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Exhibit 10.6
SHARE PLEDGE AGREEMENT
10 APRIL 2001
BETWEEN
PREEM HOLDINGS AB (PUBL)
AS PLEDGOR
AND
BANKERS TRUST COMPANY
AS TRUSTEE
REGARDING SHARES IN PREEM PETROLEUM AB
MANNHEIMER SWARTLING ADVOKATBYRA
STOCKHOLM, SWEDEN
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This SHARE PLEDGE AGREEMENT is dated as of 10 April 2001 between:
PREEM HOLDINGS AB (PUBL), reg. no. 556206-9673, (the "PLEDGOR"); and
BANKERS TRUST COMPANY, as trustee on behalf of the Noteholders (as defined
below), (the "TRUSTEE").
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
"AGREEMENT" means this Share Pledge 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.
"COMPANY" means Preem Petroleum AB, reg. no. 556072-6977.
"EVENT OF DEFAULT" has the meaning as defined in the Indenture and also
includes any breach of this Agreement by the Pledgor.
"INDENTURE" means the indenture dated as of 10 April 2001 by and between
the Pledgor, Deutsche Bank AG London, as principal paying agent, and the
Trustee governing the Notes.
"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.
"SECURED OBLIGATIONS" means any and all of the Pledgor's present and
future obligations to the Trustee and the Noteholders under the Notes and
the Indenture.
"SECURED PARTIES" means the Trustee, on behalf of itself, and the
Noteholders, and their successors and assignees from time to time.
"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.
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3(2)
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"SHARES" means (i) all the shares, being 610,258 shares (represented by
one share certificate No. 1-610,258), in the capital of the Company,
having a nominal value of SEK 1,000 per share and representing one hundred
(100) per cent of the total number of shares in the Company, and (ii) such
new shares that may be issued whether by an increase of the Company's
share capital, or a change in the nominal value of the shares.
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. PLEDGE AND GRANT OF SECURITY
2.1 The Pledgor hereby pledges to the Secured Parties, all of the Pledgor's
title to and interest in the Shares as security for the due and punctual
performance of the Secured Obligations.
2.2 Subject to the other provisions of this Agreement, the pledge includes all
rights which derive from the Shares including, but not limited to, the
right to participate in new or bonus issues of shares, the right to
participate in issues of convertible debt instruments and other securities
and the right to receive dividends whether in cash or in kind.
2.3 The Security Interest created herein shall not be affected in any way by
any variation, extension, waiver, compromise or release of any or all of
the Secured Obligations, the Indenture or of any security from time to
time therefor, or by any change in the laws, rules or regulations of any
jurisdiction or by any present or future action of any governmental
authority or court amending, varying, reducing or otherwise affecting, or
purporting to amend, vary, reduce or otherwise affect, any of the Secured
Obligations or the Indenture.
2.4 This pledge shall be in addition to and independent of any other pledge,
guarantee, or other security given in respect of the Secured Obligations.
2.5 The Secured Parties are entitled to decide in their own discretion which
security interests and in what order such security interests shall be
applied towards satisfaction of the Secured Obligations and the Pledgor
shall not be entitled to claim any right to any other security given to
the Secured Parties.
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4(3)
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3. PERFECTION OF SECURITY
3.1 The Pledgor shall on the date hereof deliver to the Trustee the share
certificate evidencing the Shares endorsed in blank. Should any shares in
the Company be issued in the future, the Pledgor shall promptly deliver to
the Trustee any share certificates evidencing such shares endorsed in
blank together with any coupons and other documents pertaining thereto.
The Trustee shall hold the share certificates in Sweden on behalf of
itself and the Noteholders.
3.2 For as long as no Event of Default has occurred, all dividends declared on
or in respect of the Shares and any other payments with respect to the
Shares shall be paid to the Pledgor. Following the occurrence of an Event
of Default, and for as long as it is continuing, all dividends and any
other payments with respect to the Shares shall be paid to the Trustee on
behalf of the Secured Parties. Any dividends or other payments with
respect to the Shares paid to the Trustee shall become part of the
security created herein and be applied towards satisfaction of the Secured
Obligations in accordance with Clause 7 of this Agreement.
3.3 The Pledgor shall on the date hereof inform the Company of the pledge and
Security Interest over the Shares created hereby in the form attached
hereto as SCHEDULE 1 and the Company shall have acknowledged receipt of
such notice.
3.4 The Pledgor shall on the date hereof issue to the Trustee on behalf of the
Noteholders a separate power of attorney in the form of SCHEDULE 2 giving
the Trustee on behalf of the Noteholders the right to participate and vote
for the Shares at shareholders' meetings in the Company, provided an Event
of Default has occurred and is continuing. The Pledgor shall renew the
power of attorney annually or from time to time, at the request of the
Trustee, so that it remains continually in effect.
