Prospectus. Yara International ASA. Securities Note

Transcription

1 Prospectus Yara International ASA FRN Yara International ASA Putable Open Bond Issue 2009/2014 Securities Note Joint bookrunners: Oslo, 21. April

2 Important information The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. Oslo Børs has controlled and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act. New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to the expiry of the subscription period. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed. Only the Borrower and the Arrangers are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Verification and approval of the Securities Note by Oslo Børs implies that the Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Arrangers to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Contact the Borrower or the Arrangers to receive copies of the Securities Note. 2

3 Table of Contents: 1. Risk Factors Persons Responsible Detailed information about the securities.7 4. Additional Information Appendix; Loan Agreemet.16 3

4 1. Risk Factors The Issuer believes that the factors described below represent the principal market risks inherent in investing in the Loan, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Bonds may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Bonds are exhaustive. Prospective investors should also read the detailed information set out in the Registration Document 21 April 2009 and reach their own views prior to making any investment decision. Risks related to the market generally All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. There are three main risk factors that sums up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk and market risk (both in general and issuer specific). The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of an underlying positive development in the Issuers business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to loans with a longer tenor and/or with a fixed coupon rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 5 year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases. No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines. 4

5 Factors which are material for the purpose of assessing the market risks associated with the Bonds The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained or incorporated by reference in this Securities Note and/or Registration Document or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for principal or interest payments is different from the potential investor s currency; (iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of the financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. 5

6 2. Persons Responsible 2.1Persons Responsible for the information Persons responsible for the information given in The Securities Note are as follows: Den norske Bank ASA, DnB NOR Markets, Stranden 21 Aker Brygge, N-0021 Oslo, Norway Nordea Bank Norge ASA, Nordea Markets, P.O. Box 1166 Sentrum, 0107 Oslo Yara International, P.O. Box 2464 Solli, 0202 Oslo 2.2 Responsibility statement This prospectus has been prepared by Yara International ASA with a view to providing a description of relevant aspects of Yara International ASA in connection with the Bond Issue and an investment therein. We confirm, taken all reasonable care to ensure that such is the case, that the information contained in the prospectus is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo (Norway), 21. April 2009 Yara International ASA Statement from the Lead Arrangers DnB NOR Bank, DnB NOR Markets ASA and Nordea Bank Norge ASA, Nordea Markets has assisted the Borrower in preparing the prospectus. Neither DnB NOR Bank, DnB NOR Markets ASA and Nordea Bank Norge ASA, Nordea Markets have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Arrangers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or any other information supplied in connection with bonds issued by Yara International ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Borrower. Each person receiving this prospectus acknowledges that such person has not relied on the Joint Arrangers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. Oslo (Norway), 21. April 2009 DnB NOR Bank, DnB NOR Markets ASA Nordea Bank Norge ASA, Nordea Markets 6

7 3. Detailed information about the securities ISIN code: The Loan/ The reference name NO FRN Yara International ASA Putable Open Bond Issue 2009/2014 Borrower/ Issuer: Security Type: Yara International ASA Putable open bond Issue with floating rate Borrowing Limit Tap Issue First Tranche Denomination Each Bond: NOK 2,500,000,000 NOK 300,000,000 NOK 50,000 -each among themselves pari passu ranking Minimum subscription at launch is set to NOK 500,000 Securities Form: Disbursement/ Settlement/ Issue date: Interest Bearing From and Including: Interest Bearing to: The Bonds are electronicely registered in bookentry form with the Securities Depository 26 March 2009 Disbursement/ Settlement/ Issue Date Maturity Maturity: NIBOR: 26 March 2014 NIBOR 3 months Margin: 3.75 % p.a. Coupon Rate: Day Count Fraction Coupon: Issue price: Business Day Convention: NIBOR + Margin Act/360 in arrears 100 % Modified Following If the Interest Payment Date is not a Banking Day, the Interest Payment Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month. The Interest Payment Date is moved to the first Banking Day preceding the original date. 7

