EXHIBIT 2.39
BONA SHIPHOLDING LTD
Chase Manhattan plc
Citibank International plc
and Others
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Amendment and Restatement Agreement relating to an
US$500,000,000
Revolving Loan Agreement
originally made on 16 December 1998
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CONTENTS
Clause Page
1. Definitions And Interpretations.........................................1
2. Representations.........................................................2
3. Amendment...............................................................2
4. Incorporation Of Clauses................................................2
Schedule 1 CONDITIONS PRECEDENT......................................4
London-3/145725/04 - 9 - C0828/29464
THIS AMENDMENT AND RESTATEMENT AGREEMENT is made on 11 June 1999
BETWEEN
(1)......BONA SHIPHOLDING LTD. (the "Borrower");
(2) CHASE MANHATTAN plc and CITIBANK INTERNATIONAL plc (the "Arrangers");
(3) CITIBANK INTERNATIONAL plc (the "Trustee");
(4) CITIBANK INTERNATIONAL plc (the "Agent");
(5) THE BANKS (as defined below).
RECITALS
(A) It is proposed that Bona Shipping Ltd. will amalgamate under the laws of
Bermuda with Northwest Maritime Inc., a subsidiary of Teekay Shipping
Corporation and will itself accordingly become a subsidiary of Teekay
Shipping Corporation.
(B) The parties to the Original Loan Agreement have agreed to enter into
this Amendment and Restatement Agreement pursuant to which the Original
Loan Agreement will be amended and restated.
NOW IT IS HEREBY AGREED as follows:-
1. Definitions and Interpretations
1.1 Definitions
In this Agreement and the Recitals the following terms have the meanings
given to them in this Clause 1.1.
"Amended and Restated Loan Agreement" means the Original Loan Agreement,
as amended by this Agreement.
"Effective Date" means the first date upon which both (i) the Agent
shall have confirmed to the other parties hereto that it has received
all the documents listed in Schedule 1, each in form and substance
satisfactory to it and (ii) no Event of Default or Potential Event of
Default shall have occurred and be continuing (Provided that if the
Effective Date does not occur before 31 December 1999 this Agreement
shall be null and void).
"Guarantee" means the guarantee of the obligations of the Borrower, to
be given by the Guarantor, in respect of its obligations under the
Amended and Restated Loan Agreement substantially in the form of Exhibit
2 to this Agreement.
"Guarantor" means Teekay Shipping Corporation.
"Original Loan Agreement" means the Loan Agreement dated 16 December 1998
between the Borrower, the Arrangers, the Agent, the Trustee and the Banks.
"Original Parent's Consolidated Financial Statements" means the audited
consolidated financial statements of the Guarantor as referred to in
Paragraph 7 of Schedule 1.
1.2 Finance Document
It is agreed that this Agreement is a Finance Document as defined in the
Amended and Restated Loan Agreement.
1.3 Defined Terms
Terms defined in the Amended and Restated Loan Agreement bear the same
meaning herein.
2. Representations
The Borrower repeats those representations set forth in Clause 11 of the
Original Loan Agreement as if each reference therein to "this Agreement"
or "the Finance Documents" included a reference to (a) this Agreement
and (b) the Amended and Restated Loan Agreement.
3. Amendment
With effect from the Effective Date the Original Loan Agreement shall be
amended and restated as set out in Exhibit 1 hereto.
4. Incorporation of Clauses
Clause 22 (Costs and Expenses) Clause 26 (Remedies and Waivers, Partial
Invalidity), Clause 27 (Notices), Clause 29 (Law) and Clause 30
(Jurisdiction) of the Amended and Restated Loan Agreement shall apply to
this Agreement mutatis mutandis but as if references therein to the
Amended and Restated Loan Agreement, or to the Finance Documents, were
references to this Agreement.
5. Fee
In consideration of the Banks' agreement to enter into this Agreement,
the Borrower agrees to pay to the Agent for the account of the Banks a
fee (the "Fee") of 0.2 per cent. of the Aggregate Total Commitments as
at the date hereof, one-half of the Fee being payable on the date hereof
and one half on 31 December 1999, unless the Loan shall by then have
been repaid in which case such second instalment shall not be payable.
6. counterparts
This Agreement may be executed in counterparts, each of which when
executed shall be an original, but all counterparts together shall
constitute one and the same instrument.
AS WITNESS the hands of duly authorised representatives of the parties hereto
the day and year first before written.
SCHEDULE 1
CONDITIONS PRECEDENT
1. A certificate of a duly authorised officer of each of the Borrower and
Guarantor setting out the names and signatures of the persons authorised
to sign, on behalf of the Borrower and Guarantor, this Agreement and the
Guarantee, respectively and any documents to be delivered by the
Borrower or the Guarantor pursuant hereto or thereto.
2. A certified copy of a board resolution of each of the Borrower and the
Guarantor respectively, authorising the execution of this Agreement and
the Guarantee and a certified copy of any power of attorney issued
pursuant thereto.
3. A copy, certified a true copy by or on behalf of the Borrower (or, as
the case may be, the Guarantor), of each such law, decree, consent,
licence, approval, registration or declaration as is, in the opinion of
counsel to the Banks, necessary to render this Agreement or, as the case
may be, the Guarantee, legal, valid, binding and enforceable in Liberia
and to make this Agreement and the Guarantee admissible in evidence in
Bermuda and Liberia and to enable the Borrower and Guarantor to perform
their obligations hereunder and thereunder.
