Amendment No. 23 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, LNxxWQRzcs7u1wbDGk3kQitueviT+4PJVDBTjGGJvAKOTaB97eRL+IrpJqwNML1I Vzl5FM+NoYTcziqI+5wmQA== 0001193125-04-213529.txt : 20041215 0001193125-04-213529.hdr.sgml : 20041215 20041215131257 ACCESSION NUMBER: 0001193125-04-213529 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20041215 DATE AS OF CHANGE: 20041215 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: 041204100 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 IRS NUMBER: 000000000 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. 23 TO SCHEDULE 13D Amendment No. 23 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)

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)

December 13, 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 9 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 England and Wales

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) 32.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 3 of 9 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) 32.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 457729101		SCHEDULE 13D		Page 4 of 9 Pages

Item 1. Security and Issuer.

This Amendment No. 23 to the Schedule 13D, dated August 3, 1983, of Minerals and Resources Corporation (as amended by Amendments Nos. 1 through 22, 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. 23.

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 December 13, 2004, Taurus and certain purchasers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) pursuant to which Taurus agreed to sell 25,060,725 Common Shares of Terra, or approximately 32.2% of the outstanding capital stock of Terra (the “Sale”), to the Purchasers. Taurus expects the Sale to result in net proceeds of approximately US$175,900,000, after deduction of fees and expenses payable to Lazard Frères & Co. LLC (“Lazard”), pursuant to an engagement letter agreement, dated November 1, 2004, as supplemented on December 13, 2004 (as so supplemented, the “Lazard/Taurus Letter Agreement”), subject to adjustment pursuant thereto. Upon the consummation of the Sale, Anglo and Taurus will cease to own any Common Shares of Terra.

In connection with the Sale, on December 13, 2004, Taurus and Terra entered into a letter agreement (the “Terra/Taurus Letter Agreement”), pursuant to which Taurus has agreed to make a payment to Terra if, as a consequence of the efforts by Taurus and others on its behalf in preparation for the Sale, the market price of Terra’s Common Shares falls and as a consequence Terra becomes obligated to issue additional shares pursuant to its acquisition of Mississippi Chemical Corporation.

On December 13, 2004, Taurus and Seneca Capital LP and Seneca Capital International Ltd. (collectively, “Seneca”) entered into a letter agreement (the “Seneca Letter Agreement”) to clarify certain terms in the Stock Purchase Agreement.

Pursuant to the Lazard/Taurus Letter Agreement, Taurus has agreed that it will not (i) prior to March 15, 2005 without Lazard’s prior written consent, sell any shares of capital stock of Terra or any securities convertible into, or exercisable or exchangeable for such capital stock, in each case other than in a sale that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), and (ii) prior to January 15, 2005 without Lazard’s prior written consent, directly or indirectly, establish a put equivalent position with respect to any shares of capital stock of Terra held by Taurus.

The foregoing discussion is qualified in its entirety by reference to the Stock Purchase Agreement, the Terra/Taurus Letter Agreement, the Lazard/Taurus Letter Agreement and the Seneca Letter Agreement, which are incorporated herein by reference.”

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.


CUSIP No. 457729101		SCHEDULE 13D		Page 5 of 9 Pages

As of the date hereof, and prior to the consummation of the Sale, Anglo American and Taurus are deemed to beneficially own 25,060,725 Common Shares of Terra, or 32.2% of the total number of outstanding Common Shares of Terra, as reported to Anglo American and Taurus by Terra.

(b) Prior to the consummation of the Sale, Taurus has sole voting and dispositive power with respect to 25,060,725 Common Shares of Terra, or 32.2% of the outstanding Common Shares of Terra. Prior to the consummation of the Sale, Anglo American, through its subsidiary Taurus, has sole voting and dispositive power with respect to 25,060,725 Common Shares of Terra, or 32.2% 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) The net proceeds to be received by Taurus from the Sale may be subject to certain adjustments set forth in the Lazard/Taurus Letter Agreement.

(e) Not applicable.”

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 December 13, 2004, Taurus and the Purchasers entered into the Stock Purchase Agreement pursuant to which Taurus agreed to sell 25,060,725 Common Shares of Terra, or approximately 32.2% of the outstanding capital stock of Terra, to the Purchasers at a price of US$7.50 per share. Taurus expects the Sale to result in net proceeds of approximately US$175,900,000, after deduction of fees and expenses payable to Lazard, pursuant to the Lazard/Taurus Letter Agreement, subject to adjustment pursuant thereto. The Stock Purchase Agreement contains certain representations and warranties by Taurus and each of the Purchasers that are commonly found in agreements relating to transactions comparable to the Sale.

In connection with the Sale, on December 13, 2004, Taurus and Terra entered into the Terra/Taurus Letter Agreement, pursuant to which Taurus has agreed to make a payment to Terra if, as a consequence of the efforts by Taurus and others on its behalf in preparation for the Sale, the market price of Terra’s Common Shares falls and as a consequence Terra becomes obligated to issue additional shares pursuant to its acquisition of Mississippi Chemical Corporation.

On December 13, 2004, Taurus and Seneca Capital LP entered into the Seneca Letter Agreement to clarify certain terms in the Stock Purchase Agreement.

Pursuant to the Lazard/Taurus Letter Agreement, Taurus has agreed that it will not (i) prior to March 15, 2005 without Lazard’s prior written consent, sell any shares of capital stock of Terra or any securities convertible into, or exercisable or exchangeable for such capital stock, in each case other than in a sale that is exempt from the registration requirements of the Securities Act, and (ii) prior to January 15, 2005 without Lazard’s prior written consent, directly or indirectly, establish a put equivalent position with respect to any shares of capital stock of Terra held by Taurus.

Item 7. Material to be filed as Exhibits.

The following documents are hereby added as exhibits:


Exhibit		Document
99.1		Stock Purchase Agreement, dated December 13, 2004, by and among Taurus Investments S.A. and the purchasers named therein.

99.2		Letter Agreement, dated December 13, 2004, by and between Terra Industries Inc. and Taurus Investments S.A.

99.3		Engagement Letter Agreement, dated November 1, 2004, by and between Lazard Frères & Co. LLC and Taurus Investments S.A.