8 Interest Rate Determination Date: 24 March 2009 and thereafter two Banking Days prior to each Interest Payment Date Interest Payment Date: 26 June, 26 September, 26 December and 26 March each year. If the Interest Payment Date is not a Banking Day, the Interest Payment Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month, the Interest Payment Date is moved to the first Banking Day preceding the original date. Yield: Dependent on the market price. Yield for the first Interest period will be notified 2 Bankingdays prior to Disbursement Date. The current Coupon rate in the first interest period is 6.95 % For future Yield, the Coupon rate will be set two Banking Days prior to each Interest Payment Date Interest Period: Banking Day: Below Investment Grade Rating Event The interest is paid in arrears on the Interest Payment Date. The first interest period matures on the first Interest Payment Date after the Disbursement Date. The next period runs from this date until the next Interest Payment Date. The last period of interest ends on Maturity Date. A day when the Norwegian Central Bank's Settlement System is open and when Norwegian banks can settle foreign currency transactions. means the Borrower are rated below an Investment Grade Rating by each of the Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Borrower is under publicly announced consideration for possible downgrade by any of the Rating Agencies). Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any Change of Control unless and until such Change of Control has actually been consummated. 8

9 Investment Grade Rating: Rating Agencies: Maturity of the Loan: means a rating equal to or higher than Baa3 (or the equivalent) by Moody s and BBB (or the equivalent) by S&P. means each of Moody s and S&P; provided, that if any of Moody s and S&P ceases to provide rating services to Borrowers or investors, the Borrower may appoint a replacement Rating Agency that is a recognized statistical rating organization. The Loan will run without installments and mature in whole on the Maturity Date at par (100%). Upon the occurrence of a Change of Control Triggering Event, the Bondholders have the right of repayment ( Put Option ) of parts of the Loan or the entire Loan according to the Change of Control Offer. The Borrower shall, within 30 days, in a Change of Control Triggering Event Notice, put forward a Change of Control Offer to repurchase the Bonds on the Change of Control Payment Date. The Borrower will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Borrower and purchases all Bonds properly tendered and not withdrawn under the Change of Control Offer. Change of Control means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any person, entity or group(as defined in Section 1-3 of the Norwegian Public Limited Companies Act)other than the Borrower or one of its subsidiaries; 9

10 (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, entity or group (as defined in Section 1-3 of the Norwegian Public Limited Companies Act becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Borrower s voting stock; (3) the Borrower consolidates with, or merges with or into, the Borrower, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Borrower or such other person or group is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of the Borrower outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the liquidation or dissolution of the Borrower. Change of Control Offer: means an offer of payment in cash equal to 101% of the aggregate principal amount of Bonds repurchased, plus accrued and unpaid interest. Change of Control Triggering Event: Change of Control Triggering Event Notice: Change of Control Payment: Change of Control means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. means a notice containing a description of the transaction or transactions that constitute the Change of Control Triggering Event and a Change of Control Offer. means 101% of the aggregate principal amount of Bonds repurchased plus accrued and unpaid interest, if any, on the Bonds repurchased, to the date of purchase. 10

11 Payment Date: Put Option: Amortisation: Redemption:. Status of the Loan: means the date of repurchase of the Bonds. The date will be no earlier than 30 days and no later than 60 days from the date a notice of Change of Control Triggering Event is mailed to the Bondholders. means each Bondholder s redemption right The bonds will run without instalments and be repaid in full at Maturity at par. VPS (the Norwegian central securities depository) will credit due interest and principal to the bondholders. The limitation period for any interest and principal claims is in accordance with Norwegian legislation, i.e. currently 3 years for interest and 10 years for principal. This is a bullet loan with redemption date 26 March 2014 The Loan shall rank pari passu with all other senior debt of the Borrower and shall rank ahead of subordinated capital. The Loan shall be unsecured. During the term of the Loan, the Borrower shall (unless the Loan Trustee or the Bondholders meeting (as the case may be) in writing has agreed to otherwise) comply with the general covenants described in clause 13.2 in the Loan Agreement Listing: At Oslo Børs. An application for listing will be sent after the Disbursement Date and as soon as possible after the prospectus has been approved by Oslo Børs. Purpose: NIBOR-definition: The net proceeds of the loan will be employed for the general financing of the borrower. the interest rate rounded off to two decimal places for a 3 - three - months period that is quoted on Reuters NIBR page at noon in Oslo on the Interest Determination Date. Should the contents of the Reuters NIBR page be changed such that, in the opinion of the Loan 11

