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EXHIBIT I
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of September 23, 1996, between Minorco S.A.,
a Luxembourg corporation ("Purchaser") and Minorco (U.S.A.) Inc., a Colorado
corporation ("Seller").
W I T N E S S E T H :
WHEREAS, Seller is the owner of 37,160,725 common shares (the "Shares") of Terra
Industries Inc., a Maryland corporation (the "Company");
WHEREAS, Purchaser desires to acquire and Seller desires to sell the Shares on
and subject to the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements contained in this agreement, Seller and Purchaser agree as follows:
1. Purchase and Sale of the Shares
(a) On and subject to the terms and
conditions set forth in this
agreement, Seller agrees to sell,
assign, transfer and convey the
Shares to Purchaser, free and clear
of all liens, claims, charges and
encumbrances, and Purchaser agrees
to purchase and accept the Shares
from Seller, on the closing date.
(b) In exchange for each of the Shares
to be delivered to Seller at the
Closing, Purchaser shall pay to
Seller a price equal to the closing
sale price on Friday September 20,
1996 of the Company's common shares
as quoted on the New York Stock
Exchange. The purchase price shall
be payable by wire transfer to
Seller's bank account on the Closing
Date in accordance with Seller's
written instructions to Purchaser.
(c) The closing date shall be September
23, 1996, unless otherwise agreed by
Seller and Purchaser.
2. Representations and Warranties of
Seller. Seller represents and
warrants to Purchaser as follows:
(a) Seller is a corporation duly
organized, validly existing and in
good standing under the laws of the
State of Colorado.
(b) Seller is the sole record owner of
the Shares, free and clear of any
liens, claims, charges or
encumbrances or other rights of
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third parties, and upon the transfer
of the Shares by Seller to Purchaser
and full payment therefor as
provided in this agreement, Buyer
will acquire all rights of the
Seller in the Shares, free and clear
of all liens, claims, charges or
encumbrances and other rights of
third parties.
(c) This agreement has been duly authorized by all necessary corporate
action on the part of Seller, and this Agreement constitutes a legal,
valid and binding obligation of the Seller, enforceable against Seller
in accordance with its terms.
(d) The execution, delivery and performance of this Agreement by Seller
will not (i) contravene, result in any breach of, or constitute a
default, or result in the creation of any encumbrance in respect of any
asset of Seller, under Seller's Articles or Incorporation or any
agreement by which it or any of its assets are bound, (ii) conflict
with or result in a breach of any order, judgment, decree or ruling of
any court, arbitrator or governmental authority applicable to Seller or
(iii) violate any statute, rule or regulation of any governmental
authority applicable to Seller.
(e) No consent, approval, authorization of or registration, filing or
declaration with any governmental authority is required in connection
with the execution, delivery or performance of this agreement by
Seller.
3. Representations and Warranties of Purchaser. Purchaser represents and
warrants to Seller as follows:
(a) Purchaser is a corporation duly organized and validly existing under
the laws of Luxembourg.
(b) This agreement has been duly authorized by all necessary corporate
action on the part of Purchaser, and this Agreement constitutes a
legal, valid and binding obligation of the Purchaser, enforceable
against Purchaser in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by Purchaser
will not (i) contravene, result in any breach of, or constitute a
default, or result in the creation of any encumbrance in respect of any
asset of Purchaser, under Purchaser's Articles or Incorporation or any
agreement by which it or any of its assets are bound, (ii) conflict
with or result in a breach of any order, judgment, decree or ruling of
any court, arbitrator or governmental authority applicable to Purchaser
or (iii) violate any statute, rule or regulation of any governmental
authority applicable to Purchaser.
(d) No consent, approval, authorization of or registration, filing or
declaration with any governmental authority is required in connection
with the execution, delivery or performance of this agreement by
Purchaser.
(e) Purchaser is acquiring the Shares for investment purposes and not with
a view to the distribution thereof. Purchaser is aware that the sale of
the Shares under this agreement has not been registered under the
Securities Act of 1933 and that the Shares may be resold only if so
registered or if such sale is exempt such from registration.
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4. Purchaser's Conditions to Closing. Purchaser's obligation to purchase
the Shares under this agreement is subject to fulfillment, prior to or
at the closing, of the following conditions:
(a) The representations and warranties of Seller in this Agreement shall be
correct, in all material respects, when made and on the Closing Date.
(b) Seller shall have delivered to Purchaser a certificate certifying as to
the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of this
agreement.
(c) Seller shall have delivered to Purchaser an Officer's Certificate,
dated the Closing Date, certifying that the condition specified in
Section 4(a) has been fulfilled.
(d) Seller shall have delivered to Purchaser stock powers for the Shares,
endorsed in blank or to your instructions, and with all applicable
stock transfer taxes paid.
5. Seller's Conditions to Closing. Seller's obligation to sell, assign,
transfer and convey the Shares under this agreement is subject to
fulfillment, prior to or at the closing, of the following conditions:
(a) The representations and warranties of Purchaser in this Agreement shall
be correct, in all material respects, when made and on the Closing
Date.
(b) Purchaser shall have delivered to Seller a certificate certifying as to
the resolutions attached thereto and other corporate proceedings
relating to the authorization, execution and delivery of this
agreement.
(c) Purchaser shall have delivered to Seller an Officer's Certificate,
dated the Closing Date, certifying that the condition specified in
Section 5(a) has been fulfilled.
6. Survival. The representations and warranties made under this agreement
shall survive the closing of the sale and purchase of the Shares
hereunder for the period ending on the first anniversary of the
closing.
7. Successors and Assigns. This agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors
and assigns but shall not confer any rights upon any other person. This
Agreement may not be assigned by any party without the other's consent.
8. Governing Law. This agreement shall be construed in accordance with the
governed by the laws of the State of New York, excluding its conflicts
of law rules.
9. Further Assurances. The parties agree to execute such other documents
or agreements as may be necessary or desirable for the implementation
of this agreement and the consummation of the transactions contemplated
hereby.
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10. Entire Agreement; Amendments. This agreement and any other documents
delivered on the date hereof in connection with the transactions
contemplated hereby constitute the entire agreement between the parties
relating to the subject matter hereof and supersede all prior
negotiations and agreements between the parties relating thereto. No
supplement, modification, waiver or amendment of this agreement shall
be binding unless executed in writing by the parties and no waiver
shall be deemed a continuing waiver or a waiver of any subsequent
breach or default, either of a similar or different nature, unless
expressly so stated in writing.
11. Notices. All notices, requests, demands and other communication under
this Agreement shall be in writing and shall be deemed to have been
duly given (a) when served personally on the party to who notice is to
be given or (b) when sent by a recognized overnight delivery service
with charges prepaid and properly addressed.
12. Headings; Counterparts. The headings contained in this Agreement are
for reference only and shall not in any way affect the meaning or
interpretation of this agreement. This agreement may be executed
simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned parties have executed this agreement as of
the date first written above.
MINORCO (U.S.A.) INC. MINORCO S.A.
By: ___________________ By: ___________________
Vice President