3.5 During the term of this Agreement, and except as provided below, the
Pledgor shall have the right to vote for the Shares in a manner not
inconsistent with the terms of this Agreement and the Indenture. Upon the
occurrence and during the continuance of an Event of Default, the Trustee
on behalf of the Noteholders may, at its own option and to the exclusion
of the Pledgor, exercise all voting powers under the power of attorney
given pursuant to Clause 3.4 hereof, as the Noteholders may direct in
accordance with the terms of the Indenture.
3.6 The Trustee shall, when all Secured Obligations have been duly and
irrevocably fulfilled and discharged, promptly release the Security
Interest created hereby and return the share certificates evidencing the
Shares and any outstanding power of attorney to the Pledgor. The Trustee
shall promptly notify the Company that the Security Interest over the
Shares has been so released. In
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5(4)
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addition, the Trustee shall promptly release the Security Interest created
hereby to the extent requested by the Company in connection with any
release of Collateral (as such term is defined in the Indenture) meeting
the requirements of Section 10.3 and 10.4 of the Indenture.
4. POWERS OF THE TRUSTEE
For the purpose of enforcing the security created by this Agreement upo+n
the occurrence of an Event of Default, the Pledgor irrevocably authorises
and empowers the Trustee, on behalf of the Noteholders, or any nominee or
agent designated by the Trustee, without notice to or assent by the
Pledgor, to act in its own name or in the name of the Pledgor, and to do
all acts and take any steps it deems necessary or appropriate in respect
of the Shares or otherwise. The power of attorney set out in this Clause 4
is irrevocable and shall be valid for as long as this Agreement remains in
force.
5. EXERCISE OF SHAREHOLDER RIGHTS
5.1 The Pledgor shall not vote for any resolution authorising an issue of new
shares, convertible debt instruments or other securities in the Company
unless the Pledgor extends the pledge contained in this Agreement to such
issue and perfects such security in accordance with all applicable legal
requirements.
5.2 The Pledgor shall not vote for any resolution for the reduction of the
Company's share capital (Sw: NEDSATTNING AV AKTIEKAPITAL).
5.3 The Pledgor shall not, without the prior written consent of the Trustee,
vote for any resolution for the winding-up (Sw: LIKVIDATION) of the
Company, unless the winding-up is required by mandatory legislation, or
for any resolution for the commencement of insolvency proceedings (Sw:
konkurs), company re-organisation (Sw: FORETAGSREKONSTRUKTION) or other
similar proceedings with respect to the Company.
6. COVENANTS OF THE PLEDGOR
6.1 The Pledgor shall not dispose or attempt to dispose of the Shares or any
interest therein, except in accordance with the Indenture.
6.2 The Pledgor shall not create or agree or attempt to create any Security
Interest or third party right on or over the Shares or any interest
therein other than the Security Interest created through this Agreement.
6.3 The Pledgor shall refrain from any acts, including assertion of any rights
under the Articles of Association of the Company, or omissions, the
purpose or effect
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6(5)
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of which is or would be that the Shares cease to exist or are encumbered
in any way other than as a consequence of or in accordance with this
Agreement.
6.4 The Pledgor shall at its own expense, from time to time, including upon
reasonable request of the Trustee, do all such acts and execute all such
documents as are necessary for giving full effect to this Agreement and
securing to the Secured Parties the full benefit of the rights, powers and
remedies conferred upon the Secured Parties in this Agreement.
7. EXERCISE OF REMEDIES AND APPLICATION OF PROCEEDS
7.1 Upon notice being served on the Trustee under Clause 7.5 of the Indenture
following the occurrence of an Event of Default and at all times
thereafter, so long as the same shall be continuing, the Trustee: (i)
shall concurrently serve such notice on the Pledgor, and (ii) may, in its
sole discretion and in addition to any other remedies provided herein or
by applicable law, sell the Shares or any part thereof publicly or
privately, for cash or other consideration, after the Trustee has given
the Pledgor ten (10) Business Days' prior written notice of the time and
place of any such public sale, or the time after which any such private
sale may be made.
7.2 If the Trustee, any of the Secured Parties or any party affiliated with
the Trustee or any of the Secured Parties, purchases the Shares or any
part thereof at a private sale following an application of Clause 7.1
hereof, an independent valuation agency, appointed by the Stockholm
Chamber of Commerce, shall be engaged as an expert to determine the fair
market value of the Shares or the part thereof. The Trustee shall procure
that any purchaser under this Clause 7.2 hereof shall pay (in cash or
other consideration) to the Trustee the difference, if any, between such
determined value and the price initially paid by such purchaser for the
Shares or the part thereof.
