Exhibit 2
G U A R A N T E E
1. GUARANTEE
AL INDUSTRIER ASA of Xxxxxxxxxxxxx 0, 0000 Xxxx (the "GUARANTOR")
hereby irrevocably and unconditionally guarantee to DEN NORSKE BANK ASA
of Stranden 21, Oslo, Foretaksregisteret NO 810 506 482 and GJENSIDIGE
NOR SPAREBANK ASA of Xxxxxxxxxx 00, 0000 Xxxx, Foretaksregisteret NO
984 851 006 (together the "BANKS") as primary obligor the due and
punctual payment of all sums payable now or in the future to the Banks
by AL Chemy AS (the "BORROWER") pursuant to a USD 33,000,000 Loan
Facility Agreement dated the date hereof (including any renewal or
prolongation thereof) (the "LOAN AGREEMENT") between the Borrower, the
Banks and Den norske Bank ASA as Agent, as and when such sums shall
become due and payable (whether by acceleration or at stated maturity).
2. PAYMENT
In the case of failure by the Borrower punctually to pay any sum due
under the Loan Agreement (whether by acceleration or at stated
maturity), the Guarantor hereby agrees to make such payment within 5
Banking Days of receipt of notice from the Agent.
3. DURATION
This Guarantee is a continuing guarantee and shall remain in force
until all sums which may be or become payable by the Borrower under the
Loan Agreement have been paid in full. The Norwegian Financial
Agreements Act section 67, sub-section four, shall not apply.
4. NATURE OF OBLIGATION
The obligations of the Guarantor hereunder shall not be affected by any
act, omission, or other matter which but for this provision might
operate to release or otherwise exonerate the Guarantor from its
obligations hereunder or affect such obligations including, without
limitation and whether or not known to the Guarantor or the Banks:
(i) any time or indulgence granted to, or composition with, the
Borrower or any other person;
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(ii) the taking, variation, compromise, renewal or release of, or
refusal or neglect to perfect or enforce, any rights, remedies
or securities against the Borrower or any other person;
(iii) any legal limitation or other circumstances relating to the
Borrower;
(iv) any unenforceability or invalidity of any obligations of the
Borrower or any other person under the Loan Agreement;
(v) any omission to notify the Guarantor of any default under the
Loan Agreement or any other fact or circumstance.
5. CLAIM AGAINST BORROWER
The Guarantor shall not, until all the Borrower's liabilities under the
Loan Agreement have been fully performed or satisfied (i) demand payment
from the Borrower of amounts paid hereunder without the written consent
of the Banks or (ii) prove in the liquidation or insolvency of the
Borrower without the written consent of the Banks in respect of any
monies paid or payable or contingently payable by the Guarantor under
this Guarantee, and if such consent is given shall give the Banks the
benefit of every such proof and all monies to be received in respect
thereof.
6. OTHER SECURITY
The Guarantor shall not be entitled to require the Banks first to proceed
against or enforce any other guarantee or any security of, or claim
payment from, the Borrower or any other person.
7. REPRESENTATIONS
The Guarantor represents to the Banks that it is duly formed and validly
existing under the laws of Norway and that this Guarantee constitutes
valid, binding and enforceable obligations of the Guarantor.
8. PREVIOUSLY INCURRED OBLIGATIONS
The obligations of the Borrower covered by this Guarantee comprise
liabilities incurred prior to the issuance hereof.
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9. TAXES
All payments of principal, interest or any other amounts payable
hereunder, shall be made without set off or counterclaim and free and
clear of and without deduction or withholding for any taxes or charges
whatsoever. In the event any such deduction or withholding is required by
law, the Guarantor shall pay such additional amount as will result in the
Banks receiving the full amount due to it hereunder.
10. ASSIGNMENT
This Guarantee may be assigned in connection with an assignment effected
by any Bank pursuant to the terms and conditions of the Loan Agreement.
Suchs assignment shall not require the consent of the Guarantor.
11. GOVERNING LAW
This Guarantee shall be governed by and construed in accordance with
Norwegian law.
29 October 2002
AL INDUSTRIER ASA
By .................................................................
In block letters ...................................................
