TERRA INDUSTRIES INC. PURCHASE AGREEMENTPurchase Agreement • November 9th, 2004 • Terra Industries Inc • Agricultural chemicals • New York
Terra Industries Inc., a corporation organized under the laws of Maryland (the “Company”), proposes to issue and sell to the several parties named in Schedule 1 hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 100,000 shares (the “Firm Securities”) of its 4.25% Series A Cumulative Convertible Perpetual Preferred Shares (the “Preferred Shares”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to 20,000 additional shares of such Preferred Shares (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into Common Shares, without par value (the “Common Shares”), of the Company at the conversion price set forth herein. The Securities may also be exchanged at the option of the Company into the 4.25% Convertible Subordinated Debentures (the “Debentures”) on the terms and subject to the conditions set forth herein. The Debentures are convertible i
TERRA INDUSTRIES INC REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 9th, 2004 • Terra Industries Inc • Agricultural chemicals • New York
Terra Industries Inc., a corporation organized under the laws of Maryland (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, up to 120,000 shares of its 4.25% Series A Cumulative Convertible Perpetual Preferred Shares (the “Preferred Shares”), upon the terms set forth in the Purchase Agreement between the Company and the Representative dated October 7, 2004 (the “Purchase Agreement”) relating to the initial placement (the “Initial Placement”) of the Preferred Shares. The Preferred Shares are convertible into our Common, without par value (the “Common Stock”) at the conversion price set forth in the Purchase Agreement. The Preferred Stock may also be exchanged at the option of the Company into Convertible Subordinated Debentures (the “Debentures”) on the terms and subject to the conditions set forth herein. The Debentures are convertible into Common Stock at the conversion price
