term Loans will be applied to the scheduled amortization payments thereof (i) in the case of optional prepayments, as directed by Borrower and (ii) in the case of mandatory prepayments, on a pro rata basis.

Conditions Precedent to Initial Funding:		Conditions precedent to initial borrowings under the Bank Facilities shall be limited to those set forth in the second paragraph of Section 1 of the Commitment Letter and in Exhibit C to the Commitment Letter and the accuracy of the Merger Agreement Representations and the Specified Representations.

Conditions Precedent to All Other Extensions of Credit:		Conditions precedent to each borrowing under the Bank Facilities after the initial borrowings thereunder shall be limited to the following: (a) delivery to the Bank Administrative Agent of a notice of borrowing or letter of credit request; (b) the absence of any default or event of default at the time of, and immediately after giving effect to, such borrowing; (c) the accuracy in all material respects of the representations and warranties of the Borrower, each of the Guarantors and each of their respective subsidiaries at the time of, and immediately after giving effect to, such borrowings; and (d) with respect to each Bank Lender, there being no legal bar to such Bank Lender making the loan or issuance.

Representations and Warranties:		The following representations and warranties shall be applicable to the Borrower and its subsidiaries (subject to, where appropriate, thresholds, materiality and/or exceptions to be negotiated and reflected in the Bank Documentation): corporate existence; corporate power and authority; non-contravention and enforceability of the Bank Documentation; no conflicts with law, charter documents or contractual obligations; accuracy and completeness of financial and other information (including pro forma financial information and projections); no Material Adverse Change (to be defined in a manner to be agreed for the purposes of representations and warranties made after the

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		initial borrowing of loans on the Closing Date); compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; accuracy and completeness of disclosure; ownership of property; intellectual property; Patriot Act and anti-terrorism law compliance; subsidiaries; no material litigation; inapplicability of the Investment Company Act of 1940; solvency; payment of taxes and other obligations; no default or event of default; employment and labor relations; maintenance of insurance; and validity, priority and perfection of the liens on and security interest in the Collateral.

Affirmative Covenants:		The following affirmative covenants shall be applicable to the Borrower and its subsidiaries (subject to, where appropriate, thresholds, materiality and/or exceptions to be negotiated and reflected in the Bank Documentation): delivery of certified quarterly and audited annual financial statements (including related management and discussion analysis), accountants’ letters, reports to shareholders, notices of defaults, litigation and other material events, budgets and compliance certificates; compliance with applicable laws and regulations, including ERISA, environmental laws and Federal Reserve regulations; payment of taxes and other obligations; maintenance of appropriate and adequate insurance; use of proceeds; corporate separateness; preservation of corporate existence, rights (charter and statutory), permits, licenses and approvals; visitation and inspection rights; keeping of proper books and records; maintenance of properties; agreement to hold annual meetings of Bank Lenders; further assurances (including, without limitation, with respect to security interests in after-acquired property); commercially reasonable efforts to maintain public corporate credit/family ratings of the Borrower and ratings of the Bank Facilities from Moody’s and S&P (but not to maintain a specific rating); obtaining interest rate protection on a percentage to be agreed of the aggregate funded indebtedness of the Borrower and its subsidiaries for a period of time to be agreed and in form and with parties acceptable to the Bank Lenders, in each case on terms reasonably satisfactory to the Bank Administrative Agent.

Negative Covenants:		The following negative covenants shall be applicable to the Borrower and its subsidiaries (subject to, where

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		appropriate, thresholds, materiality and/or exceptions to be negotiated and reflected in the Bank Documentation):

		1. Limitations on liens and further negative pledges.

		2. Limitations on sale-leaseback transactions.

		3. Limitations on debt (including, without limitation, guaranties and other contingent obligations, and including the subordination of intercompany indebtedness on terms reasonably satisfactory to the Bank Administrative Agent) and any prepayment, redemption or repurchase of certain debt.

		4. Limitations on mergers, consolidations and acquisitions.

		5. Limitations on sales, transfers and other dispositions of assets (including, without limitation, capital stock of subsidiaries of the Borrower).

		6. Limitations on loans and other investments (including joint ventures and partnerships); provided that investments using the proceeds of Revolving Loans in an amount to be determined (not to exceed $50,000,000) shall be permitted to be made by the Borrower and its subsidiaries in Terra Nitrogen to satisfy its interim working capital needs until such time as Terra Nitrogen establishes a separate working capital facility.

		7. Limitations on dividends and other distributions, stock repurchases and redemptions and other restricted payments.

		8. Limitations on creating new subsidiaries or becoming a general partner in any partnership.

		9. Limitations on capital expenditures.

		10. Limitations on restrictions affecting subsidiaries.

		11. Limitations on transactions with affiliates.

		12. Limitations on issuances of disqualified preferred stock (to be defined).

		13. Limitations on change in (i) the nature of their business, (ii) accounting policies and (iii) fiscal periods.

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		14. No modification or waiver of charter documents of the Borrower and its subsidiaries or certain other material debt in a manner materially adverse to the Bank Lenders.

Financial Covenants:		The following financial covenants shall be applicable to the Borrower and its subsidiaries (in each case, with relevant terms to be defined and mutually agreed upon):

		· maintenance of a minimum interest coverage ratio (EBITDA to interest expense); and
		· maintenance of a maximum leverage ratio (debt to EBITDA).

Events of Default:		The following events of default shall be applicable to the Borrower and its subsidiaries: failure to pay principal when due or interest or other amounts within a specified grace period (to be determined) after the same becomes due; breach of representations, warranties or covenants (with grace periods to be agreed in the case of covenants); cross-default and cross-acceleration (with thresholds to be agreed); bankruptcy and insolvency events; judgment defaults (with threshold to be agreed); actual or asserted invalidity or impairment of Bank Documentation, Collateral, guarantees or subordination provisions (of subordinated debt); change of control; and customary ERISA defaults.

