Preview | Senior Facility Agreement |

CONTENTS


Clause		Page
1.	Interpretation		1
2.	Facility		27
3.	Purpose		28
4.	Conditions Precedent		28
5.	Drawdown		29
6.	Repayment		29
7.	Prepayment and Cancellation		33
8.	Interest Periods		36
9.	Interest		37
10	Payments		39
11.	Taxes		41
12.	Market Disruption		42
13.	Increased Costs		43
14.	Illegality		44
15.	Representations and Warranties		45
16.	Undertakings		52
17.	Default		69
18.	Forecasts		79
19.	The Agent, the Security Trustee, the Arrangers and the Account Bank		85
20.	Fees		93
21.	Expenses		94
22.	Stamp Duties		95
23.	Indemnities		95
24.	Evidence and Calculations		96

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Clause		Page
25.	Amendments and Waivers		97
26.	Changes to the Parties		98
27.	Advisers		100
28.	Disclosure of Information		101
29.	Set-Off		101
30.	Pro Rata Sharing		101
31.	Severability		102
32.	Counterparts		103
33.	Notices		103
34.	Language		104
35.	Use of websites		105
36.	Jurisdiction		106
37.	Governing Law		107
SCHEDULE 1	Banks and Commitments		108
SCHEDULE 2	Conditions Precedent Documents		109
SCHEDULE 3	Form of Request		120
SCHEDULE 4	Form of Novation Certificate		121
SCHEDULE 5	Reserved Discretions		122
SCHEDULE 6	Construction Contracts		129
SCHEDULE 7	Mandatory Cost Formulae		130
SCHEDULE 8	Insurances		133
SCHEDULE 9	Form of Debt Service Reserve, L/C		157

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THIS AGREEMENT is dated 2 September 2003 and is between:

(1) NORDURAL hf (Registered No: 570297-2609) as borrower (the Borrower);

(2) THE ROYAL BANK OF SCOTLAND PLC, BNP PARIBAS S.A. and FORTIS BANK (NEDERLAND) N.V. as arrangers (each an Arranger and together the Arrangers);

(3) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the Banks );

(4) BNP PARIBAS S.A. as account bank (in this capacity the Account Bank );

(5) THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the Agent); and

(6) BNP PARIBAS S.A. as security trustee (in this capacity the Security Trustee ).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Account Agreement means the account agreement to be entered into on or prior to Financial Close between the Borrower, the Account Bank, the Security Trustee and the Agent.

Additional Cost Rate has the meaning given to it in Schedule 7 (Mandatory Cost Formulae).

Additional Shareholder Funding means the provision of funds to the Borrower by the Shareholder or any Affiliate of the Shareholder in the form of:

(a) a subscription for share capital; and/or

(b) the provision of Subordinated Loans, and/or

(c) any other form of capital contribution,

in each case in accordance with the terms of the Sponsor Funding Agreement and the Intercreditor Agreement.

Affiliate means, with respect to any company or a Bank, a Subsidiary or a Holding Company of that company or any other Subsidiary of a Holding Company of that Company.

Agency includes, in relation to a state or supranational organisation, any agency, authority, central bank, department, government, legislature, ministry, official or public person (whether autonomous or not) of, or of the government of, that state or supranational organisation.

Aluminium Hedging Agreement means any agreement relating to the hedging of the aluminium price entered or to be entered into by the Borrower in accordance with Clause 16.20 (Hedging).

Aluminium Hedging Counterparty means any financial institution that is a counterparty to an Aluminium Hedging Agreement entered into by the Borrower.

Amounts Payable means, in respect of any Repayment Date, the aggregate of:

(a) Financing Costs; and

(b) Financing Principal (within paragraph (b) of the definition thereof); and

(c) Permitted Payments (including those payable from amounts transferred to the Onshore Proceeds Account),

due on such Repayment Date.

Anode Supply Agreement means the anode supply agreement dated 7th May, 1997 between VAW Aluminium AG (now Hydro Aluminium Deutschland GmbH) and the Borrower as amended and restated on 15 June 2000.

Authorised Investment has the meaning given to it in the Account Agreement.