12 Trustee and the Borrower, the interest rates shown no longer represent the same kind of interest rates as when the Loan was disbursed, or the relevant page is removed from the Reuters system, another news page shall be used. This page may be another Reuters page or, possibly, that of another electronic news agency, if it, in the opinion of the Loan Trustee, specifies the same kind of interest rates as Reuters NIBR did on the disbursement of the loan. Any disagreement of opinion between the Borrower and the Loan Trustee concerning the use of a new page must be treated as described in sub-clause 9.3 of the Loan Agreement. NIBOR Reference Banks: Approvals: interest rate determined on the basis of the interest on deposits in the inter-bank market in Oslo, quoted by the four largest authorised exchange banks in the Norwegian market at approximately noon in Oslo on the Interest Determination Date, for a 3 - three - months period, starting on the Interest Payment Date and applicable to a comparable amount. The Loan Trustee will ask the head office of each of the banks for a quotation on such interest. If two or more quotations are given, the interest rate will be set at the arithmetic mean of the quotations. If less than two quotations are given, the interest rate will be set to the arithmetic mean of the rates that banks selected by the Loan Trustee quote at approximately noon in Oslo on the Interest Determination Date for loans in Norwegian krone to leading European banks for a 3 - three - months period starting on the Interest Payment Date and applicable to a comparable amount. An interest rate determined by calculation of the arithmetic mean shall be rounded off to two decimal places. The Bonds will be issued in accordance with the Borrower s Board approval dated 11 September 2008 The prospectus will be sent Oslo Børs for control and approval in relation to a listing application of the Loan. Loan Agreement: The Loan Agreement has been entered into between the Borrower and the Trustee. The Loan 12

13 Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Loan Agreement. For more information on the authority of the Loan Trustee, please se clause 16 in the Loan Agreement. When bonds are subscribed / purchased, the Bondholder has accepted the Loan Agreement and is bound by the terms of the Loan Agreement. The Loan Agreement is available through the Joint Arrangers or from the Borrower. Bondholders meeting: For a description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights, please see clause 16,17 and 18 in the Loan agreement Credit ratings: Standard & Poors: BBB Moody s: Baa2 An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics. Availability of the Documentation: Trustee: Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. Joint Arrangers: Paying Agent: DnB NOR Markets, Stranden 21 Aker Brygge, 0021 Oslo, Norway Nordea Markets, P.O. Box 1166 Sentrum, 0107 Oslo, Norway DnB NOR Bank ASA, Verdipapiservice, Stranden 21 Aker Brygge, 0021 Oslo, Norway 13

14 Calculation Agent: The Trustee Securities Depository: The Securities depository in which the Loan is registered, in accordance with the Norwegian Act of 2002 no. 64 regarding Securities depository. On Disbursement Date the Securities Depository is Verdipapirregisteret ( VPS ), P.O. Box 4, 0051 OSLO Market-Making: Reuters: Legislation under which the Securities have been created: Fees and Expenses: There is no market-making agreement entered into in connection with the Loan. Financial information electronically transmitted by the news agency Reuters Norge AS. Norwegian law. The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. 14

15 4. Additional Information The involved persons in Yara International ASA have no interest, nor conflicting interests that are material to the Loan. Yara International ASA has mandated, DnB NOR Markets a part of DnB NOR Bank ASA, and Nordea Markets a part of Nordea Bank Norge ASA as Joint Arrangers for the issuance of the Loan. The Joint Arrangers have acted as advisors to Yara International ASA in relation to the pricing of the Loan. Listing of the Loan: The prospectus will be published in Norway. An application for listing at Oslo Børs will be sent as soon as possible after the Disbursement Date. Listing fee (2009) for the Loan will be: NOK Each bond is negotiable. 15

16 ISIN NO LOAN AGREEMENT between Yara International ASA (Borrower) and Norsk Tillitsmann ASA (Loan Trustee) on behalf of the Bondholders in the bond issue FRN Yara International ASA Putable Open Bond Issue 2009/

17 TABLE OF CONTENTS 1 Definitions 18 2 The Loan 23 3 Listing 24 4 Registration in a Securities Depository 24 5 The functions, duties and liability of the Loan Trustee 24 6 Conditions Precedent 25 7 Representations and Warranties 26 8 Status of the Loan 27 9 Interest Maturity of the Loan and Call Option Interest in the event of late payment Borrower's acquisition of Borrower s Bonds Covenants Fees and expenses Events of Default Authority of the Bondholders' meeting and the Loan Trustee Procedural rules Repeated Bondholders' meeting Change of Loan Trustee Limitation Dispute resolution and legal venue 40 17

18 This agreement (the "Loan Agreement") has been entered into on 25 March 2009 between Yara International ASA (CompanyNo ) as borrower (the Borrower ) and Norsk Tillitsmann ASA Company No ) as loan trustee (the Loan Trustee ). Through their subscription in the Loan the Bondholders have acceded to the Loan Agreement (i.e.): * The Bondholders are bound by the terms of the Loan Agreement provided that information about the accession was given in the subscription documents. * The Loan Trustee has through the Bondholders subscription been granted authority to act on behalf of the Bondholders to the extent provided for in the Loan Agreement. The Loan Agreement is available to anyone and may be obtained from the Loan Trustee or the Borrower. The Borrower shall ensure that the Loan Agreement is available to the general public throughout the entire term of the Loan. 1 Definitions Whenever used in this Loan Agreement the following terms shall have the following meaning: Attributable Debt: Banking Day: means, as to any lease in respect of a Sale and Leaseback Transaction, as of the date of determination, the lesser of (i) the fair value of the property subject to the Sale and Leaseback Transaction (as determined by the Board of Directors of the Borrower or Principal Subsidiary) and (ii) the present value (discounted at a rate equal to the weighted average of the rate of interest on all securities then issued and outstanding under the fiscal and paying agency agreement, compounded semiannually) of the total amount of rent required to be paid under such lease during the remaining term thereof, including any period for which such lease has been extended. Such rental payments shall not include amounts payable by or on behalf of the lessee on account of maintenance and repairs, insurance taxes, assessments, water rates and similar charges. a day when the Norwegian Central Bank s Settlement System is open and when Norwegian banks can settle foreign currency transactions. Below Investment Grade 18

19 Rating Event: Bondholders: means the Borrower are rated below an Investment Grade Rating by each of the Rating Agencies (as defined below) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60 day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Borrower is under publicly announced consideration for possible downgrade by any of the Rating Agencies). Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any Change of Control unless and until such Change of Control has actually been consummated. the holders of the Bonds. Bonds: bonds in the Loan, as described in Clause 2.1. Borrower s Bonds: Change of Control Bonds in the Remaining Loan, owned by the Borrower or any party over whom the Borrower has decisive influence or any party who has decisive influence over the Borrower. means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole to any person, entity or group(as defined in Section 1-3 of the Norwegian Public Limited Companies Act)other than the Borrower or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, entity or group (as defined in Section 1-3 of the Norwegian Public Limited Companies Act becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Borrower s voting stock; 19

20 (3) the Borrower consolidates with, or merges with or into, the Borrower, in any such event pursuant to a transaction in which any of the outstanding voting stock of the Borrower or such other person or group is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the voting stock of the Borrower outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the voting stock of the surviving person immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the liquidation or dissolution of the Borrower. Change of Control Offer: means an offer of payment in cash equal to 101% of the aggregate principal amount of Bonds repurchased, plus accrued and unpaid interest. Change of Control Triggering Event: means the occurrence of both a Change of Control and a Below Investment Grade Rating Event. Change of Control Triggering Event Notice: means a notice containing a description of the transaction or transactions that constitute the Change of Control Triggering Event and a Change of Control Offer. Change of Control Payment: Change of Control Payment Date: Consolidated Net Tangible Assets: Debt: means 101% of the aggregate principal amount of Bonds repurchased plus accrued and unpaid interest, if any, on the Bonds repurchased, to the date of purchase. means the date of repurchase of the Bonds. The date will be no earlier than 30 days and no later than 60 days from the date a notice of Change of Control Triggering Event is mailed to the Bondholders. means the aggregate amount of total assets of the Borrower and its consolidated subsidiaries, as shown on the audited consolidated balance sheet contained in its latest annual report or, if prior to the publication of its first annual report, reflected on the Borrower s most recent quarterly report. notes, bonds, debentures, credit agreements, or other similar evidences of indebtedness for money borrowed. 20

