Exhibit 4.9


 


SKANDINAVISKA RAFFINADERI AKTIEBOLAGET SCANRAFF


 


SHAREHOLDERS’ AGREEMENT


 


Among


 


Preem Petroleum AB


 


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


 


Skandinaviska Raffinaderi Aktiebolaget
Scanraff


 


Dated April 17, 2002


 

















 


SKANDINAVISKA RAFFINADERI
AKTIEBOLAGET SCANRAFF


 


SHAREHOLDERS’ AGREEMENT


 


This is an AGREEMENT dated as
of April 17, 2002 among Preem Petroleum AB (herein called “Preem”), Hydro
Aluminium Conductor AB, changing its corporate name to R&M Holding AB
(herein called “Hydro”), Preem and Hydro sometimes individually called a
“Shareholder” and collectively called the “Shareholders”, and Skandinaviska
Raffinaderi Aktiebolaget Scanraff (herein called “Scanraff”).


 


WITNESSETH:


 


WHEREAS, after various
assignments, new issues, and transfers Preem owns 1,711,050 and Hydro owns
570,350 shares of the stock of Scanraff, which numbers also, for the purpose of
this agreement, include shares that the parties have committed to subscribe in
accordance with the Transaction Structure Agreement dated April 17 2002, but
are not subscribed or issued on the date of entering into this agreement; and


 


WHEREAS, the Parties have made
separate arrangements facilitating the merger between Scanraff and
Skandinaviska Kracker Aktiebolaget Scancracker, in which Scanraff will be the
acquiring company; and


 


WHEREAS, Preem, Hydro, and
Scanraff desire to set forth in this Agreement the terms and conditions of
their co-operation and joint undertaking with respect to Scanraff.


 


NOW, THEREFORE each
Shareholder agrees with the other Shareholder and Scanraff agrees with both
Shareholders as follows:


 


PART ONE:


 


SUBJECT MATTER OF THIS AGREEMENT:


DEFINITION AND RULES OF CONSTRUCTION


 


1.1                                 Subject Matter.  The
subject matter of this Agreement is the petroleum refinery owned by Scanraff,
in direct ownership and or through affiliates, and located on the Lyse
Peninsula in Bohuslän, north of Lysekil, Sweden, having an authorized capacity
to refine ten million (10,000,000) metric tons of crude oil per annum.


 


1.2                                 Definitions.  For
purposes of this Agreement, except as otherwise expressly provided or unless
the context otherwise requires, the terms defined in this Article 1.2 have the
meaning herein assigned to them, the capitalized 


 


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terms defined in
the Recitals and subsequent Articles by inclusion in quotation marks and
parentheses have the meaning so ascribed to them.


 


“Affiliate”, with
respect to any Shareholder, means:


 


(i)            any other Person which beneficially
owns, directly or indirectly, all of such Shareholder’s voting stock, or


 


(ii)                                  any other Person all of the voting stock of
which is beneficially owned, directly or indirectly, either by such Shareholder
or by an Affiliate of such Shareholder as defined in the preceding clause (i).


 


“Board of
Directors” means the Board of Directors of Scanraff.


 


“By-Laws” means the
duly registered By-Laws of Scanraff as in effect from time to time.


 


“Managing Director”
means the managing director of Scanraff.


 


“Person” means any
individual, corporation, partnership, joint venture, trust, estate,
unincorporated organization, cooperative, or government or any agency or
political subdivision thereof.


 


“Processing
Agreement” means the Processing Agreement of even date herewith among Preem,
Hydro and Scanraff.


 


“Processing Rights”
means the rights of a Shareholder to process its percentage of capacity of
crude oils and feedstocks through the Refinery as provided for in the
Processing Agreement.


 


“Refinery” means the
petroleum refinery and related facilities owned by Scanraff, which is the
subject matter of this Agreement as the same may exist from time to time during
the term of this Agreement.


 


“Share” means a
share of One Hundred (100) Kronor per value capital stock of Scanraff.


 


“Share Percentage”
as applied to each Shareholder means that percentage of all the Shares at any
time issued and outstanding which is owned by such Shareholder at the time the
definition is applied (except that if two (2) or more Shareholders are
Affiliates, their respective percentages as aforesaid shall be combined, and
they shall be treated as a single Shareholder for purposes of this Agreement).


 


“Shareholder”
means, at the time the definition is applied, the owner of one or more issued
and outstanding Shares (subject to the definition of Share Percentage).


