Amendment No. 20 to Schedule 13D

-----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, R6AJQWXvta7vI+INjPW0chrApD240amy/UgL/iRVALAtQSJV7b9ID86i83h6ymdA DOu65zgkeCsiqWnupQl44A== 0001193125-04-136923.txt : 20040810 0001193125-04-136923.hdr.sgml : 20040810 20040810170311 ACCESSION NUMBER: 0001193125-04-136923 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20040810 GROUP MEMBERS: TAURUS INVESTMENTS S.A. 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: 04965037 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: ANGLO AMERICAN PLC CENTRAL INDEX KEY: 0001088370 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 CARLTON HOUSE TERRACE CITY: LONDON U K STATE: X0 ZIP: SW1Y 5AN BUSINESS PHONE: 011441716988888 MAIL ADDRESS: STREET 1: 20 CARLTON HOUSE TERRACE CITY: LONDON U K STATE: X0 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 20 TO SCHEDULE 13D Amendment No. 20 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 20)

TERRA INDUSTRIES INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

457729101

(CUSIP Number)

N. Jordan

Secretary

Anglo American plc

20 Carlton House Terrace

London SW1Y 5AN, United Kingdom

011-44-207-698-8888

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 6, 2004

(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. ¨

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.

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 (“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. 457729101		SCHEDULE 13D		Page 2 of 142 Pages


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). ANGLO AMERICAN plc
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ¨ (B) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

By subsidiary: 25,060,725 Common Shares

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

By subsidiary: 25,060,725 Common Shares

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,060,725 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 3 of 142 Pages


1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). TAURUS INVESTMENTS S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ¨ (B) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

25,060,725 Common Shares

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

25,060,725 Common Shares

10 SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,060,725 Common Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 4 of 142 Pages

Item 1.

Security and Issuer.

This Amendment No. 20 to the Schedule 13D, dated August 3, 1983, of Minerals and Resources Corporation (as amended by Amendments Nos. 1 through 19, the “Schedule 13D”), is filed to reflect information required pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Act”), relating to common shares, no par value (the “Common Shares”), of Terra Industries Inc. (“Terra”), a Maryland corporation, with its principal executive offices located at Terra Centre, 600 4th Street, Sioux City, Iowa 51101.

Item 2.

Identity and Background.

Item 2 is hereby amended by deleting the last paragraph in its entirety and replacing it with the following:

“During the last five years, neither Anglo American or Taurus, nor, to the best knowledge of Anglo American or Taurus, any of the directors or executive officers of Anglo American or Taurus, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.”

Item 2 of the Schedule 13D is hereby further amended by deleting Annex A in its entirety and replacing it with Annex A to this Amendment No. 20.

Item 3.

Source and Amount of Funds or Other Consideration.

Not applicable.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended by deleting the text under Item 4 in its entirety and replacing it with the following:

“On August 6, 2004, Taurus and Perry Partners, L.P. (“Perry”) entered into a stock purchase agreement (the “Perry Stock Purchase Agreement”) pursuant to which Taurus sold 1,500,000 Common Shares of Terra, or approximately 1.9% of the outstanding capital stock of Terra, to Perry (such sale, the “Perry Sale”).

On August 6, 2004, Taurus and Perry Partners International, Inc. (“Perry International”) entered into a stock purchase agreement (the “Perry International Stock Purchase Agreement”) pursuant to which Taurus sold 4,500,000 Common Shares of Terra, or approximately 5.8% of the outstanding capital stock of Terra, to Perry International (such sale, the “Perry International Sale”).

On August 6, 2004, Taurus and Värde Investment Partners, L.P. (“Värde”) entered into a stock purchase agreement (the “Värde Stock Purchase Agreement”) pursuant to which Taurus sold 2,000,000 Common Shares of Terra, or approximately 2.6% of the outstanding capital stock of Terra, to Värde (such sale, the “Värde Sale”).

On August 6, 2004, Taurus and Seneca Capital LP (“Seneca”) entered into a stock purchase agreement (the “Seneca Stock Purchase Agreement”) pursuant to which Taurus sold 800,000 Common Shares of Terra, or approximately 1.0% of the outstanding capital stock of Terra, to Seneca (such sale, the “Seneca Sale”).

On August 6, 2004, Taurus and Seneca Capital International Ltd. (“Seneca International”) entered into a stock purchase agreement (the “Seneca International Stock Purchase Agreement”) pursuant to which Taurus sold 1,700,000 Common Shares of Terra, or approximately 2.2% of the outstanding capital stock of Terra, to Seneca International (such sale, the “Seneca International Sale”).

On August 6, 2004, Taurus and Delta Onshore, LP (“Delta Onshore”) entered into a stock purchase agreement (the “Delta Onshore Stock Purchase Agreement”) pursuant to which Taurus sold 160,000 Common Shares of Terra, or approximately 0.2% of the outstanding capital stock of Terra, to Delta Onshore (such sale, the “Delta Onshore Sale”).

On August 6, 2004, Taurus and Delta Institutional, LP (“Delta Institutional”) entered into a stock purchase agreement (the “Delta Institutional Stock Purchase Agreement”) pursuant to which Taurus sold 840,000 Common Shares of Terra, or approximately 1.1% of the outstanding capital stock of Terra, to Delta Institutional (such sale, the “Delta Institutional Sale”).

On August 6, 2004, Taurus and Delta Offshore, Ltd (“Delta Offshore”) entered into a stock purchase agreement (the “Delta Offshore Stock Purchase Agreement”) pursuant to which Taurus sold 860,000 Common Shares of Terra, or approximately 1.1% of the outstanding capital stock of Terra, to Delta Offshore (such sale, the “Delta Offshore Sale”).


CUSIP No. 457729101		SCHEDULE 13D		Page 5 of 142 Pages

On August 6, 2004, Taurus and Delta Pleiades, LP (“Delta Pleiades”) entered into a stock purchase agreement (the “Delta Pleiades Stock Purchase Agreement”) pursuant to which Taurus sold 140,000 Common Shares of Terra, or approximately 0.2% of the outstanding capital stock of Terra, to Delta Pleiades (such sale, the “Delta Pleiades Sale”).

On August 6, 2004, Terra, Taurus and certain other shareholders of Terra (the “Other Shareholders”) entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which Terra has agreed to file a shelf registration statement with the U.S. Securities and Exchange Commission (the “SEC”) facilitating the possible offer and sale by Taurus of a certain number of Common Shares of Terra (the “Registrable Shares”) pursuant to the Securities Act of 1933 (the “Securities Act”). The Registration Rights Agreement also provides Taurus with a right to include the Registrable Shares in any underwritten registration of securities by Terra that may also be used to register the Registrable Shares and the Common Shares of Terra held by the Other Shareholders. If, prior to Terra’s deadline for filing its Form 10-Q for the second fiscal quarter of 2005, Terra has not completed a primary offering of securities in which Taurus was given the opportunity to sell at least $20 million of the Registrable Shares or the Other Shareholders were not given the opportunity to sell at least $10 or $20 million, as the case may be, of their Common Shares of Terra, then Taurus or the one of the Other Shareholders may require Terra to effect an underwritten offering of the Registrable Shares and the Common Shares of Terra held by the Other Shareholders. The number of the Registrable Shares will be equal to (i) 17.5 million Common Shares of Terra minus (ii) the number of Common Shares of Terra that Taurus has transferred to Perry, Perry International, Värde, Seneca, Seneca International, Delta Onshore, Delta Institutional, Delta Offshore and Delta Pleiades as of the date of the Registration Rights Agreement plus (iii) in the event that Terra has consummated or terminated its purchase of Mississippi Chemical Corporation, the number of additional Common Shares of Terra held by Taurus on which Terra and Taurus will reasonably agree, taking into account the consummation or termination, as the case may be, of such transaction and Section 382 of the United States Tax Code of 1986, as amended, and the rules and regulations promulgated thereunder.

The foregoing discussion is qualified in its entirety by reference to the Perry Stock Purchase Agreement, the Perry International Stock Purchase Agreement, the Värde Stock Purchase Agreement, the Seneca Stock Purchase Agreement, the Seneca International Stock Purchase Agreement, the Delta Onshore Stock Purchase Agreement, the Delta Institutional Stock Purchase Agreement, the Delta Offshore Stock Purchase Agreement, the Delta Pleiades Stock Purchase Agreement and the Registration Rights Agreement, which are incorporated herein by reference.

Subject to market conditions and other considerations, Taurus may from time to time offer and sell all or part of the Common Shares of Terra held by it, including, without limitation, following the declaration of the effectiveness of the shelf registration statement, the Common Shares of Terra registered thereunder. Anglo American will continue to evaluate future opportunities for disposing of its interest in Terra, with the timing of any disposition or dispositions being based on market conditions and other considerations.”

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended by deleting the text under Item 5 in its entirety and replacing it with the following:

“(a) Except as referred to in Item 2 hereof and as set forth below, neither Anglo American or Taurus, nor, to the best knowledge of Anglo American or Taurus, any of the executive officers or directors of Anglo American or Taurus, owns beneficially, or has any right to acquire, directly or indirectly, any of the Common Shares of Terra.

As of the date hereof, Anglo American and Taurus are deemed to beneficially own 25,060,725 Common Shares of Terra, or 32.1% of the total number of outstanding Common Shares of Terra, as reported to Anglo American and Taurus by Terra.

(b) Taurus has sole voting and dispositive power with respect to 25,060,725 Common Shares of Terra, or 32.1% of the outstanding Common Shares of Terra. Anglo American, through its subsidiary Taurus, has sole voting and dispositive power with respect to 25,060,725 Common Shares of Terra, or 32.1% of the outstanding Common Shares of Terra.

(c) Neither Anglo American or Taurus, nor, to the best knowledge of Anglo American or Taurus, the executive officers or directors of Anglo American or Taurus, has effected, during the 60 days preceding the date hereof, any transaction in the Common Shares of Terra.

(d) Not applicable.

(e) Not applicable.”


CUSIP No. 457729101		SCHEDULE 13D		Page 6 of 142 Pages

Item 6.

Contract, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by inserting the following paragraphs after the last paragraph of Item 6:

“On August 6, 2004, Taurus and Perry entered into the Perry Stock Purchase Agreement pursuant to which Taurus sold 1,500,000 Common Shares of Terra, or approximately 1.9% of the outstanding capital stock of Terra, to Perry at a price of US$5.30 per share. The aggregate consideration received by Taurus in the Perry Sale was $7,950,000. The Perry Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Perry that are commonly found in agreements relating to transactions comparable to the Perry Sale.

On August 6, 2004, Taurus and Perry International entered into the Perry International Stock Purchase Agreement pursuant to which Taurus sold 4,500,000 Common Shares of Terra, or approximately 5.8% of the outstanding capital stock of Terra, to Perry International at a price of US$5.30 per share. The aggregate consideration received by Taurus in the Perry International Sale was $23,850,000. The Perry International Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Perry International that are commonly found in agreements relating to transactions comparable to the Perry International Sale.

On August 6, 2004, Taurus and Värde entered into the Värde Stock Purchase Agreement pursuant to which Taurus sold 2,000,000 Common Shares of Terra, or approximately 2.6% of the outstanding capital stock of Terra, to Värde at a price of US $5.30 per share. The aggregate consideration received by Taurus in the Värde Sale was $10,600,000. The Värde Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Värde that are commonly found in agreements relating to transactions comparable to the Värde Sale.

On August 6, 2004, Taurus and Seneca entered into the Seneca Stock Purchase Agreement pursuant to which Taurus sold 800,000 Common Shares of Terra, or approximately 1.0% of the outstanding capital stock of Terra, to Seneca at a price of US$5.30 per share. The aggregate consideration received by Taurus in the Seneca Sale was $4,240,000. The Seneca Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Seneca that are commonly found in agreements relating to transactions comparable to the Seneca Sale.

On August 6, 2004, Taurus and Seneca International entered into the Seneca International Stock Purchase Agreement pursuant to which Taurus sold 1,700,000 Common Shares of Terra, or approximately 2.2% of the outstanding capital stock of Terra, to Seneca International at a price of US$5.30 per share. The aggregate consideration received by Taurus in the Seneca International Sale was $9,010,000. The Seneca International Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Seneca International that are commonly found in agreements relating to transactions comparable to the Seneca International Sale.