Expenses and Indemnity:		The Borrower shall pay or reimburse all reasonable and documented out-of-pocket costs and expenses incurred by MSSF in connection with the syndication of the Bank Facilities and with the preparation, negotiation, execution and delivery of the Bank Documentation and any security arrangements in connection therewith, including without limitation, the reasonable fees and disbursements of one counsel and if necessary one local counsel and one regulatory counsel in any applicable jurisdiction. The Borrower further agrees to pay all documented out-of-pocket costs and expenses of the Bank Administrative Agent, the Collateral Agent and the Issuing Bank and their respective affiliates (including, without limitation, reasonable fees and disbursements of one counsel, taken as a whole (and, in the case of conflict of interest, one additional counsel to the affected indemnified persons taken as a whole) and one local counsel and one regulatory counsel in any applicable jurisdiction and consultants) incurred in connection with the administration, amendment, waiver or modification (including amendments, waivers or

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		modifications) of the Bank Documentation, and of the Bank Administrative Agent, the Collateral Agent, the Issuing Bank and the Bank Lenders arising out of the enforcement of any of its rights and remedies under, the Bank Documentation.

		The Borrower will indemnify the Bank Lenders, the Commitment Party, the Bank Lead Arranger, the Bank Administrative Agent, the Collateral Agent and the Issuing Bank and their respective affiliates, and hold them harmless from and against all reasonable out-of-pocket costs, expenses (including but not limited to reasonable legal fees and expenses) and liabilities arising out of or relating to the Transactions and any actual or proposed use of the proceeds of any loans made under the Bank Facilities; provided, however, that no such person will be indemnified for costs, expenses or liabilities to the extent determined by a final, non-appealable judgment of a court of competent jurisdiction to have been incurred solely from the bad faith, gross negligence or willful misconduct of such person.

Waivers and Amendments:		Amendments and waivers of the provisions of the Bank Documentation shall require the approval of the Borrower and the Bank Lenders holding not less than a majority of the aggregate principal amount of the loans and commitments under the Bank Facilities; provided that (a) the consent of each affected Bank Lender shall be required with respect to (i) increases in the commitment of such Bank Lender; (ii) reductions of principal, interest or fees of such Bank Lender and; (iii) extensions of scheduled amortization or the final maturity date of the loans or commitments of such Bank Lender; (b) the consent of all of the Bank Lenders shall be required with respect to (i) modification of the voting percentages (or any of the applicable definitions related thereto) (other than in connection with the addition of additional tranches under the Bank Facilities) and (ii) releases of all or substantially all of the Collateral or the guarantees, and (c) consent of the Bank Lenders holding not less than a majority of any class of loans under the Bank Facilities shall be require with respect to any amendment or waiver that by its terms adversely affects the rights of such class in respect of payments or Collateral in a manner different than such amendment or waiver affects another class.

		The Bank Documentation shall contain customary provisions relating to “defaulting” Bank Lenders (including

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		provisions relating to providing cash collateral to support swingline loans or letters of credit, the suspension of voting rights, rights to receive certain fees, and the termination or assignment of commitments or Bank Loans of such Bank Lenders).

Assignments and Participations:		Each Bank Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under one or more of the Bank Facilities. Assignments will require payment of an administrative fee to the Bank Administrative Agent by the assignor or the assignee and the consents of the Bank Administrative Agent and, in the case of an assignment of commitments in respect of the Revolving Facility, the Borrower; provided that no consent of the Borrower shall be required (i) for an assignment to an existing Bank Lender or an affiliate of an existing Bank Lender and (ii) during a payment default, event of default or prior to the completion of the primary syndication of the Bank Facilities of commitments and loans of the Commitment Party (as determined by the Bank Lead Arranger). In addition, each Bank Lender may sell participations in all or a portion of its loans and commitments under one or more of the Bank Facilities; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Bank Lender to exercise voting rights in respect of the Bank Facilities (except as to certain unanimous issues).

		In addition, the Bank Documentation shall provide that so long as no default or event of default is continuing, Term Loans may be purchased by and assigned to the Borrower or any of its subsidiaries on a non-pro rata basis through (a) open market purchases and/or (b) Dutch auctions to all Bank Lenders on a pro rata basis in accordance with procedures to be agreed; provided that (w) in connection with any Dutch auction, the Borrower or its subsidiary, as applicable, shall make a representation that is it not in possession of material non-public information, (x) any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by the Borrower or any of its subsidiaries, (y) the Borrower and its subsidiaries shall not be permitted to use the proceeds of the Revolving Facility to acquire Term Loans and (z) at the time of any such acquisition of Term Loans, the Borrower and its subsidiaries shall have liquidity (to be set forth in the Bank Documentation as the aggregate amount of unrestricted cash and cash equivalents on hand and

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		undrawn commitments under the Revolving Facility then in effect) in excess of an amount to be determined, calculated on a pro forma basis.