21 Disbursement Date: 26 March Event of Default: means each event defined as an event of default in Clause Exchange: Finance Documents: Funded Debt: Group: securities exchange or other reputable market place for securities having satisfactory requirements as to listing and trading, where the Loan is listed or applied for listing. means (i) this Loan Agreement, (ii) the fee agreement according to Clause 14.1, and (iii) any other document which is executed at any time by the Borrower in relation to any amount payable under this Loan Agreement or any of the other documents referred to in this definition. means any indebtedness which by its terms or by the terms of any instrument or agreement relating thereto matures, or which is otherwise payable or unpaid, more than one year from, or is directly or indirectly renewable or extendible at the option of the debtor to a date more than one year from the date of creation thereof. the Borrower and its Principal Subsidiaries. Interest Determination Date: 24 March 2009 and thereafter two Banking Days prior to each Interest Payment Date. Interest Payment Date: Investment Grade Rating: Margin: Material Adverse Effect: Maturity Date: 26 June, 26 September, 26 December and 26 March each year. If the Interest Payment Date is not a Banking Day, the Interest Payment Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month, the Interest Payment Date is moved to the first Banking Day preceding the original date. means a rating equal to or higher than Baa3 (or the equivalent) by Moody s and BBB (or the equivalent) by S&P percentage points. means an effect which, in the reasonable opinion of the Loan Trustee, is likely to be materially adverse to (a) the ability of the Borrower to perform any of its obligations under this Loan Agreement and/or (b) the business, assets or financial condition of the Group as a whole. 26 March If the Maturity Date is not a Banking Day, the Maturity Date shall be postponed to the next Banking Day. However, if this day falls in the following calendar month, the Maturity Date is moved to the first Banking Day preceding the original date. 21

22 Moody s: NIBOR: means Moody s Investors Service, Inc. the interest rate rounded off to two decimal places for a 3 - three - months period that is quoted on Reuters NIBR page at noon in Oslo on the Interest Determination Date. Should the contents of the Reuters NIBR page be changed such that, in the opinion of the Loan Trustee and the Borrower, the interest rates shown no longer represent the same kind of interest rates as when the Loan was disbursed, or the relevant page is removed from the Reuters system, another news page shall be used. This page may be another Reuters page or, possibly, that of another electronic news agency, if it, in the opinion of the Loan Trustee, specifies the same kind of interest rates as Reuters NIBR did on the disbursement of the loan. Any disagreement of opinion between the Borrower and the Loan Trustee concerning the use of a new page must be treated as described in sub-clause 9.3 of the Loan Agreement. NIBOR Reference Banks: Outstanding Loan: Payment Date: interest rate determined on the basis of the interest on deposits in the inter-bank market in Oslo, quoted by the four largest authorised exchange banks in the Norwegian market at approximately noon in Oslo on the Interest Determination Date, for a 3 - three - months period, starting on the Interest Payment Date and applicable to a comparable amount. The Loan Trustee will ask the head office of each of the banks for a quotation on such interest. If two or more quotations are given, the interest rate will be set at the arithmetic mean of the quotations. If less than two quotations are given, the interest rate will be set to the arithmetic mean of the rates that banks selected by the Loan Trustee quote at approximately noon in Oslo on the Interest Determination Date for loans in Norwegian krone to leading European banks for a 3 - three - months period starting on the Interest Payment Date and applicable to a comparable amount. An interest rate determined by calculation of the arithmetic mean shall be rounded off to two decimal places. Remaining Loan less Borrower s Bonds. in relation to the Loan the dates specified for payment of interest or principal. 22