On August 6, 2004, Taurus and Delta Onshore entered into the Delta Onshore Stock Purchase Agreement pursuant to which Taurus sold 160,000 Common Shares of Terra, or approximately 0.2% of the outstanding capital stock of Terra, to Delta Onshore at a price of US$5.65 per share. The aggregate consideration received by Taurus in the Delta Onshore Sale was $904,000. The Delta Onshore Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Delta Onshore that are commonly found in agreements relating to transactions comparable to the Delta Onshore Sale.

On August 6, 2004, Taurus and Delta Institutional entered into the Delta Institutional Stock Purchase Agreement pursuant to which Taurus sold 840,000 Common Shares of Terra, or approximately 1.1% of the outstanding capital stock of Terra, to Delta Institutional at a price of US$5.65 per share. The aggregate consideration received by Taurus in the Delta Institutional Sale was $4,746,000. The Delta Institutional Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Delta Institutional that are commonly found in agreements relating to transactions comparable to the Delta Institutional Sale.

On August 6, 2004, Taurus and Delta Offshore entered into the Delta Offshore Stock Purchase Agreement pursuant to which Taurus sold 860,000 Common Shares of Terra, or approximately 1.1% of the outstanding capital stock of Terra, to Delta Offshore at a price of US$5.65 per share. The aggregate consideration received by Taurus in the Delta Offshore Sale was $4,859,000. The Delta Offshore Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Delta Offshore that are commonly found in agreements relating to transactions comparable to the Delta Offshore Sale.

On August 6, 2004, Taurus and Delta Pleiades entered into the Delta Pleiades Stock Purchase Agreement pursuant to which Taurus sold 140,000 Common Shares of Terra, or approximately 0.2% of the outstanding capital stock of Terra, to Delta Pleiades at a price of US$5.65 per share. The aggregate consideration received by Taurus in the Delta Pleiades Sale was $791,000. The Delta Pleiades Stock Purchase Agreement contains certain representations and warranties by each of Taurus and Delta Pleiades that are commonly found in agreements relating to transactions comparable to the Delta Pleiades Sale.

On August 6, 2004, Terra, Taurus and the Other Shareholders entered into the Registration Rights Agreement pursuant to which Terra has agreed to file a shelf registration statement with the SEC facilitating the possible offer and sale by Taurus of the Registrable Shares pursuant to the Securities Act. The Registration Rights Agreement also provides Taurus with a right to include the Registrable Shares in any underwritten registration of securities by Terra that may also be used to register the Registrable Shares and the Common Shares of Terra held by the Other Shareholders. If, prior to Terra’s deadline for filing its Form 10-Q for the second fiscal quarter of 2005, Terra has not completed a primary offering of securities in which Taurus was given the opportunity to sell at least $20 million of the Registrable Shares or the Other Shareholders were not given the opportunity to sell at least $10 or $20 million, as the case may be, of their Common Shares of Terra, then Taurus or one of the Other Shareholders may require Terra to effect an underwritten offering of the Registrable Shares and the Common Shares of Terra held by the Other Shareholders.


CUSIP No. 457729101		SCHEDULE 13D		Page 7 of 142 Pages

The number of the Registrable Shares will be equal to (i) 17.5 million Common Shares of Terra minus (ii) the number of Common Shares of Terra that Taurus has transferred to Perry, Perry International, Värde, Seneca, Seneca International, Delta Onshore, Delta Institutional, Delta Offshore and Delta Pleiades as of the date of the Registration Rights Agreement plus (iii) in the event that Terra has consummated or terminated its purchase of Mississippi Chemical Corporation, the number of additional Common Shares of Terra held by Taurus on which Terra and Taurus will reasonably agree, taking into account the consummation or termination, as the case may be, of such transaction and Section 382 of the United States Tax Code of 1986, as amended, and the rules and regulations promulgated thereunder.


CUSIP No. 457729101		SCHEDULE 13D		Page 8 of 142 Pages

Item 7.

Material to be filed as Exhibits.

The following is hereby added as exhibits:


Exhibit		Agreement

99.1		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Perry Partners, L.P.

99.2		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Perry Partners International, Inc.

99.3		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Värde Investment Partners, L.P.

99.4		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Seneca Capital LP.

99.5		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Seneca Capital International Ltd.

99.6		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Delta Onshore, LP.

99.7		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Delta Institutional, LP.

99.8		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Delta Offshore, Ltd.

99.9		Stock Purchase Agreement, dated August 6, 2004, between Taurus Investments S.A. and Delta Pleiades, LP.

99.10		Registration Rights Agreement, dated August 6, 2004, among Terra Industries Inc., Taurus Investments S.A. and certain shareholders of Terra named therein.

SIGNATURE

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: August 10, 2004


ANGLO AMERICAN plc

By:		/s/ N. JORDAN
Name:		N. Jordan
Title:		Secretary

TAURUS INVESTMENTS S.A.

By:		/s/ J.A. THOMPSON
Name:		J.A. Thompson
Title:		Secretary


CUSIP No. 457729101		SCHEDULE 13D		Page 9 of 142 Pages

ANNEX A

I. The following list sets forth certain information concerning each of the Directors and Executive Officers of Anglo American plc.


Name:		Sir Mark Moody-Stuart (Chairman)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chairman, Anglo American

Name:		Mr A.J. Trahar (Chief Executive)
Citizenship:		South African
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chief Executive, Anglo American

Name:		Mr D.J. Challen (Non-Executive Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Company Director

Name:		Mr B.E. Davison (Executive Director)
Citizenship:		South African
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Executive Director, Anglo American

Name:		Dr. C.E. Fay (Non-Executive Director)
Citizenship:		British
Business Address:		Merrifield, Links Road, Bramley, Guildford, GU5 OAL, United Kingdom
Principal Occupation:		Director of Companies

Name:		Mr R.M. Godsell (Non-Executive Director)
Citizenship:		South African
Business Address:		11 Diagonal Street, Johannesburg 2001, South Africa
Principal Occupation:		Executive Director and Chief Executive, AngloGold Ashanti Limited

Name:		Mr D.A. Hathorn (Member of Executive Committee
Citizenship:		South African
Business Address:		44 Main Street, Johannesburg, South Africa
Principal Occupation:		Chief Executive, Mondi (Europe)

Name:		Mr R.J. King (Member of Executive Committee)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Executive Vice President, Group Human Resources and Business Strategy, Anglo American

Name:		Mr A.W. Lea (Finance Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Finance Director, Anglo American

Name:		Mr G. Lindahl (Non-Executive Director)
Citizenship:		Swedish
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Company Director


CUSIP No. 457729101		SCHEDULE 13D		Page 10 of 142 Pages


Name:		Mr R.J. Margetts CBE (Senior Independent Non-Executive Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chairman, Legal and General Group plc

Name:		Dr Maria Silvia Bastos Marques (Non-Executive Director)
Citizenship:		Brazilian
Business Address:		Rua do Mercado, 11/1711/17° andar, 20010-120, Centro, Rio de Janeiro
Principal Occupation:		Director of Companies

Name:		Mr W.A. Nairn (Executive Director)
Citizenship:		South African
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Technical Director, Anglo American

Name:		Mr N.F. Oppenheimer (Non-Executive Director)
Citizenship:		South African
Business Address:		De Beers House, Corner Diamond Drive and Crownwood Road, Theta, Johannesburg, 2013, South Africa
Principal Occupation:		Director and Chairman, De Beers S.A.

Name:		Mr F.T.M. Phaswana (Non-Executive Director)
Citizenship:		South African
Business Address:		BP Town Square, 61 St George’s Mall, Cape Town 8001, South Africa
Principal Occupation:		Regional President, BP Africa

Name:		Sir David Scholey (Non-Executive Director)
Citizenship:		British
Business Address:		1 Finsbury Avenue, London EC2M 2PP, United Kingdom
Principal Occupation:		Director of Companies

Name:		Mr S.R. Thompson (Member of Executive Committee)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Chief Executive, Anglo American Base Metals Division

Name:		Professor K.A.L.M. Van Miert (Non-Executive Director)
Citizenship:		Belgian
Business Address:		Puttestraat 10, B-1650 Beersel, Belgium
Principal Occupation:		Director of Companies


CUSIP No. 457729101		SCHEDULE 13D		Page 11 of 142 Pages

II. The following list sets forth certain information concerning each of the Directors and Executive Officers of Taurus Investments S.A.


Name:		Mrs G.F. Adams (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, Luxembourg
Principal Occupation:		Manager, Human Resources and Administration, Anglo American Luxembourg S.A.

Name:		Mr T.A.M. Bosman (Director)
Citizenship:		Dutch
Business Address:		48 rue de Bragance, Luxembourg
Principal Occupation:		Group Tax & Finance Manager, Anglo American Luxembourg S.A.

Name:		Mr N. Jordan (Director)
Citizenship:		British
Business Address:		20 Carlton House Terrace, London SW1Y 5AN, United Kingdom
Principal Occupation:		Company Secretary, Anglo American

Name:		Miss J.A. Thompson (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, Luxemburg
Principal Occupation:		Company Secretary, Anglo American Luxemburg S.A.

EX-99.1 2 dex991.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & PERRY L.P. Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Perry L.P.

Exhibit 99.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

PERRY PARTNERS, L.P.

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Perry Partners, L.P., a limited partnership organized in the State of Delaware (the “Purchaser”).

WHEREAS, the Seller is the registered holder of 37,560,725 issued and outstanding Common Shares, without par value, of Terra Industries Inc. (the “Company Shares”), a corporation incorporated in the State of Maryland, United States of America (the “Company”); and

WHEREAS, the Seller desires to sell and the Purchaser desires to purchase certain of the Company Shares, simultaneously with the purchase of certain other Company Shares by each other New Investor (as defined and indicated under the Registration Rights Agreement attached hereto).

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 1,500,000 Company Shares (such 1,500,000 Company Shares, the “Purchased Shares”) at a price of US$5.30 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(a) The representations and warranties of the Seller contained in Section 4 hereof shall be true and correct in all material respects as of the date hereof and as of the date of the Closing (as hereinafter defined).

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

3. Closing and Delivery of Purchased Shares. The closing of the transactions constituting the purchase and sale of the Purchased Shares (the “Closing”) shall take place at Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004. Certificates representing not less than the number of Purchased Shares to be sold under this Agreement, accompanied by instruments of transfer to the Purchaser, shall be delivered by or on behalf of the Seller to the Purchaser at the Closing against payment of the aggregate Purchase Price thereof by wire transfer in immediately available funds in United States dollars. The Closing shall take place on or before August 16, 2004, unless the parties agree otherwise.