 


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1.3                                 Rules of Construction. 
For purposes of this Agreement, unless the context otherwise requires,
(i) all terms defined herein include the plural as well as the singular and
(ii) reference to any Person include successors of such Person by
consolidation, merger and transfer. 
Reference to Parts and Articles are, unless otherwise specified, to
Parts and Articles of this Agreement.  References
to any other agreement or other instrument shall, unless the context otherwise
requires, or the definition thereof otherwise specifies, be deemed reference to
the same as it may from time to time be changed, amended or extended in
accordance with its terms and such other agreement or instrument when referred
to shall be deemed to be incorporated herein by reference.  Neither of the captions to Parts, Articles
or Subdivisions thereof, nor the Index shall be deemed to be a part of this
Agreement.


 


PART TWO:


 


SHAREHOLDINGS, RIGHTS OF SHAREHOLDERS

AND FINANCIAL OBLIGATIONS


 


2.1                                 Shareholders and Share Percentages. 
The Shareholders and their Share Percentages are as follows:


 


Preem:    Seventy-five (75.0 %)


               percent


 


Hydro:    Twenty-five (25.0 %)


                percent


 


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2.2                                 Transferability of Shares by Shareholders.


 


(a)                                  Except as provided in Article 2.2 (c) no
Shareholder may assign, sell or otherwise transfer any Shares held by it or any
other interest in or obligation under this Agreement without the prior written
consent of all of the Shareholders, unless such transfer is made to an
Affiliate. Transfers to an Affiliate shall be permitted notwithstanding any
provisions to the contrary in the Scanraff By-laws, and any necessary waiver of
an option to purchase the Share shall be deemed to have been given. In respect
of transfers contemplated hereunder that require prior written consent, such
consent to assign, sell or otherwise transfer Shares shall be given unless the
new Shareholder is, according to reasonable standards, commercially
unacceptable.  The Shareholders whose
consent to transfer is being sought shall respond within 3 weeks after such
request was received, provided, however, that such Shareholders may consent to
the transfer subject to the observance of the procedures applicable to
transfers as specified below.


 


If at any time
during the term of this Agreement, a Shareholder desires to sell a Share other
than to an Affiliate, he shall offer the other Shareholders to purchase the
Share.  Such offer shall be made by
written notice, which shall specify the number of Shares to be transferred, the
price per Share and other terms of the transfer.  If an agreement with a third party has been entered into, the
name of such party shall be disclosed. 
The notice may request those who wish to exercise their option, to
notify in writing the offering Shareholder hereof within two months from the
day they were notified by such Shareholder.


 


An exercise of
rights to purchase hereunder must be made with respect to all the Shares
offered.  If more than one Shareholder
exercises an option to purchase Shares, the Shares so offered shall be
allocated between the Shareholders exercising their rights to purchase in
proportion to the Shares they already own.


 


The option price
and other terms and conditions shall be as stated in the notice.  If a Shareholder cannot accept this purchase
price such Shareholder may request that an arbitration panel shall decide the
fair market value of the Shares.  The
arbitration proceedings shall follow the procedures of Article 7.4.  Such arbitration panel shall be appointed
within three weeks after receipt of the offering notice and the panel shall be
requested to conclude the proceedings and to render their award within five
weeks thereafter.


 


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An offering
Shareholder may at any time before signature of a final transfer agreement with
Shareholders who have exercised their options hereunder, withdraw from his
offer, provided, however, that he shall reimburse the other Shareholder for all
external costs incurred in exercising their option and provided further that
any agreement for a transfer of Shares made between the offering Shareholder
and a third party shall also be deemed to be terminated as of the date of the
withdrawal.


 


If the rights to
purchase the Shares have not been exercised, then, subject to such third party
not being unacceptable as stated in the first paragraph of this Article 2.2.
(a), the Shareholder desiring to sell may transfer the Shares to a third party
on such terms and conditions as stated in the notice given to the other
Shareholders.


 


The content of and
the fact that any procedure under this Article 2.2 (a) has been launched shall
be kept confidential and the Shareholders and the arbitrators shall sign a
confidentiality agreement when requested, provided that nothing herein shall
prevent the arbitration panel from establishing the “fair market value of the
Shares” as aforesaid.