23 Principal Subsidiary: Put Option: Rating Agencies: Remaining Loan: Sale and Leaseback Transactions: Securities Depository: Securities Depository act: Subsidiary: S&P: means a Subsidiary whose assets represent 10 % or more of the consolidated total assets of the Borrower and its consolidated subsidiaries shown on the latest quarterly or annual consolidated balance sheet of the Borrower or whose net income represents 10 % or more of the consolidated net income of the Borrower and its consolidated subsidiaries described in the latest quarterly or annual consolidated income statement of the Borrower. means each Bondholder s redemption right as set out in Clause means each of Moody s and S&P; provided, that if any of Moody s and S&P ceases to provide rating services to Borrowers or investors, the Borrower may appoint a replacement Rating Agency that is a recognized statistical rating organization. the aggregate principal amount of all Bonds outstanding in the Loan less the principal amount of the Bonds redeemed by the Borrower and discharged through the Securities Depository. shall have the meaning described thereto in Clause 13.2 (b). the securities depository in which the Loan is registered. On Disbursement Date the Securities Depository is Verdipapirsentralen ( VPS ). the Norwegian act of 2002 no. 64 regarding securities depository. at any particular time, a company where the Borrower directly or indirectly owns or controls at least a majority of the outstanding voting stock giving power to elect a majority of the Borard of Directors of such company. means Standard & Poor s Rating Services, a division of McGraw-Hill Companies, Inc. 2 The Loan 2.1 The Borrower has resolved to issue a series of Bonds at a maximum amount of NOK 2,500,000,000 (Norwegiankroner twobillionfivehundredmillion), herein referred to as "the Loan". The Loan may comprise of one or more tranches issued on different issue dates. The first tranche will be in the amount of NOK 300,000,000 (Norwegiankronerthreehundredmillion). The Loan is an open (tap) issue, from and including Disbursement Date and will be closed no later than 5 Banking Days prior to Maturity Date. 23

24 The Bonds will be in denominations of NOK 50,000 each and rank pari passu. Minimum subscription at launch is set to NOK 500,000. The Loan will be described as FRN Yara International ASA Putable Open Bond Issue 2009/2014. The registration number (ISIN) of the Loan will be NO The tenor of the Loan is from and including the Disbursement Date to the Maturity Date. The net proceeds of the Loan will be employed for the general financing of the Borrower. 2.2 All tranches under the Loan will be subject to identical terms in all respects. The rights and obligations of all parties to the Loan will also apply for later tranches issued within the maximum amount of the Loan. The Loan Trustee will when issuing additional tranches keep an addendum to the Loan Agreement regulating the conditions precedent to disbursement of the relevant tranche. 3 Listing 3.1 The Loan will be applied for listing on Oslo Børs. 4 Registration in a Securities Depository 4.1 The Loan must prior to disbursement be registered in a Securities Depository according to the Securities Depository act and the conditions from the Securities Depository. 4.2 The Borrower shall promptly arrange for notification to the Securities Depository of any changes in the terms and conditions of the Loan. The Loan Trustee shall have a copy of the notification. 4.3 The Borrower is responsible for the implementation of correct registration in the Securities Depository. The registration may be executed by an agent for the Borrower provided that the agent is qualified according to relevant regulation. 5 The functions, duties and liability of the Loan Trustee 5.1 The Loan Trustee shall pursuant to this Loan Agreement and in compliance with laws and regulations monitor the Bondholders' interests and rights vis-à-vis the Borrower, inter alia, - monitor the Borrower s fulfilment of his obligations under the Loan Agreement, 24

25 - exercise necessary discretion in carrying out the duties assigned to the Loan Trustee under the Loan Agreement, - ensure that valid decisions made at Bondholder meetings are carried out, - make the decisions and implement the measures that are assigned to or imposed on the Loan Trustee pursuant to this Loan Agreement, - forward to the Bondholders necessary information which is obtained and received in its capacity as Bondholder s representative, - verify the timely and correct payment of interest and principal, and - provided the Loan is listed, inform the Exchange of circumstances which are of importance to the listing and quotation of the Loan; however, this only applies to cases in which the Loan Trustee gains knowledge of or should have knowledge of such circumstances and the Borrower fails to fulfil its duty of information towards the Exchange after having been urged to do so by the Loan Trustee. 5.2 In performing its functions as Bondholder s representative, the Loan Trustee is not obligated to assess the Borrower's financial situation or ability to service the Loan except to the extent such duty may clearly be inferred from the Loan Agreement. 5.3 The Loan Trustee shall be liable to pay damages for financial losses suffered by the Bondholders as a result of negligence of the Loan Trustee in performing its functions and duties under the Loan Agreement. The Loan Trustee is not responsible for the content of the information the Loan Trustee has submitted on behalf of the Borrower. 6 Conditions Precedent 6.1 Disbursement of the Loan will be subject to the Loan Trustee having received the following documents, in form and substance satisfactory to it, at least two Banking Days prior to the Disbursement Date: (a) the Loan Agreement duly executed, (b) certified copies of all necessary corporate resolutions to issue the Bonds and execute the Finance Documents, (c) a power of attorney from the Borrower to relevant individuals for their execution of the relevant Finance Documents, (d) certified copies of the Certificate of Incorporation and Articles of Association of the Borrower, and extracts from the relevant registrar or similar documentation evidencing the individuals authorised to sign on behalf of the Borrower, (e) the latest available annual and interim report (if applicable) of the Borrower and the Group, (f) to the extent necessary, certified copies of authorisations required for the validity of and execution, delivery and performance by and the enforceability against the Borrower of the Loan Agreement, i.a. - confirmation that the subscription documents have been 25