The Purchaser agrees that if the share certificates delivered hereunder represent a number of Company Shares greater than the number of Purchased Shares, the Purchaser shall cooperate with the Seller to ensure that certificates representing the number of Purchased Shares purchased under this Agreement will be issued to the Purchaser, and that any Company Shares represented by the certificates delivered at the Closing that are in excess of the number of Purchased Shares sold under this Agreement remain the sole property of the Seller.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

(a) The Seller is an entity duly organized and validly existing under the laws of the Grand Duchy of Luxembourg and has the requisite right, power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and (assuming the due authorization, execution and delivery hereof by the Purchaser) is a valid and binding obligation of the Seller, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution and delivery of this Agreement, the compliance by the Seller with all the provisions of, and the performance by the Seller of its obligations under, this Agreement and the consummation of the transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) the constitutive documents of the Seller, any instrument, contract or other agreement to which the Seller or by which the Seller or any of its properties or assets or the Purchased Shares may be bound or subject, in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Seller to comply with its obligations hereunder, or (ii) any law, statute or any order, rule, regulation, order, writ, injunction, determination, award, judgment or decree of any court or governmental agency or body having jurisdiction over the Seller or the Purchased Shares or any of its subsidiaries or any of its properties, or any stock exchange authority or self-regulatory organization (each, a “Governmental Authority”); and, other than the filing of a Form 4 and a Schedule 13D under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Seller or an affiliate thereof, no consent, approval, authorization, order, registration, clearance or qualification or notification of, with or to any Governmental Authority is required for the sale and delivery of the Purchased Shares by the Seller under this Agreement;

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other interests of others, and the Purchaser, when the Purchased Shares are delivered in accordance with this Agreement, will be entitled to all the rights of a shareholder of the Company conferred by the Articles of Incorporation, the by-laws of the Company and applicable law;

(c) The Purchased Shares are not subject to any conflicting sale, transfer, assignment, or any agreement (other than this Agreement) (i) to assign, convey, or transfer, in whole or in part, any of the Purchased Shares or (ii) that otherwise affects or restricts the sale or affects in any manner the Purchased Shares, and upon consummation of the Purchase, the Purchaser will receive valid title to the Purchased Shares, free and clear of any encumbrance, liens, claims, charges, security interests, or other interests of others;

(d) There are no legal or governmental proceedings pending to which the Seller is a party or of which any property of the Seller is the subject that, if determined adversely to the Seller, would individually or in the aggregate have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement, and, to the best of the Seller’s knowledge, no such proceedings are threatened or contemplated by Governmental Authorities or threatened by others; and

(e) Neither the Seller nor any person (including without limitation Lazard Frères & Co., LLC) acting on its behalf has offered or sold any Purchased Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

(f) Without limitation to Section 5(k) of this Agreement, the Seller is solely responsible for its investment and other decisions with respect to this Agreement and is not relying on any representation or warranty of, or advice from, the Purchaser or the Company or any of their respective affiliates in connection with any such decisions, and neither the Purchaser, the Company, nor any of their respective affiliates are acting as an adviser to or fiduciary of the Seller in connection with this Agreement;

(g) The Seller has sufficient knowledge, experience and access to professional advice to make its own legal, tax, accounting, financial and other evaluation of the merits and risks of entering into this Agreement, has reviewed carefully this Agreement with its financial, legal and tax advisers and has determined that entering into this Agreement is consistent with the Seller’s objectives. Without limitation of the foregoing, or of any other provisions of this Agreement, the Seller acknowledges and understands that this Agreement may involve legal, tax and regulatory considerations that are highly dependent on facts and circumstances related to itself, that the Seller will have sufficient information regarding such facts and circumstances to determine the legal, tax and regulatory consequences of this Agreement and the transactions contemplated herein for the

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Seller and that it, together with its legal, tax and financial advisers, will be solely responsible for determining and evaluating such consequences and making its own independent decisions with respect to this Agreement and the transactions contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Seller or its advisers;

(h) The Seller has received such information concerning the Company and the Purchased Shares, and has been given the opportunity to ask such questions and to receive answers as the Seller deems sufficient, based on information provided by Company to the Seller, to make an informed investment decision with respect to the Purchased Shares;

(i) The Seller is not, and after giving effect to the transactions contemplated in this Agreement will not be, a person acting together with the Purchaser or any of its affiliates within the meaning of Rule 13d-5 of the Securities Act;

(j) The Seller understands that the Purchaser and any affiliates thereof are relying on the truth and accuracy of these representations; and

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof and as of the Closing.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

(a) The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite right, power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery hereof by the Seller) is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution and delivery of this Agreement by the Purchaser, the compliance by the Purchaser with all the provisions of, and the performance by the Purchaser of its obligations under, this Agreement and the consummation of the transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) the constitutive documents of the Purchaser, (ii) any instrument, contract or other agreement to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound or subject, in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Purchaser to comply with its

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obligations hereunder, or (iii) any law, statute or any order, rule, regulation order, writ, injunction, determination, award, judgment or decree of any Governmental Authority; and other than the filing of a Schedule 13G under the Exchange Act by the Purchaser or an affiliate thereof (as may or may not be necessary), no consent, approval, authorization, order, registration, clearance or qualification or notification of, with or to any Governmental Authority is required for the purchase of the Purchased Shares by the Purchaser under this Agreement;

(b) There are no legal or governmental proceedings pending to which the Purchaser is a party or of which any property of the Purchaser is the subject that, if determined adversely to the Purchaser, would individually or in the aggregate have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement, and, to the best of the Purchaser’s knowledge, no such proceedings are threatened or contemplated by Governmental Authorities or threatened by others;

(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

(d) The Purchaser is acting as a principal and not as an agent in connection with this Agreement and the transactions contemplated herein. In particular, the Purchaser is acquiring the Purchased Shares for the Purchaser’s own account as principal for investment and not with a view to or for offer or sale in connection with any distribution thereof within the meaning of the Securities Act;

(e) Without limitation to Section 4(j) of this Agreement, the Purchaser is solely responsible for its investment and other decisions with respect to this Agreement and is not relying on the Seller or any of its affiliates in connection with any such decisions, and neither the Seller nor any such affiliate is acting as an adviser to or fiduciary of the Purchaser in connection with this Agreement;

(f) The Purchaser has sufficient knowledge, experience and access to professional advice to make its own legal, tax, accounting, financial and other evaluation of the merits and risks of entering into this Agreement, has reviewed carefully this Agreement with its financial, legal and tax advisers and has determined that entering into this Agreement is consistent with the Purchaser’s objectives. Without limitation of the foregoing, or of any other provisions of this Agreement, the Purchaser acknowledges and understands that this Agreement may involve legal, tax and regulatory considerations that are highly dependent on facts and circumstances related to itself, that the Purchaser will have sufficient information regarding such facts and circumstances to determine the legal, tax and regulatory consequences of this Agreement and the transactions contemplated herein for the Purchaser and that it, together with its legal, tax and financial advisers, will be solely responsible for determining and evaluating such

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consequences and making its own independent decisions with respect to this Agreement and the transactions contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Purchaser or its advisers;

(g) The Purchaser has received such information concerning the Company and the Purchased Shares, and has been given the opportunity to ask such questions and to receive answers as the Purchaser deems sufficient, based on information provided by Company to the Purchaser, to make an informed investment decision with respect to the Purchased Shares;

(h) The Purchaser acknowledges that the certificate for the Purchased Shares will contain a legend substantially in the form of the legend in Exhibit B (and such legend may be removed when the Purchased Shares have met the requirements for Transfer set forth in Section 7 or as the Securities Act otherwise permits);

(i) Neither the Purchaser nor any person (including without limitation Lazard Frères & Co., LLC) acting on its behalf has offered or sold any Company Shares by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act;

(j) The Purchaser is not, and after giving effect to the transactions contemplated in this Agreement will not be, a person acting together with the Seller or any of its affiliates within the meaning of Rule 13d-5 of the Securities Act;

(k) The Purchaser understands that the Seller and any affiliates thereof are relying on the truth and accuracy of these representations, and agrees that if it becomes aware that any of the representations in this Section 5 are no longer accurate, it shall promptly notify the Seller; and

(l) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof and as of the Closing.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

(a) it acknowledges that it has (i) obtained and has carefully read the Annual Report on Form 10-K of the Company and the exhibits thereto for the fiscal year ended December 31, 2003, and all subsequent public filings of the Company and have relied only upon the information contained in such documents, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its investment decision

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and (ii) adequate information concerning the business and financial condition of the Company to make an informed decision regarding its sale of the Purchased Shares, has independently and without reliance upon Purchaser, and based on such information as it has deemed appropriate, made its own analysis and decision to sell the Purchased Shares and is able to bear the economic risk of the Purchase;

(b) it acknowledges and understands that Purchaser and its officers and affiliates may or may not, as the case may be, possess material information not known to Seller that may be relevant to the Purchase (the “Purchaser Information”), including without limitation, (i) information received by principals and employees of Purchaser in their capacity as creditors (if applicable) of Mississippi Chemical Corporation, including information concerning a possible sale of assets of Mississippi Chemical Corporation to the Company, (ii) information otherwise received from the Company on a confidential basis, and (iii) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board of Directors;

(c) it acknowledges and agrees that Purchaser has no obligation to disclose to it any of the Purchaser Information, and it has determined to sell the Purchased Shares notwithstanding its lack of knowledge of Purchaser Information; and

(d) it agrees that without limitation to Section 5 Purchaser and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Seller or its grantor or beneficiaries, whatsoever, pursuant to applicable securities laws or otherwise, resulting from Purchaser’s use or non-disclosure of the Purchaser Information, and Seller hereby irrevocably waives, and agrees to fully indemnify and reimburse Purchaser against and for, any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

(b) Purchaser acknowledges that it has (i) obtained and has carefully read the Annual Report on Form 10-K of the Company and the exhibits thereto for the fiscal year ended December 31, 2003, and all subsequent public filings of the Company and has relied only upon the information contained in such documents, other publicly available information regarding the Company, and such other information that it and its advisers deem necessary to make its investment decision and (ii) adequate information concerning the business and financial condition of the Company to make an informed decision regarding its purchase of the Purchased

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Shares, has independently and without reliance upon Seller, and based on such information as it has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares and is able to bear the economic risk of the Purchase; and

(c) it agrees that without limitation to Section 4 Seller and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Purchaser or its grantor or beneficiaries, whatsoever resulting from Seller’s use or non-disclosure of the material information not known to Purchaser that is relevant to the transaction and that Seller and its officers and affiliates may possess, and Purchaser hereby irrevocably waives, and agrees to fully indemnify and reimburse Seller against and for, any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

8. Restrictions on Transfers. The Purchaser acknowledges that the Purchased Shares have not been registered under the Securities Act and that the Purchased Shares are being sold to the Purchaser pursuant to an exemption from registration under the Securities Act. The Purchaser agrees that it shall not (1) sell, transfer, assign, pledge, encumber or otherwise dispose of, whether for value, and whether directly or indirectly, any of the Purchased Shares or (2) enter into any agreements, option contracts, futures contracts, options on futures contracts, spot or forward contracts, caps, floors, collars or other agreements to purchase or dispose of, whether directly or indirectly, the economic or other risks of ownership of the Purchased Shares, or enter into any other hedging arrangements in respect of its holding of the Purchased Shares (each of (1) and (2), a “Transfer”), unless:

(a) A registration statement providing for the registration under the Securities Act of the Purchased Shares that would allow for a Transfer of the type proposed to be made by the Purchaser is declared effective by the Commission under the Securities Act, no stop order in respect thereof has been issued by the Commission and the Transfer will be valid and effective under applicable state securities laws of the United States of America;

(b) (i) The Transfer is being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (w) in the case of a Transfer (A) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 144 (or any successor provision) thereunder or (B) to any “accredited investor”, as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act pursuant to an exemption from registration thereunder (or any successor provision), an officer’s certificate certifying that such Transfer is undertaken in accordance with the applicable exemption, (x) a written legal opinion of counsel, addressed to the Seller and reasonably satisfactory to the Seller, stating that the Transfer is being

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made in accordance with an exemption from registration under, or is otherwise permitted by, the Securities Act, (y) a no-action letter from the Commission, in effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act; provided, that after the first anniversary of the date of this Agreement, the Purchaser shall have no obligations under clause (ii) of this Section 8(b); or

(c) The Transfer is being made to an affiliate (as defined in the Securities Act) of the Purchaser, which affiliate is otherwise an “accredited investor” within the meaning of Regulation D under the Securities Act; provided, that the Transfer is not in violation of the Securities Act or any regulation thereunder.

9. Information. Each party shall give prior notice to the other of, and shall give the other party the opportunity to review in advance, any filing to be made by the first party relating to this Agreement or the transactions contemplated herein and the other party shall have the right to consult with the party making such filing regarding any information relating to the other party or their affiliates therein.

The Purchaser shall supply such information with respect to itself, its directors, officers and shareholders and such other matters as may be reasonably necessary as the Seller may reasonably request for the purpose of preparation of any registration statement, notice, form or other documents to be filed with any Governmental Authority.

The Seller shall supply such information with respect to itself, its directors, officers and shareholders and such other matters as may be reasonably necessary, as the Purchaser may reasonably request for the purpose of preparation of any registration statement, notice, form or other documents to be filed with any Governmental Authority.

