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Exhibit 10.4
DEBT RESTRUCTURING AGREEMENT
10 APRIL 2001
AMONG
CORRAL PETROLEUM HOLDINGS AB (PUBL)
AND
PREEM HOLDINGS AB (PUBL)
AND
PREEM PETROLEUM AB
MANNHEIMER SWARTLING ADVOKATBYRA
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This DEBT RESTRUCTURING AGREEMENT is dated as of 10 April 2001 among:
CORRAL PETROLEUM HOLDINGS AB (PUBL), reg. no. 556477-1284, ("CORRAL");
PREEM HOLDINGS AB (PUBL), reg. no. 556206-9673, ("HOLDINGS"); and
PREEM PETROLEUM AB, reg. no. 556072-6977, ("PREEM PETROLEUM").
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
"AGREEMENT" means this Debt Restructuring Agreement.
"ASSIGNED SHAREHOLDER LOAN AMOUNT" means the outstanding amount under the
Existing Shareholder Loan less the Repaid Shareholder Loan Amount.
"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.
"EFFECTIVE DATE" means the day on which the Gross Note Proceeds, after
deduction of fees payable and expenses reimbursable pursuant to the terms
of the Purchase Agreement, are payable to Holdings pursuant to the terms
of the Purchase Agreement.
"EURO" or "EUR" means the single currency of the member states of the
European Union that adopt the euro as its currency in accordance with
legislation of the European Union relating to European Economic and
Monetary Union.
"EXISTING SHAREHOLDER LOAN" means the shareholder loan from Corral to
Preem Petroleum in the total principal amount of SEK 2,259 million, as
evidenced by a loan agreement dated 31 December 2000.
"GROSS NOTE PROCEEDS" means the total gross amount payable to the Initial
Purchasers (as defined in the Purchase Agreement) upon the issuance of the
Notes.
"NET NOTE PROCEEDS" means the Gross Note Proceeds after deduction of (i)
all fees, discounts, costs and expenses incurred in connection with the
issuance of the Notes, and (ii) an amount equal to one interest payment on
the Notes.
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2(2)
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"NEW SHAREHOLDER LOAN NO. 1A" means the loan under the Shareholder Loan
Agreement No. 1A entered into on or about the date hereof between Holdings
as lender and Preem Petroleum as borrower.
"NEW SHAREHOLDER LOAN NO. 1B" means any present and future loan under the
Shareholder Loan Agreement No. 1B entered into on or about the date hereof
between Holdings as lender and Preem Petroleum as borrower.
"NEW SHAREHOLDER LOAN NO. 2" means the loan under the Shareholder Loan
Agreement No. 2 entered into on or about the date hereof between Corral as
lender and Holdings as borrower.
"NOTES" means the notes issued under the Indenture dated on or about the
date hereof between Holdings and the Trustee.
"PAYMENT AMOUNT" means SEK 2,259 million less the SEK Equivalent of the
difference between the Gross Note Proceeds and the Net Note Proceeds.
"PURCHASE AGREEMENT" means the purchase agreement dated 10 April 2001
among Holdings, Deutsche Bank AG, London and UBS AG, acting through its
business group UBS Warburg.
"REPAID SHAREHOLDER LOAN AMOUNT" means so much of the outstanding amount
under the Existing Shareholder Loan as is equal to the Payment Amount.
"SEK EQUIVALENT" means an amount in euro converted into Swedish Kronor at
the spot rate of exchange for purchasing Swedish Kronor with payment in
euro and with delivery on the Effective Date.
"SWEDISH KRONOR" or "SEK" means the lawful currency of Sweden.
"TRUSTEE" means Bankers Trust Company.
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.
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3(3)
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2. DISBURSEMENTS
2.1 Holdings shall use the SEK Equivalent of the Net Note Proceeds as a
disbursement to Preem Petroleum for a part of the amount of the New
Shareholder Loan No. 1A.
2.2 Preem Petroleum shall use an amount disbursed by Holdings pursuant to
Clause 2.1 equal to the Payment Amount to repay the Repaid Shareholder
Loan Amount to Corral.
2.3 All rights to the Assigned Shareholder Loan Amount shall be assigned by
Corral to Holdings on the Effective Date, so that the Assigned Shareholder
Loan Amount is owed by Preem Petroleum to Holdings.
2.4 The amount disbursed by Holdings to Preem Petroleum pursuant to Clause 2.1
together with a part of the Assigned Shareholder Loan Amount equal to the
SEK Equivalent of the difference between the Gross Note Proceeds and the
Net Note Proceeds shall constitute the New Shareholder Loan No. 1A.
2.5 Any remaining amount of the Assigned Shareholder Loan Amount (after
deduction of the amount referred to in Clause 2.4) shall constitute the
New Shareholder Loan No. 1B.