7.3 The Trustee shall not be liable for any loss arising from or in connection
with the enforcement of its rights under this Agreement or the sale or
disposal of the Shares or any part thereof provided that the Trustee has
acted in accordance with the standards set forth in the Indenture.
7.4 All reasonable costs and expenses (including legal fees) incurred by the
Trustee or the Secured Parties in connection with the enforcement of the
security created by this Agreement shall be borne by the Pledgor and the
Pledgor shall indemnify and hold the Trustee and the Secured Parties
harmless in respect of such costs and expenses. All costs and expenses
shall be included in the Secured Obligations. This indemnity shall survive
the termination of this Agreement, and the resignation and removal of the
Trustee.
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7(6)
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7.5 Chapter 10 of the Swedish Commercial Code (Sw: HANDELSBALKEN) shall not
apply to the exercise of the powers of sale as stated in Clause 7.1
hereof.
7.6 All moneys (or other consideration) received by the Trustee, or its
designee, in exercise of the rights, powers and remedies under this
Agreement or by law shall be applied by the Trustee in discharge of the
Secured Obligations in the manner and order determined by the Trustee, in
accordance with the terms of the Indenture. When all Secured Obligations
have been fully and irrevocably discharged, the surplus (if any) shall be
paid to the Pledgor.
8. REPRESENTATIONS AND WARRANTIES
8.1 The Pledgor 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 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 or any agreement or arrangement to which the
Company or the Pledgor is a party; and
(c) this Agreement constitutes a legally valid and perfected pledge over
the Shares, implying obligations of the Pledgor, enforceable in
accordance with its terms.
8.2 The Pledgor further represents and warrants that:
(a) the Pledgor has full ownership of the Shares and no Security
Interest is in existence over the Shares or any part thereof or
interest therein, except the Security Interest created hereby;
(b) the Company is duly incorporated and validly existing under the laws
of Sweden as a limited liability company;
(c) the Shares have been duly authorised, validly issued and fully paid
and constitute one hundred (100) per cent of the Company's issued
share capital and no coupons or other documents pertaining to the
Shares exist;
(d) neither the Pledgor nor the Company has issued, granted or entered
into any outstanding options, warrants or other rights of any kind,
the
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8(7)
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content of which includes a right to acquire, or an obligation to
issue, shares or other equity interests in the Company; and
(e) the Company has not taken any action nor have any steps been taken
or legal proceedings been started or threatened against it for its
winding-up (Sw: LIKVIDATION) or re-organisation (Sw:
FORETAGSREKONSTRUKTION) or for the commencement of insolvency
proceedings (Sw: KONKURS), appointment of a liquidator,
administrator or similar officer of it or of any part of its assets.
9. MISCELLANEOUS
9.1 The Trustee and any Secured Party may assign its rights and obligations
hereunder without the consent of the Pledgor, in accordance with the
Indenture. The Pledgor shall take all reasonable action necessary to
preserve the Security Interest created hereunder in connection with any
such assignment.
9.2 No delay or omission in exercising any powers or privileges hereunder
shall be construed as a waiver thereof. 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.
9.3 No amendment to this Agreement shall be effective against any party unless
made in writing and signed by such party hereto.
10. LIMITATION OF THE TRUSTEE'S AND THE SECURED PARTIES' LIABILITY
10.1 Neither the Trustee nor any of the Secured Parties shall be held
responsible for any damage arising out of any Swedish or foreign legal
enactment, or any measure taken by a Swedish or foreign public authority,
or war, strike, lockout, boycott, blockade or any other similar
circumstance. The reservation in respect of strikes, lockouts, boycotts
and blockades applies even if the Trustee or any Secured Party itself
takes such measures, or is subject to such measures.
10.2 Neither the Trustee nor any of the Secured Parties shall incur any
liability to the Pledgor pursuant to this Agreement provided that the
Trustee has acted in accordance with the standards set forth in the
Indenture. The Trustee and the Secured Parties shall not in any case be
held responsible for any indirect or consequential damage.
10.3 Should an obstacle described in Clause 10.1 hereof arise which prevents
the Trustee and/or the Secured Parties from taking any action required to
comply with this Agreement, such action may be postponed until the
obstacle has been removed.
10.4 The rights and duties of the Trustee are subject to the terms of the
Indenture and in case of any discrepancy between the terms of this
Agreement and the Indenture, the Indenture shall prevail.
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9(8)
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11. NOTICES
11.1 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 11.3 hereof; and
(b) if by telefax, when received.
11.2 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.