10. Confidentiality. Neither party will, without the prior written consent of the other, directly or indirectly, make any disclosure with respect to this Agreement, except as may be required by applicable law or any order, rule or regulation of any Governmental Authority; provided, that nothing in this Section 10 shall prohibit Taurus or any of its affiliates from filing a press release describing this Agreement and the transactions contemplated hereunder. Each of the Purchaser and the Seller acknowledges and agrees that the Seller or the Purchaser, as the case may be, or, in each case, an affiliate thereof may or may not be filing this Agreement as an exhibit to a form on Schedule 13D or Schedule 13G, as applicable, it will be filing under the Exchange Act.

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11. Further Assurances. Each party agrees to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

13. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and shall be delivered or sent by mail or facsimile transmission to the address or facsimile number set forth below:

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

(b)

to Perry Partners, L.P. at:

Perry Corp.

599 Lexington Avenue

36th Floor

New York, New York 10022

Facsimile: (212) 583-4099

Attention:

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. Dispute Resolution. All disputes arising between the parties in connection with this Agreement, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration at law in Paris, France under the Rules of Arbitration of the International Chamber of Commerce and for such purpose the following shall apply: (i) any arbitration proceedings pursuant hereto shall be conducted in the English language and the arbitration tribunal shall sit in Toronto, Canada; and (ii) each party shall designate one arbitrator and the third arbitrator shall be designated by common agreement of those two arbitrators designated by the parties, and failing such agreement within 30 days following the date on which the later of the two arbitrators was

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designated, the third arbitrator shall be designated by the International Chamber of Commerce. The arbitration awards rendered pursuant hereto shall be issued in writing in the English language, shall contain the arbitration decision and the reasoning supporting it and shall be final and not subject to appeal.

16. Entire Agreement. This agreement shall constitute the binding agreement of the parties with respect to the subject matter hereof and shall constitute the entire agreement of the parties with respect to the subject matter hereof.

17. Counterparts. This Agreement may be executed by either party hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

18. Survival. All of the representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing hereunder and, except for Sections 4(b) and 4(c) of this Agreement, shall thereafter terminate and expire on the first anniversary of the date hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/S/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


PERRY PARTNERS, L.P.

By:		Perry Corp., its General Partner



By:		/S/ ALP ERCIL
Name:		Alp Ercil
Office:		Managing Director

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Exhibit A – Form of Registration Rights Agreement

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Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND PERRY PARTNERS, L.P. AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

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EX-99.2 3 dex992.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & PERRY INTERNATIONAL Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Perry International

Exhibit 99.2

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

PERRY PARTNERS INTERNATIONAL, INC.

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Perry Partners International, Inc., a corporation organized in the British Virgin Islands (the “Purchaser”).

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 4,500,000 Company Shares (such 4,500,000 Company Shares, the “Purchased Shares”) at a price of US$5.30 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

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(j) The Seller understands that the Purchaser and any affiliates thereof are relying on the truth and accuracy of these representations; and

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof and as of the Closing.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

(a) The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has the requisite right, power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery hereof by the Seller) is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution and delivery of this Agreement by the Purchaser, the compliance by the Purchaser with all the provisions of, and the performance by the Purchaser of its obligations under, this Agreement and the consummation of the transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) the constitutive documents of the Purchaser, (ii) any instrument, contract or other agreement to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound or subject, in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Purchaser to comply with its

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(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

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(l) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof and as of the Closing.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

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7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

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12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

(b)

to Perry Partners International, Inc. at:

Perry Partners International, Inc.

c/o CITCO Fund Services (Cayman Islands) LTD

Corporate Center, West Bay Rd.

P.O. Box 31106 SMB

Grand Cayman, Cayman Islands

Facsimile: (345) 949-3877

Attention: Kurt Hagerman

With copies to:

Perry Corp.

599 Lexington Avenue

36th Floor

New York, New York 10022

Facsimile: (212) 583-4099

Attention:

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/S/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


PERRY PARTNERS INTERNATIONAL, INC.

By: Perry Corp., its Investment Manager

By:		/S/ ALP ERCIL
Name:		Alp Ercil
Office:		Managing Director

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Exhibit A – Form of Registration Rights Agreement

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Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND PERRY PARTNERS INTERNATIONAL, INC. AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

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EX-99.3 4 dex993.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & VARDE L.P. Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Varde L.P.

Exhibit 99.3

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

VÄRDE INVESTMENT PARTNERS, L.P.

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Värde Investment Partners, L.P., a limited partnership organized in the State of Delaware (the “Purchaser”).

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 2,000,000 Company Shares (such 2,000,000 Company Shares, the “Purchased Shares”) at a price of US$5.30 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

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-3-

(j) The Seller understands that the Purchaser and any affiliates thereof are relying on the truth and accuracy of these representations; and

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof and as of the Closing.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

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(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

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(l) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof and as of the Closing.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

-6-

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

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-8-

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12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

(b)

to Värde Investment Partners, L.P. at:

Värde Investment Partners, L.P.

8500 Normandale Lake Blvd. Suite 1570

Minneapolis, MN 55437-3813

Facsimile: (952) 893-9613

Attention: Marcia Page or Jeff Thuringer

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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Commerce. The arbitration awards rendered pursuant hereto shall be issued in writing in the English language, shall contain the arbitration decision and the reasoning supporting it and shall be final and not subject to appeal.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/s/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


VÄRDE INVESTMENT PARTNERS, L.P.

By: Värde Partners, L.P., its Managing Member

By: Värde Partners, Inc., its General Partner

By:		/s/ GREGORY S. MCMILLAN
Name:		Gregory S. McMillan
Office:		Managing Director

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Exhibit A – Form of Registration Rights Agreement

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Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND VÄRDE INVESTMENT PARTNERS, L.P. AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

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EX-99.4 5 dex994.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & SENECA CAP. L.P. Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Seneca Cap. L.P.

Exhibit 99.4

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

SENECA CAPITAL LP

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Seneca Capital LP, a limited partnership organized in the State of Delaware (the “Purchaser”).

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 800,000 Company Shares (such 800,000 Company Shares, the “Purchased Shares”) at a price of US$5.30 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

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-3-

(j) The Seller understands that the Purchaser and any affiliates thereof are relying on the truth and accuracy of these representations; and

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof and as of the Closing.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

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(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

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(l) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof and as of the Closing.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

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(d) it agrees that without limitation to Section 5 Purchaser and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Seller or its grantor or beneficiaries, whatsoever, pursuant to applicable securities laws or otherwise, resulting from Purchaser’s use or non-disclosure of the Purchaser Information, and Seller hereby irrevocably waives any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

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information as it has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares and is able to bear the economic risk of the Purchase; and

(c) it agrees that without limitation to Section 4 Seller and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Purchaser or its grantor or beneficiaries, whatsoever resulting from Seller’s use or non-disclosure of the material information not known to Purchaser that is relevant to the transaction and that Seller and its officers and affiliates may possess, and Purchaser hereby irrevocably waives any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

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effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act; provided, that after the first anniversary of the date of this Agreement, the Purchaser shall have no obligations under clause (ii) of this Section 8(b); or

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12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

(b)

to Seneca Capital LP at:

Seneca Capital Advisors, LLC

950 Third Avenue

New York, New York 10022

Facsimile: (212) 758-6060

Attention: Doug Hirsch

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/s/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


SENECA CAPITAL LP

By:		/s/ DOUG HIRSCH
Name:		Doug Hirsch
Office:		Managing Member of Seneca Capital Investments, LLC, as General Partner of Seneca Capital LP

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Exhibit A – Form of Registration Rights Agreement

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Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND SENECA CAPITAL LP AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

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EX-99.5 6 dex995.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & SENECA INTERNATIONAL Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Seneca International

Exhibit 99.5

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

SENECA CAPITAL INTERNATIONAL LTD.

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Seneca Capital International Ltd., a limited company organized in the Cayman Islands (the “Purchaser”).

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 1,700,000 Company Shares (such 1,700,000 Company Shares, the “Purchased Shares”) at a price of US$5.30 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

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-3-

(j) The Seller understands that the Purchaser and any affiliates thereof are relying on the truth and accuracy of these representations; and

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof and as of the Closing.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

(a) The Purchaser is an entity duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite right, power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery hereof by the Seller) is a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The execution and delivery of this Agreement by the Purchaser, the compliance by the Purchaser with all the provisions of, and the performance by the Purchaser of its obligations under, this Agreement and the consummation of the transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) the constitutive documents of the Purchaser, (ii) any instrument, contract or other agreement to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound or subject, in each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the ability of the Purchaser to comply with its

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(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

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(l) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof and as of the Closing.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

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(d) it agrees that without limitation to Section 5 Purchaser and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Seller or its grantor or beneficiaries, whatsoever, pursuant to applicable securities laws or otherwise, resulting from Purchaser’s use or non-disclosure of the Purchaser Information, and Seller hereby irrevocably waives any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

-7-

information as it has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares and is able to bear the economic risk of the Purchase; and

(c) it agrees that without limitation to Section 4 Seller and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Purchaser or its grantor or beneficiaries, whatsoever resulting from Seller’s use or non-disclosure of the material information not known to Purchaser that is relevant to the transaction and that Seller and its officers and affiliates may possess, and Purchaser hereby irrevocably waives any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

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12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

(b)

to Seneca Capital International Ltd. at:

Seneca Capital Advisors, LLC

950 Third Avenue

New York, New York 10022

Facsimile: (212) 758-6060

Attention: Doug Hirsch

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/S/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


SENECA CAPITAL INTERNATIONAL LTD.

By:		/S/ DOUG HIRSCH
Name:		Doug Hirsch
Office:		Managing Member of Seneca Capital Investments, LLC, as Investment Advisor to Seneca Capital International Ltd

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Exhibit A – Form of Registration Rights Agreement

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Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND SENECA CAPITAL INTERNATIONAL LTD. AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

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EX-99.6 7 dex996.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & DELTA ONSHORE L.P. Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Delta Onshore L.P.

Exhibit 99.6

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

DELTA ONSHORE, LP

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Delta Onshore, LP, a limited partnership organized in the State of Delaware (the “Purchaser”).

WHEREAS, the Seller desires to sell and the Purchaser desires to purchase certain of the Company Shares.

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 160,000 Company Shares (such 160,000 Company Shares, the “Purchased Shares”) at a price of US$5.65 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(a) The representations and warranties of the Seller contained in Section 4 hereof shall be true and correct in all material respects as of the date hereof.

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

3. Closing and Delivery of Purchased Shares. The closing of the transactions constituting the purchase and sale of the Purchased Shares (the “Closing”) shall take place at Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004. Certificates representing not less than the number of Purchased Shares to be sold under this Agreement, accompanied by instruments of transfer to the Purchaser, shall be delivered by or on behalf of the Seller to the Purchaser at Trafelet & Company, LLC, 900 Third Avenue, 5th Floor, New York, New York 10022 against payment of the aggregate Purchase Price thereof by wire transfer in immediately available funds in United States dollars.

The Purchaser agrees that if the share certificates delivered hereunder represent a number of Company Shares greater than the number of Purchased Shares, the

Purchaser shall cooperate with the Seller to ensure that certificates representing the number of Purchased Shares purchased under this Agreement will be issued to the Purchaser, and that any Company Shares represented by the certificates delivered at the Closing that are in excess of the number of Purchased Shares sold under this Agreement remain the sole property of the Seller.

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

(b) The Seller is, and immediately prior to delivery of the Purchased Shares to the Purchaser will be, the sole beneficial and record owner of the Purchased Shares, and has and will have valid title to the Purchased Shares, free and clear of all liens, encumbrances, equities, charges, security interests, claims or other interests of others, and the Purchaser, when the Purchased Shares are delivered in accordance with this Agreement, will be entitled to all the rights of a

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shareholder of the Company conferred by the Articles of Incorporation, the by-laws of the Company and applicable law;

(f) The Seller is solely responsible for its investment and other decisions with respect to this Agreement and is not relying on any representation or warranty of, or advice from, the Purchaser or the Company or any of their respective affiliates in connection with any such decisions, and neither the Purchaser, the Company, nor any of their respective affiliates are acting as an adviser to or fiduciary of the Seller in connection with this Agreement;

-3-

contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Seller or its advisers;

(j) The Seller is not a United States person or a foreign person controlled by a United States person within the meaning of Regulation X of the Board of Governors of the United States Federal Reserve System (“Regulation X”).