 


(b)                                 If shares or any other interest in this
Agreement are transferred in accordance with this Article 2.2 paragraph (a) or
(c) the transferor shall cause the transferee to agree in writing to assume all
of the obligations of the transferor under this Agreement and the Processing
Agreement.


 


(c)                                  In the event a Shareholder (“Optionor”) is
declared a bankrupt, the other Shareholder (“Optionee”) shall have the option
to purchase all of the Optionors’ Shares (“Option Shares”) on the terms set
forth in this Article 2.2 (c).  The
price per Option Share shall be equal to the fair market value, to be
determined by arbitration as provided for in Article 7.3 if the parties cannot
agree as to the fair market value (the “Purchase Price”).  If the Optionee desires to purchase Option
Shares it may within 90 days following the bankruptcy give notice to the
receiver that it is instituting arbitration proceedings to determine the
Purchase Price.  The option shall be
made within a 30-day period following the determination of the Purchase Price
by giving notice thereof to the receiver.


 


2.3                                 Certificates for Shares. A certified copy of this Agreement
shall be filed with the Managing Director, and Scanraff shall cause to be
placed on the face of each certificate for Shares hereafter issued an
appropriate legend indicating that ownership thereof is subject to 


 


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the provisions of
this Agreement and specifically Articles 2.2 and 2.5.


 


2.4                                 Terms of Financing the Refinery


 


The Parties have agreed
that, as of July 1, 1991 Scanraff shall be financed through processing fees,
equity and Shareholders’ loans in amounts and on terms as agreed from time to
time.  Except in the case of financing
from third party lenders, all financing shall be provided by the Shareholders
(or their Affiliates) in proportion to each Shareholders’ Processing Rights or
ownership shares as the case may be.


 


2.5                                 Obligations of Shareholders. 
Each Shareholder shall always hold its Shares, take action, give its
consent or require the Directors nominated by it to vote in such manner that
the provisions of this Agreement and the Processing Agreement can be satisfied.


 


PART THREE


 


MANAGEMENT AND CONTROL OF SCANRAFF


 


3.1                                 Number and Representation of Directors of
Scanraff.


 


(a)                                  The Board of Directors shall at all times be
composed of six (6) members, four (4) of whom shall be nominees of Preem, and
one (1) of whom shall be a nominee of Hydro. 
The sixth member of the Board of Directors shall be the Managing
Director of Scanraff.  In addition,
there shall also be six (6) Deputy Directors, four (4) nominated by Preem and
two (2) by Hydro.  A Deputy Director
nominated by a Shareholder may never act for a Director that was nominated by
another Shareholder.


 


(b)                                 The Board of Directors shall also include such
number of Employee Directors and Deputy Employee Directors as may be required
from time to time by law.


 


3.2                                 Officers of the Board. 
The Board shall appoint a chairman and a vice chairman. In addition, the
Board of Directors shall select a Secretary of the Board (who may also be a
Board member but need not be). The Secretary shall be responsible for keeping
all records necessary for the orderly administration of the Board of Directors,
including the preparation, retention of minutes of meetings, resolutions
adopted, agenda and notices. All fees and other expenses otherwise payable by
Scanraff to Directors or Deputy Directors other than Managing Director,
Employee Director or Deputy Employee Directors, shall be borne by the
Shareholder nominating such Directors or Deputy Directors.


 


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3.3                                 Authority of the Board. 
Without prejudice for the obligations and the responsibility of the
Managing Director, the Management and control of Scanraff and all aspects of
its operations shall be carried out through the Scanraff Board of Directors and
such committees as may be established by the Board of Directors from time to
time.  No action may be taken by the
Board of Directors except by majority vote and provided at least one Director
nominated by each of Preem and Hydro agrees to such action.


 


3.4                                 Executive Committee.


 


(a)                                  An Executive Committee (herein called the
“Excom”) shall be established by the Board of Directors and shall be composed
of three (3) members (hereinafter “Member” or “Members”) one (1) to be selected
by each Shareholder and the third Member to be the Managing Director of
Scanraff.  One Employee Director or
Deputy Employee Director shall have the right to attend meetings.  In the event that the Excom cannot
unanimously agree on a matter, or if the Members are unable to hold a meeting
called pursuant to a written notice given as provided herein, the matter so
contemplated shall be referred to the Board of Directors.  Each Shareholder shall notify the Board of
Directors from time to time, in writing, of the name of the individual who it
has selected to be its Member, together with the name of one alternate who
shall have power to act in the absence of its Member.