Excluded Subsidiaries, RCRA:		Notwithstanding anything in the Commitment Letter or any other related document to the contrary, (i) none of the Borrower’s Peru subsidiaries, Terra Nitrogen, Canadian Fertilizers Limited or any project finance subsidiaries (collectively, the “Excluded Subsidiaries”) shall be guarantors or shall pledge any Collateral under the Bank Facilities, (ii) none of the equity interests of such Excluded Subsidiaries shall be pledged as Collateral under the Bank Facilities, (iii) the Borrower or any subsidiary of the Borrower which owns any of the equity interests of any Excluded Subsidiaries shall be permitted to pledge such equity interests in connection with indebtedness incurred by any such Excluded Subsidiary, (iv) the representations and covenants set forth in the Bank Facilities shall not be applicable to the Excluded Subsidiaries, (v) the Borrower and its subsidiaries shall be permitted to make investments and loans to the Excluded Subsidiaries to the extent necessary for such Excluded Subsidiaries to operate their businesses consistent with past practice, (vi) the Borrower and its subsidiaries shall otherwise be able to treat such Excluded Subsidiaries and enter into transactions with such Exclude Subsidiaries in a manner consistent with past practices and (vii) the Borrower will be permitted to (I) invest in, and enter into take or pay obligations with, the Borrower’s Peru subsidiaries, (II) enter into completion or performance guaranties of, or support agreements in respect of, the obligations (not consisting of borrowed money) of the Borrower’s Peru subsidiaries, and (III) sell all or a part of, or terminate and otherwise deal with, its investment in its Peru subsidiaries, in each of immediately preceding clauses (I) through (III), as previously described to the Lead Arrangers. For the avoidance of doubt, the Excluded Subsidiaries shall be included as subsidiaries for purposes of calculations of financial covenants and definitions.

		Notwithstanding anything in the Commitment Letter or any other related document to the contrary, the Borrower and its subsidiaries shall not be prohibited, pursuant to the terms of the Bank Documentation, from meeting their obligations under the Resource Conservation and Recovery Act (“RCRA”) and/or under the Florida Resource Recovery and Management Act and any consent decree entered into

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		or to be entered into with the United States and/or the State of Florida pursuant thereto or in connection therewith.

Yield Protection, Taxes and Other Deductions:		The Bank Documentation will contain customary provisions for facilities of this kind, including, without limitation, in respect of breakage and redeployment costs, increased costs, funding losses, capital adequacy, illegality and requirements of law. All payments shall be free and clear of any present or future taxes, withholdings or other deductions whatsoever (other than customary exceptions to be agreed).

Governing Law:		The State of New York, except as to real estate and certain other collateral documents required to be governed by local law. Each party to the Bank Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Counsel to the Bank Lead Arranger and Bank Administrative Agent:		White & Case LLP.

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EXHIBIT B

$1,300,000,000 SENIOR SECURED BRIDGE FACILITY
SUMMARY OF TERMS AND CONDITIONS

Borrower:		CF Industries Holdings, Inc. (the “Borrower”); provided that, if agreed between you and MSSF, the Borrower shall instead be CF Industries, Inc. (“CF Industries”), in which case (and notwithstanding anything to the contrary set forth in the Commitment Letter or below in this Exhibit B) (i) Mergersub shall be a wholly owned domestic subsidiary of CF Industries, (ii) CF Industries Holdings, Inc. and each of its existing and subsequently acquired or organized direct and indirect wholly-owned domestic subsidiaries (other than CF Industries) shall (subject to the other terms set forth below) be a Guarantor, (iii) the Collateral (subject to the other terms set forth below) shall include 100% of the equity interests of CF Industries and (iv) all mandatory prepayments, representations and warranties, covenants and events of default (subject to the other terms set forth below) shall apply to CF Industries Holdings, Inc. and its subsidiaries.

Bridge Lead Arranger; Sole Book Runner and Bridge Administrative Agent:		Morgan Stanley Senior Funding, Inc. (“MSSF,” the “Bridge Lead Arranger” or the “Bridge Administrative Agent”).

Bridge Lenders:		MSSF and a syndicate of financial institutions and institutional lenders arranged by the Bridge Lead Arranger in consultation with the Borrower.

Ranking:		The Loans under the Bridge Facility will rank senior to all subordinated indebtedness of the Borrower and will rank pari passu to all senior indebtedness of the Borrower, including the Bank Facilities.

Guarantors:		The Bridge Facility will be guaranteed by each of the Borrower’s wholly-owned domestic direct and indirect subsidiaries that from time to time guarantee the Bank Facilities. The guarantees will rank senior to all

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		subordinated indebtedness of the Guarantors and will rank pari passu to all other senior indebtedness of the Guarantors, including the Guarantors’ guarantee of the Borrower’s obligations under the Bank Facilities.

Bridge Facility:		A senior secured increasing rate bridge facility in an aggregate principal amount of up to $1,200,000,000 (the “Bridge Facility”).

Purpose and Availability:		Upon satisfaction or waiver of the conditions precedent specified in the Commitment Letter and the Conditions Term Sheet, the full amount of the Bridge Facility will be available in a single borrowing on the Closing Date and, together with the borrowings under the Bank Facilities, shall be utilized (a) to finance the Acquisition and the Transactions and (b) to pay fees and expenses in connection with the Transactions. The loans made under the Bridge Facility on the Closing Date are herein referred to as the “Initial Bridge Loans.” Once repaid, no amount of Initial Bridge Loans may be reborrowed.

Collateral:		The Bridge Facility will, subject to the Intercreditor Agreement, be secured by a valid and perfected first priority lien and security interest in all of the Collateral as defined in the Bank Term Sheet.

Intercreditor Matters:		The priority of the security interests in the Collateral and related creditors rights will be set forth in an intercreditor agreement (the “Intercreditor Agreement”) acceptable to the Bank Administrative Agent, the Bank Lenders, the Bridge Administrative Agent and the Bridge Lenders.

Conversion to Extended Term Loans:		If any Initial Bridge Loan has not been repaid in full on or prior to the first anniversary of the Closing Date (the “Rollover Date”) and unless (i) the Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding, or (ii) there exists a matured default with respect to the Initial Bridge Loans, the Initial Bridge Loans shall automatically be converted into term loans (each, an “Extended Term Loan” and, together with the Initial Bridge Loans, the “Senior Loans”) maturing on the seventh anniversary of the Closing Date (the “Bridge Final Maturity Date”), subject to the Bridge Lenders’ rights to convert Initial Bridge Loans into Senior Exchange

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Notes as set forth below. Any Initial Bridge Loan not converted into an Extended Term Loan on the Rollover Date shall mature on the Rollover Date.

