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Exhibit 10.3
SHAREHOLDER LOAN AGREEMENT NO. 2
10 APRIL 2001
BETWEEN
CORRAL PETROLEUM HOLDINGS AB (PUBL)
AS LENDER
AND
PREEM HOLDINGS AB (PUBL)
AS BORROWER
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This SHAREHOLDER LOAN AGREEMENT is dated as of 10 April 2001 between:
CORRAL PETROLEUM HOLDINGS AB (PUBL), reg. no. 556477-1284, (the "LENDER"); and
PREEM HOLDINGS AB (PUBL), reg. no. 556206-9673, (the "BORROWER").
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
"AGREEMENT" means this Shareholder Loan Agreement.
"BUSINESS DAY" means a day (other than a Saturday or Sunday) which is not
a public holiday and on which banks are open for general business in
Stockholm.
"CONFIRMATION OF SUBORDINATION" means an agreement in the form of SCHEDULE
1 entered into by the Borrower, the Lender and the Trustee.
"DEBT RESTRUCTURING AGREEMENT" means the Debt Restructuring Agreement
entered into on or about the date hereof among the Borrower, the Lender
and Preem Petroleum for the purpose of restructuring and assigning
existing shareholder debt owed by Preem Petroleum.
"EFFECTIVE DATE" means the date defined as such in the Debt Restructuring
Agreement.
"INDENTURE" means the indenture between the Borrower and the Trustee
governing the Notes, dated on or about the date hereof.
"LOAN" means the total principal amount advanced or to be advanced by the
Lender under Clause 2 (Shareholder Loans) in one or several disbursements,
or the total principal amount outstanding hereunder at any time. The Loan
shall be denominated in Swedish Kronor.
"NOTEHOLDERS" means the holders from time to time of the Notes.
"NOTES" means the 10 5/8 % senior secured notes due 2011 and any
additional notes issued under the indenture governing the Notes, dated as
of 10 April 2001, by and between the Lender, Deutsche Bank AG London, as
principal paying agent, and the Trustee.
"PREEM PETROLEUM" means Preem Petroleum AB, reg. no. 556072-6977.
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2(2)
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"SECURITY INTEREST" means any mortgage, pledge, lien, charge, assignment
by way of security, hypothecation, security interest, title retention
(other than in respect of goods purchased in the ordinary course of
trading), sale and repurchase or sale and lease-back arrangement or any
other agreement or arrangement in each case having the effect of
conferring security.
"SENIOR DEBT" means all present and future liabilities of the Borrower to
the Noteholders under the Notes and the Indenture, absolute or contingent,
whether or not matured, including, without limitation, principal,
interest, damages and costs.
"SHAREHOLDER LOAN NO. 1B" means the Shareholder Loan Agreement No. 1B
entered into on or about the date hereof between the Borrower as lender
and Preem Petroleum as borrower.
"STIBOR" means the Stockholm Interbank Offered Rate as quoted on the
Reuters screen SIOR (or such other screen as may replace that screen) at
or about 11.00 a.m. (Stockholm time) on the relevant date or, if the
relevant rate does not appear, the average (rounded upwards to four
decimal places) of the rates which prime banks were offering to other
prime banks in the Stockholm interbank market for deposits in Swedish
Kronor as of 11.00 a.m. (Stockholm time) on the relevant date, in each
case for a period of thirty (30) days.
"SUBORDINATED DEBT" means (i) the indebtedness of the Borrower to the
Lender hereunder, and (ii) any other indebtedness of the Borrower to the
Lender, absolute or contingent, whether or not matured, including, without
limitation, principal, interest, damages and costs.
"SUBORDINATION PERIOD" means the period from the Effective Date until the
date on which all Senior Debt has been fully and finally satisfied.
"SUBSIDIARY" means any Swedish or foreign legal entity (whether
incorporated or not), which is a subsidiary (Sw: DOTTERBOLAG) of the
Borrower, directly or indirectly, in accordance with the Swedish Companies
Act (Sw: AKTIEBOLAGSLAGEN).
"SWEDISH KRONOR" or "SEK" means the lawful currency of Sweden.
"TAXES" means all types (whether now existing or introduced in the future)
of income and other taxes, levies, imposts, deductions, charges and
withholdings whatsoever together with interest thereon and penalties and
surcharges with respect thereto, if any, and any payments made on or in
respect thereof, and "TAX" and "TAXATION" shall be construed accordingly.
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3(3)
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"TRUSTEE" means Bankers Trust Company, as Trustee under the indenture
governing the Notes, dated as of 10 April 2001, by and between the Lender,
Deutsche Bank AG London, as principal paying agent, and the Trustee.
1.2 INTERPRETATION
1.2.1 A reference in this Agreement or in any other document referred to herein
or delivered in connection herewith to a statute or any provision thereof
shall refer also to that statute or provision as amended or re-enacted.