11.3 The address and telefax number of each party for all notices under or in
connection with this Agreement are:
The Pledgor: 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
The Trustee: Bankers Trust Company
Four Albany Street
Corporate Trust and Agency Services
New York, NY 10006
USA
Attention: Carol Ng
Telephone: +1 212 250 61 47
Telefax: +1 212 250 09 33
or any other address notified by one party to the other parties by not
less than five (5) Business Days' notice.
12. GOVERNING LAW AND JURISDICTION
12.1 This Agreement shall be governed by and construed in accordance with
Swedish law.
12.2 The Pledgor submits to the non-exclusive jurisdiction of the courts of
Sweden in relation to any matter arising out of or in connection with this
Agreement. The City Court of Stockholm shall be court of first instance.
Nothing herein shall require the Trustee to consent to venue or submit to
the jurisdiction of non-US courts.
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10(9)
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IN WITNESS WHEREOF, this Agreement has been signed in two (2) originals, of
which the parties have received one each.
BANKERS TRUST COMPANY
/s/ Aileen McCormack /s/ C.A. Morris
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Name: Aileen McCormack Name: C.A. Morris
PREEM HOLDINGS AB (publ)
/s/ Karim Karaman /s/ Richard Ohman
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Name: Karim Karaman Name: Richard Ohman
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1(1)
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SCHEDULE 1
To: Preem Petroleum AB
Attention: [TITLE]
NOTIFICATION OF PLEDGE OF SHARES
This is to notify you that pursuant to a pledge agreement dated 10 April 2001
(the "PLEDGE AGREEMENT") between Preem Holdings AB (publ) (the "PLEDGOR") and
Bankers Trust Company, as Trustee, on behalf of itself and on behalf of the
Noteholders (the "TRUSTEE"), the Pledgor has pledged 610,258 shares, in the
capital of Preem Petroleum AB (the "COMPANY") and such new shares as may be
issued following an increase or other change of the Company's share capital (the
"SHARES") to the Secured Parties, which are represented by the Trustee, as
security for the Secured Obligations. Capitalised terms not defined herein shall
have the meanings ascribed to them in the Pledge Agreement.
The pledge includes all rights derived from the Shares, including, but not
limited to, the right to participate in new or bonus issues of shares, the right
to participate in issues of convertible debt instruments and other securities,
and the right to receive dividends whether in cash or in kind. Any dividend
shall be paid to the Pledgor until other instructions are given by the Trustee,
subject to the terms of the Pledge Agreement.
The Pledgor has by way of power of attorney empowered any person duly appointed
by the Trustee to attend all general meetings of the shareholders of the Company
as the Pledgor's representative and to vote at such general meeting for all
shares owned by the Pledgor, provided an Event of Default under the Indenture or
the Pledge Agreement has occurred and is continuing. The power of attorney is
irrevocable and will, when the Trustee certifies to you that an Event of Default
under the Indenture or the Pledge Agreement has occurred and is continuing,
exclude the Pledgor from exercising the voting rights at the general meeting of
shareholders in the Company.
Please acknowledge receipt of this letter by signing in the space provided below
and returning a copy of this letter to each of the Pledgor and the Trustee.
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2(2)
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Date: [DATE]
PREEM HOLDINGS AB (publ)
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Name: Name:
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We hereby acknowledge receipt of the above notification of pledge of shares and
confirm that the pledge has been noted in the share register. We further confirm
that we have not prior to the date hereof been notified of any pledge over the
Shares.
Date: [DATE]
PREEM PETROLEUM AB
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Name: Name:
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1(1)
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SCHEDULE 2
POWER OF ATTORNEY
This power of attorney is issued pursuant to a pledge agreement dated 10 April
2001 (the "PLEDGE AGREEMENT") between Preem Holdings AB (publ) (the "PLEDGOR")
and Bankers Trust Company (the "TRUSTEE") on behalf of certain Noteholders (as
defined in the Pledge Agreement).
The Pledgor hereby empowers any person duly appointed by the Trustee to attend
all general meetings of the shareholders in Preem Petroleum AB, reg. no.
556072-6977, (the "COMPANY") and to vote at such general meetings for all shares
in the Company owned by the Pledgor, provided that the Trustee certifies to the
Company that an Event of Default under the Indenture or the Pledge Agreement has
occurred and is continuing.
This power of attorney is irrevocable and will, when the Trustee certifies that
a Event of Default under the Pledge Agreement has occurred and is continuing,
exclude the Pledgor from exercising the voting rights at the general meeting of
shareholders of the Company. This power of attorney may not be used prior to the
time of such certification.
This power of attorney shall in all respects be governed by and construed in
accordance with the laws of Sweden.
This power of attorney becomes effective on the date it is signed by the Pledgor
and it shall remain in force for one year from such date.
Date: [DATE]
PREEM HOLDINGS AB (publ)
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Name: Name: