Exhibit 4.10


 


TRANSACTION
STRUCTURE AGREEMENT


 


This Agreement (the
“Agreement”) dated April 17, 2002, is made by and between


 


a)                                      Preem Petroleum AB
(“Preem”),


b)                                     Hydro Aluminium
Conductor AB, changing its corporate name to Hydro R&M Holding
AB, (“Hydro”), and


c)                                      Skandinaviska
Raffinaderi AB Scanraff (“Scanraff”)


 


WHEREAS Preem owns 1,570,350
shares and Hydro the remaining 429,650 shares of Scanraff,


 


WHEREAS Preem owns 875,000
shares and Hydro the remaining 875,000 shares of Skandinaviska Kracker AB
Scancracker (“Scancracker”),


 


WHEREAS Preem and Hydro have
agreed to combine the operations, assets and liabilities of Scanraff and
Scancracker into a joint refining company with unitised ownership shares and
processing rights being held 75 % by Preem and 25 % by Hydro (the “Ownership
Ratio”),


 


WHEREAS Preem and Hydro have
agreed to use Scanraff as such joint refining company by assigning all shares
of Scancracker to Scanraff in return for the issuance of such number of shares
in Scanraff as is required in order to meet the Ownership Ratio,


 


WHEREAS present share capital
of Scanraff is SEK 200,000,000 represented by 2,000,000 shares and thus the
issuance of 281,400 new shares to be subscribed by Preem and Hydro in equal
parts is required to meet the Ownership Ratio whereupon Preem will hold
1,711.050 shares and Hydro will hold 570,350 shares, and


 

















 


WHEREAS the Ownership Ratio
represents split terms for the underlying fixed assets of Scanraff and
Scancracker and shall represent split terms for the net value of other assets
and liabilities as from April 1, 2002 (the “Effective Date “)


 


Now THEREFORE, the parties hereto have agreed as follows.


 


1.                                      Transfer of
Shares


 


1.1                                 Hydro and Preem
hereby undertake to assign all their 1,750,000 shares of Scancracker (“the
Shares”) to Scanraff and in consideration therefore each subscribe for 140,700
shares in Scanraff, each share with a nominal value of SEK 100, to be issued at
a general meeting of Scanraff, held not later than May 7, 2002.


1.2                                 Hydro and Preem
hereby undertake to waive their redemption rights under the Articles of
Association of Scancracker as regards the acquisition by Scanraff from Hydro
and Preem of the Shares.


1.3                                 Hydro and Preem
hereby represent and warrant to each other that each of Hydro and Preem has
full and exclusive title to its respective shares in Scancracker and that all
Shares are free and clear of any restrictions and are freely transferable to
Scanraff subject to the waiver set out in 1.2 above.


 


2.                                      Parties
obligations


 


2.1                                 The
Parties hereby undertake to (i) enter into and sign a shareholders’ agreement, Schedule
1, and a processing agreement, Schedule 2, immediately following the
signing of this agreement, (ii) conduct a general meeting in Scanraff not later
than May 7, 2002, (iii) at such meeting approve of the increase of the share
capital of Scanraff from SEK 200,000,000 to SEK 228,140,000 by issuing 281,400
new shares each with a nominal value 


 


2

















 


of SEK 100 in consideration for the acquisition and the receipt of
1,750,000 shares of Scancracker as set out in 1.1 and 1.2 above and approve of
the amended Articles of Association of Scanraff, Schedule 3, (iv) take
appropriate actions immediately following the general meeting set out in (ii)
above in order to secure that Scanraff assumes the liability of all existing
Shareholder loans to Scancracker, if any, and (v) take appropriate actions in
order to merge Scancracker into Scanraff as soon as legally is possible subject
to that such merger can be carried out without material costs for tax,
stamp-duties and alike.


 


2.2                                 The Parties shall as soon as
practically is possible after completion of financial statements for Scanraff
and Scancracker as of March 31, 2002 (the “Financial Statements”) establish the
exact amount for clearing (the “Clearing Amount”) of the net value
(“Net Value”), calculated in accordance with 2.2.1 below, in order to equalise
the equity split with the Ownership Ratio for Scanraff.


 


2.2.1
                     Net Value will be calculated as
the sum of the following items as shown or included in the Financial Statements.


