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EXHIBIT J
DATED 20 SEPTEMBER 1996
MINORCO S.A.
- and -
TAURUS INTERNATIONAL S.A.
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AGREEMENT
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THIS AGREEMENT is made on 20 September 1996
Between
1. MINORCO S.A., a joint stock company incorporated in Luxembourg and
having its registered office at 0 xxx Xxxxxx Xxxxx, Xxxxxxxxxx
("Minorco"); and
2. TAURUS INTERNATIONAL S.A.,a joint stock company incorporated in
Luxembourg and having its registered office at 0 xxx Xxxxxx Xxxxx,
Xxxxxxxxxx ("Taurus").
WHEREAS Minorco wishes to exchange, and Taurus wish to acquire, the Terra Shares
on the terms and conditions set out below.
IT IS HEREBY AGREED as follows:-
I. INTERPRETATION
I.A In this Agreement the following words and expressions have the
following meanings, unless they are inconsistent with the
context:-
"BUSINESS DAY" means any day of the year other than (a) any
Saturday or Sunday or (b) any other day on which banks located
in Luxembourg are closed for business;
"COMPANY" means Terra Industries Inc. ("Terra"), a limited
liability company incorporated in the United States and having
its registered office at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000, XXX;
"TERRA SHARES" means 37,160,725 common shares at a price per
share equal to the closing sales price for Terra common shares
quoted on the New York Stock Exchange at close of business on
Friday September 20, 1996, each in the capital of the Company;
"COMPLETION" means completion of the transfer of the Terra
Shares and the issue of the Participation Certificates in
accordance with clause 3;
"ENCUMBRANCE" means any equitable interest, encumbrance,
mortgage, lien, charge, restriction, pledge, security
interest, option or right of any third party including,
without limitation, rights under shareholders' agreements or
other arrangements relating to the management or control of a
company.
I.B In this Agreement unless the context otherwise requires:-
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(1) all references to a statutory provision shall be
construed as including references to:-
(a) any statutory modification, consolidation,
or re-enactment (whether before or after the
date of this Agreement) for the time being
in force;
(b) all statutory instruments or orders made
pursuant to a statutory provision;
(c) any statutory provisions of which a
statutory provision is a consolidation,
re-enactment or modification;
(2) words denoting the singular include the plural and
vice versa and words denoting persons include firms
and corporations and vice versa; and
(3) a reference to a clause or sub-clause or an
Annexure is a reference to a clause or a sub-clause
of or an Annexure to this Agreement.
I.C Clause headings in this Agreement and in the Annexures are for
ease of reference only and do not affect the construction of
any provision.
I.D Where by this Agreement any payment or other act falls to be
made or done on a day which is not a Business Day then that
payment or act shall be made or done on the first Business Day
thereafter.
II. EXCHANGE OF ASSETS AND ISSUE OF PARTICIPATION CERTIFICATES
II.A Subject to the terms and conditions of this Agreement, at
Completion Minorco shall exchange or procure the exchange as
beneficial owner, and Taurus shall acquire, the Terra Shares
free from all Encumbrances and with all rights attaching to
them.
II.B As consideration for the transfer to it of the Terra Shares
Taurus undertakes to issue to Minorco non-interest bearing
Participation Certificates having an aggregate face value in
Luxembourg Francs in the equivalent of US$520,250,150
converted at the closing exchange rate quoted by Banque
Generale du Luxembourg in respect of Friday, 20 September
1996.
III. COMPLETION
Completion shall take place at the offices of Taurus, at 9 rue Sainte
Zithe in Luxembourg on Monday September 23 when the Parties shall sign
the documents required to effect the transfer of the Terra shares and
Taurus shall issue the Participation Certificates.
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IV. GENERAL
IV.A No announcement of any kind shall be made in respect of the
subject matter of this Agreement unless specifically agreed in
writing between the parties or required by applicable law or
stock exchange requirements (in which case the parties shall
consult with each other prior to making any announcements).
IV.B This Agreement shall be binding upon each party's successors
and assigns and personal representatives (as the case may be)
but, except as expressly provided above, none of the rights of
the parties under this Agreement may be assigned or
transferred.
IV.C All expenses incurred by or on behalf of the parties,
including all fees of agents, representatives, solicitors,
accountants, actuaries and financial advisors employed by any
of them in connection with the negotiation, preparation or
execution of this Agreement shall be borne solely by the party
who incurred the liability.
IV.D Any notice, consent, approval or other communication given
hereunder shall be made in writing and shall be deemed to have
been duly given or made if delivered by hand or sent by
recorded delivery mail (return receipt requested) to the
address of the addressee set out on page 2 above.
IV.E This Agreement shall be governed by and interpreted in
accordance with the law of Luxembourg.
IV.F This Agreement may be executed in any number of counterparts,
each of which when so executed shall be an original, but all
the counterparts shall together constitute one and the same
instrument.
IN WITNESS whereof this Agreement has been duly executed.
SIGNED by )
for and on behalf of )
MINORCO S.A. )
SIGNED by )
for and on behalf of )
TAURUS INTERNATIONAL S.A. )