99.4		Letter Agreement, dated December 13, 2004, by and between Lazard Frères & Co. LLC and Taurus Investments S.A.

99.5		Letter Agreement, dated December 13, 2004, by and among Taurus Investments S.A., Seneca Capital LP and Seneca Capital International Ltd.


CUSIP No. 457729101		SCHEDULE 13D		Page 6 of 9 Pages

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: December 15, 2004


ANGLO AMERICAN plc

By:		/s/ B. Keisler
Name:		B. Keisler
Title:		Executive Vice President, General Counsel

TAURUS INVESTMENTS S.A.

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


CUSIP No. 457729101		SCHEDULE 13D		Page 7 of 9 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 8 of 9 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 9 of 9 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, L-1255 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, L-1255 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:		Mr A. F. Pace-Bonello (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, L-1255 Luxembourg
Principal Occupation:		General Manager, Anglo American Luxembourg S.A.

Name:		Miss J.A. Thompson (Director)
Citizenship:		British
Business Address:		48 rue de Bragance, L-1255 Luxembourg
Principal Occupation:		Company Secretary, Anglo American Luxembourg S.A.

EX-99.1 2 dex991.htm STOCK PURCHASE AGREEMENT, DATED DECEMBER 13, 2004 Stock Purchase Agreement, dated December 13, 2004

Exhibit 99.1

STOCK PURCHASE AGREEMENT

by and among

TAURUS INVESTMENTS S.A.

AND

THE PURCHASERS NAMED HEREIN

Dated December 13, 2004

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, dated December 13, 2004 (this “Agreement”), is made by TAURUS INVESTMENTS S.A., a company incorporated in the Grand Duchy of Luxembourg (the “Seller”), on the one hand, and each of the parties that is a signatory hereto (each, a “Purchaser”, and together, the “Purchasers”), on the other hand.

WHEREAS, the Seller is the registered holder of 25,060,725 issued and outstanding common shares, without par value (the “Company Shares”), of Terra Industries Inc., a corporation incorporated in the State of Maryland, United States of America (the “Company”); and

WHEREAS, the Seller desires to sell the Company Shares and each of the Purchasers 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, the Seller shall sell, transfer and assign to each Purchaser, and such Purchaser shall purchase from the Seller, such number of Company Shares as are set forth next to such Purchaser’s name on the applicable signature page at the end of this Agreement (such Company Shares, the “Purchased Shares”) at a price of US$7.50 per Company Share (the aggregate price for the Purchased Shares purchased by each Purchaser, the “Purchase Price”), upon the terms set forth in this Agreement (each such transaction, the “Purchase”, and such transactions collectively, the “Purchases”).

2. Several Nature of Obligations. The obligations of the Purchasers in this Agreement are several and not joint. Breach or default by any Purchaser of any of its obligations hereunder shall not relieve any other Purchaser of any of its obligations hereunder.

3. Condition Precedent to the Purchase.

(a) The obligations of the Seller to complete the Purchases are subject to the condition that Lazard Frères & Co. LLC (“Lazard”) shall have executed and delivered to the Seller a certificate in form and substance satisfactory to the Seller describing the procedures that Lazard followed in connection with the Purchases.

(b) The obligations of each Purchaser to complete its Purchase are subject to the condition that the Company have executed and delivered to such Purchaser a Registration Rights Agreement for the benefit of such Purchaser containing in all material respects the terms and conditions set forth in Exhibit A.

4. Closing and Delivery of Purchased Shares. The closing of the several transactions constituting the purchase and sale of the Purchased Shares (the “Closing”) shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 a.m. on December 20, 2004. One or more share certificates representing not less than the number of Purchased Shares to be sold to each Purchaser under this Agreement, accompanied by an instrument of transfer to such Purchaser, shall be delivered by or on behalf of the Seller to such Purchaser at the Closing, against payment of the Purchase Price therefor by wire transfer of United States dollars in immediately available funds to the account of Lazard as set forth in Exhibit B or such other bank account of the Seller or any of its affiliates designated by the Seller in writing no later than the Business Day immediately preceding the Closing Date. “Business Day” means any day other than (a) a Saturday, Sunday or legal holiday in New York City or London, or (b) a day on which the commercial banks in New York City or London are authorized or required by law or executive order to close.

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

5. Representations and Warranties of Seller. The Seller represents and warrants to each 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 power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement 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, (ii) any instrument, contract or other agreement to which the Seller is a party or by which the Seller is bound or to which 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 Seller to comply with its obligations hereunder, or (iii) any law or statute or any order, rule or regulation of any court or governmental agency or body or any stock exchange authority or self-regulatory organization (each, a “Governmental Authority”), in each case having jurisdiction over the Seller or any of its subsidiaries or

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any of their properties; 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 being sold by the Seller to such Purchaser under this Agreement;

(b) The Seller is, and immediately prior to delivery of such Purchased Shares to such Purchaser will be, the true, lawful and sole record owner of such Purchased Shares, and has and will have valid title to such Purchased Shares, free and clear of all liens, encumbrances, equities or claims, and such Purchaser, when such Purchased Shares are delivered as provided in this Agreement, will be entitled to the rights of a shareholder of the Company conferred by the Articles of Incorporation and the by-laws of the Company;

(c) Such Purchased Shares are not subject to any conflicting sale, transfer, assignment, or any agreement (other than this Agreement) to assign, convey, or transfer, in whole or in part, any of such Purchased Shares, and upon consummation of such Purchase, such Purchaser will receive valid title to such 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 any such Governmental Authority or threatened by others;

(e) Neither the Seller nor any person 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 United States Securities Act of 1933, as amended (the “Securities Act”); and

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

6. Representations and Warranties of the Purchaser. Each Purchaser severally represents and warrants in respect of itself to the Seller that:

(a) Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all the requisite right, power and authority, and has taken all actions necessary, to execute, deliver and perform its obligations under this Agreement. This Agreement is a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, subject to

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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 such Purchaser, the compliance by such Purchaser with all of the provisions of, and the performance by such 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 such Purchaser, (ii) any instrument, contract or other agreement to which such Purchaser is a party or by which such Purchaser is bound or to which 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 such Purchaser to comply with its obligations hereunder, or (iii) any law or statute or any order, rule or regulation of any Governmental Authority having jurisdiction over such Purchaser or any of its subsidiaries or any of their properties and no consent, approval, authorization, order, registration, clearance or qualification or notification of, with or to any such Governmental Authority is required for the purchase of such Purchased Shares by such Purchaser under this Agreement;