2.6 In consideration of the assignment of the Assigned Shareholder Loan Amount
pursuant to Clause 2.3, Holdings shall agree to repay to Corral an amount
equal to the Assigned Shareholder Loan Amount. Such debt shall constitute
the New Shareholder Loan No. 2.
2.7 Following the transactions described in Clauses 2.1 to 2.6, the following
loans shall be in place:
(a) The New Shareholder Loan No. 1A owed by Preem Petroleum to Holdings.
(b) The New Shareholder Loan No. 1B owed by Preem Petroleum to Holdings.
(c) The New Shareholder Loan No. 2 owed by Holdings to Corral.
2.8 Upon completion of the transactions described in Clauses 2.1 to 2.6, there
shall be no debt owed directly by Preem Petroleum to Corral in respect of
the Existing Shareholder Loan.
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4(4)
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3. PAYMENT INSTRUCTIONS AND CALCULATIONS
3.1 On the Effective Date the SEK Equivalent of the Net Note Proceeds shall be
paid to Preem Petroleum for value on such date (at such time as is
customary for the settlement of transactions in Swedish Kronor) and in
immediately available funds to the account at such bank as Preem Petroleum
has designated.
3.2 Upon receipt of the SEK Equivalent of the Net Note Proceeds, Preem
Petroleum shall pay an amount equal to the Payment Amount to Corral for
value on the same date (at such time as is customary for the settlement of
transactions in Swedish Kronor) and in immediately available funds to the
account at such bank as Corral has designated.
3.3 Any designation by Preem Petroleum or Corral of a bank account shall be
notified to the other parties before the Effective Date.
3.4 On the Effective Date all parties shall sign a confirmation in the form of
SCHEDULE 1 setting out the exact amounts for the transactions described in
Clause 2 (Disbursements). Existing loan notes evidencing the Existing
Shareholder Loan shall be cancelled on the Effective Date.
4. MISCELLANEOUS
4.1 No party may assign, transfer, novate or dispose of any of, or any
interest in, its rights and/or obligations under this Agreement.
4.2 No amendment to this Agreement shall be effective against any party unless
made in writing and signed by such party.
4.3 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.
5. NOTICES
5.1 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 5.3; and
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5(5)
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(b) if by telefax, when received.
5.2 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.
5.3 The address and telefax number of each party for all notices under or in
connection with this Agreement are:
Corral: 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
Holdings: 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
Preem Petroleum: Preem Petroleum AB
Attention: Chief Financial Officer
Sandhamnsgatan 51
P.O. Box 27800
SE-115 90 Stockholm
Sweden
Telephone: +46 8 450 10 00
Telefax: +46 8 450 10 55
or any other address notified by one party to the other parties by not
less than five (5) Business Days' notice.
6. GOVERNING LAW AND JURISDICTION
6.1 This Agreement shall be governed by and construed in accordance with
Swedish law.
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6(6)
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6.2 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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7(7)
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IN WITNESS WHEREOF, this Agreement has been signed in thee (3) originals, of
which the parties have received one each.
CORRAL PETROLEUM HOLDINGS AB (publ)
/s/ Richard Ohman
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Name: Richard Ohman
PREEM HOLDINGS AB (publ)
/s/ Karim Karaman /s/ Lars Nelson
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Name: Karim Karaman Name: Lars Nelson
PREEM PETROLEUM AB
/s/ Richard Ohman /s/ Lars Nelson
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Name: Richard Ohman Name: Lars Nelson
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1(1)
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SCHEDULE 1
FORM OF CONFIRMATION
This CONFIRMATION is entered into in connection with the Debt Restructuring
Agreement entered into among Corral Petroleum Holdings AB (publ), Preem Holdings
AB (publ) and Preem Petroleum AB on 10 April 2001 (the "AGREEMENT"). Terms
defined in the Agreement shall have the same meanings when used herein.
(a) The Effective Date is: [DATE]
(b) The Gross Note Proceeds amount to: EUR [AMOUNT]
(c) The Net Note Proceeds amount to: EUR [AMOUNT]
(d) The spot rate of exchange for EUR/SEK is: [FIGURE]
(e) The Repaid Shareholder Loan Amount is: SEK [PAYMENT AMOUNT]
(f) The Assigned Shareholder Loan Amount is: SEK [EXISTING SHAREHOLDER LOAN
LESS REPAID SHAREHOLDER LOAN]
(g) The New Shareholder Loan No. 1A amounts to: SEK [SEK EQUIVALENT OF GROSS
NOTE PROCEEDS]
(h) The New Shareholder Loan No. 1B amounts to: SEK [ZERO]
(i) The New Shareholder Loan No. 2 amounts to: SEK [ASSIGNED SHAREHOLDER LOAN]
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2(2)
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PREEM HOLDINGS AB (publ) CORRAL PETROLEUM HOLDINGS AB (publ)
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Name: Name:
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Name:
PREEM PETROLEUM AB
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Name:
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Name