1.2.2 A reference in this Agreement or in any other document referred to herein
or delivered in connection herewith to an agreement or document shall
refer also to such agreement or document as amended, varied or
supplemented and shall include all appendices and other attachments.
2. SHAREHOLDER LOANS
2.1 On the Effective Date the Lender shall provide the Borrower with a loan,
subject to the terms of this Agreement. The amount of such loan shall be
determined in accordance with the Debt Restructuring Agreement. Such loan
amount shall constitute Subordinated Debt.
2.2 Any further indebtedness owed by the Borrower to the Lender shall also
constitute Subordinated Debt, unless the parties agree otherwise (provided
this is permissible pursuant to the terms of the Notes and the Indenture).
Such further indebtedness shall be incurred as agreed between the parties.
2.3 Any distributions from Preem Petroleum to the Borrower by way of group
contributions (Sw: KONCERNBIDRAG) which are made in the form of
subordinated loans from the Borrower to Preem Petroleum under Clause 2.3
of the Shareholder Loan Agreement No. 1B, shall be further distributed
from the Borrower to the Lender as group contributions in the form of
loans hereunder from the Lender to the Borrower, so that the amount of
such loans shall constitute Subordinated Debt.
2.4 Nothing in this Agreement shall prevent the Borrower from incurring other
debt owed to the Lender which is not Subordinated Debt (to the extent this
is not prohibited under the terms of the Notes or the Indenture), from
repaying such other debt or from paying interest on such other debt.
3. REPAYMENT
The Borrower shall not repay the Loan during the Subordination Period,
except with the prior written consent of the Trustee.
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4(4)
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4. INTEREST
4.1 Neither the Loan nor any other amount which may be payable hereunder shall
carry interest before the date on which such amount is due and payable.
4.2 If the Borrower fails to pay an amount payable by it under this Agreement
on the due date, it shall forthwith on demand by the Lender pay interest
on the overdue amount from the due date up to the date of actual payment
at a rate determined by adding a margin of two (2) percentage units to
STIBOR on the due date. Interest shall be compounded at end of each thirty
(30) day period during which the overdue amount remains outstanding.
5. PAYMENTS
5.1 All payments by the Borrower under this Agreement shall be made for value
on the due date (at such time as is customary for the settlement of
transactions in the relevant currency) and in immediately available funds
to the account at such office or bank as the Lender may designate from
time to time. Any such designation shall be notified to the Borrower not
later than five (5) Business Days before the payment is due.
5.2 All payments made by the Borrower under this Agreement shall be made
without set-off or counterclaim.
5.3 If a payment is due on a day which is not a Business Day, the due date for
that payment shall instead be the following Business Day.
5.4 A repayment or prepayment of the Loan is payable in Swedish Kronor.
Amounts payable in respect of costs, expenses and Taxes and the like are
payable in the currency in which they are incurred.
5.5 If Swedish Kronor is replaced as legal tender in Sweden by the euro, all
references to Swedish Kronor in this Agreement shall be deemed to be
references to the euro, provided that the Lender, acting reasonably and in
good faith and after having consulted with the Borrower, shall determine
at what time such replacement shall be made for the purpose of this
Agreement in the event that such replacement includes a transition period.
In case of any such change of currency, this Agreement shall be amended to
the extent the Lender specifies to be necessary to reflect the change in
currency and to put the Lender and the Borrowers in the same position, so
far as possible, that they would have been in if no change of currency had
occurred.
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5(5)
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6. WITHHOLDINGS
6.1 All payments to be made by the Borrower hereunder shall be made free and
clear of any deduction or withholding.
6.2 If the Borrower is required by law to make any deduction or withholding on
account of Tax or otherwise from any payment to the Lender hereunder, the
sum due from it in respect of such payment shall be increased to the
extent necessary to ensure that, after making of such deduction or
withholding, the Lender receives a net sum equal to the sum which it would
have received had no deduction or withholding been made.
6.3 This Clause 6 (Withholdings) shall not apply in the case of deductions or
withholdings to be made with reference to income tax on its overall income
ultimately due by the Lender by operation of applicable laws.
7. INDEMNITIES
If the Lender receives an amount in respect of the Borrower's liability
under this Agreement or if that liability is converted into a claim,
proof, judgement or order in a currency other than the currency in which
such obligation is due (the "CONTRACTUAL CURRENCY"):
(a) the Borrower shall on demand indemnify the Lender as an independent
obligation against any loss or liability arising out of or as a
result of the conversion;
(b) if the amount received by the Lender, when converted into the
Contractual Currency at a market rate in the usual course of its
business, is less than the amount owed in the Contractual Currency,
the Borrower shall on demand pay to the Lender an amount in the
Contractual Currency equal to the deficit; and
(c) the Borrower shall on demand pay to the Lender any exchange costs
and Taxes payable in connection with any such conversion.
8. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
(a) it is a limited liability company, duly incorporated and validly
existing under the laws of Sweden, with full power and authority to
carry on its business as it is being conducted and to execute and
perform all of its
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6(6)
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obligations under this Agreement and all action required to
authorise such execution and performance has been duly taken;
(b) the execution and performance of this Agreement will not violate any
applicable law or regulation or contravene any provision of its
Articles of Association; and
(c) subject to the qualifications in the legal opinions as to matters of
law in force on the date of this Agreement and not fact, this
Agreement constitutes its legal, valid and binding obligations
enforceable in accordance with its terms.
9. RESTRICTIONS IN RELATION TO THE LOAN
9.1 The Borrower undertakes that, during the Subordination Period, except as
expressly permitted by this Agreement or with the prior written consent of
the Trustee, it will not, and will procure that no Subsidiary will:
(a) pay, prepay or repay, discharge by way of set-off, or acquire, any
Subordinated Debt;
(b) pay interest on any Subordinated Debt;
(c) create or permit to subsist, any Security Interest or other
encumbrance over any of its assets, or give any financial support,
for any Subordinated Debt; or
(d) take or omit to take any action whereby the ranking and/or
subordination of the Subordinated Debt contemplated by this
Agreement may be impaired.
9.2 The Lender undertakes that, during the Subordination Period, except as
expressly permitted by this Agreement or with the prior written consent of
the Trustee, it will not:
(a) demand or receive payment, prepayment or repayment, or accept
discharge by way of set-off, of any Subordinated Debt;
(b) demand or receive any payment of interest on any Subordinated Debt;
(c) receive or permit to subsist, any Security Interest or other
encumbrance, or give any financial support, for any Subordinated
Debt;
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7(7)
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(d) assign, transfer or otherwise dispose of any Subordinated Debt to a
third party; or
(e) commence any proceedings against the Borrower or any Subsidiary in
respect of any Subordinated Debt (including, without limitation,
applying for enforcement of any amount outstanding or for the
liquidation, bankruptcy or re-organisation of the Borrower or any
Subsidiary).
10. SUBORDINATION IN CASE OF INSOLVENCY
10.1 In the insolvency or bankruptcy of the Borrower or any Subsidiary
initiated during the Subordination Period, the Lender shall endeavour to
procure that any distributions with respect to the Subordinated Debt by
the bankruptcy administrator or liquidator, or any other person making the
distribution, are made to the Trustee on behalf of the Noteholders to the
extent necessary to repay all the Senior Debt in full.
10.2 Any release, discharge or settlement between Lender and the Trustee on
behalf of the Noteholders (or any of them) shall be conditional upon no
security, disposition or payment to any Noteholder being void, set aside
or ordered to be refunded pursuant to any law relating to bankruptcy,
liquidation or insolvency, or for any other reason whatsoever, and if such
condition shall not be fulfilled the Trustee on behalf of the Noteholders
shall be entitled to enforce this Agreement subsequently as if such
release, discharge or settlement had not occurred and any such payment had
not been made.
11. REDISTRIBUTION OF PAYMENTS
11.1 In the event that any payment in respect of Subordinated Debt is received
by the Lender, in cash or in kind, by way of set-off or otherwise, in
violation of this Agreement, the Lender shall hold such payment, up to the
amount of the Senior Debt, separated and for the account of the
Noteholders, and promptly pay it to the Trustee for distribution to the
Noteholders for application towards the Senior Debt.
11.2 If the Senior Debt is partially paid out of any proceeds received in
respect of or on account of any Subordinated Debt, the Lender will not be
entitled to exercise any subrogation right to the Senior Debt until the
Senior Debt has been irrevocably paid and discharged in full.
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8(8)
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12. FURTHER ASSURANCES OF SUBORDINATION
12.1 The Borrower, the Lender and the Trustee shall enter into a Confirmation
of Subordination to confirm that Trustee on behalf of the Noteholders has
the benefit of the subordination provisions in this Agreement.
12.2 Each of the Lender and the Borrower undertakes, at its own expense, from
time to time, upon reasonable request, to do all such acts and execute all
such documents as may be necessary for giving full effect to the
subordination of the Subordinated Debt to the Senior Debt as envisaged by
this Agreement and securing to the Trustee on behalf of the Noteholders
the full benefit of the rights, powers and remedies conferred upon them in
this Agreement.
13. ASSIGNMENT
13.1 The Borrower may not assign, transfer, novate or dispose of any of, or any
interest in, its rights and/or obligations under this Agreement.
13.2 The Lender may not assign, transfer, novate or dispose of any of, or any
interest in, its rights and/or obligations under this Agreement.
14. MISCELLANEOUS
14.1 No amendment to this Agreement shall be effective against any party unless
made in writing and signed by such party.
14.2 No delay or omission in exercising any powers or privileges hereunder
shall be construed as a waiver thereof or an acquiescence therewith. Any
exercise of any part of the rights shall not preclude subsequent
enforcement of any such rights which have not, or have not fully, been
exercised.
15. NOTICES
15.1 All notices or other communications under or in connection with this
Agreement shall be in the English language and be given by letter or by
telefax (and, in the case of telefax, confirmed by letter). Any such
notice will be deemed to be given as follows:
(a) if by letter, when delivered to the address notified in accordance
with Clause 15.3; and
(b) if by telefax, when received.
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9(9)
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15.2 Any notice received on a non-working day or after business hours in the
place of receipt will only be deemed to be given on the next working day
in that place.
15.3 The address and telefax number of each party for all notices under or in
connection with this Agreement are:
The Lender: Corral Petroleum Holdings AB (publ)
Attention: Managing Director
Biblioteksgatan 29
P.O. Box 5785
SE-114 87 Stockholm
Sweden
Telephone: +46 8 614 13 00
Telefax: +46 8 614 13 14
The Borrower: Preem Holdings AB (publ)
Attention: Richard Ohman
Biblioteksgatan 29
P.O. Box 5785
SE-114 87 Stockholm
Sweden
Telephone: +46 8 614 13 00
Telefax: +46 8 614 13 14
or any other address notified by one party to the other parties by not
less than five (5) Business Days' notice.
16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be governed by and construed in accordance with
Swedish law.
16.2 The courts of Sweden shall have non-exclusive jurisdiction over matters
arising out of or in connection with this Agreement. The City Court of
Stockholm shall be court of first instance.
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10(10)
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IN WITNESS WHEREOF, this Agreement has been signed in two (2) originals, of
which the parties have received one each.
CORRAL PETROLEUM HOLDINGS AB (publ)
as Lender
/s/ Richard Ohman
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Name: Richard Ohman
PREEM HOLDINGS AB (publ)
as Borrower
/s/ Karim Karaman /s/ Lars Nelson
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Name: Karim Karaman Name: Lars Nelson
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1(1)
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SCHEDULE 1
FORM OF CONFIRMATION OF SUBORDINATION
This CONFIRMATION OF SUBORDINATION is entered into in connection with the
Shareholder Loan Agreement No. 2 entered into between Corral Petroleum Holdings
AB (publ) (the "JUNIOR LENDER") and Preem Holdings AB (publ) (the "BORROWER") on
10 April 2001 (the "AGREEMENT"). Terms defined in the Agreement shall have the
same meanings when used herein.
The Agreement contains provisions to the effect that the Loan shall be
subordinated to the Borrower's indebtedness to the Noteholders during the
Subordination Period. The Agreement also provides Bankers Trust Company (the
"TRUSTEE") acting on behalf of the Noteholders with certain rights.
The parties hereby agree that the Trustee, acting on behalf of the Noteholders,
shall have the benefit of all rights conferred upon it in the Agreement. All
indebtedness owed by the Borrower to the Noteholders shall constitute Senior
Debt under the Agreement. The parties further agree that any amendment of,
variation or modification to, or termination of, the Agreement (including the
waiver of any right under the Agreement) shall require the prior written consent
of the Trustee.
The address and telefax number of the Trustee for all notices under or in
connection with this Confirmation of Subordination are:
[ADDRESS]
Attention: [TITLE]
Telephone: [NUMBER]
Telefax: [NUMBER]
or any other address notified by the Trustee to the other parties by not less
than five (5) Business Days' notice. The addresses and telefax numbers of the
Junior Lender and the Borrower are set out in the Agreement.
All notices or other communications under or in connection with this
Confirmation of Subordination shall be in the English language and be given by
letter or by telefax (and, in the case of telefax, confirmed by letter). Any
such notice will be deemed to be given, if by letter, when delivered to the
address notified in accordance with the above, and, if by telefax, when
received. Any notice received on a non-working day or after business hours in
the place of receipt will only be deemed to be given on the next working day in
that place.
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2(2)
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This Confirmation of Subordination shall be governed by and construed in
accordance with Swedish law. The courts of Sweden shall have non-exclusive
jurisdiction over matters arising out of or in connection with this Confirmation
of Subordination. The City Court of Stockholm shall be court of first instance.
Date: [DATE]
PREEM HOLDINGS AB (publ) CORRAL PETROLEUM HOLDINGS AB (publ)
as Borrower as Junior Lender
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Name: Name:
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Name:
BANKERS TRUST COMPANY
as Trustee
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Name:
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Name: