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AMENDMENT NO. 1 TO
REDUCING REVOLVING CREDIT FACILITY AGREEMENT
DATED JUNE 5, 1995
AMONG
CERTAIN SUBSIDIARIES OF
TEEKAY SHIPPING CORPORATION,
DEN NORSKE BANK ASA,
CHRISTIANIA BANK OG KREDITKASSE,
acting through its New York branch, and
NEDERLANDSE SCHEEPSHYPOTHEEKBANK N.V.,
as Co-Arrangers,
and
THE LENDERS THEREIN NAMED
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October 7, 1996
1
AMENDMENT NO. 1 TO
REDUCING REVOLVING CREDIT FACILITY AGREEMENT
--------------------------------------------
THIS AMENDMENT NO. 1 TO REDUCING REVOLVING CREDIT FACILITY AGREEMENT is
made the 7th day of October, 1996, and is by and among:
(1) Those certain Liberian corporations and Bahamian companies whose names,
jurisdictions of incorporation and registered addresses are set forth in
Schedule 1 hereto and which are signatories hereto, as joint and several
borrowers, (together, the "Borrowers", each a "Borrower");
(2) Den norske Bank ASA ("DnB"), Christiania Bank og Kreditkasse, acting
through its New York branch ("CBK"), and Nederlandse Scheepshypotheekbank
N.V. ("Nedship"), as co-arrangers (together, the "Co-Arrangers", each a
"Co-Arranger");
(3) DnB, CBK, Nedship, Deutsche Schiffsbank AG, DNI Inter Asset Bank and
Finance Company Viking (together, the "Lenders", each a "Lender"); and
(4) DnB, as agent (the "Agent") and security trustee (the "Security Trustee")
for the Lenders.
W I T N E S S E T H
WHEREAS:
A. Pursuant to that certain reducing credit facility agreement dated June 6,
1995 (the "Credit Agreement") between the Borrowers, the Co-Arrangers, the
Agent and the Security Trustee, the Lenders made available to the Borrowers
a reducing revolving credit facility (the "Credit Facility") in the maximum
principal amount of US$243,000,000 of which US$204,000,000 is presently
available.
B. The Borrowers have arranged to refinance part of the Credit Facility and
have requested that the Agent, on behalf of the Lenders, release certain
Borrowers from their obligations under the Credit Agreement in exchange for
the permanent reduction of the Credit Facility;
C. The Borrowers have requested and the Lenders have agreed to amend the
Credit Agreement pursuant to the terms hereof.
NOW THEREFORE, on consideration of the premises and such other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, it is hereby agreed as follows:
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1. DEFINITIONS. Unless otherwise defined herein, words and expressions
defined in the Credit Agreement shall bear the same meanings when used herein.
2. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers hereby reaffirms
each and every representation and warranty made by it in the Credit Agreement
(updated mutatis mutandis).
3. PERFORMANCE OF COVENANTS. Each of the Borrowers hereby reaffirms that it
has duly performed and observed the covenants and undertakings set forth in the
Credit Agreement on its part to be performed, and covenants and undertakes to
continue to duly perform and observe such covenants and undertakings so long as
the Credit Agreement, as amended hereby, shall remain in effect.
4. REDUCTION IN CREDIT FACILITY. The Borrowers hereby agree to a reduction
in amounts available under the Credit Facility to $148,000,000 as of the date
hereof and to pro rata reductions of the Commitments on the Reduction Dates
pursuant to Section 5.5 of the Credit Facility.
5. RELEASE OF BORROWERS. In exchange for the permanent reduction of the
Credit Facility, the Lenders hereby agree to release VSSI Tokyo Inc. ("Tokyo"),
VSSI Sun Inc. ("Sun"), VSSI Marine Inc. ("Marine") and VSSI Carriers Inc.