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

-4-

Authority; and other than the filing of a Schedule 13G under the Exchange Act by the Purchaser or an affiliate thereof, no consent, approval, authorization, order, registration, clearance or qualification or notification of, with or to any Governmental Authority is required for the purchase of the Purchased Shares by the Purchaser under this Agreement;

(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

(e) The Purchaser is solely responsible for its investment and other decisions with respect to this Agreement and is not relying on the Seller or any of its affiliates in connection with any such decisions, and neither the Seller nor any such affiliate is acting as an adviser to or fiduciary of the Purchaser in connection with this Agreement;

-5-

determinations and evaluations and any other factors or considerations deemed relevant by the Purchaser or its advisers;

(k) The Purchaser is not a United States person or a foreign person controlled by a United States person within the meaning of Regulation X; and

(l) The Purchaser understands that the Seller and any affiliates thereof are relying on the truth and accuracy of these representations, and agrees that if it becomes aware that any of the representations in this Section 5 are no longer accurate, it shall promptly notify the Seller.

(m) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

-6-

information that it and its advisers deem necessary to make its investment decision and (ii) adequate information concerning the business and financial condition of the Company to make an informed decision regarding its sale of the Purchased Shares, has independently and without reliance upon Purchaser, and based on such information as it has deemed appropriate, made its own analysis and decision to sell the Purchased Shares and is able to bear the economic risk of the Purchase;

(b) it acknowledges and understands that Purchaser and its officers and affiliates may possess material information not known to Seller that may be relevant to the Purchase (the “Purchaser Information”), including without limitation, (i) information received by principals and employees of Purchaser in their capacity as creditors of Mississippi Chemical Corporation, including information concerning a possible sale of assets of Mississippi Chemical Corporation to the Company, (ii) information otherwise received from the Company on a confidential basis, and (iii) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board of Directors;

(d) it agrees that Purchaser and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Seller or its grantor or beneficiaries, whatsoever, pursuant to applicable securities laws or otherwise, resulting from Purchaser’s use or non-disclosure of the Purchaser Information, and Seller hereby irrevocably waives, and agrees to fully indemnify and reimburse Purchaser against and for, any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

-7-

Company to make an informed decision regarding its purchase of the Purchased Shares, has independently and without reliance upon Seller, and based on such information as it has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares and is able to bear the economic risk of the Purchase; and

(c) it agrees that Seller and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Purchaser or its grantor or beneficiaries, whatsoever resulting from Seller’s use or non-disclosure of the material information not known to Purchaser that is relevant to the transaction and that Seller and its officers and affiliates may possess, and Purchaser hereby irrevocably waives, and agrees to fully indemnify and reimburse Seller against and for, any claims on behalf of itself or its grantor or beneficiaries that it or they may now or hereafter have relating to such use or non-disclosure.

(b) (i) The Transfer is being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (x) a written legal opinion of counsel, addressed to the Seller and reasonably satisfactory to the Seller, stating that the Transfer is being made in accordance with an exemption from registration under the Securities Act, (y) a no-action letter from the Commission, in effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act.

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10. Confidentiality. Neither party will, without the prior written consent of the other, directly or indirectly, make any disclosure with respect to this Agreement, except as may be required by applicable law or any order, rule or regulation of any Governmental Authority; provided, that nothing in this Section 10 shall prohibit Taurus or any of its affiliates from filing a press release describing this Agreement and the transactions contemplated hereunder. Each of the Purchaser and the Seller acknowledges and agrees that the Seller or the Purchaser, as the case may be, or, in each case, an affiliate thereof will be filing this Agreement as an exhibit to a form on Schedule 13D or Schedule 13G, as applicable, it will be filing under the Exchange Act.

12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

-9-

(b)

to Delta Onshore, LP at:

Trafelet & Company, LLC

900 Third Avenue

5th Floor

New York, New York 10022

Facsimile:

Attention:

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. Dispute Resolution. All disputes arising between the parties in connection with this Agreement, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration at law in Paris, France under the Rules of Arbitration of the International Chamber of Commerce and for such purpose the following shall apply: (i) any arbitration proceedings pursuant hereto shall be conducted in the English language and the arbitration tribunal shall sit in Paris, France; and (ii) each party shall designate one arbitrator and the third arbitrator shall be designated by common agreement of those two arbitrators designated by the parties, and failing such agreement within 30 days following the date on which the later of the two arbitrators was designated, the third arbitrator shall be designated by the International Chamber of Commerce. The arbitration awards rendered pursuant hereto shall be issued in writing in the English language, shall contain the arbitration decision and the reasoning supporting it and shall be final and not subject to appeal.

18. Survival. All of the representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing hereunder and shall thereafter terminate and expire on the first anniversary of the date hereof.

-10-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/S/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


DELTA ONSHORE, LP

By:		Trafelet & Company, LLC, as investment manager



By:		/S/ PETER J. HOFBAUER
Name:		Peter J. Hofbauer
Office:		Chief Operating Officer

-11-

Exhibit A – Form of Registration Rights Agreement

-12-

Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND DELTA ONSHORE, LP AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

-13-

EX-99.7 8 dex997.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & DELTA INSTITUTIONAL Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Delta Institutional

Exhibit 99.7

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

DELTA INSTITUTIONAL, LP

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Delta Institutional, LP, a limited partnership organized in the State of Delaware (the “Purchaser”).

WHEREAS, the Seller desires to sell and the Purchaser desires to purchase certain of the Company Shares.

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 840,000 Company Shares (such 840,000 Company Shares, the “Purchased Shares”) at a price of US$5.65 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(a) The representations and warranties of the Seller contained in Section 4 hereof shall be true and correct in all material respects as of the date hereof.

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

3. Closing and Delivery of Purchased Shares. The closing of the transactions constituting the purchase and sale of the Purchased Shares (the “Closing”) shall take place at Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004. Certificates representing not less than the number of Purchased Shares to be sold under this Agreement, accompanied by instruments of transfer to the Purchaser, shall be delivered by or on behalf of the Seller to the Purchaser at Trafelet & Company, LLC, 900 Third Avenue, 5th Floor, New York, New York 10022 against payment of the aggregate Purchase Price thereof by wire transfer in immediately available funds in United States dollars.

The Purchaser agrees that if the share certificates delivered hereunder represent a number of Company Shares greater than the number of Purchased Shares, the

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

-2-

shareholder of the Company conferred by the Articles of Incorporation, the by-laws of the Company and applicable law;

-3-

contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Seller or its advisers;

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

-4-

(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

-5-

determinations and evaluations and any other factors or considerations deemed relevant by the Purchaser or its advisers;

(k) The Purchaser is not a United States person or a foreign person controlled by a United States person within the meaning of Regulation X; and

(m) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

-6-

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

-7-

(b) (i) The Transfer is being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (x) a written legal opinion of counsel, addressed to the Seller and reasonably satisfactory to the Seller, stating that the Transfer is being made in accordance with an exemption from registration under the Securities Act, (y) a no-action letter from the Commission, in effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act.

-8-

10. Confidentiality. Neither party will, without the prior written consent of the other, directly or indirectly, make any disclosure with respect to this Agreement, except as may be required by applicable law or any order, rule or regulation of any Governmental Authority; provided, that nothing in this Section 10 shall prohibit Taurus or any of its affiliates from filing a press release describing this Agreement and the transactions contemplated hereunder. Each of the Purchaser and the Seller acknowledges and agrees that the Seller or the Purchaser, as the case may be, or, in each case, an affiliate thereof will be filing this Agreement as an exhibit to a form on Schedule 13D or Schedule 13G, as applicable, it will be filing under the Exchange Act.

12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

-9-

(b)

to Delta Institutional, LP at:

Trafelet & Company, LLC

900 Third Avenue

5th Floor

New York, New York 10022

Facsimile:

Attention:

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. Dispute Resolution. All disputes arising between the parties in connection with this Agreement, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration at law in Paris, France under the Rules of Arbitration of the International Chamber of Commerce and for such purpose the following shall apply: (i) any arbitration proceedings pursuant hereto shall be conducted in the English language and the arbitration tribunal shall sit in Paris, France; and (ii) each party shall designate one arbitrator and the third arbitrator shall be designated by common agreement of those two arbitrators designated by the parties, and failing such agreement within 30 days following the date on which the later of the two arbitrators was designated, the third arbitrator shall be designated by the International Chamber of Commerce. The arbitration awards rendered pursuant hereto shall be issued in writing in the English language, shall contain the arbitration decision and the reasoning supporting it and shall be final and not subject to appeal.

-10-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/s/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary



DELTA INSTITUTIONAL, LP

By:		Trafelet & Company, LLC, as investment manager



By:		/s/ PETER J. HOFBAUER
Name:		Peter J. Hofbauer
Office:		Chief Operating Officer

-11-

Exhibit A – Form of Registration Rights Agreement

-12-

Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND DELTA INSTITUTIONAL, LP AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

-13-

EX-99.8 9 dex998.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & DELTA OFFSHORE, LTD. Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Delta Offshore, Ltd.

Exhibit 99.8

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

DELTA OFFSHORE, LTD

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Delta Offshore, Ltd, a limited company organized in the Cayman Islands (the “Purchaser”).

WHEREAS, the Seller desires to sell and the Purchaser desires to purchase certain of the Company Shares.

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 860,000 Company Shares (such 860,000 Company Shares, the “Purchased Shares”) at a price of US$5.65 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(a) The representations and warranties of the Seller contained in Section 4 hereof shall be true and correct in all material respects as of the date hereof.

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

3. Closing and Delivery of Purchased Shares. The closing of the transactions constituting the purchase and sale of the Purchased Shares (the “Closing”) shall take place at Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004. Certificates representing not less than the number of Purchased Shares to be sold under this Agreement, accompanied by instruments of transfer to the Purchaser, shall be delivered by or on behalf of the Seller to the Purchaser at Trafelet & Company, LLC, 900 Third Avenue, 5th Floor, New York, New York 10022 against payment of the aggregate Purchase Price thereof by wire transfer in immediately available funds in United States dollars.

The Purchaser agrees that if the share certificates delivered hereunder represent a number of Company Shares greater than the number of Purchased Shares, the

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

-2-

shareholder of the Company conferred by the Articles of Incorporation, the by-laws of the Company and applicable law;

-3-

contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Seller or its advisers;

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

-4-

(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

-5-

determinations and evaluations and any other factors or considerations deemed relevant by the Purchaser or its advisers;

(k) The Purchaser is not a United States person or a foreign person controlled by a United States person within the meaning of Regulation X; and

(m) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

-6-

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

-7-

(b) (i) The Transfer is being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (x) a written legal opinion of counsel, addressed to the Seller and reasonably satisfactory to the Seller, stating that the Transfer is being made in accordance with an exemption from registration under the Securities Act, (y) a no-action letter from the Commission, in effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act.

-8-

10. Confidentiality. Neither party will, without the prior written consent of the other, directly or indirectly, make any disclosure with respect to this Agreement, except as may be required by applicable law or any order, rule or regulation of any Governmental Authority; provided, that nothing in this Section 10 shall prohibit Taurus or any of its affiliates from filing a press release describing this Agreement and the transactions contemplated hereunder. Each of the Purchaser and the Seller acknowledges and agrees that the Seller or the Purchaser, as the case may be, or, in each case, an affiliate thereof will be filing this Agreement as an exhibit to a form on Schedule 13D or Schedule 13G, as applicable, it will be filing under the Exchange Act.

12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

-9-

(b)

to Delta Offhore, Ltd at:

Trafelet & Company, LLC

900 Third Avenue

5th Floor

New York, New York 10022

Facsimile:

Attention:

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. Dispute Resolution. All disputes arising between the parties in connection with this Agreement, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration at law in Paris, France under the Rules of Arbitration of the International Chamber of Commerce and for such purpose the following shall apply: (i) any arbitration proceedings pursuant hereto shall be conducted in the English language and the arbitration tribunal shall sit in Paris, France; and (ii) each party shall designate one arbitrator and the third arbitrator shall be designated by common agreement of those two arbitrators designated by the parties, and failing such agreement within 30 days following the date on which the later of the two arbitrators was designated, the third arbitrator shall be designated by the International Chamber of Commerce. The arbitration awards rendered pursuant hereto shall be issued in writing in the English language, shall contain the arbitration decision and the reasoning supporting it and shall be final and not subject to appeal.