Exchange into Senior Exchange Notes:

Each Bridge Lender of an Initial Bridge Loan or Extended Term Loan that is (or will immediately transfer its Senior Exchange Notes to) an Eligible Holder (as defined in Annex I) will have the option, subject to the following two sentences, at any time on or after the Rollover Date, to receive notes (the “Senior Exchange Notes”) in exchange for such Initial Bridge Loans or Extended Term Loans having the terms set forth in the term sheet attached hereto as Annex I. If Bridge Lenders holding at least $50,000,000 of Initial Bridge Loans or Extended Term Loans (“Initial Requesting Bridge Lenders”) submit to the Borrower a written request to exchange Initial Bridge Loans or Extended Term Loans for Senior Exchange Notes (a “Requesting Bridge Lender Request”), the Borrower shall notify the other Bridge Lenders of such Requesting Bridge Lender Request and of such other Bridge Lenders’ opportunity to join in such Requesting Bridge Lender Request by responding to the Borrower’s notice and (i) deliver to the Initial Requesting Bridge Lenders and any other Bridge Lenders that provide such a response within 10 business days after such notice (such Bridge Lenders, collectively, including the Initial Requesting Bridge Lenders, the “Requesting Bridge Lenders”) an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield securities covering the resale of such Senior Exchange Notes by such Bridge Lenders, in such form and substance as is reasonably acceptable to the Borrower and the Requesting Bridge Lenders, and (subject to customary blackout periods) keep such offering memorandum updated during the first year after the Rollover Date, provided that the Borrower may include information in such offering memorandum by incorporating such information by reference to documents filed with the Securities and Exchange Commission and may update such offering memorandum through “forward” incorporation by reference to the Borrower’s filings with the Securities and Exchange Commission on and after the date of such offering memorandum, and the effect of such incorporation by reference and such updating shall be deemed to be

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		consistent with the manner in which such incorporation by reference and updating would operate pursuant to Rule 412 under the Securities Act of 1933 if the offering memorandum were a registration statement under the Securities Act of 1933, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions), if requested by the Requesting Bridge Lenders, (iii) deliver or cause to be delivered such opinions and accountants’ comfort letters addressed to the Requesting Bridge Lenders and such certificates as the Requesting Bridge Lenders may request as would be customary in Rule 144A offerings and otherwise in form and substance reasonably satisfactory to the Requesting Bridge Lenders and (iv) take such other actions, and cause its advisors, auditors and counsel to take such actions, as are reasonably requested by the Requesting Bridge Lenders in connection with issuances or resales of Senior Exchange Notes, including providing such information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by the Requesting Bridge Lenders and customarily provided in due diligence investigations in connection with purchases of securities by initial purchasers in Rule 144A offerings. The Borrower shall not be required to act on or respond to any Requesting Bridge Lender Request other than the first four such requests received by the Borrower and shall not be required to undertake the actions specified in the immediately-preceding preceding sentence, including clauses (i) through (iv) thereof, with respect to more than four Requesting Bridge Lender Requests in the aggregate.

Interest Rate:		Prior to the Rollover Date, the Initial Bridge Loans will accrue interest at a rate per annum equal to the three-month London Interbank Offered Rate (“LIBOR”) plus the Spread (as defined below). LIBOR will be determined by reference to the rate appearing on Reuters Screen Libor 01 for the applicable interest period (or on any successor or substitute page of such screen, or any successor to or substitute for such screen, providing rate quotations comparable to those currently provided on such page of such screen, as determined by the Bridge Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market). The “Spread” will initially

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		be 500 basis points. If the Initial Bridge Loans are not repaid in full within 30 days following the Closing Date, the Spread will increase by 50 basis points on the first day of the immediately succeeding 30 day period and shall increase by an additional 50 basis points at the beginning of each 30 day period thereafter (but, in any event, not on the Rollover Date). LIBOR will be adjusted for maximum statutory reserve requirements (if any); provided that LIBOR shall be deemed to be not less than 2.5% per annum.

		Interest on the Initial Bridge Loans will be payable in arrears at the end of each three-month period and at the Rollover Date. Interest on the Initial Bridge Loans shall not exceed the Total Cap (as defined in the applicable Fee Letter).

		Extended Term Loans will accrue interest at the Total Cap.

		Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Default Interest:		Upon the occurrence and during the continuance of a payment default, interest will accrue on the overdue amount of any loan or other amount outstanding under the Bridge Facility at a rate of 2.0% per annum plus the rate otherwise applicable to the loans under the Bridge Facility and will be payable in accordance with the provisions set forth in the “Interest Rate” section above; provided that after the Rollover Date, the Initial Bridge Loans (i.e., if the conditions to conversion into Extended Term Loans are not satisfied) will accrue interest at a rate of 2.0% per annum in excess of the Total Cap.

Mandatory Prepayment:		Subject to the Intercreditor Agreement and subject to exceptions and thresholds to be agreed, the Borrower will be required to prepay Initial Bridge Loans and Extended Term Loans, on a pro rata basis, at par plus accrued and unpaid interest, in an amount equal to (a) 100% of the net cash proceeds received from any non-ordinary course sale or other disposition of assets (including as a result of casualty or condemnation) of the Borrower or any of its subsidiaries after the Closing Date and other than amounts reinvested in assets to be used in the Borrower’s business within 18 months of such disposition, (b) 100% of the net

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		cash proceeds received by the Borrower or any of its subsidiaries from the issuance of debt or disqualified preferred stock (to be defined) after the Closing Date, other than exceptions to be agreed and (d) 100% of the net cash proceeds received from the issuance of equity by or equity contributions to the Borrower after the Closing Date.