(a)          The total amount shown as
financial fixed assets;


(b)         The total amount shown as
current assets;


(c)          The total amount shown as
liabilities, but with deductions for:


   i.         amounts
included for commissionary debt to owners caused by reversion of untaxed
reserves as per year end 2001;


  ii.         amounts
included for accounts payable or other non interest-bearing liabilities
associated with the Propylene project in Scancracker.


 iii.   Shareholder loans.


 


2.2.2                      Untaxed reserves as
shown in the Financial Statements will be disregarded in calculation of Net
Value as the discounted value of the deferred tax part represents no true
liability to the Shareholders.


 


3

















 


2.2.3                        The
Clearing amount will be calculated as the amount that would bring each of the
Party’s respective pre-unitisation share of Net Value in balance with the
Ownership Ratio.


 


2.2.4                        Settlement
of the Clearing Amount will be provided by such Party  (the “Owing Party”), that has to compensate the other Party in
order to make the equity split coincide with the Ownership Ratio, by payment in
the Owing Party’s option of either 1) an unconditional shareholder contribution
(the “Shareholder Contribution”) to Scanraff or 2) cash to the other Party, in
both cases not later than 10 days following agreement of the Clearing Amount.


 


The Shareholder
Contribution will be equal to the Clearing Amount divided by a factor
calculated as the figure one deducted by the owing Party’s post-unitisation
ownership share. Thus, if Hydro is the Owing Party and the compensation to be
paid is 6 MSEK, the Shareholder Contribution to be paid by Hydro is 6: (1-0.25)
= 8 MSEK and if Preem is the Owing Party with the same compensation to be paid
Preem shall pay 6: (1-0.75)=24 MSEK.


 


The compensation in
cash will be equal to the Clearing Amount plus a compensation of the other
Party’s tax cost. For the purpose of this calculation, the tax cost is agreed
to be 28% of the compensation. Thus, if the Clearing Amount is 6 MSEK, the cash
compensation to be paid is 6: (1-0.28)=8.33 MSEK.


 


2.3                                 As of the Effective Date the
Parties will make adjustments to the interest bearing shareholders loans as
follows:


 


2.3.1                        The following loan agreements in
Scanraff and Scancracker will be redeemed:


 


4

















 


(a)                                  Floating-rate loans
in Scanraff as of 1998-10-30 with maturity 2003-10-30 and amounting to MSEK 157
from Preem and MSEK 43 from Hydro;


(b)                                 Floating-rate loans
in Scanraff as of 2001-06-27 and 2001-06-29 with maturity 2006-06-30 and
amounting to MSEK 471 from Preem and MSEK 129 from Hydro;


(c)                                  Floating-rate loans
in Scancracker as of 2001-06-27 and 2001-08-01 with maturity 2006-07-31 and
amounting to MSEK 37,5 from Preem and MSEK 37,5 from Hydro;


(d)                                 Floating-rate loans
in Scancracker as of 2002-01-02 with maturity 2006-12-31 and amounting to MSEK
50 from Preem and MSEK 50 from Hydro.


 


2.3.2                        New floating-rate loans from
Hydro and Preem to Scanraff will be established as of April 1, 2002, with 5
year term to maturity, quarterly amortisation and amounting to MSEK 712.5 from
Preem and MSEK 237.5 from Hydro.


 


 


2.3.3                        Existing
fixed-rate loan in Scanraff with maturity 2008-06-30 from Hydro will be
extended with MSEK 14.


 


3.                                      Governing law
and disputes


 


3.1                                 This
Agreement and any right or obligation arising herefrom shall be governed by and
construed in accordance with Swedish law.


 


3.2                                 Any
dispute, controversy or claim arising out of or in connection with this Agreement
shall be finally settled by arbitration in accordance with the Rules of The
Arbitration Institute of the Stockholm Chamber of Commerce.


 


5

















 


The arbitral tribunal shall be composed by three arbitrators. The place
of arbitration shall be in Stockholm.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
above written, in three originals, one for each party concerned.


 


	
  Preem Petroleum
  AB

  	
   

  	
  Hydro Aluminium
  Conductor AB (changing its corporate name to Hydro R&M Holding AB)

  
	
   

  	
   

  	
   

  
	
  /s/Lars Nelson,
  /s/Per Höjgård

  	
   

  	
  /s/Pål Sunde

  
	
   

  	
   

  	
   

  
	
  Skandinaviska Raffinaderi AB Scanraff

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Lars Nelson, /s/Pål Sunde

  	
   

  	
   

  



 


6