-10-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/s/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary


DELTA OFFSHORE, LTD

By:		Trafelet & Company, LLC, as investment manager

By:		/s/ PETER J. HOFBAUER
Name:		Peter J. Hofbauer
Office:		Chief Operating Officer

-11-

Exhibit A – Form of Registration Rights Agreement

-12-

Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND DELTA OFFSHORE, LTD AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

-13-

EX-99.9 10 dex999.htm STOCK PURCHASE AGREEMENT DATED 8/6/2004 BTWN TAURUS S.A. & DELTA PLEIADES, L.P. Stock Purchase Agreement dated 8/6/2004 btwn Taurus S.A. & Delta Pleiades, L.P.

Exhibit 99.9

EXECUTION COPY

STOCK PURCHASE AGREEMENT

by and between

TAURUS INVESTMENTS S.A.

and

DELTA PLEIADES, LP

Dated as of

August 6, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated as of August 6, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), and Delta Pleiades, LP, a limited partnership organized in the State of Delaware (the “Purchaser”).

WHEREAS, the Seller desires to sell and the Purchaser desires to purchase certain of the Company Shares.

NOW, THEREFORE, in consideration of the premises, warranties, covenants and agreements contained herein, the parties agree as follows:

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Seller, 140,000 Company Shares (such 140,000 Company Shares, the “Purchased Shares”) at a price of US$5.65 per Company Share (the “Purchase Price”), upon the terms set forth in this Agreement (such transaction, the “Purchase”).

2. Condition Precedent to Transaction. The obligations of the Purchaser to complete the Purchase are subject to the following conditions:

(a) The representations and warranties of the Seller contained in Section 4 hereof shall be true and correct in all material respects as of the date hereof.

(b) The Company shall enter into the Registration Rights Agreement attached hereto as Exhibit A.

3. Closing and Delivery of Purchased Shares. The closing of the transactions constituting the purchase and sale of the Purchased Shares (the “Closing”) shall take place at Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004. Certificates representing not less than the number of Purchased Shares to be sold under this Agreement, accompanied by instruments of transfer to the Purchaser, shall be delivered by or on behalf of the Seller to the Purchaser at Trafelet & Company, LLC, 900 Third Avenue, 5th Floor, New York, New York 10022 against payment of the aggregate Purchase Price thereof by wire transfer in immediately available funds in United States dollars.

The Purchaser agrees that if the share certificates delivered hereunder represent a number of Company Shares greater than the number of Purchased Shares, the

4. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

-2-

shareholder of the Company conferred by the Articles of Incorporation, the by-laws of the Company and applicable law;

-3-

contemplated herein based on such determinations and evaluations and any other factors or considerations deemed relevant by the Seller or its advisers;

(k) Unless otherwise specified, the representations and warranties of the Seller contained in this Section 4 are made only at and as of the date hereof.

5. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

-4-

(c) The Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act;

-5-

determinations and evaluations and any other factors or considerations deemed relevant by the Purchaser or its advisers;

(k) The Purchaser is not a United States person or a foreign person controlled by a United States person within the meaning of Regulation X; and

(m) Unless otherwise specified, the representations and warranties of the Purchaser contained in this Section 5 are made only at and as of the date hereof.

6. Seller Acknowledgments and Agreements. As a material inducement to Purchaser’s agreement to consummate the Purchase, Seller acknowledges and agrees as follows:

-6-

7. Purchaser Acknowledgments and Agreements. As a material inducement to Seller’s agreement to consummate the Purchase, Purchaser acknowledges and agrees as follows:

(a) Purchaser is making the Purchase for investment purposes and not with a view to any distribution;

-7-

(b) (i) The Transfer is being made pursuant to an exemption from the registration requirements of the Securities Act or is otherwise permitted by the Securities Act and (ii) the Purchaser has, prior to the Transfer, delivered to the Seller (x) a written legal opinion of counsel, addressed to the Seller and reasonably satisfactory to the Seller, stating that the Transfer is being made in accordance with an exemption from registration under the Securities Act, (y) a no-action letter from the Commission, in effect advising that the Commission will not recommend any enforcement action in relation to the Transfer, or (z) a written acknowledgment or concurrence by the Company that the Transfer is being made in accordance with an exemption from registration under the Securities Act.

-8-

10. Confidentiality. Neither party will, without the prior written consent of the other, directly or indirectly, make any disclosure with respect to this Agreement, except as may be required by applicable law or any order, rule or regulation of any Governmental Authority; provided, that nothing in this Section 10 shall prohibit Taurus or any of its affiliates from filing a press release describing this Agreement and the transactions contemplated hereunder. Each of the Purchaser and the Seller acknowledges and agrees that the Seller or the Purchaser, as the case may be, or, in each case, an affiliate thereof will be filing this Agreement as an exhibit to a form on Schedule 13D or Schedule 13G, as applicable, it will be filing under the Exchange Act.

12. Costs and Expenses. Each party to this Agreement shall be responsible for such party’s own expenses in connection with this Agreement.

(a)

to Taurus Investments S.A. at:

48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

-9-

(b)

to Delta Pleiades, LP at:

Trafelet & Company, LLC

900 Third Avenue

5th Floor

New York, New York 10022

Facsimile:

Attention:

or to such other address, telex number or facsimile number as it is notified in writing by that party to the other parties.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. Dispute Resolution. All disputes arising between the parties in connection with this Agreement, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration at law in Paris, France under the Rules of Arbitration of the International Chamber of Commerce and for such purpose the following shall apply: (i) any arbitration proceedings pursuant hereto shall be conducted in the English language and the arbitration tribunal shall sit in Paris, France; and (ii) each party shall designate one arbitrator and the third arbitrator shall be designated by common agreement of those two arbitrators designated by the parties, and failing such agreement within 30 days following the date on which the later of the two arbitrators was designated, the third arbitrator shall be designated by the International Chamber of Commerce. The arbitration awards rendered pursuant hereto shall be issued in writing in the English language, shall contain the arbitration decision and the reasoning supporting it and shall be final and not subject to appeal.

-10-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the date and year first above written.


TAURUS INVESTMENTS S.A.

By:		/s/ J.A. THOMPSON
Name:		J.A. Thompson
Office:		Secretary

DELTA PLEIADES, LP

By:		Trafelet & Company, LLC, as investment manager

By:		/s/ PETER J. HOFBAUER
Name:		Peter J. Hofbauer
Office:		Chief Operating Officer

-11-

Exhibit A – Form of Registration Rights Agreement

-12-

Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR “BLUE-SKY” LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF AUGUST 6, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND DELTA PLEIADES, LP AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

-13-

EX-99.10 11 dex9910.htm REGISTRATION RIGHTS AGREEMENT DATED 8/6/2004 AMONG TERRA, TAURUS AND OTHERS Registration Rights Agreement dated 8/6/2004 among Terra, Taurus and others

Exhibit 99.10

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

among

TERRA INDUSTRIES INC.,

TAURUS INVESTMENTS S.A.

and

the other SHAREHOLDERS NAMED HEREIN

Dated as of

August 6, 2004

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of August 6, 2004 (the “Agreement”), among TERRA INDUSTRIES INC., a Maryland corporation (the “Company”), and TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg, and the other shareholders named on the signature pages hereto or who become a party to this Agreement subsequent to the date hereof (each referred to as a “Shareholder” and collectively as “Shareholders”). Certain capitalized terms are defined in Section 9 hereof.

WHEREAS the Shareholders have requested the Company to take certain steps to facilitate the sale to the public of certain common shares, without par value, of the Company (“Shares”) and the Company believes that it is consistent with the Company’s commercial objectives to do so.

NOW, THEREFORE, in consideration of the premises, representations and agreements contained herein, the parties agree as follows:

1. Shelf Registration Statement.

(a) Filing; Effectiveness. The Company shall:

(i) use best efforts to file no later than 60 days following the date of this Agreement an “evergreen” shelf registration statement on Form S-3 (the “Shelf Registration”) pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the “Securities Act”), providing for an offering to be made on a continuous basis of the Taurus Registrable Securities and the New Investor Registrable Securities;

(ii) use commercially reasonable efforts to cause the Shelf Registration to become effective as soon as practicable after such filing;

(iii) subject to Section 1(c), use commercially reasonable efforts to maintain in effect, supplement and amend, if necessary, the Shelf Registration, as required by the instructions applicable to such registration form or by the Securities Act or as reasonably requested by a holder of Taurus Registrable Securities or New Investor Registrable Securities; and

(iv) furnish to the holders of Taurus Registrable Securities and New Investor Registrable Securities copies of any supplement or amendment to such Shelf Registration one business day prior to such supplement, amendment or document being used and/or filed with the United States Securities and Exchange Commission (the “Commission”).

(b) Shelf Registration Procedures.

(i) If at any time the Shelf Registration ceases to be effective, then the Company shall use its best efforts to file and use its commercially reasonable efforts to cause to become effective a new “evergreen” shelf registration statement as promptly as practicable.

(ii) If, after the Shelf Registration has become effective, any stop order, injunction or other order or requirement of the Commission or other governmental agency or authority is threatened, then the Company shall use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as reasonably practicable.

(c) (i) The Company may at any time furnish to the holders of Registrable Securities a certificate signed by its chairman of the board, president, chief executive officer, chief financial officer or general counsel (a “Suspension Notice”) stating that in his or her good faith judgment following consultation with the Company’s outside securities counsel, the filing of an amendment or supplement to the Shelf Registration or a document incorporated by reference therein is necessary in order to ensure that the Shelf Registration conforms in all material respects to the requirements of the Securities Act and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Except to the extent required by law, each holder of Registrable Securities shall keep confidential and not disclose the fact that it has received a Suspension Notice; the Company agrees that any such Suspension Notice shall provide only that a suspension is in effect and shall not include any material non-public information regarding the cause for the issuance of such Suspension Notice. Upon receipt of a Suspension Notice, each holder of Registrable Securities receiving such notice shall immediately cease selling Registrable Securities pursuant to the Shelf Registration and shall discontinue use of any prospectus contained in the Shelf Registration until such holder of Registrable Securities has received written notice from the Company pursuant to Section 1(c)(iv) that the Suspension Notice is no longer in effect.

(ii) If at any time prior to the initial filing of a Shelf Registration the Company shall furnish a Suspension Notice to the holders of Registrable Securities pursuant to Section 1(c)(i), the Company may postpone the filing (but not the preparation) of the Shelf Registration for not more than 45 days upon prior notice of such postponement to the applicable holders of Registrable Securities; provided, however, that the Company shall not be permitted to postpone registration pursuant to this clause (c)(ii) more than once with respect to any Shelf Registration.

(iii) Following the effectiveness of the Shelf Registration, the Company shall be obligated to deliver to the holders of Registrable Securities with Shares registered thereunder a Suspension Notice immediately upon discovery by the Company of any condition of the type specified in Section 1(c)(i). The Company shall use commercially reasonable efforts to supplement and amend, if necessary, as promptly as practicable the Shelf Registration such that the Shelf Registration, as amended or supplemented, conforms in all material respects to the requirements of the Securities Act and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be obligated to supplement or amend the Shelf Registration if the board of directors of the Company determines in good faith following consultation with the Company’s outside securities counsel that the Company has pending or in process a material transaction, the disclosure of which would materially and adversely affect the Company or the market for its securities, or the Company has

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undisclosed material information that the Company has a bona fide business purpose for preserving as confidential and which in each case would be required by the securities laws to be disclosed in the Shelf Registration; provided, further, that (i) the Company shall be entitled to exercise such right pursuant to the foregoing proviso no more than twice in any period of 12 consecutive months and for no more than 90 days in any period of 12 consecutive months and (ii) the Company shall not be entitled to exercise such right during the 60 days following the effective date of the Shelf Registration.

(iv) The Company shall be obligated to promptly notify the holders of Registrable Securities with Shares registered under a Shelf Registration in writing once (A) the Shelf Registration has been supplemented or amended, including by the filing of a document incorporated therein by reference, in a manner that has corrected the condition that was the subject of such Suspension Notice or (B) the Suspension Notice is otherwise no longer in effect due to the cessation of the condition that was the subject of such Suspension Notice.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to the terms of Sections 2(b) and 2(c) hereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the date of the Company’s notice.

(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten registration, and the managing underwriters in good faith advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, (the “Company Acceptable Price Range”), the Company shall include in such registration the maximum number of securities which in the opinion of such underwriters can be sold in an orderly manner within the Company Acceptable Price Range according to the following priority:

(i) The Company may sell up to $50.0 million of securities before any holder of Registrable Securities may sell any Registrable Securities.

(ii) If the Company takes less than its $50.0 million minimum allotment, the MCC Creditors may sell MCC Registrable Securities in an amount up to 40% of the shortfall, Taurus may sell Taurus Registrable Securities in an amount up to 40% of the shortfall, and the New Investors may sell New Investor Registrable Securities in an amount up to 20% of the shortfall. Any amounts not desired to be sold by any of the holders of Registrable Securities will be split by the holders of Registrable Securities desiring to sell additional Registrable Securities in proportion to these percentages.

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(iii) For any offering in excess of $50.0 million, the MCC Creditors may sell MCC Registrable Securities in an amount up to 40% of the excess, Taurus may sell Taurus Registrable Securities in an amount up to 40% of the excess, and the New Investors may sell New Investor Registrable Securities in an amount up to 20% of the excess. Any amounts not desired to be sold by any of the holders of Registrable Securities will be split by the holders of Registrable Securities desiring to sell additional Registrable Securities in proportion to these percentages.

(iv) Such other securities as the Company may permit.

With respect to clauses (ii) and (iii) of this Section 2(d), each MCC Creditor may sell a pro rata share of the MCC Creditors’ 40% allotment in proportion to such MCC Creditor’s ownership of MCC Registrable Securities at the time of such underwritten registration (after deducting from the MCC Registrable Securities the Shares, if any, held by any MCC Creditor not participating in such underwritten registration), and each New Investor may sell a pro rata share of the New Investors’ 20% allotment in proportion to the amount of Shares held as a New Investor that are sought by each New Investor to be included in the offering. If the MCC Transaction is not consummated, the percentages allocable to the Taurus Registrable Securities and the New Investor Registrable Securities shall be 66.67% and 33.33%, respectively.

3. Registration Expenses.

(a) “Registration Expenses” are all reasonable and documented “out-of-pocket” expenses of the Company arising from the preparation and initial filing of the Shelf Registration or any Demand Registration and all amendments or commitments thereto required for effectiveness, including without limitation (a) all Commission and any National Association of Securities Dealers registration and filing fees and expenses, (b) all fees and expenses in connection with the qualification of the Registrable Securities (or any Shares being offered by the Company) for offering and sale under the state securities and blue sky laws, including reasonable fees and qualifications, (c) all expenses relating to the preparation, printing, distribution and reproduction of the Shelf Registration or any Demand Registration, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the certificates representing the Common Shares or other equity securities to be sold and all other documents relating hereto, (d) fees and expenses of any escrow agent or custodian, (e) fees, disbursements and expenses of counsel and independent certified public accountants of the Company and (f) all fees and expenses (including listing and qualification fees) in connection with the listing or admission to quotation of the Registrable Securities (or any Shares being offered by the Company).

(b) Each holder of securities included in any registration hereunder (including the Company in the case of a Piggyback Registration) shall pay those Registration Expenses allocable to the registration or offering of such holder’s securities, and any Registration Expenses not so allocable shall be borne (i) in the case of either the Shelf Registration or the Demand Registration, by all holders of Registrable Securities registering Registrable Securities in proportion to the number of Registrable Securities to be registered and (ii) in the case of an offering of Registrable Securities, by all holders of Registrable Securities offering Registrable

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Securities (including the Company in the case of a Piggyback Registration) in proportion to the number of Registrable Securities to be offered. The holders of Taurus Registrable Securities shall pay all of the Registration Expenses allocable to both the Taurus Registrable Securities and the New Investor Registrable Securities (other than any underwriting discounts and commissions and transfer taxes, which amount shall be borne by each such holder with respect to its Registrable Securities) up to an amount equal to $200,000 and any amounts in excess of such amount shall be borne by each of them proportionally as provided above.

4. Underwritten Offerings.

(a) If, prior to the deadline for the filing of its Form 10-Q for the second fiscal quarter of 2005, the Company has not completed a primary offering of securities in which (i) the holders of Taurus Registrable Securities were given the opportunity to sell at least $20 million of Taurus Registrable Securities, (ii) the holders of New Investor Registrable Securities were given the opportunity to sell at least $10 million of New Investor Registrable Securities, and (iii) the holders of MCC Registrable Securities were given the opportunity to sell at least $20 million of MCC Registrable Securities, any holders of Registrable Securities constituting more than 10% of the Company’s then outstanding Shares may request on not more than one occasion that the Company effect an underwritten offering of the Registrable Securities (the “Underwritten Demand”).

(b) Within 20 days after such request, the Company may upon written notice to the requesting holders, determine to sell securities in such offering, in which case the rights of the holders of Registrable Securities shall be governed by Section 2 hereof and, unless the holders of Registrable Securities are given the opportunity in such offering to sell at least the amount of Shares set forth in Section 4(a), then the holders of Registrable Securities shall be entitled to request an additional Underwritten Demand as provided in Section 4(a).

(c) If the Company has determined not to sell any securities in the offering, then, within 20 days after receipt of any such request, the Company shall give written notice of such requested underwritten offering to all other holders of Registrable Securities and, subject to the terms of Section 4(f), shall include in such offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the date of the Company’s notice. The holders of a majority of Registrable Securities being offered shall have the right to retain and select an investment banker to administer the offering (including approval of the price and underwriting discount), subject to the Company’s approval which shall not be unreasonably withheld.

(d) No person may participate in any registration hereunder which is underwritten unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the person or persons entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters, provided that no holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

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(e) Any holder of MCC Registrable Securities desiring to sell in such underwritten offering may request registration under the Securities Act of all or any portion of its Registrable Securities (a “Demand Registration”) if registration under the Securities Act is required to facilitate participation by the holders of MCC Registrable Securities in the offering. The Company may register the MCC Registrable Securities by any means permissible under applicable law to permit the participation by the MCC Creditors in such underwritten offering.

(f) If in connection with the underwritten offering contemplated by this Section 4, the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (the “Majority Acceptable Price Range”), the Company shall include in such registration, prior to the inclusion of any securities which are not Registrable Securities, the maximum number of Registrable Securities requested to be included which in the good faith opinion of such underwriters can be sold in an orderly manner within the Majority Acceptable Price Range, according to the following priority: (i) first, the MCC Creditors may sell MCC Registrable Securities in an amount up to 40% of the offering amount, Taurus may sell Taurus Registrable Securities in an amount up to 40% of the offering amount, and the New Investors may sell New Investor Registrable Securities in an amount up to 20% of the offering amount with any amounts not desired to be sold by any of the holders of Registrable Securities split by the holders of Registrable Securities desiring to sell additional Registrable Securities in proportion to these percentages and (ii) second, other securities permitted to be included by the Company; provided, that with respect to clause (i) of this Section 4(g), each MCC Creditor may sell a pro rata share of the MCC Creditors’ 40% allotment in proportion to such MCC Creditor’s ownership of MCC Registrable Securities at the time of such underwritten registration (after deducting from the MCC Registrable Securities the Shares, if any, held by any MCC Creditor not participating in such underwritten registration), and each New Investor may sell a pro rata share of the New Investors’ 20% allotment in proportion to the amount of Shares held as a New Investor that are sought by each New Investor to be included in the offer; and provided, further, that if the MCC Transaction is not consummated, the percentages allocable to the Taurus Registrable Securities and the New Investor Registrable Securities shall be 66.67% and 33.33%, respectively.

(g) The Company may postpone the Underwritten Demand (including the filing of a Demand Registration in connection therewith) by issuance of a Suspension Notice as provided in Section 1(c), which provision shall apply equally to any Demand Registration.

5. Registration Procedures.

In connection with any registration hereunder, the Company will:

(a) in connection with the Underwritten Demand, enter into customary agreements (including underwriting agreements in customary form) if requested by a majority of the holders of Registrable Securities requesting such underwritten offering. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with

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respect to secondary distributions, including, without limitation, customary indemnification and contribution provisions, and customary agreements as to the provision of opinions of counsel and accountants’ letters. The holders of Registrable Securities on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement and such agreement will contain such representations and warranties by the holders of Registrable Securities and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions, including, without limitation, customary representations, warranties or agreements regarding such holder’s title to Registrable Securities and indemnification with respect to any written information provided by such holder of Registrable Securities to the Company expressly for inclusion in the related registration statement. The representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters, shall also be made to and for the benefit of such holders of Registrable Securities.

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

(c) furnish to each selling holder and the underwriters, if any, such number of copies of such registration statement, any amendments thereto, any documents incorporated by reference therein, the prospectus, including a preliminary prospectus in conformity with the requirements of the Securities Act, and such other documents as such selling holder or underwriters may reasonably request in order to facilitate the public sale or other disposition of the securities owned by such selling holder;

(d) file and use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such other securities or state securities or “blue sky” laws of such jurisdictions as each selling holder shall request, and do any and all other acts and things that may be necessary under such state securities or “blue sky” laws to enable such selling holder to consummate the public sale or other disposition in such jurisdictions of the securities owned by such selling holder, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified;

(e) if reasonably requested by the managing underwriter or underwriters (if any), any selling holder, or such selling holder’s counsel, promptly incorporate into a prospectus supplement or post-effective amendment such information as such person requests to be included therein, including, without limitation, with respect to the securities being sold by such selling holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of an underwritten offering of the securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

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(f) cause the securities covered by such registration statement to be listed on the national securities exchange or quoted on the quotation system on which the Shares are then listed or quoted;

(g) in connection with the Underwritten Demand, participate, to the extent reasonably requested by the managing underwriter for the offering or the holders, in customary efforts to sell the securities being offered, and cause such steps to be taken as to ensure such good faith participation of senior management officers of the Company in “road shows” as is customary;

(h) in connection with the Underwritten Demand, cooperate with each holder and each underwriter participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc., including, if appropriate, the pre-filing of a prospectus as part of a shelf registration statement in advance of an underwritten offering;

(i) otherwise cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents reasonably necessary to effect the offering and sale of the Registrable Securities as contemplated hereunder; and

(j) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case no later than the effective date of such registration.

6. Representations and Warranties by the Company.

The Company represents and warrants to, and agrees with, each holder of Registrable Securities that:

(a) each registration statement, as supplemented or amended, covering Registrable Securities at its effective date and each prospectus (including any preliminary prospectus) as of the date of such prospectus, or, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement related thereto, will conform in all material respects to the requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the effective date of such registration statement when a prospectus would be required to be delivered under the Securities Act, other than from such time as the Company has delivered a Suspension Notice to such holder of Registrable Securities pursuant to Section 1(c) until such time as the Company has delivered a notice withdrawing such Suspension Notice to such holder of Registrable Securities, each such registration statement and each prospectus contained therein, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information

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furnished in writing to the Company by a holder of Registrable Securities expressly for use therein;

(b) any documents incorporated by reference in any prospectus referred to in Section 4, when they become or became effective or are or were filed with the Commission, as the case may be, as then amended or supplemented, will conform or conformed in all material respects to the requirements of the Securities Act or the United States Securities Exchange Act of 1934, as amended, as applicable, and none of such documents will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein;

(c) the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the property or assets of the Company or any subsidiary is subject, or (ii) result in any violation of the provisions of the Articles of Incorporation or By-Laws of the Company as currently in effect or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except the registration under the Securities Act of the Registrable Securities and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offering and distribution of the Registrable Securities.

7. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers, directors, partners, employees and agents and each person who controls such holder (within the meaning of the Securities Act) against all losses, claims, actions, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and to pay to each holder of Registrable Securities, its officers, directors, partners, employees and agents and each person who controls such holder (within the meaning of the Securities Act), as incurred, any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except insofar as (i) the same are caused by or

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contained in any information furnished in writing to the Company by such holder expressly for use therein, (ii) by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same, or (iii) such holder’s failure to comply with Section 1(c) hereof.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, partners, employees and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder, (ii) such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same, or (iii) such holder’s failure to comply with Section 1(c) hereof.

(c) Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.

8. Termination.

(a) This Agreement may be terminated at any time by written consent by each of the parties hereto. Subject to Section 9(g), this Agreement shall be terminated automatically with respect to a holder of Registrable Securities upon the sale, transfer, assignment or other disposal by such holder of all of such holder’s Registrable Securities. The Shares held by any holder of Registrable Securities shall cease to constitute Registrable Securities at such time as

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such Shares may be sold pursuant to Rule 144 (or any successor rule) under the Securities Act in a single transaction.

(b) Upon termination of this Agreement none of the parties shall have any further liability hereunder, except with respect to Section 7 hereof.

9. Definitions.

(a)

“Affiliate” has the meaning set forth in the Securities Act.

(b)

“MCC” means Mississippi Chemical Corporation, a debtor and debtor-in-possession in a chapter 11 bankruptcy case pending in the United States Bankruptcy Court for the Southern District of Mississippi.

(c)

“MCC Creditors” means the unsecured creditors of MCC receiving Shares pursuant to a chapter 11 plan of reorganization of MCC to the extent such creditor, together with its Affiliates, holds MCC Registrable Securities constituting at least 1% of the Company’s outstanding Shares and to the extent such creditor agrees to become a party to this Agreement and to be bound by the terms and provisions of this Agreement applicable to the MCC Creditors by executing a signature page hereto.

(d)

“MCC Registrable Securities” means (i) the Shares distributed by MCC to the MCC Creditors pursuant to a chapter 11 plan of reorganization of MCC, (ii) any Shares issued to the MCC Creditors upon a redemption of the Parent Preferred Stock (issued pursuant to and as defined in the Stock Purchase Agreement by and among the Company, MCC and MissChem Acquisition Inc.) distributed by MCC to the MCC Creditors pursuant to a chapter 11 plan of reorganization of MCC, and (iii) any Shares issued or issuable with respect to any such Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

(e)

“MCC Transaction” means the purchase by the Company of MCC.

(f)

“New Investors” means each of Värde Investment Partners, L.P., Seneca Capital LP, Seneca Capital International Ltd., Delta Onshore, LP, Delta Institutional, LP, Delta Offshore, Ltd. Delta Pleiades, LP, Perry Partners, L.P. and Perry Partners International, Inc.

(g)

“New Investor Registrable Securities” means the 12.5 million Shares purchased in the aggregate by the New Investors from Taurus pursuant to purchase agreements, dated as of the date hereof, by and between Taurus and each New Investor (each, a “Purchase Agreement”), any Shares issued or issuable with respect to such Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

(h)

“Registrable Securities” means the Taurus Registrable Securities, the New Investor Registrable Securities and the MCC Registrable Securities.

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(i)

“Taurus” means Taurus Investments S.A.

(j)

“Taurus Registrable Securities” means (i) 17.5 million Shares minus (ii) the number of Shares transferred by Taurus to the New Investors on the date hereof plus (iii) in the event that Terra has consummated or terminated the MCC Transaction, the number of additional Shares held by Taurus on which Terra and Taurus shall reasonably agree, taking into account the consummation or termination, as the case may be, of such transaction and Section 382 of the United States Tax Code of 1986, as amended, and the rules and regulations promulgated thereunder.

10. Miscellaneous.

(a) Lock-Up. If advised by the relevant lead underwriter that a lock-up is, in the good faith determination of such lead underwriter, advisable in connection with an underwritten primary offering by the Company (other than pursuant to a registration statement on Form S-8), each holder of Registrable Securities agrees (and no holder of Registrable Securities will be permitted to agree separately with the Company or any underwriter for more favorable lock-up terms) to cease sales of all other securities of the Company (other than any securities included in the registration statement relating to such primary offering) until (i) the earlier of (A) the expiration of the period of time (not to exceed 90 days) so requested by the lead underwriter; and (B) termination of the offering efforts.

(b) No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to any Shares, Registrable Securities or any other securities that would be inconsistent with the terms contained in this Agreement. The Company further represents and warrants that, in the event it grants any person registration rights at any time within the six months following the effective date of the Shelf Registration, the holders of Registrable Securities shall be entitled to participate on a pro rata basis in any such registrations.

(c) Specific Performance. The parties hereto acknowledge that there would be no determinable amount of damages and no adequate remedy at law if the Company breached any of the provisions and obligations of the Agreement and that the holders of Registrable Securities from time to time may be irreparably harmed. The parties hereto agree that the holders of Registrable Securities, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company under this Agreement in any court having jurisdiction.

(d) Notices. All notices, requests, claims or demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, when delivered personally or by courier, three days after being dispatched by express courier, or when received by facsimile transmission if promptly confirmed by foregoing means to the following address or, in the case of any other Shareholder, the address set forth on the signature pages hereto:

to Taurus Investments S.A. at:

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48 rue de Bragance, L-1255, Luxembourg

Facsimile: +352 404 110 250

Attention: Company Secretary

with a copy to Anglo American plc at:

20 Carlton House Terrace, London SW1Y 5AN, U.K.

Facsimile: +44 207 698 8755

Attention: Company Secretary

to the Company at:

Terra Centre, 600 Fourth Street, Sioux City, Iowa 51102, U.S.A.

Facsimile: +1 712 279 8719

Attention: General Counsel

with a copy to Kirkland & Ellis LLP at:

200 East Randolph Drive, Chicago, Illinois 60601, U.S.A.

Facsimile: +1 312 861 2200

Attention: Carter W. Emerson, P.C.

to Seneca Capital LP at:

c/o Seneca Capital Advisors, LLC

950 Third Avenue, New York, 10022, U.S.A.

Facsimile: +1 212 758 6060

Attention: Doug Hirsch

to Seneca Capital International Ltd. at:

c/o Seneca Capital Investments, LLC

950 Third Avenue, New York, 10022, U.S.A.

Facsimile: +1 212 758 6060

Attention: Doug Hirsch

to Perry Partners L.P. at:

599 Lexington Avenue, 36th Floor, New York, 10022, U.S.A.

Facsimile: +1 212 583 4099

to Perry Partners International, Inc. at:

c/o CITCO Fund Services (Cayman Islands) LTD

Corporate Center, West Bay Rd.

P.O. Box 31106 SMB, Grand Cayman, Cayman Islands

Facsimile: +1 345 949 3877

with a copy to Perry Corp. at:

599 Lexington Avenue, 36th Floor, New York, 10022, U.S.A.

Facsimile: +1 212 583 4099

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to Värde Investment Partners, L.P. at:

Värde Investment Partners, L.P.

8500 Normandale Lake Blvd. Suite 1570

Minneapolis, MN 55437-3813

Facsimile: + 1 952 893 9613

Attention: Marcia Page or Jeff Thuringer

(e) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(f) Arbitration. The parties irrevocably agree that any dispute arising out of or relating to this Agreement shall be settled by arbitration between the parties in accordance with the arbitration rules of the International Chamber of Commerce (“ICC”) as in effect at the time of submission of the dispute to such arbitration. Such arbitration shall be the exclusive method for resolution of the dispute, and the determination of the arbitrators shall be final and binding. The costs of the arbitration, and the reasonable and related legal and other costs of the party prevailing in the arbitration, shall be borne by the party who does not prevail. The arbitral award shall specify which such party or parties is the “prevailing party” for this purpose. The number of arbitrators shall be three. The holders of Registrable Securities on the one hand and the Company on the other hand shall each act as one party for purposes of appointing arbitrators under the ICC arbitration rules. The place of arbitration shall be Toronto, Canada and the arbitration shall be conducted in the English language. The arbitrators shall decide the merits of such dispute in accordance with the laws of the State of New York.

(g) Assignment. Following prior notice of such assignment to the Company, each of the holders of Registrable Securities may assign its rights or obligations hereunder (i) to any of it Affiliates to whom it transfers its Registrable Securities or (ii) to any other person to whom it transfers at least 50% of the Registrable Securities held by such Shareholder as of the date such Shareholder became a party to this Agreement; provided that, in the case of clause (ii), this Agreement shall terminate with respect to any such transferee upon a transfer by such transferee (other than to such transferee’s Affiliates) of its Registrable Securities. Each such assignee shall agree to become a party to this Agreement and be bound by the terms and provisions hereof.

(h) Headings. The descriptive headings of the several Sections and paragraphs of this Agreement are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

(i) Entire Agreement; Amendments. This Agreement sets forth the agreements and understandings as to the matters contained herein only between the Company on the one hand and each individual Shareholder on the other. This Agreement does not set forth, and should not be implied to create, any agreement or understanding between or among any holders of Registrable Securities as to any matters (other than with respect to the payment of Registration Expenses). This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular

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instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of a majority of the Registrable Securities, unless (i) such amendment or waiver disproportionately affects the rights of any class of Registrable Securities, in which case such amendment or waiver shall require the written consent of the holders of a majority of such class of Registrable Securities or (ii) such amendment or waiver disproportionately affects the rights of any holder of Registrable Securities, in which case such amendment or waiver shall require the written consent of such holder; provided further that consent of the holders of Registrable Securities shall not be required to join any MCC Creditor or any assignee permitted hereunder as a party to this Agreement.

(j) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(k) Effectiveness of Agreement. This Agreement shall not become effective as to any New Investor until such New Investor consummates its purchase of the New Investor Registrable Securities to be purchased by such New Investor pursuant to the Purchase Agreement to which it is a party.

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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the date first written above.


TERRA INDUSTRIES INC.

By:
		Name: Title:

Signature Pages to Registration Rights Agreement


TAURUS INVESTMENTS S.A.

By:
		Name: Title: Shares

Signature Pages to Registration Rights Agreement


VÄRDE INVESTMENT PARTNERS, L.P.

By:		Värde Investment Partners G.P., LLC, its General Partner

By:		Värde Partners, L.P., its Managing Member

By:		Värde Partners, Inc., its General Partner

By:
		Name: Title: Shares

Signature Pages to Registration Rights Agreement


SENECA CAPITAL LP

By:
		Name: Doug Hirsch Title: Managing Member of Seneca Capital Advisors, LLC, as General Partner of Seneca Capital LP 800,000 Shares


SENECA CAPITAL INTERNATIONAL LTD.

By:
		Name: Doug Hirsch Title: Managing Member of Seneca Capital Investments, LLC, as Investment Advisor to Seneca Capital International LTD. 1,700,00 Shares

Signature Pages to Registration Rights Agreement


DELTA ONSHORE, LP

By:		Trafelet & Company, LLC as investment Manager

By:		Peter J. Hofbauer as Chief Operating Officer

By:
		Name: Title: Shares


DELTA INSTITUTIONAL, LP

By:		Trafelet & Company, LLC as investment Manager

By:		Peter J. Hofbauer as Chief Operating Officer

By:
		Name: Title: Shares

Signature Pages to Registration Rights Agreement


DELTA OFFSHORE, LTD.

By:		Trafelet & Company, LLC as investment Manager

By:		Peter J. Hofbauer as Chief Operating Officer

By:
		Name: Title: Shares


DELTA PLEIADES, LP

By:		Trafelet & Company, LLC as investment Manager

By:		Peter J. Hofbauer as Chief Operating Officer

By:
		Name: Title: Shares

Signature Pages to Registration Rights Agreement


PERRY PARTNERS, L.P.

By:		Perry Corp., its General Partner

By:
		Name: Title: Shares


PERRY PARTNERS INTERNATIONAL, INC.

By:		Perry Corp., its Investment Manager

By:
		Name: Title: Shares

Signature Pages to Registration Rights Agreement

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