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

(c) Such Purchaser is (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act and (ii) a “qualified institutional buyer” within the meaning of Rule 144A(a) under the Securities Act;

(d) Such Purchaser is acting as a principal and not as an agent in connection with this Agreement and the transactions contemplated herein. In particular, such Purchaser is acquiring such Purchased Shares for such 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) Such 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 such Purchaser in connection with this Agreement;

(f) Such 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

-4-

this Agreement is consistent with such Purchaser’s objectives. Without limitation of the foregoing, or of any other provisions of this Agreement, such 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 such 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 such Purchaser 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 such Purchaser or its advisers;

(g) Such Purchaser has sufficient information to make an informed investment decision with respect to the Purchased Shares;

(h) Such Purchaser acknowledges that the share certificates for the Purchased Shares will contain a legend substantially in the form of the legend in Exhibit C (and such legend may be removed only when the Purchased Shares have met the requirements for Transfer set forth in Section 7);

(i) Neither such Purchaser nor any person 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) Such 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 or with any other Purchaser within the meaning of Rule 13d-5 of the Securities Act; and

(k) Such Purchaser understands that the Seller and its affiliates and Lazard 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 6 are no longer accurate, it shall promptly notify the Seller and Lazard.

7. Restrictions on Transfers. Each Purchaser acknowledges that the Purchased Shares being purchased by such Purchaser have not been registered under the Securities Act and that such Purchased Shares are being sold to such Purchaser pursuant to an exemption from registration under the Securities Act. Such Purchaser agrees that it shall not sell, transfer, assign, pledge, encumber or otherwise dispose of, including by means of any short sale or hedging or similar arrangement unless such short sale or arrangement would not violate the Securities Act, whether for value, and whether directly or indirectly, any of such Purchased Shares (such prohibited transaction, a “Transfer”), unless:

(a) A registration statement providing for the registration under the Securities Act of the Purchased Shares held by such Purchaser, that would allow for such

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Transfer is declared effective by the Commission under the Securities Act, no stop order in respect thereof has been issued by the Commission and such 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) such Purchaser has, prior to such Transfer, delivered to the Seller (x) an officer’s certificate or a written legal opinion of counsel, in either case addressed to the Seller and reasonably satisfactory to the Seller, stating that such 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;

(c) Such Transfer is being made to an affiliate (as defined in the Securities Act) of such Purchaser, which affiliate is otherwise (i) an “accredited investor” within the meaning of Regulation D under the Securities Act and (ii) a “qualified institutional buyer” within the meaning of Rule 144A(a) under the Securities Act; provided that such Transfer is not in violation of the Securities Act or any regulation thereunder; or

(d) The Transfer is made after the two-year anniversary of the Closing and such Transfer is being made pursuant to and in accordance with Rule 144(k) under the Securities Act.

8. Information. Each Purchaser shall give prior notice to the Seller of, and shall give the Seller the opportunity to review in advance, any filing to be made by such Purchaser relating to this Agreement or the transactions contemplated herein and the Seller shall have the right to consult with such Purchaser regarding any information relating to the Seller or its affiliates therein.

Each 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 required to be filed with any Governmental Authority.

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

9. Confidentiality. None of the parties will, without the prior written consent of the other, directly or indirectly, make any disclosure prior to March 15, 2005 with respect to this Agreement, except (x) as may be required by applicable law or any order,

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rule or regulation of any Governmental Authority, (y) in such party’s financial statements to the extent required by applicable accounting rules and (z) to such party’s (i) shareholders and (ii) to the extent required by any contract, its security holders or creditors; provided, that nothing in this Section 9 shall prohibit the Seller or any if its affiliates from filing a press release describing this Agreement and the transactions contemplated hereunder. Each Purchaser acknowledges and agrees that the Seller or an affiliate thereof will be filing this Agreement as an exhibit to a form on Schedule 13D that it will be filing under the Exchange Act.

10. 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 to carry out the purposes and intent of this Agreement.

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

12. 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 a Purchaser, at the address or facsimile number set forth below such Purchaser’s signature on the applicable signature page at the end of this Agreement,

(c)

to Lazard at:

30 Rockefeller Plaza

New York, New York 10020

Facsimile: +1 212 632 6060

Attention: General Counsel

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

13. 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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14. 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.

15. 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.

16. Counterparts. This Agreement may be executed by the parties 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.

17. Lazard. Lazard shall be entitled to rely on the representations and warranties of the parties herein as if it were a party to this Agreement.

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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/ Alexander F. Pace-Bonello
Name:		Alexander F. Pace-Bonello
Title:		Director

PURCHASER: BASSO MULTI-STRATEGY HOLDING FUND LTD.
Purchased Shares: 400,000
Purchase Price: US$3,000,000

By:		/s/ Howard I. Fischer
Name:		Howard I. Fischer
Title:		Authorized Signatory

PURCHASER: ANCHORAGE GLOBAL MASTER OFFSHORE LTD.
Purchased Shares: 1,000,000
Purchase Price: US$7,500,000

By:		Anchorage Advisors, LLC, its advisor
By:		Anchorage Advisors Management, L.L.C., its managing member

By:		/s/ Anthony Davis
Name:		Anthony Davis
Title:		Managing Member

PURCHASER: ANGELO GORDON – AG DOMESTIC CONVERTIBLES L.P.
Purchased Shares: 275,000
Purchase Price: US$2,062,500

By:		/s/ Fred Berger
Name:		Fred Berger
Title:		Authorized Signatory

PURCHASER: ANGELO GORDON – AG OFFSHORE CONVERTIBLES, LTD.
Purchased Shares: 575,000
Purchase Price: US$4,312,500


By:		/s/ Fred Berger
Name:		Fred Berger
Title:		Authorized Signatory

PURCHASER: AVENUE SPECIAL SITUATIONS FUND III, L.P.
Purchased Shares: 450,000
Purchase Price: US$3,375,000

By:		/s/ Sonia Gardner
Name:		Sonia Gardner
Title:		Member (Authorized Signatory)

PURCHASER: AVENUE INTERNATIONAL, LTD.
Purchased Shares: 410,000
Purchase Price: US$3,075,000

By:		/s/ Sonia Gardner
Name:		Sonia Gardner
Title:		Member (Authorized Signatory)

PURCHASER: AVENUE INVESTMENTS, L.P.
Purchased Shares: 140,000
Purchase Price: US$1,050,000

By:		/s/ Sonia Gardner
Name:		Sonia Gardner
Title:		Member (Authorized Signatory)

PURCHASER: GM EMPLOYEES GLOBAL GROUP PENSION
Purchased Shares: 146,100
Purchase Price: US$1,095,750

By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: BARNET PARTNERS
Purchased Shares: 132,200
Purchase Price: US$991,500


By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: ST. ALBANS PARTNERS
Purchased Shares: 231,400
Purchase Price: US$1,735,500

By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: YIELD STRATEGIES FUND I
Purchased Shares: 73,100
Purchase Price: US$548,250

By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: YIELD STRATEGIES FUND II
Purchased Shares: 73,000
Purchase Price: US$547,500

By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: BANK OF AMERICA PENSION
Purchased Shares: 146,100
Purchase Price: US$1,095,750

By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: EQUITY OVERLAY FUND LLC
Purchased Shares: 73,100
Purchase Price: US$548,250


By:		/s/ Roy Astrachan
Name:		Roy Astrachan
Title:		Partner

PURCHASER: WINDMILL MASTERFUND LTD.
Purchased Shares: 4,500,000
Purchase Price: US$33,750,000

By:		/s/ Howard T. Kaminsky
Name:		Howard T. Kaminsky
Title:		Managing Director

PURCHASER: EQUITECT GROUP LLC
Purchased Shares: 25,000
Purchase Price: US$187,500

By:		/s/ Daniel Katzner
Name:		Daniel Katzner
Title:		Senior Director

PURCHASER: FRONTPOINT CONVERTIBLE ARBITRAGE FUND, L.P.
Purchased Shares: 20,000
Purchase Price: US$150,000

By:		FrontPoint Convertible Arbitrage II GP, LLC

By:		/s/ Arthur J. Lev
Name:		Arthur J. Lev
Title:		Authorized Signatory

PURCHASER: SPECIAL VALUE PORTFOLIO, a series of the Dreyfus Variable Investment Fund
Purchased Shares: 25,300
Purchase Price: US$189,750

By:		Jennison Associates LLC, as subadvisor for the fund

By:		/s/ Mark De Franco
Name:		Mark De Franco
Title:		Senior Vice President


PURCHASER: MAINSTAY MAP FUND, a series of the Mainstay Funds
Purchased Shares: 373,200
Purchase Price: US$2,799,000

By:		Jennison Associates LLC, as subadvisor for the fund

By:		/s/ Mark De Franco
Name:		Mark De Franco
Title:		Senior Vice President

PURCHASER: JENNISON INSTITUTIONAL OPPORTUNISTIC EQUITY FUND FOR NON-QUALIFIED TRUSTS, a series of the Prudential Trust Company Master Commingled Trust for Tax-Exempt Trusts
Purchased Shares: 7,800
Purchase Price: US$58,500

By:		Jennison Associates LLC, as subadvisor for the fund

By:		/s/ Mark De Franco
Name:		Mark De Franco
Title:		Senior Vice President

PURCHASER: ING EQUITY OPPORTUNITIES PORTFOLIO, a series of the ING Investor Trust
Purchased Shares: 240,200
Purchase Price: US$1,801,500

By:		Jennison Associates LLC, as subadvisor for the fund

By:		/s/ Mark De Franco
Name:		Mark De Franco
Title:		Senior Vice President

PURCHASER: JENNISON EQUITY OPPORTUNITY FUND, a series of the Prudential Investment Portfolios, Inc.
Purchased Shares: 759,400
Purchase Price: US$5,695,500

By:		Jennison Associates LLC, as subadvisor for the fund


By:		/s/ Mark De Franco
Name:		Mark De Franco
Title:		Senior Vice President

PURCHASER: CAPITAL APPRECIATION PORTFOLIO, a series of the Ohio National Fund, Inc.
Purchased Shares: 94,100
Purchase Price: US$705,750

By:		Jennison Associates LLC, as subadvisor for the fund

By:		/s/ Mark De Franco
Name:		Mark De Franco
Title:		Senior Vice President

PURCHASER: JMG CAPITAL PARTNERS, L.P.
Purchased Shares: 62,500
Purchase Price: US$468,750

By:		/s/ Jonathan Glaser
Name:		Jonathan Glaser
Title:		Member Manager of the GP

PURCHASER: JMG TRITON OFFSHORE FUND, LTD.
Purchased Shares: 62,500
Purchase Price: US$468,750

By:		/s/ Jonathan Glaser
Name:		Jonathan Glaser
Title:		Member Manager of the GP

PURCHASER: KING STREET CAPITAL, L.P.
Purchased Shares: 214,500
Purchase Price: US$1,608,750

By:		/s/ Brian J. Hingis
Name:		Brian J. Hingis
Title:		Managing Principal of King Street Capital Management, L.L.C., its investment manager


PURCHASER: KING STREET CAPITAL, LTD.
Purchased Shares: 435,500
Purchase Price: US$3,266,250

By:		/s/ Brian J. Hingis
Name:		Brian J. Hingis
Title:		Managing Principal of King Street Capital Management, L.L.C., its investment manager

PURCHASER: PERRY PARTNERS INTERNATIONAL, INC.
Purchased Shares: 25,783
Purchase Price: US$193,372.50

By:		/s/ Nathaniel Klipper
Name:		Nathaniel Klipper
Title:		Managing Director

PURCHASER: PERRY PARTNERS, L.P.
Purchased Shares: 9,678
Purchase Price: US$72,585

By:		/s/ Nathaniel Klipper
Name:		Nathaniel Klipper
Title:		Managing Director

PURCHASER: AUDA CLASSIC PLC
Purchased Shares: 264
Purchase Price: US$1,980

By:		/s/ Nathaniel Klipper
Name:		Nathaniel Klipper
Title:		Managing Director

PURCHASER: QVT FUND LP
Purchased Shares: 750,000
Purchase Price: US$5,625,000

By:		QVT Associates GP LLC

By:		/s/ Nicholas Brumm
Name:		Nicholas Brumm
Title:		Managing Member


PURCHASER: SAB CAPITAL PARTNERS, L.P.
Purchased Shares: 3,020,065
Purchase Price: US$22,650,487.5

By:		/s/ Norman Louie
Name:		Norman Louis
Title:		Managing Director

PURCHASER: SAB OVERSEAS FUND, LTD
Purchased Shares: 3,729,935
Purchase Price: US$27,974,512.5

By:		/s/ Norman Louie
Name:		Norman Louis
Title:		Managing Director

PURCHASER: SENECA CAPITAL LP
Purchased Shares: 800,000
Purchase Price: US$6,000,000

By:		/s/ Doug Hirsch
Name:		Doug Hirsch
Title:		Managing Member of Seneca Capital Investments, LLC, as investment advisor to Seneca Capital LP

PURCHASER: SENECA CAPITAL INTERNATIONAL LTD.
Purchased Shares: 1,700,000
Purchase Price: US$12,750,000

By:		/s/ Doug Hirsch
Name:		Doug Hirsch
Title:		Managing Member of Seneca Capital Investments, LLC, as investment advisor to Seneca Capital International Ltd.

PURCHASER: SCP DOMESTIC FUND, LP
Purchased Shares: 86,258
Purchase Price: US$646,935


By:		/s/ Kenneth Palumbo
Name:		Kenneth Palumbo
Title:		CFO

PURCHASER: SCP OVERSEAS FUND, LTD.
Purchased Shares: 523,965
Purchase Price: US$3,929,737.50

By:		/s/ Kenneth Palumbo
Name:		Kenneth Palumbo
Title:		CFO

PURCHASER: SCP EQUITY OVERSEAS FUND, LTD.
Purchased Shares: 70,575
Purchase Price: US$529,312.50

By:		/s/ Kenneth Palumbo
Name:		Kenneth Palumbo
Title:		CFO

PURCHASER: SCP EQUITY DOMESTIC FUND, LP
Purchased Shares: 69,202
Purchase Price: US$519,015

By:		/s/ Kenneth Palumbo
Name:		Kenneth Palumbo
Title:		CFO

PURCHASER: SPHINX CONVERTIBLE ARB FUND SPC
Purchased Shares: 60,995
Purchase Price: US$457,462.50

By:		/s/ George Douglas
Name:		George Douglas
Title:		CIO

PURCHASER: INSTITUTIONAL BENCHMARKS MASTER FUND LTD.
Purchased Shares: 93,335
Purchase Price: US$700,012.50


By:		/s/ George Douglas
Name:		George Douglas
Title:		CIO

PURCHASER: SSI HEDGED CONVERTIBLE MARKET NEUTRAL L.P.
Purchased Shares: 45,670
Purchase Price: US$342,525

By:		/s/ George Douglas
Name:		George Douglas
Title:		CIO

PURCHASER: DELTA PLEAIDES, LP
Purchased Shares: 118,000
Purchase Price: US$885,000

By:		Trafelet & Company, LLC (investment manager)

By:		/s/ Peter J. Hoffbauer
Name:		Peter J. Hoffbauer
Title:		Chief Operating Officer

PURCHASER: DELTA OFFSHORE, LTD.
Purchased Shares: 793,000
Purchase Price: US$5,947,500

By:		Trafelet & Company, LLC (investment manager)

By:		/s/ Peter J. Hoffbauer
Name:		Peter J. Hoffbauer
Title:		Chief Operating Officer

PURCHASER: DELTA INSTITUTIONAL, LP
Purchased Shares: 714,000
Purchase Price: US$5,355,000

By:		Trafelet & Company, LLC (investment manager)

By:		/s/ Peter J. Hoffbauer
Name:		Peter J. Hoffbauer
Title:		Chief Operating Officer


PURCHASER: DELTA ONSHORE, L.P.
Purchased Shares: 125,000
Purchase Price: US$937,500

By:		Trafelet & Company, LLC (investment manager)

By:		/s/ Peter J. Hoffbauer
Name:		Peter J. Hoffbauer
Title:		Chief Operating Officer

PURCHASER: UBS O’CONNOR LLC f/b/o O’Connor Global Convertible Arbitrage Master Limited
Purchased Shares: 175,000
Purchase Price: US$1,312,500

By:		/s/ George Locasto
Name:		George Locasto
Title:		Managing Director

PURCHASER: PRESIDENT AND FELLOWS OF HARVARD COLLEGE
Purchased Shares: 800,000
Purchase Price: US$6,000,000

By:		Whipporwill Associates, Inc., as agent for the President and Fellows of Harvard College

By:		/s/ Shelley F. Greenhaus
Name:		Shelley F. Greenhaus
Title:		President

PURCHASER: ZLP MASTER OPPORTUNITY FUND, LTD.
Purchased Shares: 400,000
Purchase Price: US$3,000,000

By:		/s/ Stuart J. Zimmer
Name:		Stuart J. Zimmer
Title:		Investment Manager


PURCHASER: ST. THOMAS MORGAN STANLEY
Purchased Shares: 5,000
Purchase Price: US$37,500

By:		/s/ [illegible]
Name:
Title:

Exhibit A

Terms and Conditions of Registration Rights Agreement


Parties:		The Company and the Purchasers.

Filing and Effectiveness:		The Company shall use its reasonable best efforts to file with the Securities and Exchange Commission within 10 business days after the date of the Closing a “shelf” registration statement (the “Shelf Registration Statement”) to register the Purchased Shares pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act no later than 90 days after the date of the Closing.

Shelf Registration Maintenance:		The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Securities Act for at least two years or until the Purchasers have sold all of the Purchased Shares.

		The Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, to comply in all material respects with the applicable requirements of the Securities Act, and not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading.

Suspension Notice:		The Company may at any time furnish to the Purchasers 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 Statement or a document incorporated by reference therein is necessary in order to ensure that the Shelf Registration


		Statement conforms in all material respects to the requirements of the Securities Act and does not contain an untrue statement or a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Upon receipt of a Suspension Notice, each Purchaser receiving such Suspension Notice shall immediately cease selling any Purchased Shares pursuant to the Shelf Registration Statement and shall discontinue use of any prospectus contained in the Shelf Registration Statement until such Purchaser has received written notice from the Company that the Suspension Notice is no longer in effect.

		The Company may delay amending or supplementing the Shelf Registration Statement if 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 if the Company has undisclosed material information that it has a bona fide business reason for preserving as confidential. The Company’s right to delay amending or supplementing the Shelf Registration Statement shall not be exercisable more than twice in any period of 12 consecutive months and the suspended period shall not last more than 90 days in any period of 12 consecutive months. The suspended period also shall not last more than 45 days in any three-month period and the Company shall not be entitled to exercise its right to delay amending or supplementing the Shelf Registration Statement during the 60 days following the effective date of the Shelf Registration Statement.

Expenses:		The Company shall bear all of its expenses incurred in connection with the performance of the Company’s obligations under the Registration Rights Agreement, including, without limitation, filing fees with the Commission and in connection with any state securities and blue sky qualifications, legal and accounting fees and printer costs.

Lock-Up:		Each Purchaser will not at any time prior to February 15, 2005, without the Company’s prior written consent, directly or indirectly, sell any Purchased Shares, other than in a sale that is exempt from the registration requirements


		of the Securities Act. In addition, each Purchaser will not, prior to January 15, 2005, without the Company’s prior written consent, directly or indirectly, establish a put equivalent position with respect to any Purchased Shares held by such Purchaser.

No Inconsistent Agreement:		The Company has not entered into, and agrees not to enter into, any agreement with respect to its securities that conflicts with the provisions of the Registration Rights Agreement or would be inconsistent with the terms of the Registration Rights Agreement.

Governing Law:		New York.

Exhibit B

Payment Instructions


Ref:		JP Morgan Chase
ABA Number:		021000021
A/C Number:		140080102
N/O:		Lazard Frères & Co., LLC
FFC:		Each Purchaser can specify its account number
Ref:		Terra Industries

Exhibit C

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 STOCK PURCHASE AGREEMENT, DATED DECEMBER 13, 2004, BETWEEN TAURUS INVESTMENTS S.A. AND THE PURCHASERS NAMED THEREIN, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.

EX-99.2 3 dex992.htm LETTER AGREEMENT, BETWEEN TERRA INDUSTRIES INC. AND TAURUS INVESTMENTS S.A. Letter Agreement, between Terra Industries Inc. and Taurus Investments S.A.

Exhibit 99.2

[Taurus Investments S.A. Letterhead]

December 13, 2004

Terra Industries Inc.

Terra Centre

600 Fourth Street

Sioux City, Iowa 51102, U.S.A.

Ladies and Gentlemen:

Reference is made to the Stock Purchase Agreement, dated as of August 6, 2004 (the “MissChem Agreement”), by and among Mississippi Chemical Corporation, MissChem Acquisition Inc. and Terra Industries Inc. (“Terra” or “you”). Capitalized terms not otherwise defined herein have the same meaning as in the MissChem Agreement. We and you are entering into this letter agreement for valuable consideration, the sufficiency of which is hereby acknowledged.

We hereby agree to pay you the Indemnity Amount (as defined below) if (i) you are obligated to issue more than 5,250,000 shares of Parent Preferred Stock pursuant to Section 2.3(a)(ii)(C) of the MissChem Agreement, (ii) the obligation in clause (i) arises solely because the Closing Share Price is less than US$6.01 and (iii) December 8, 2004 falls within the period during which the Closing Share Price is calculated pursuant to the MissChem Agreement.

The “Indemnity Amount” shall be equal to the product of (i) the Closing Share Price and (ii) the number of shares of Parent Preferred Stock issued in excess of 5,250,000 pursuant to Section 2.3(a)(ii)(C) of the MissChem Agreement; provided, however, that for purposes of calculating the Indemnity Amount the number of shares referred to in clause (ii) shall not in any event exceed 1,000,000.

Notwithstanding anything herein to the contrary, we shall have no obligation to pay the Indemnity Amount to you if the Closing Share Price is less than US$6.01 because of any material adverse change (i) in or development relating to general economic or market conditions or (ii) in Terra’s business, financial condition or operating results.

We hereby further agree to pay you, within five days following receipt of your notice that a registration statement (including any pre-effective amendments thereof, the “Registration Statement”) has been filed pursuant to and in accordance with a Registration Rights Agreement, dated as of December 13, 2004 (the “Registration Rights Agreement”), by and among Terra and the Purchasers set forth therein, a cash amount equal to US$550,000.00 as compensation for your costs directly arising up to and including the date of the effectiveness of the Registration Statement from your payment of (i) a filing fee payable to the Securities and Exchange Commission (the “SEC”) for the Registration Statement or to any state government for any blue sky qualifications, (ii) fees and expenses of Citigroup for rendering financial advisory services to the special

committee of the board of directors of Terra in connection with the Registration Rights Agreement and our private placement of Terra common stock (the “Sale”), (iii) fees and expenses of Kirkland & Ellis LLP for (a) preparing the Registration Statement, (b) drafting, reviewing and commenting on the Registration Rights Agreement, the Terra lock-up, and other documents requested or provided by you in connection with the Sale and (c) advising you and the Terra special committee regarding the Sale, (iv) fees and expenses of Joelle Frank for rendering advisory services to Terra in connection with the Registration Rights Agreement and the Sale, (v) fees and expenses of Deloitte & Touche LLP for its consent and (iv) fees and expenses of a financial printer in connection with preparing and filing the Registration Statement (such costs, collectively, the “Registration Costs”); provided, that we shall also pay you a cash amount equal to the Additional Costs (as defined below). If Terra incurs any Additional Costs you shall promptly provide us with a statement of all Registration Costs and Review Costs together with copies of invoices, receipts and other evidence of costs incurred and payments made as we shall request.