26 controlled by the Exchange, or confirmation from the manager of the Loan that the subscription documents have been controlled and that a prospectus is not required according to Norwegian law and any other applicable law, (g) confirmation that the Loan has been registered in a Securities Depository, (h) the agreement set forth in Clause 14.1, duly executed, and (i) any written documentation made public in connection with the Loan. 6.2 Subject to the conditions set out above the net proceeds of the Loan will be made available to the Borrower at Disbursement Date. 6.3 The Loan Trustee is entitled to accept a delay in receiving documents listed above. 6.4 The Borrower may issue further tranches of the Loan, c.f. Clause 2.2, provided that (i) the amount of the aggregate of (x) the Remaining Loan prior to such tap issue and (y) the requested amount for such tap issue shall not exceed the maximum amount of the Loan, (ii) no Event of Default occurs or would occur as a result of the making of such tap issue, (iii) the documents earlier received by the Loan Trustee, c.f. Clause 6.1, are still valid, (iv) the representations and warranties contained in this Loan Agreement being true and correct and repeated by the Borrower, and (v) that such tap issue is in compliance with laws and regulations as of the time of such tap issue. 7 Representations and Warranties 7.1 The Borrower hereby represents and warrants that: (a) the Borrower is a limited liability company, duly incorporated and validly existing under the law in which it is registered, and has the power to own its assets and carry on its business as presently conducted; (b) the Borrower has the power to enter into and perform, and has taken all necessary corporate action to authorise the entry into, performance and delivery of the Finance Documents; (c) the Finance Documents constitute (or will constitute, when executed by the respective parties thereto) legal, valid and binding obligations of such parties, enforceable in accordance with its terms, and (save as provided for therein) no registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against the Borrower; (d) the entry into and performance by the Borrower of the Finance Documents and the transactions contemplated thereby do not and will not conflict with (i) any present law or regulation or judicial or official order; (ii) its articles of association, by-laws or other constitutional documents; or (iii) any document or agreement which is binding on the Borrower; 26

27 (e) no Event of Default exists; and no other circumstances exist which constitute or (with the giving of notice, lapse of time, determination of materiality or the fulfilment of any other applicable condition, or any combination of the foregoing) would constitute a default under any document which is binding on the Borrower or any of its assets, and which may have a Material Adverse Effect on the ability of the Borrower to perform its obligations under the Finance Documents; (f) all documents and information which has been provided in connection with this Loan, represent the latest available financial information concerning the Group and there has been no change in the Group s financial position which could have a Material Adverse Effect on the Borrower s ability to perform its duties under the Finance Documents; (g) all authorisations, consents, licenses or approvals of governmental authorities required for the Borrower in connection with the execution, performance validity or enforceability of the Finance Documents, and the transactions contemplated thereby, have been obtained and are valid; (h) all authorisations, consents, licenses or approvals of governmental authorities required for the Borrower to carry on its business as presently conducted, have been obtained and are in full force and effect, (i) no litigation, arbitration or administrative proceeding is pending or, to the best of the Borrower s knowledge, threatened against it which would materially and adversely affect the affairs, assets or financial condition of the Borrower or its ability to perform its obligations under the Finance Documents; (j) the Borrower is not required to make any deduction or withholding from any payment which it may become obliged to make to the Loan Trustee (on behalf of the Bondholders) under the Finance Documents; (k) the Borrower's payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatory preferred by law applying to companies generally; and (l) the representations and warranties set out in this Clause 7.1, are made by the Borrower on the signing date of the Loan Agreement. 7.2 The Borrower shall indemnify the Loan Trustee for any economic losses suffered as a result of complying with the representations and warranties provided by the Borrower herein both prior to disbursement of the Loan, and during its life. 8 Status of the Loan and security 8.1 The Loan shall rank pari passu with all other senior debt of the Borrower and shall rank ahead of subordinated capital. 27