 


(b)                                 The Responsibilities of the Excom, in addition
to any other matter that may be delegated to it, shall be to:


 


(i)                                     review one year production budget, investments,
manpower and expense budgets for submission to the Board of Directors;


 


(ii)                                  approve revisions of the following procedures:


Import/Export
procedure


Product allocation
procedure


Approval schedule


Percentage of
capacity entitlement


Percentage for
allocation of fixed costs;


 


(iii)                               approve rated capacities of units in the
Refinery;


 


(iv)                              approve procedures for new or modifications to
standard yields for imported blendstock and crude oil or crude oils processed;


 


(v)                                 approve procedures for determining
acceptability of grades of crude oil for processing;


 


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(vi)                              approve the manner, frequency and form in which
customary operating reports shall be made by Scanraff;


 


(vii)                           approve control accounting systems and
procedures;


 


(viii)                        approve appropriation requests for investment
expenditures covered by approved capital budget in excess of the Managing
Director’s authority as may be in effect from time to time;


 


(ix)                                approve additions to or deletions from the
refinery product slate and changes in product specification;


 


(x)                                   approve conditions for processing hydrocarbon
feedstock other than crude oil;


 


(xi)                                approve procedures and conditions for the
transfer of capacity utilization and for economic use of any refinery capacity
that is surplus to any Shareholder;


 


(xii)                             approve the appointment, transfer or dismissal
of all key personnel (as defined from time to time in the Approval schedule)
other than the Managing Director;


 


(xiii)                          authorize those technical and other services
provided for in Part Four of this Agreement;


 


(xiv)                         approve insurance programs.


 


(c)                                  Meetings of the Excom shall be held at such
times and in such manner as is necessary to properly carry out its
responsibilities, and for this purpose may be called by any Member upon two
weeks’ prior written notice.  Matters
that are the responsibility of the Excom may be submitted to it by any Member,
for consideration and vote without holding a meeting, provided such matter is
submitted in writing to the other Members. 
In such event, the Members may vote by giving written advice of their
vote to the Managing Director.  No
action may be taken by the Excom without the affirmative vote of all its
Members appointed by Shareholders.


 


(d)                                 The Excom shall appoint such technical,
financial, accounting, tax, legal or other subcommittees as it deems
appropriate for studies, analysis, and reports on matters pertaining to the
Refinery and its operation.


 


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3.5           Scanraff Management.


 


(a)                                  The day-to-day management of Scanraff shall be
the responsibility of the Managing Director. 
In addition, there may be a Vice Managing Director, and such other
officers as the Board of Directors shall appoint.  The Scanraff management shall be responsible for the operation of
the Refinery and in so doing shall carry out all programs approved by the Board
of Directors or the Excom in a safe, diligent, good and workmanlike manner.


 


(b)                                 Scanraff’s management shall:


 


(i)                                     prepare all appropriation requests, propose
budgets, and maintenance and operating programs, including forecasts of crudes
to be processed and products to be manufactured;


 


(ii)                                  carry out all operating and capital investment
programs within approved budgets;


 


(iii)                               keep the Refinery and all petroleum stock free
and clear of all mortgages, pledges, liens or other encumbrances, except as may
be authorized by the Board of Directors; and


 


(iv)                              furnish to the Shareholders such financial,
statistical and operational reports and forecasts as any of them shall
reasonably request.  Financial reports
shall be prepared consistent with generally accepted accounting principles as
may be in effect in Sweden from time to time but, to the extent such reports
are required by Hydro, the reports shall also be prepared in accordance with
generally accepted accounting principles in effect in the United States from
time to time.


 


3.6           Right of Inspection.


 


(a)                                  Each Shareholder shall have the right to
inspect the Refinery from time to time, provided any such inspection does not
unreasonably interfere with day-to-day operations.


 


(b)                                 Each Shareholder shall have the right to audit,
on a periodic basis, Refinery operating records and all other Scanraff books,
accounts and records.


 


3.7                                 Swedish Auditors. 
Auditors of Scanraff shall be Swedish authorized public accountants or
accounting firms. Each Shareholder shall have the right to nominate one (1)
Auditor and one (1) Deputy Auditor.  The
audit shall be 


 


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sufficient in scope
to meet the requirements of all Shareholders.