“Additional Costs” shall be the excess, if any, of (i) the sum of (a) ordinary and reasonable legal and accounting costs incurred by you up to and including the date of the effectiveness of the Registration Statement in responding to the SEC in the course of the SEC’s review of the Registration Statement, but not in excess of an amount that would be incurred in a review of ordinary magnitude and scope by the SEC (the “Review Costs”), and (b) the Registration Costs over (ii) US$550,000.00; provided, however, that in no event shall the Registration Costs or the Review Costs include any costs incurred by you in connection with any change in your audited or unaudited financial statements or other financial or accounting disclosure, whether or not required as a result of such review.

This letter shall be governed by and construed in accordance with the laws of the State of New York. All disputes arising between us in connection with this letter agreement, or the breach, termination, interpretation, or validity thereof, shall be finally settled by arbitration at law in Toronto, Canada 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 of us 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.

If the foregoing correctly sets forth the understanding between us, please so indicate on the enclosed signed copy of this letter in the space provided therefor and return it to us, whereupon this letter shall constitute a binding agreement between us.


TAURUS INVESTMENTS S.A.

By:		/s/ Alexander F. Pace-Bonello
Name:		Alexander F. Pace-Bonello
Title:		Director


ACCEPTED AND AGREED: TERRA INDUSTRIES INC.

By:		/s/ Francis G. Meyer
Name:		Francis G. Meyer
Title:		Senior Vice President and Chief Financial Officer

EX-99.3 4 dex993.htm ENGAGEMENT LETTER AGREEMENT, DATED NOVEMBER 1, 2004 Engagement Letter Agreement, dated November 1, 2004

Exhibit 99.3

November 1, 2004

Taurus Investments S.A.

48 rue de Bragance

Luxembourg

Gentlemen:

This letter confirms the retention of Lazard Frères & Co. LLC (“Lazard”) to act as investment banker to Taurus Investments S.A. (the “Vendor”) in connection with a private placement of up to 25,060,725 shares of Terra Industries, Inc. (“Terra” or the “Company”) (the “Financing”). By signing this letter, we hereby accept our appointment as your investment banker under the terms hereof.

We will act with respect to the foregoing until December 15, 2004, subject to the following conditions:

1. We will assist you as necessary and requested in connection with negotiations and consummation of the Financing.

2. In consideration of our services, you agree to pay us upon the closing of each respective part of the Financing, a cash fee equal to 18 cents per share plus a cash Incentive Fee. The Incentive Fee shall be calculated as (i) if the gross offering price of the Financing (the “Gross Offering Price”) is greater than $6.55 and less than $7.20, the number of shares sold in the Financing multiplied by 40% of the difference between Gross Offering Price and $6.55; or (ii) if the Gross Offering Price is greater than $7.20, the number of shares sold in the Financing multiplied by 26 cents plus the number of shares sold in the Financing multiplied by 20% of the difference between the Gross Offering Price and $7.20. The total cash fee payable to Lazard shall not be greater than the lower of US$12 million and 8% of the gross proceeds of the Financing. There shall be no Incentive Fee if the gross offering price is less than or equal to $6.55.

3. Regardless of whether any Financing is completed, you agree to reimburse us for all our expenses incurred in connection with this engagement. Generally these expenses include travel costs, document production and other expenses of this type, and will also include the fees of outside counsel and other professional advisors. All payments to be made by you pursuant to this agreement shall be made promptly after we have provided you with a detailed breakdown of our expenses.

4. No fee payable to any other person, by you or any other company in connection with the subject matter of this engagement, shall reduce or otherwise affect any fee payable hereunder.

5. This agreement does not constitute a commitment or undertaking on the part of Lazard to provide or underwrite any part of the Financing and does not constitute any representation, warranty or agreement that any Financing will be available.

6. On July 28, 2004, Lazard and Anglo American plc entered into an indemnification letter (the “Indemnification Letter”) which remains in full force and effect and shall also apply to our engagement hereunder. The Indemnification Letter shall survive any termination or expiration of this agreement.

7. Our engagement hereunder may be terminated by you or us at any time without liability or continuing obligation to you or us, except that, following such termination and any expiration of this agreement, we shall remain entitled to any fees accrued pursuant to paragraph 2 but not yet paid prior to such termination or expiration, as the case may be, and to reimbursement of expenses incurred prior to such termination or expiration, as the case may be, as contemplated by paragraph 3 hereof. In addition, in the case of termination by you without cause or the expiration of this agreement, we shall remain entitled to full payment of all fees contemplated by paragraph 2 hereof in respect of any Financing that is announced prior to December 31, 2004 or results from negotiations conducted by us prior to December 31, 2004. Upon your request following any such termination of this agreement or its expiration without completion of the Financing for all of the Terra shares held by you, we shall promptly provide you with a list of persons with whom we have conducted such negotiations.

8. Any financial advice, written or oral, rendered by us pursuant to this agreement is intended solely for the benefit and use of management and the Board of Directors of the Vendor and the management and board of directors of Anglo American plc in considering the matters to which this agreement relates, and the Vendor agrees that such advice may not be disclosed publicly or made available to third parties without the prior written consent of Lazard, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, nothing herein shall prohibit you from disclosing to any and all persons the tax treatment and tax structure of the Financing and the portions of any materials that relate to such tax treatment or tax structure. Lazard will not be responsible for and will not provide you with any tax, accounting, actuarial, legal or other specialist advice.

9. The provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the Vendor, Lazard and any other person entitled to indemnity under the Indemnification Letter.

10. Lazard has been retained under this agreement as an independent contractor, and it is understood and agreed that this agreement does not create a fiduciary relationship between Lazard and the Vendor, Anglo American plc or their Boards of Directors.

11. In carrying out services hereunder, Lazard may, as it considers appropriate, draw upon the resources of, and involve one or more other members, of the Lazard Group. In this agreement, “Lazard Group” means Lazard Frères & Co. LLC, Lazard Frères SAS, Lazard & Co., Limited, and any entity directly or indirectly owned or controlled by, or under common ownership or control with, any of them.

12. This agreement and any claim related directly or indirectly to this agreement (including any claim concerning advice provided pursuant to this agreement) shall be governed and construed in accordance with the laws of the State of New York (without giving regard to the conflicts of law provisions thereof). No such claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, and each of the parties hereby submits to the jurisdiction of such courts. The Vendor hereby waives on behalf of itself and its successors and assigns any and all right to argue that the choice of forum provision is or has become unreasonable in any legal proceeding. Each of Lazard and the Vendor waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of the engagement of Lazard pursuant to, or the performance by Lazard of the services contemplated by, this agreement.