Optional Prepayments:		The Initial Bridge Loans and the Extended Term Loans may be prepaid without premium or penalty, in whole or in part, at the option of the Borrower, at any time with prior notice, at par plus accrued and unpaid interest and breakage costs.

Conditions Precedent to Funding:		Conditions precedent to the borrowings under the Bridge Facility shall be those set forth in the second paragraph of Section 1 of the Commitment Letter and in Exhibit C to the Commitment Letter and the accuracy of the Merger Agreement Representations and the Specified Representations.

Representations and Warranties:		Substantially the same as the Bank Facilities, with such changes as are necessary or appropriate for the Bridge Facility.

Affirmative and Negative Covenants:		Substantially the same as the Bank Facilities, with such changes as are necessary or appropriate for the Bridge Facility, as well as compliance with the obligation to cause the Take-out Financing (as defined in the Fee Letter) to be consummated promptly following issuance of the Take-out Financing and to pay the Bridge Conversion Fee on the Rollover Date.

Financial Covenants:		Substantially the same as the Bank Facilities, with such set-backs as are necessary or appropriate for the Bridge Facility.

Events of Default:		The following events of default shall be applicable to the Borrower and its subsidiaries: failure to pay principal when due or interest or other amounts within a specified grace period (to be determined) after the same becomes due; breach of representations, warranties or covenants (with grace periods to be agreed in the case of covenants); cross-default and cross-acceleration (with thresholds to be agreed); bankruptcy and insolvency events; judgment

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		defaults (with threshold to be agreed); actual or asserted invalidity or impairment of Bridge Documentation, guarantees, Collateral or subordination provisions (of subordinated debt); change of control; standard ERISA defaults and failure to comply with any obligations following a Demand Notice as set forth in the Fee Letter.

Expenses and Indemnity:		Substantially the same as the Bank Facilities, with such changes as are necessary or appropriate for the Bridge Facility.

Waivers and Amendments:		Substantially the same as the Bank Facilities, with such changes as are necessary or appropriate for the Bridge Facility.

Assignments and Participations:		Each Bridge Lender may assign all or, subject to minimum amounts to be agreed, a portion of its loans and commitments under the Bridge Facility. Assignments will require payment of an administrative fee to the Bridge Administrative Agent by the assignor or the assignee and, except for an assignment to an existing Bridge Lender or an affiliate of an existing Bridge Lender, the consent of the Bridge Administrative Agent. In addition, each Bridge Lender may sell participations in all or a portion of its loans and commitments under the Bridge Facility; provided that no purchaser of a participation shall have the right to exercise or to cause the selling Bridge Lender to exercise voting rights in respect of the Bridge Facility (except as to certain unanimous issues).

		If an Initial Bridge Lender makes an assignment of Initial Loans at a price less than par, the assignment agreement may provide that, upon any repayment or prepayment of such Initial Bridge Loans with the proceeds of an issuance of securities of the Borrower or any of its subsidiaries in which the Initial Bridge Lender or an affiliate thereof acted as underwriter or initial purchaser (a “Senior Applicable Offering”), (i) the Borrower shall pay the holder of such Initial Bridge Loans the price set forth in the assignment agreement as the price (which may be the price at which such Initial Bridge Lender assigned such Initial Bridge Loans but in any event may not be greater than par) at which the holder of such Initial Bridge Loans will be repaid by the Borrower with the proceeds of a Senior Applicable Offering (the “Senior Agreed Price”) and (ii) the

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		Borrower shall pay such Initial Bridge Lender the difference between par and the Senior Agreed Price. Such payments by the Borrower shall be in full satisfaction of such Initial Bridge Loans in the case of a repayment or prepayment with proceeds of a Senior Applicable Offering. For the avoidance of doubt, the provisions of this paragraph do not apply to any repayments or prepayments other than with proceeds of a Senior Applicable Offering.

Excluded Subsidiaries, RCRA:		Notwithstanding anything in the Commitment Letter or any other related document to the contrary, (i) none of the Borrower’s Peru subsidiaries, Terra Nitrogen, Canadian Fertilizers Limited or any project finance subsidiaries (collectively, the “Excluded Subsidiaries”) shall be guarantors or shall pledge any Collateral under the Bridge Facility, (ii) none of the equity interests of such Excluded Subsidiaries shall be pledged as Collateral under the Bridge Facility, (iii) the Borrower or any subsidiary of the Borrower which owns any of the equity interests of any Excluded Subsidiaries shall be permitted to pledge such equity interests in connection with indebtedness incurred by any such Excluded Subsidiary, (iv) the representations and covenants set forth in the Bridge Facility shall not be applicable to the Excluded Subsidiaries, (v) the Borrower and its subsidiaries shall be permitted to make investments and loans to the Excluded Subsidiaries to the extent necessary for such Excluded Subsidiaries to operate their businesses consistent with past practice, (vi) the Borrower and its subsidiaries shall otherwise be able to treat such Excluded Subsidiaries and enter into transactions with such Exclude Subsidiaries in a manner consistent with past practices and (vii) the Borrower will be permitted to (I) invest in, and enter into take or pay obligations with, the Borrower’s Peru subsidiaries, (II) enter into completion or performance guaranties of, or support agreements in respect of, the obligations (not consisting of borrowed money) of the Borrower’s Peru subsidiaries, and (III) sell all or a part of, or terminate and otherwise deal with, its investment in its Peru subsidiaries, in each of immediately preceding clauses (I) through (III), as previously described to the Lead Arrangers. For the avoidance of doubt, the Excluded Subsidiaries shall be included as subsidiaries for purposes of calculations of financial covenants and definitions.

		Notwithstanding anything in the Commitment Letter or any

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		other related document to the contrary, the Borrower and its subsidiaries shall not be prohibited, pursuant to the terms of the Bridge Documentation, from meeting their obligations under the Resource Conservation and Recovery Act (“RCRA”) and/or under the Florida Resource Recovery and Management Act and any consent decree entered into or to be entered into with the United States and/or the State of Florida pursuant thereto or in connection therewith.

Yield Protection, Taxes and Other Deductions:		Substantially the same as the Bank Facilities, with such changes as are necessary or appropriate for the Bridge Facility.

Governing Law:		The State of New York. Each party to the Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

Counsel to the Bridge Lead Arranger and Bridge Administrative Agent:		White & Case LLP.

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ANNEX I

SENIOR EXCHANGE NOTES
SUMMARY OF TERMS AND CONDITIONS

Issuer:		The Borrower will issue Senior Exchange Notes under an indenture which complies with the Trust Indenture Act (the “Senior Indenture”). The Borrower in its capacity as issuer of the Senior Exchange Notes is referred to as the “Issuer.”

Guarantors:		Same as Bridge Loans.

Principal Amount:		The Senior Exchange Notes will be available only in exchange for (i) the Initial Bridge Loans on the Rollover Date or (ii) the Extended Term Loans at any time. The principal amount of any Senior Exchange Note will equal 100% of the aggregate principal amount of the Initial Bridge Loans or the Extended Term Loans for which it is exchanged.

Maturity:		The Senior Exchange Notes will mature on the Bridge Final Maturity Date.

Interest Rate:		The Senior Exchange Notes will bear interest at a rate equal to the Total Cap. Such interest will be payable semi-annually in arrears.

		Calculation of interest shall be on the basis of the actual number of days elapsed in a year of 360 days comprised of twelve 30 day months.

Default Interest:		In the event of a payment default on the Senior Exchange Notes, interest on the Senior Exchange Notes will accrue at a rate of 2.0% per annum in excess of the rate otherwise applicable to the Senior Exchange Notes, and will be payable in accordance with the provisions described above under the heading “Interest Rate.”

Ranking:		Same as Initial Bridge Loans.

Collateral:		Same as Initial Bridge Loans.

Intercreditor Matters:		Same as Initial Bridge Loans.

Annex 1-1

Mandatory Offer to Purchase:		The Issuer will be required to offer to purchase the Senior Exchange Notes upon a change of control (to be defined in a mutually acceptable manner) at 101% of the principal amount thereof plus accrued and unpaid interest to the date of purchase. Subject to the Intercreditor Agreement (other than amounts reinvested in assets to be used in the Borrower’s business within 18 months of such disposition), the Issuer will also be required to offer to purchase Senior Exchange Notes with specified net cash proceeds of certain non-ordinary course asset sales and recovery events at 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase.

Optional Redemption:		Until the fourth anniversary of the Closing Date, the Senior Exchange Notes will be redeemable at a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable U.S. Treasury securities plus 50 basis points. Thereafter, the Senior Exchange Notes will be redeemable at the option of the Issuer at a premium equal to 50% of the coupon on the Senior Exchange Notes, declining ratably to par on the date which is one year prior to the Bridge Final Maturity Date.

		In addition, Senior Exchange Notes will be redeemable at the option of the Issuer prior to the third anniversary of the Closing Date with the net cash proceeds of qualified equity offerings of the Issuer at a premium equal to the coupon on the Senior Exchange Notes; provided that, after giving effect to any such redemption, at least 65% of the aggregate principal amount of Senior Exchange Notes originally issued shall remain outstanding.

Registration Rights:		Upon the written request (the “Registration Request”) of the holders of Senior Exchange Notes in an aggregate principal amount of at least $25.0 million (the “Requesting Holders”), the Issuer will use commercially reasonable efforts to file within 150 days thereafter, and will use its commercially reasonable efforts to cause to become effective as soon as practicable thereafter, a shelf registration statement providing for the resale of Senior Exchange Notes of those Requesting Holders that have provided the information concerning such Requesting Holders required by applicable rules and regulations of the Securities and Exchange Commission (a “Shelf Registration Statement”) and/or a registration statement relating to an exchange offer with respect to all outstanding Senior Exchange Notes (a “Registered Exchange Offer”)

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		whereby the Issuer will offer registered notes having terms substantially identical to the Senior Exchange Notes (except as set forth below) (the “Substitute Notes”) in exchange for all outstanding Senior Exchange Notes (it being understood that a Shelf Registration Statement is required to be made available in respect of Senior Exchange Notes the holders of which could not receive Substitute Notes through the Registered Exchange Offer that, in the opinion of counsel, would be freely saleable by such holders without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended (other than a prospectus delivery requirement imposed on a broker-dealer who is exchanging Senior Exchange Notes acquired for its own account as a result of market making or other trading activities)).

		If a Shelf Registration Statement is filed, the Issuer will keep such Shelf Registration Statement effective and available (subject to customary exceptions) until it is no longer needed to permit unrestricted resales of Senior Exchange Notes but in no event longer than one year from the issuance of any Senior Exchange Note.

		If, within 270 days following the date on which the Requesting Holders provide the Issuer with a Registration Request (the “Request Date”), a Shelf Registration Statement for the Senior Exchange Notes has not been declared effective or the Issuer has not consummated a Registered Exchange Offer, then the Issuer will pay liquidated damages of 0.25% per annum on the principal amount of Senior Exchange Notes outstanding held by such Requesting Holders who are unable freely to transfer Senior Exchange Notes from and including the 271st day after the Request Date (the “Default Registration Date”) to but excluding the earlier of the effective date of such Shelf Registration Statement or the date of consummation of such Registered Exchange Offer (such damages payable, at the option of the Issuer, in the form of additional Senior Exchange Notes). Such liquidated damages shall increase by 0.25% per annum on the date that is 3 months after the Default Registration Date to a maximum of 0.50% per annum. The Issuer will also pay such liquidated damages for any period of time (subject to customary exceptions) following the effectiveness of a Shelf Registration Statement that such Shelf Registration Statement is not available for resales thereunder.