 


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PART FOUR:


 


TECHNICAL AND OTHER SERVICES


 


4.1           Project Review and Shareholders’ Services.


 


(a)                                  Each Shareholder shall have the right to review
at any time in detail all design, construction and engineering projects
associated with or undertaken by Scanraff.


 


(b)                                 To the extent that technical and other services
are available in a Shareholder, Scanraff shall be obligated to call for these
services from such Shareholder in lieu of either (i) setting up facilities
within Scanraff which significantly duplicate services available from such
Shareholder or (ii) contracting for comparable services from others unless it
can be demonstrated that Scanraff will benefit therefrom.


 


(c)                                  To the extent Preem or Hydro shall provide
technical and other services requested by Scanraff as contemplated herein,
Preem and Hydro shall, with the approval of the other Shareholder, which
approval shall not be unreasonably withheld, enter into a contract for such
services under terms and conditions which shall give the providing Shareholder
full cost coverage.


 


(d)           (i)             Payment for services, including
additional technical assistance, use of research laboratories and engineering
offices, and/or personnel shall be in an amount which would include all costs
and overheads incurred by Preem or Hydro as the case may be and its Affiliates
in connection with making such services and personnel available.  Personnel costs shall include salaries,
related employee benefits (including sick pay and normal vacation), and all
personal and travel expenses for the full period of time that such personnel
are away from their regular assignments. 
Such time shall include travel time to and from their place of regular
assignment and cost of home leave granted in accordance with then existing
policies of Preem or Hydro as the case may be and its Affiliates, as
appropriate, including salary and transportation for the employee and eligible
dependants.


 


(ii)                                  Where Hydro provides services and the payments
specified in Subdivision (i) of this Article 4.1 (d) are subject to Swedish
taxes or other fiscal charges, including 


 


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with-holding and
added value taxes but not corporate taxes of Hydro, such taxes or charges shall
be for Scanraff’s account, unless they can be recovered.


 


(iii)                               When requested by Scanraff in writing, Preem or
Hydro as the case may be shall give Scanraff, to the extent possible, estimates
of the cost for services to be rendered pursuant to Article 4.1.  Unless Scanraff shall request otherwise, the
rendering of such services by Preem or Hydro as the case may be shall not be
delayed while the estimate is being prepared and reviewed.


 


(iv)                              On or before the 20th day of the month
following the month in which services are performed, Preem or Hydro as the case
may be will forward to Scanraff a detailed billing statement reflecting the
total amounts due per subdivisions (i) and (ii) of this Article 4.1 (d)
specifying the currencies expended in providing such agreed services.  Payment by Scanraff of such billing shall be
made on or before the 30th day of the same month to such bank or banks as Preem
or Hydro as the case may be may specify from time to time.  At Scanraff’s option, payment may be made in
the currency reflected in the billing statement or in Swedish kronor.


 


4.2           Liability and Indemnity.


 


(a)                                  Except in the case of gross negligence, no
Shareholder or its Affiliates, their agents and employees, shall be liable to
Scanraff for any loss or damage of whatsoever nature sustained by Scanraff or
for any third party claims (including another Shareholder) arising out of, in
connection with or related to the performance by or on behalf of such
Shareholder or its Affiliates, their agents and employees, of their obligations
under Part Four of this Agreement.


 


(b)                                 Scanraff shall keep each Shareholder and its
Affiliates, their agents and employees, fully indemnified against any claim,
demand, action or proceeding brought or instituted against such Shareholder and
its Affiliates, their agents and employees, by any third party (including
another Shareholder) in connection with the performance by or on behalf of such
Shareholder or its Affiliates, their agents and employees, of their obligations
under Part Four of this Agreement, except in the case of gross negligence of
such Shareholder and its Affiliates, their agents and employees.


 


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PART FIVE:


 


WORKING CAPITAL AND CAPITAL ADDITIONS


 


5.1           Working Capital.


 


Any deficiency in
working capital not provided by the normal processing fees and required by
Scanraff shall be provided by an increase in or a surcharge on the processing
fee unless the Board of Directors shall elect to finance such deficiency in
another way.