If the foregoing correctly sets forth the understanding between us, please so indicate on the enclosed signed copy of this agreement in the space provided therefor and return it to us, whereupon this agreement shall constitute a binding agreement between us.


Very truly yours,

LAZARD FRERES & CO. LLC

By		/s/ Joseph Maybank IV
		Joseph Maybank IV
		Managing Director


AGREED TO AND ACCEPTED as of the date first above written: TAURUS INVESTMENTS S.A.


By

EX-99.4 5 dex994.htm LETTER AGREEMENT, BETWEEN LAZARD FRERES & CO. LLC AND TAURUS INVESTMENTS S.A. Letter Agreement, between Lazard Freres & Co. LLC and Taurus Investments S.A.

Exhibit 99.4

[Lazard Frères & Co. LLC Letterhead]

December 13, 2004

Taurus Investments S.A.

48 rue de Bragance

L-1255 Luxembourg

Ladies and Gentlemen:

Reference is made to the engagement letter, dated November 1, 2004 (the “Engagement Letter”), by and between Taurus Investments S.A. and Lazard Frères & Co. LLC. Capitalized terms not otherwise defined herein have the same meaning as in the Engagement Letter. We and you are entering into this letter agreement for valuable consideration, the sufficiency of which is hereby acknowledged.

Section 2 of the Engagement Letter is hereby deleted and replaced in its entirety with the following:

“(a)

In consideration of our services, you agree to pay us upon the closing of the Financing a cash fee equal to (i) 18 cents per share times the number of shares sold in the Financing minus (ii) in the event that, on or prior to the closing of the Financing, you pay to Terra the Indemnity Amount (as defined below) pursuant to and in accordance with the Indemnity Letter Agreement, dated December 13, 2004 (the “Indemnity Letter Agreement”), between you and Terra, a copy of which is attached hereto, the Reimbursement Amount (as defined below) plus (iii) a cash Incentive Fee. In the event that (A) subsequent to the closing of the Financing you pay to Terra the Indemnity Amount pursuant to and in accordance with the Indemnity Letter Agreement and (B) you have paid our fee in full in accordance with the preceding sentence without deduction of the Reimbursement Amount, then within five days following notice by you to Lazard that you have paid the Indemnity Amount, Lazard shall pay to you a cash amount equal to the Reimbursement Amount. The “Indemnity Amount” shall be as defined in the Indemnity Letter Agreement. The “Reimbursement Amount” shall be calculated as equal to any amount that you pay to Terra as an Indemnity Amount pursuant to and in accordance with the Indemnity Letter, provided, however, that the Reimbursement Amount shall not in any event exceed the product of (x) 9 cents and (y) the aggregate number of shares sold in the Financing. The Incentive Fee shall be calculated as (i) if the gross offering price of the Financing (the “Gross Offering Price”) is greater than US$6.55 and less than US$7.20, the number of shares sold in the Financing multiplied by 40% of the difference between Gross Offering Price and US$6.55; or (ii) if the Gross Offering Price is greater than

US$7.20, the number of shares sold in the Financing multiplied by 26 cents plus the number of shares sold in the Financing multiplied by 20% of the difference between the Gross Offering Price and US$7.20. The total cash fee payable to Lazard shall not be greater than the lower of US$12 million and 8% of the gross proceeds of the Financing. There shall be no Incentive Fee if the gross offering price is less than or equal to US$6.55.

(b)

Also in consideration of our services, unless no shares of the Company have been sold under any Financing, you will not (i) at any time prior to March 15, 2005 without our prior written consent, directly or indirectly, sell any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, in each case other than in a sale that is exempt from the registration requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder and (ii) at any time prior to January 15, 2005 without our prior written consent, directly or indirectly, establish a put equivalent position with respect to any shares of capital stock of the Company held by you.”

Except to the extent amended by this letter agreement, all terms and conditions of the Engagement Letter shall remain in full force and effect without amendment, change or modification.

This letter agreement and any claim related directly or indirectly to this letter agreement shall be governed and construed in accordance with the laws of the State of New York (without giving regard to the conflicts of law provisions thereof). No such claim shall be commenced, prosecuted or continued in any forum other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, and each of us hereby submits to the jurisdiction of such courts. Each of us hereby waives on behalf of ourselves and our respective successors and assigns any and all right to argue that the choice of forum provision is or has become unreasonable in any legal proceeding. Each of us waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of this letter agreement.


LAZARD FRÈRES & CO. LLC

By:		/s/ George Brokaw
Name:		George Brokaw
Title:		Managing Director


ACCEPTED AND AGREED: TAURUS INVESTMENTS S.A.

By:		/s/ Alexander F. Pace-Bonello
Name:		Alexander F. Pace-Bonello
Title:		Director

EX-99.5 6 dex995.htm LETTER AGREEMENT, DATED DECEMBER 13, 2004 Letter Agreement, dated December 13, 2004

Exhibit 99.5

[Seneca Letterhead]

December 13, 2004

Taurus Investments S.A.

48 rue de Bragance

L-1255 Luxembourg

Ladies and Gentlemen:

We refer to the Stock Purchase Agreement, dated as of December 13, 2004 (the “Stock Purchase Agreement”), by and among Taurus Investments S.A. and the purchasers named therein.

Notwithstanding the representation contained in Section 6(a) of the Stock Purchase Agreement, we hereby represent that we may be filing a Schedule 13G under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission.

Notwithstanding the restrictions contained in Section 9 of the Stock Purchase Agreement, we may disclose information about the Stock Purchase Agreement to our members and partners.

This agreement shall be governed by and construed in accordance with the laws of the state of New York.


SENECA CAPITAL LP

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


SENECA CAPITAL INTERNATIONAL LTD.

By:		/s/ Doug Hirsch
Name:		Doug Hirsch
Title:		Managing Member of Seneca Capital Investments, LLC, as Investment Advisor to Seneca Capital International Ltd.


ACCEPTED AND AGREED: TAURUS INVESTMENTS S.A.

By:		/s/ Alexander F. Pace-Bonello
Name:		Alexander F. Pace-Bonello
Title:		Director

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