Annex 1-3

		The documents governing the Senior Exchange Notes and the Substitute Notes will provide that any Substitute Notes will not be secured by the capital stock of any affiliate of CF Industries Holdings, Inc. (“CFH”) to the extent that the granting or existence of such security interest would give rise to any requirement to file separate financial statements for such affiliate with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933 or any successor rule or regulation. The documents governing the Senior Exchange Notes will provide that any pledge of the capital stock of any affiliate of CFH securing Senior Exchange Notes will be automatically released (and will not constitute collateral securing Senior Exchange Notes) to the extent that the granting or existence of such security interest would give rise to any requirement to file separate financial statements for such affiliate with the Securities and Exchange Commission pursuant to Rule 3-16 of Regulation S-X under the Securities Act of 1933 or any successor rule or regulation.

Right to Transfer Exchange Notes:		Each holder of Senior Exchange Notes shall have the right to transfer its Senior Exchange Notes, in whole or in part, in compliance with applicable law to any third parties.

Covenants:		Those typical for an indenture governing a high yield note issue of a new issuer.

Events of Default:		Those typical for an indenture governing a high yield note issue of a new issuer.

Excluded Subsidiaries; RCRA:		Notwithstanding anything in the Commitment Letter or any other related document to the contrary, (i) none of the Borrower’s Peru subsidiaries, Terra Nitrogen, Canadian Fertilizers Limited or any project finance subsidiaries (collectively, the “Excluded Subsidiaries”) shall be guarantors or shall pledge any Collateral under the Senior Indenture or the Senior Exchange Notes, (ii) none of the equity interests of such Excluded Subsidiaries shall be pledged as Collateral under the Senior Indenture or the Senior Exchange Notes, (iii) the Borrower or any subsidiary of the Borrower which owns any of the equity interests of any Excluded Subsidiaries shall be permitted to pledge such equity interests in connection with indebtedness incurred by any such Excluded Subsidiary, (iv) the representations and covenants set forth in the Senior Indenture or the Senior Exchange Notes shall not be

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		applicable to the Excluded Subsidiaries, (v) the Borrower and its subsidiaries shall be permitted to make investments and loans to the Excluded Subsidiaries to the extent necessary for such Excluded Subsidiaries to operate their businesses consistent with past practice, (vi) the Borrower and its subsidiaries shall otherwise be able to treat such Excluded Subsidiaries and enter into transactions with such Exclude Subsidiaries in a manner consistent with past practices and (vii) the Borrower will be permitted to (I) invest in, and enter into take or pay obligations with, the Borrower’s Peru subsidiaries, (II) enter into completion or performance guaranties of, or support agreements in respect of, the obligations (not consisting of borrowed money) of the Borrower’s Peru subsidiaries, and (III) sell all or a part of, or terminate and otherwise deal with, its investment in its Peru subsidiaries, in each of immediately preceding clauses (I) through (III), as previously described to the Lead Arrangers. For the avoidance of doubt, the Excluded Subsidiaries shall be included as a subsidiary for purposes of calculations of financial covenants and definitions.

		Notwithstanding anything in the Commitment Letter or any other related document to the contrary, the Borrower and its subsidiaries shall not be prohibited, pursuant to the terms of the Senior Indenture or the other documents governing the Senior Exchange Notes, from meeting their obligations under the Resource Conservation and Recovery Act (“RCRA”) and/or under the Florida Resource Recovery and Management Act and any consent decree entered into or to be entered into with the United States and/or the State of Florida pursuant thereto or in connection therewith.

Governing Law:		The State of New York. Each party to the Bridge Documentation will waive the right to trial by jury and will consent to the exclusive jurisdiction of the state and federal courts located in The Borough of Manhattan, The City of New York.

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EXHIBIT C

CONDITIONS PRECEDENT
$1,300,000,000 MILLION SENIOR SECURED BANK FACILITIES
$1,200,000,000 MILLION SENIOR SECURED BRIDGE FACILITY

Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit C is attached.

1. Conditions Applicable to the Facilities. The commitments of the Lenders in respect of the Facilities and the closing and the initial extensions of credit thereunder will be subject to satisfaction of the conditions precedent set forth in the second paragraph of Section 1 of the Commitment Letter, the conditions precedent set forth in the applicable Term Sheet and the following additional conditions precedent:

(a) Consummation of the Acquisition. The Acquisition, the Refinancing and the other Transactions shall be consummated concurrently with the initial funding of the Facilities in compliance with applicable law and in accordance with the Merger Agreement (which shall be in the same form as the draft merger agreement marked “Working Draft 11/01/09” received by the Lead Arrangers at 6:09 P.M. (New York City time) on November 1, 2009), without any waivers or amendments thereof or any consents thereunder that are materially adverse to the Lenders (including, without limitation, any of the foregoing that results in an increase in the aggregate consideration or the allowance of any additional permitted dividends) unless consented to by the Lead Arrangers. Immediately following the Transactions, neither the Borrower nor any of its subsidiaries shall have any indebtedness or preferred equity other than as described in the audited consolidated financial statements of the Borrower, the Target and their respective subsidiaries filed with the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2008 (without subsequent amendment, supplement, restatement or modification) which is not repaid in connection with the Refinancing (provided that the Target’s senior unsecured notes due 2019 shall be repaid, together with any other indebtedness of the Target and its subsidiaries that would limit or restrict the guaranties or any material portion of the assets to be included in the Collateral from being part of the Collateral, in each case as set forth in the Commitment Letter) or as otherwise permitted pursuant to the terms of the Financing Documentation (as in effect on the Closing Date, immediately after giving effect thereto). The Administrative Agents shall have received satisfactory evidence of repayment of all indebtedness to be repaid on the Closing Date and the discharge (or the making of arrangements for discharge) of all liens other than liens permitted to remain outstanding under the Financing Documentation.

(b) Fees and Expenses. The Borrower shall have complied with all of their obligations under, and the terms of, the Fee Letters. All accrued costs, fees and expenses documented and received by the Borrower prior to the Closing Date (including legal fees and expenses and the fees and expenses of any other advisors) and other compensation

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payable to the Administrative Agent, the Lead Arrangers and the Lenders shall have been paid.

(c) Pro Formas. The Lead Arranger, shall have received pro forma consolidated financial statements of the Borrower and its subsidiaries (including the Target and its subsidiaries) meeting the requirements of Regulation S-X for registration statements (as if such a registration statement for a debt issuance of the Borrower became effective on the Closing Date) on Form S-1 and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least 45 days before the earlier of (x) 45 days after the Merger Agreement Date and (y) 30 calendar days prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period.

(d) Patriot Act. The Borrower and each of the Guarantors shall have provided the documentation and other information to the Lenders that are required by regulatory authorities under the applicable “know-your-customer” rules and regulations, including the Patriot Act.

(e) Collateral. Subject to the last paragraph of Section 1 of the Commitment Letter, the Collateral Agent for each of the Facilities shall have a perfected, first priority security interest in and lien on all assets as set forth in the Bank Term Sheet under the heading “Collateral”, (ii) all filings, recordations and searches necessary or desirable in connection with such liens and security interests shall have been duly made, and (iii) all filings and recording fees and taxes shall have been duly paid.

(f) Miscellaneous Closing Conditions. The Lenders under each Facility shall have received reasonably satisfactory opinions of counsel for the Borrower and the Guarantors and of local counsel, as the case may be, such corporate resolutions, and customary closing certificates (including, but not limited to, a solvency certificate from the Chief Financial Officer of the Borrower, confirming the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions).

2. Additional Bank Facilities Conditions. In addition, the commitments of the Bank Lenders in respect of the Bank Facilities and the closing and the initial extension of credit thereunder will be subject to the satisfaction of the following additional condition precedent: Bridge Facility/Senior Secured Notes. If the Borrower borrows under the Bridge Facility concurrently with the initial borrowings under the Bank Facilities, the Bridge Documentation shall have been executed and delivered, and the Borrower shall have received gross proceeds of not less than $1,200,000,000 (as such amount may be adjusted pursuant to the Fee Letter and the Commitment Letter) either from borrowings thereunder and/or the issuance and sale of the Senior Secured Notes, as the case may be (or such lesser amount determined by the Borrower to be necessary to consummate the Transactions).

3. Additional Bridge Facility Conditions. In addition, commitments of the Bridge Lenders in respect of the Bridge Facility and the closing and funding thereunder will be subject to the satisfaction of the following additional conditions precedent:

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(a) Offering Documentation. The Borrower shall have engaged the investment bank referred to in the Commitment Letter (the “Investment Bank”) to place the loans or debt, equity or equity-linked securities referred to therein the proceeds of which are applied either (a) to finance any portion of the cash needed to consummate the Acquisition and the Refinancing or (b) to refinance the Bridge Facilities (as extended, converted or exchanged) or any other indebtedness or preferred stock incurred, issued or assumed in connection with the Acquisition and the Refinancing, and which may provide for closing into escrow on customary terms prior to the consummation of the Acquisition. Without limitation of the foregoing, the Borrower shall have (i) as soon as practicable, and in no event later than the earlier to occur of (x) 45 days after the Merger Agreement Date and (y) 30 calendar-days prior to the Closing Date, prepared and delivered to the Bridge Lead Arranger one or more customary preliminary offering circulars, prospectuses or private placement memoranda (as applicable), which includes (or incorporates by reference) all financial statements and other information that would be required in a registration statement on Form S-1 for an offering registered under the Securities Act (except with respect to any private offering of securities for financial statements and other information required by Rules 3-10 and 3-16 of Regulation S-X under the Securities Act), provided that, in any such preliminary offering circulars, prospectuses or private placement memoranda and any supplements thereto or final versions thereof, the preparation of which is completed between the end of a fiscal year of CFH and the 120th day after such fiscal year end, any such information corresponding to that required by Part III of Form 10-K under the Securities Exchange Act of 1934 shall not be required to be included with respect to such fiscal year) relating to any such Take-out Financing, and thereafter prepare supplements to or final versions of such offering circulars, prospectuses or private placement memoranda (as applicable) (promptly upon request by, and in a form satisfactory to, the Investment Bank) (collectively, the “Offering Document”), and (ii) caused the independent registered public accountants of the Borrower and the Target to provide drafts of customary “comfort letters” (including in the case of any securities, customary “negative assurances”) that they would be prepared to render, subject to completion of customary procedures, with respect to the financial information in the Offering Document. The Investment Bank shall have been afforded at least a 30 consecutive calendar-day period commencing on the date of delivery of the Offering Document and ending on the third business day prior to the Closing Date to seek to place the Senior Secured Notes with qualified purchasers thereof; provided that such 30 calendar-day period shall begin on or after January 4, 2010.

(b) Bank Facilities. Concurrently with the initial borrowings under the Bridge Facility, the Bank Documentation shall have been executed and delivered consistent with the terms of the Commitment Letter, and the Borrower shall have received gross proceeds of at least $1,000,000,000 from borrowings thereunder (or such lesser amount determined by the Borrower to be necessary to consummate the Transactions).

C-3

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