 


5.2           Expansion and Additions of the Refinery.


 


(a)                                  The Shareholders agree in principle to
participate on a pro rata basis (in the same percentage as their Processing
Rights) in any Refinery expansion, alteration, addition or improvement
(hereinafter “Modification”) which may be required, according to commercial
necessity and in the exercise of good business judgement in order to enable the
Refinery to manufacture and supply on a competitive basis, petroleum products
to meet product and quality requirements. 
In such event the Shareholders will make available to Scanraff on a pro
rata basis (on the same percentage as the Shareholders’ Processing Rights) the
funds necessary for such Modification to the extent such funds are not provided
for through Scanraff or otherwise.  The
method of making such funds available shall be agreed upon by the Shareholders
at the appropriate time.


 


(b)                                 In the event that a Shareholder does not wish
to participate in a Modification (the “Non-Participating Shareholder”), then
provided (i) the Shareholder in favour of the Modification (the “Participating
Shareholder”) agree to make available to Scanraff all of the funds necessary
for such Modification, (ii) such Modification is made in a manner such that the
Non-Participating Shareholder’s Processing Rights are not adversely affected in
respect of quantity, quality and cost, by such Modification, (iii) each
Non-Participating Shareholder’s other rights in respect of Scanraff and the
Refinery, are adjusted to reflect such disproportionate investment, and (iv)
the consent of the Non-Participating Shareholder is obtained, which consent,
taking into account the foregoing conditions, shall not be unreasonably
withheld, then the Non-Participating Shareholder shall be obligated to take
whatever steps are necessary to express its authorization to Scanraff for the
Modification.  If the Modification is
capable of being utilized solely by the Participating Shareholder, without
affecting the Processing Rights of the Non-Participating Shareholder, then 


 


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the
Non-Participating Shareholder shall have no right to process in or through the
Modification nor any obligation with respect to the maintenance, repair or
operating costs of the Modification and the Modification shall be devoted
exclusively to the Participating Shareholder and to the extent necessary the
Processing Agreement shall be amended to reflect the Modification and the
Participating Shareholder’s exclusive right in the same.  Unless the Shareholders should agree
otherwise, the Share Percentage shall not be affected by the foregoing.  If the Non-Participating Shareholder
subsequently desires to participate in the Modification, it may do so provided
(x) the participation does not adversely and significantly affect the
Modification or the Participating Shareholder, in respect of capacity, quality,
cost or completion date, (y) it notifies the Participating Shareholder 90 days
after completion of the Modification and (z) it pays to the Participating
Shareholder a pro rated amount (in the same percentage as the Non-Participating
Shareholder’s Processing Rights) of the funds made available by the
Participating Shareholder to Scanraff, plus interest thereon calculated on a
per annum basis at 6 months STIBOR + 1⁄2 % during the period between the
advancement of funds by the Participating Shareholder and the payment by the
Non-Participating Shareholder of its share of the cost of the Modification.


 


5.3                                 Replacement and Renewal of Equipment. 
Notwithstanding the provisions of Article 5.2, so long as the
Shareholders have an interest in Scanraff or the Refinery, they agree to make
available to Scanraff, in proportion to their Processing Rights such funds as
are required from time to time to operate or maintain the Refinery in an
efficient and safe manner.  For the
purpose of this Article 5.3, operation and maintenance means such measures as
are necessary to maintain the Refinery in working order at basically the same
technological level, capacity, yield structure and product slate.


 


5.4                                 Strategic business plan and yearly plan for
Investments and Financing.  A strategic business plan
shall be presented to the Board of Directors for approval on a yearly basis.
Before the end of each year the Board of Directors shall consider and approve
an investment budget and a financing plan covering the following year.


 


PART SIX:


 


BUNKERING


 


6.1                                 Bunkering of Vessels. 
Each of the Shareholders and any Affiliate shall have the right to
bunker vessels owned 


 


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by, time or demise
chartered by, or otherwise under the effective control of such Shareholder or
its Affiliate.  In respect of the supply
of bunkers at the crude port or product port servicing the Refinery to other
marine vessels, each Shareholder is free to seek such business for their own
respective accounts.


 


PART SEVEN:


 


MISCELLANEOUS


 


7.1                                 Dissolution.


 


(a)                                  In the event of liquidation, expropriation,
sale or other dissolution of Scanraff (hereinafter “Dissolution”) for any
reason, the assets of Scanraff shall be disposed of as and in the order listed
below:


 


(i)                                     all secured creditors shall be paid in full to
the extent that the security is sufficient therefor; and


 


(ii)                                  all other creditors shall be paid in full,
including any ordinary Shareholders’ loans; and


 


(iii)                               subordinated Shareholders’ loans shall be paid
in full; and


 


(iv)                              the balance of the assets shall be distributed
to the Shareholders in accordance with their Share Percentage at the time of
distribution.


