U.S.$500,000,000 3.949 per cent. Loan Participation Notes due 2023, U.S.$500,000,000 3.05 per cent. Loan Participation Notes due 2025, and U.S.$500,000,000 2.60 per cent. Loan Participation Notes due 2028 each issued by PhosAgro Bond Funding DAC and unconditionally and irrevocably guaranteed by Joint Stock Company “Apatit”
(collectively, the “Notes”)
1. Terms used herein and not otherwise defined shall have the meaning given to them in the Consent Solicitation Memorandum dated 1 August 2022 (the “Consent Solicitation Memorandum”).
2. It has come to our attention that manifest errors were made when referencing the interest rates of the Notes in the sections of the Consent Solicitation Memorandum identified below which we would like to hereby correct:
On page 44 — the paragraph should read as follows:
RE: Consent Solicitation Memorandum dated 1 August 2022 (the “Memorandum”) which relates, inter alia, to U.S.$500,000,000 3.949 per cent. Loan Participation Notes due 2023 issued by PhosAgro Bond Funding DAC (the “2023 Notes”)
On page 64 — clause 2.2. should read as follows:
2.2 Clause 4.1 (Rate of Interest) shall be deleted in its entirety and shall be replaced with the following:
- “4.1 Rate of Interest
Subject to provisions of Clause 4.2 (Payment of Interest), PhosAgro will pay interest in U.S. Dollars to the Lender on the outstanding principal amount of the Loan from time to time hereunder at the rate of 3.949 per cent. per annum (the ‘Rate of Interest’).”
On page 70 — clause 2.15.4 should read as follows:
2.15.4 Condition 5 (Interest) shall be amended as follows:
- the first paragraph shall be deleted in its entirety and replaced with the following:
“Save as otherwise provided for herein, on each Interest Payment Date (or such later date as amounts equivalent to amounts of interest due on such date are received by or for the account of the Issuer) the Issuer shall account to the Noteholders for an amount equal to the amount of interest actually received by or for the account of the Issuer pursuant to the Loan Agreement and/or the Deeds of Guarantee, as the case may be, which interest under the Loan is payable at a rate of 3.949 per cent. per annum as set out in Clause 4 of the Loan Agreement.
Notwithstanding the foregoing provisions, PhosAgro can make any payment of interest, or can procure that such payment of interest is made, in accordance with the Direct Payment Option or Alternative Payment Option (each as defined in the Loan Agreement) which, when made, shall constitute good discharge of the Issuer’s obligation to pay the relevant amount of interest under the Notes.”
On page 100 — clause 2.2. should read as follows:
2.2 Clause 4.1 (Rate of Interest) shall be deleted in its entirety and shall be replaced with the following:
- 4.1 Rate of Interest
Subject to provisions of Clause 4.2 (Payment of Interest), PhosAgro will pay interest in U.S. Dollars to the Lender on the outstanding principal amount of the Loan from time to time hereunder at the rate of 3.05 per cent. per annum (the “Rate of Interest”).“
On page 106 — clause 2.15.4 should read as follows:
2.15.4 Condition 5 (Interest) shall be amended as follows:
- the first paragraph shall be deleted in its entirety and replaced with the following:
“Save as otherwise provided for herein, on each Interest Payment Date (or such later date as amounts equivalent to amounts of interest due on such date are received by or for the account of the Issuer) the Issuer shall account to the Noteholders for an amount equal to the amount of interest actually received by or for the account of the Issuer pursuant to the Loan Agreement and/or the Deeds of Guarantee, as the case may be, which interest under the Loan is payable at a rate of 3.05 per cent. per annum as set out in Clause 4 of the Loan Agreement.
Notwithstanding the foregoing provisions, PhosAgro can make any payment of interest, or can procure that such payment of interest is made, in accordance with the Direct Payment Option or Alternative Payment Option (each as defined in the Loan Agreement) which, when made, shall constitute good discharge of the Issuer’s obligation to pay the relevant amount of interest under the Notes.”
3. All other terms and conditions of the Consent Solicitation Memorandum remain unchanged.