28 8.2 The Loan shall be unsecured. 9 Interest 9.1 Interest accrues from and including the Disbursement Date to (and not including) the first Interest Payment Date and thereafter from and including the relevant Interest Payment Date to (but not including) the following Interest Payment Date/Maturity Date at an interest rate equivalent to NIBOR plus Margin. The interest rate is set/reset on each Interest Determination Date for the corresponding relevant interest period. Should NIBOR not be available, the interest rate will be set based on NIBOR Reference Banks plus Margin. The interest rate is reset in accordance with sub-clause 9.2. The interest is paid in arrears on each Interest Payment Date, the first Interest Payment Date falling in 26 June The interest rate on the Loan is reset with effect from each Interest Payment Date. The new interest rate is reset on the Interest Determination Date based on NIBOR plus Margin. Should NIBOR not be available, the interest rate will be reset based on NIBOR Reference Banks plus Margin. When the interest is set for the first time and on subsequent interest rate resets, the next Interest Payment Date and the actual number of calendar days up to that date must be notified to the Bondholders in writing via the Securities Depository. This communication must also include the interest rate applicable up to the next Interest Payment Date. The Loan Trustee and, if the Loan is listed, the Exchange shall be notified of the new interest rate immediately. 9.3 In the event that the interest rate is fixed in accordance with quotes from NIBOR Reference Banks, the Borrower or Bondholders representing at least 1/10th of the Outstanding Loan may appeal against the interest rate fixing. Such an appeal must be presented in writing to the Loan Trustee within 20 Banking Days of the Bondholders being informed of the interest rate fixing. The appeal will be dealt with by a committee comprising three members, of which one representative is nominated by the Borrower, one representative is nominated by the Loan Trustee and a chairman agreed by the representatives of the two parties. If the parties cannot agree on a chairman, this person will be nominated by the Lord Chief Justice of the Oslo District Court. The decision of the committee is final. Bondholders and the Exchange (if applicable) shall receive written notice from the Securities Depository that an appeal has been made against the procedure for fixing the interest rate in accordance with sub-clause The interest is calculated on the basis of the actual number of calendar days elapsed from and including the Disbursement Date to (but not including) the following Interest Payment Date, and subsequently from each Interest Payment Date to (but not including) the next Interest Payment Date or the Maturity Date, whichever is sooner. The number of days is divided by

29 10 Maturity of the Loan 10.1 The Loan will run without installments and mature in whole on the Maturity Date at par (100%) Upon the occurrence of a Change of Control Triggering Event, the Bondholders have the right of repayment ( Put Option ) of parts of the Loan or the entire Loan according to the Change of Control Offer. The Borrower shall, within 30 days, in a Change of Control Triggering Event Notice, put forward a Change of Control Offer to repurchase the Bonds on the Change of Control Payment Date. The Borrower will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by the Borrower and purchases all Bonds properly tendered and not withdrawn under the Change of Control Offer. 11 Interest in the event of late payment 11.1 In the event that payment of interest or principal is not made on the relevant Payment Date, the amount outstanding shall bear interest from the Payment Date at an interest rate equivalent to the interest rate according to Clause 9 plus 3.00 percentage points The outstanding amounts shall bear interest as mentioned above until payment is made, whether or not the Loan is declared to be in default pursuant to Clause 15.1 (a), cf. Clauses Borrower's acquisition of Borrower s Bonds 12.1 The Borrower has the right to acquire and own Borrower s Bonds. Borrower s Bonds may at the Borrower's discretion be retained by the Borrower, sold or used for partial redemption of the Remaining Loan. 13 Covenants 13.1 During the term of the Loan the Borrower shall comply with the following information covenants: (a) immediately inform the Loan Trustee of any default of the Loan pursuant to Clause 15as well as of any circumstances which the Borrower understands or reasonably should understand will lead to default, 29