 


(b)                                 In the event there has been a modification
under Article 5.2 (b) but the Share Percentage has not been adjusted on account
of such modification, then, as part of the payments contemplated under Article
7.1 (a), each Shareholder shall be entitled to receive as a creditor of
Scanraff a payment equal to that proportion of the assets less amounts payable
under Article 7.1 (a) (i) - (iii) prior to the application of this Article 7.1
(b), which the value of any portion of the Refinery (just prior to Dissolution)
attributable to a Modification, if any, made by the particular party, under
Article 5.2 of this Agreement bears to the total value of the Refinery just
prior to Dissolution.


 


7.2                                 Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of
Sweden.


 


7.3                                 Arbitration.  All
disputes arising under or in connection with this Agreement shall be finally
settled by arbitration in Stockholm in accordance with the Swedish Arbitration
Act in force from time to time.


 


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7.4                                 Term.


 


(a)                                  Except as otherwise expressly provided, this
Agreement shall become effective on the date of signing and shall remain in
full force and effect until December 31, 2023, but no termination shall affect
any rights or liabilities, theretofore accrued hereunder or pursuant hereto.  Upon this Agreement coming into effect, the
Shareholders’ Agreement by and between the Parties dated as of 20 May 1999
shall be terminated, and be replaced by this Agreement.


 


(b)                                 No later than December 31, 2021, the
Shareholders and Scanraff shall in good faith commence negotiations in order to
reach a new arrangement concerning their respective interests in Scanraff and
the Refinery.  Should the Shareholders
and Scanraff fail to reach an arrangement by December 31, 2023, then the
Shareholders shall cause Scanraff to be liquidated in a manner contemplated in
Section 7.1 of this Agreement.


 


7.5                                 Notices.  All
notices or communications hereunder shall be given by letter sent by mail,
telex or telefax (important notices to be sent by registered mail) and shall be
deemed given when the letter is sent by ordinary mail, the telex dispatched or
the telefax sent, postage or charges prepaid, and directed to the party or
parties for whom intended at the respective address set forth below in each
case until changes by notice given hereunder:


 


	
  To Preem:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Preem Petroleum AB

  
	
   

  	
   

  	
  S-115 90  STOCKHOLM, Sweden

  



 


	
  To Hydro:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Hydro R&M Holding AB

  
	
   

  	
   

  	
  c/o Norsk Hydro ASA, N-0240
  OSLO, Norway

  



 


	
  To Scanraff:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Skandinaviska Raffinaderi AB Scanraff

  	
   

  	
   

  
	
   

  	
   

  	
  S-453 81  LYSEKIL, Sweden

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


7.6                                 Severability of Obligations. 
The obligations of the Shareholders hereunder are not joint but several,
and default in performance by any one of such Shareholders shall in no way
affect the obligations of any other Shareholder.


 


7.7                                 Beneficiaries.  This
Agreement shall only inure to the benefit of, and may only be enforced by, the
parties hereto and shall not, in any event, inure to the benefit of, or be
enforceable by, any other Person whatsoever.


 


17

















 


7.8                                 Changes in Writing.  No
modification, variation or amendment of this Agreement, no determination,
evaluation, approval, waiver or other action permitted or taken hereunder and
no further agreement contemplated hereby shall be of any force unless the same
is in writing and has been signed by (i) all the parties in the case of
modification, variation or amendment or (ii) the applicable Person in such
other cases.


 


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


 


	
  For PREEM PETROLEUM AB

  	
   

  	
  For SKANDINAVISKA

  	 

	
   

  	
  RAFFINADERI AB SCANRAFF

  	 

	
   

  	 

	
  By 

  	
  /s/Lars Nelson, /s/Per Höjgård

  	
   

  	
  By 

  	
  /s/Lars Nelson, /s/Pål
  Sunde

  	 

	
   

  	
   

  	 

	
  Title 

  	
   

  	
   

  	
  Title 

  	
   

  	 

	
   

  	 

	
  For HYDRO ALUMINIUM
  CONDUCTOR AB (changing its corporate name to HYDRO R&M HOLDING AB)

  	 

	
   

  	 

	
  By 

  	
  /s/Pål Sunde

  	
   

  	 

	
   

  	 

	
  Title 

  	
   

  	
   

  
									



 


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