Banks Adviser means the Banks Insurance Adviser, the Banks Aluminium Market Adviser, the Banks Model Adviser or the Banks Technical Adviser (as the context requires).

Banks Aluminium Market Adviser means Metal Bulletin Research of 16 Lower Marsh, London SE1 7RJ or such other firm of advisers on the aluminium market as may be appointed pursuant to Clause 27 (Advisers),

Banks Insurance Adviser means Bankrisk Services, a division of Marsh UK Limited of Tower Place, London, EC3R 5BU or such other firm of insurance advisers as may be appointed pursuant to Clause 27 (Advisers).

Banks Model Adviser means PriceWaterhouseCoopers of One Embankment Place, London WC2N 6NN or such other firm of model audit advisers as may be appointed pursuant to Clause 27 (Advisers).

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(1)		NORDURAL hf (Registered No: 570297-2609) as borrower (the Borrower);

(2)		THE ROYAL BANK OF SCOTLAND PLC, BNP PARIBAS S.A. and FORTIS BANK (NEDERLAND) N.V. as arrangers (each an Arranger and together the Arrangers);

(3)		THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the Banks );

(4)		BNP PARIBAS S.A. as account bank (in this capacity the Account Bank );

(5)		THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the Agent); and

(6)		BNP PARIBAS S.A. as security trustee (in this capacity the Security Trustee ).

1.		INTERPRETATION

1.1		Definitions

		In this Agreement:

		Account Agreement means the account agreement to be entered into on or prior to Financial Close between the Borrower, the Account Bank, the Security Trustee and the Agent.

		Additional Cost Rate has the meaning given to it in Schedule 7 (Mandatory Cost Formulae).

		Additional Shareholder Funding means the provision of funds to the Borrower by the Shareholder or any Affiliate of the Shareholder in the form of:

	(a)		a subscription for share capital; and/or

	(b)		the provision of Subordinated Loans, and/or

	(c)		any other form of capital contribution,

		in each case in accordance with the terms of the Sponsor Funding Agreement and the Intercreditor Agreement.

		Affiliate means, with respect to any company or a Bank, a Subsidiary or a Holding Company of that company or any other Subsidiary of a Holding Company of that Company.

		Agency includes, in relation to a state or supranational organisation, any agency, authority, central bank, department, government, legislature, ministry, official or public person (whether autonomous or not) of, or of the government of, that state or supranational organisation.

		Aluminium Hedging Agreement means any agreement relating to the hedging of the aluminium price entered or to be entered into by the Borrower in accordance with Clause 16.20 (Hedging).

		Aluminium Hedging Counterparty means any financial institution that is a counterparty to an Aluminium Hedging Agreement entered into by the Borrower.

		Amounts Payable means, in respect of any Repayment Date, the aggregate of:

	(a)		Financing Costs; and

	(b)		Financing Principal (within paragraph (b) of the definition thereof); and

	(c)		Permitted Payments (including those payable from amounts transferred to the Onshore Proceeds Account),

		due on such Repayment Date.

		Anode Supply Agreement means the anode supply agreement dated 7th May, 1997 between VAW Aluminium AG (now Hydro Aluminium Deutschland GmbH) and the Borrower as amended and restated on 15 June 2000.

		Authorised Investment has the meaning given to it in the Account Agreement.

		Banks Adviser means the Banks Insurance Adviser, the Banks Aluminium Market Adviser, the Banks Model Adviser or the Banks Technical Adviser (as the context requires).

		Banks Aluminium Market Adviser means Metal Bulletin Research of 16 Lower Marsh, London SE1 7RJ or such other firm of advisers on the aluminium market as may be appointed pursuant to Clause 27 (Advisers),

		Banks Insurance Adviser means Bankrisk Services, a division of Marsh UK Limited of Tower Place, London, EC3R 5BU or such other firm of insurance advisers as may be appointed pursuant to Clause 27 (Advisers).

		Banks Model Adviser means PriceWaterhouseCoopers of One Embankment Place, London WC2N 6NN or such other firm of model audit advisers as may be appointed pursuant to Clause 27 (Advisers).