4. Delivery of legal opinions addressed to the Agent from:
(a) Clifford Chance, English legal advisors to the Agent;
(b) Conyers Dill and Pearman, Bermudan counsel; and
(c) Watson Farley & Williams, Liberian counsel.
5. An executed original of the Guarantee.
6. A Certificate of Amalgamation issued by the Bermuda Registrar of
Companies certifying that Bona Shipholding Ltd. has amalgamated with
Northwest Maritime Inc.
7. A copy, certified by a duly authorised officer of the Guarantor, of the
Guarantor's audited consolidated financial statements for the year ended
31 March 1999.
8. Written confirmation from Teekay Shipping (UK) Limited that it accepts
its appointment as agent for service of process of the Borrower under
the Amended and Restated Loan Agreement and of the Guarantor under the
Guarantee.
The Borrower
BONA SHIPHOLDING LTD.
By:
Address: P.O. Box HM1179
Cedar House, 41 Cedar Avenue
Hamilton HM12
Bermuda
Attn: Mr Warren Cabral
Fax: (441) 296 8666
Arranger
CHASE MANHATTAN plc
By:
Address: 125 London Wall
London EC2Y 5AJ
Attn: Kristian Orssten
Fax: 0171 777 4759
Arranger, Agent and Trustee
CITIBANK INTERNATIONAL plc
By:
Address: P.O. Box 200
Cottons Centre
Hays Lane
London SE1 2QT
Attn: Debbie Caulfield
Fax: 0171 500 4482
The Banks
CITIBANK, N.A.
By:
Address: P.O. Box 200
Cottons Centre
Hays Lane
London SE1 2QT
Attn: Simon Booth - Global Shipping
Fax: + 44 171 500 2762
THE CHASE MANHATTAN BANK
By:
Address: 125 London Wall
London EC2Y 5AJ
Attn: Credit matters: Einar Stavrum; Operational matters: European Loan Services
Fax: Credit matters: + 47 22 42 5861; Operational matters: + 44 1202 343 706
THE ROYAL BANK OF SCOTLAND PLC
By:
Address: Shipping Business Centre
P.O. Box 450
5-10 Great Tower Street
London EC3P 3HX
Attn: Graham Locker (Credit matters); Carolyn Peal (Operational matters)
Fax: + 44 171 283 7538
CHRISTIANIA BANK OG KREDITKASSE ASA
By:
Address: PB 1166 Sentrum
0106 Oslo
Norway
Attn:Olav Ringdal - Shipping Dept (Credit matters); Aud Sandnes (Operational
matters)
Fax: + 47 22 48 66 68 (Credit matters); + 47 22 48 50 79 (Operational matters)
DEN NORSKE BANK ASA
By:
Address: Stranden 21
N-0107 Oslo
Norway
Attn: Solveig Nuland Knoff, Credit Administration
Fax: + 47 22 48 28 94
CREDIT AGRICOLE INDOSUEZ
By:
Address: 2, quai de President Paul Dommer
92920 Paris La Defense Cedex
France
Attn: Pierre de Fontenay (Credit matters);
Frederic Noel (Operational matters)
Fax: + 33 1 41 89 19 34 (Credit matters);
+ 33 1 41 89 20 79 (Operational matters)
KBC FINANCE IRELAND
By:
Address: KBC House
International Financial Services Centre
Dublin 1
Ireland
Attn: Peter H. Stowell
Fax: + 353 1 670 0855
MEESPIERSON N.V.
By:
Address: Munkedamsveien 53b
N-0250, Oslo
Norway
Attn: Diederik Legger
Fax: + 47 22 11 49 40
SCHIFFSHYPOTHEKENBANK ZU LUBECK AG
By:
Address: Brandstwiete 1
20457 Hamburg
Germany
Attn: Jorg Zickermann
Fax; + 49 40 3701 4649
BANKBOSTON, N.A.
By:
Address: 100 Federal Street
Boston MA 02110
USA
Attn: Credit matters: Sean McCarthy; Operational matters: Edward Swiatek
Fax: Credit matters: + 1 617 434 1955; Operational matters: + 1 617 434 9820
LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE
By:
Address: Martensdamm 6
D-24 103 Kiel
Attn: Matthias Happich
Fax: + 49 431 900 1130
MERITA BANK PLC, LONDON BRANCH
By:
Address: 19 Thomas More Street
London, E1 9YW
Attn: Kirsten Kaarre Jensen
Fax: 0171 709 7001
DEUTSCHE BANK AG IN HAMBURG
By:
Address: Adolphsplatz 7
20457 Hamburg
Germany
Attn: Jorg Zickermann, Ship Financing Dept.
Fax: + 49 40 3701 4649
DEUTSCHE SCHIFFSBANK AG
By:
Address: Domshof 17
D-28195 Bremen
Germany
Attn: Peter Zimmermann
Fax: + 49 421 323 539
VIKING SHIP FINANCE LTD
By:
Address: Claridenstrasse 40
P.O. Box 645
CH-8021 Zurich
Switzerland
Attn: Alexander Schaffert
Fax: + 41 1 234 4066