("Carriers") from their obligations under the Credit Agreement and the security
interest in the collateral granted to it under or in connection with the Credit
Agreement and under or in connection with the following documents:
(1) that certain Assignment of Earnings dated June 6, 1995 by Tokyo
in favor of the Agent;
(2) that certain Assignment of Insurances dated June 6, 1995 by Tokyo
in favor of the Agent;
(3) that certain Assignment of Earnings dated June 6, 1995 by Sun in
favor of the Agent;
(4) that certain Assignment of Insurances dated June 6, 1995 by Sun
in favor of the Agent;
(5) that certain Assignment of Earnings dated June 6, 1995 by
Carriers in favor of the Agent;
(6) that certain Assignment of Insurances dated June 6, 1995 by
Carriers in favor of the Agent;
(7) that certain Assignment of Earnings dated June 6, 1995 by Marine
in favor of the Agent;
(8) that certain Assignment of Insurances dated June 6, 1995 by
Marine in favor of the Agent; and
(9) solely with respect to the shares of Tokyo, Sun, Carriers and
Marine, that certain Pledge Agreement dated June 6, 1995 by the
Guarantor in favor of the Agent.
In addition, the Lenders hereby authorize the Agent to execute and deliver
releases of mortgages with respect to each of the Mortgages over the Vessels
owned by Tokyo, Sun, Marine and Carriers and to record such releases in the
Office of the Deputy Commissioner of Maritime Affairs of the Republic of
Liberia.
6. ASSIGNMENTS BY THE BORROWER. By its execution and delivery of this
Amendment, each of the Borrowers and the Guarantor, by its consent hereto,
hereby consent and agree that (a) the Assignments (other than the Assignments
listed in Section 5) and the Pledge (to the extent that it has not been released
hereby) shall remain in full force and effect and (b) to the extent such
Assignments and Pledge have not been specifically amended in connection with the
transactions contemplated hereby, all references in such documents to the Credit
Agreement shall be deemed to refer to the Credit Agreement as amended hereby.
7. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, excepting the choice of law
rules of said State.
8. COUNTERPARTS. This Amendment may be executed in as many counterparts as
may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts each of which, when so executed, shall be deemed to be an
original but all such counterparts shall constitute but one and the same
agreement.
9. HEADINGS; AMENDMENT. In this Amendment, Clause headings are inserted for
convenience of reference only and shall be ignored in the interpretation of this
Amendment. This agreement cannot be amended other than by written agreement
signed by the parties hereto.
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IN WITNESS whereof the parties hereto have caused this Amendment to be duly
executed by their duly authorized representatives as of the day and year first
above written.
CHIBA SPIRIT INC. PALM MONARCH INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
VSSI SUN INC. VSSI DRAKE INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
VSSI GEMINI INC. VSSI TOKYO INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
VSSI CARRIERS INC. VSSI MARINE INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
MENDANA SPIRIT INC. TASMAN SPIRIT INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
MUSASHI SPIRIT INC. VANCOUVER SPIRIT INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
VSSI CONDOR INC. ELCANO SPIRIT INC.
By /s/ Esther E. Gibson By /s/Esther E. Gibson
-------------------- -------------------
Esther E. Gibson Esther E. Gibson
Secretary Secretary
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DEN NORSKE BANK ASA, as Agent, Security Trustee, CHRISTIANIA BANK OG
KREDITKASSE, acting through its Co-Arranger and Lender New York branch, as
Co-Arranger and Lender
By /s/ Trond H. Scheie By /s/ Hans Chr. Kjelsrud
------------------- ----------------------
Name:Trond H. Scheie Name:Hans Chr. Kjelsrud
Title: General Manager Title: Vice President
NEDERLANDSE SCHEEPSHYPOTHEEKBANK N.V., By /s/ Justin F. McCarty, III
as Co-Arranger and Lender --------------------------
Name:Justin F. McCarty, III
Title:Vice President
By /s/ Susan H. MacCurmac
---------------------- DEUTSCHE SCHIFFSBANK AG,
Name: Susan H. MacCurmac as Lender
Title: Attorney-in-fact
DNI INTER ASSET BANK, By /s/ Dr. Schiering
as Lender ----------------------
Name: Dr. Schiering
Title: Sr. General Manager
By /s/ Zimmermann
----------------------
Name: Zimmermann
Title: Manager
By /s/ Bert W.A.M. Mulders
----------------------- FINANCE COMPANY VIKING,
Name: Bert W.A.M. Mulders as Lender
Title: Vice President
By /s/ S. Angell-Hansen
----------------------
Name:S. Angell-Hansen
Title: Ass. Vice President
By /s/ D. Grimaitre
----------------------
Name: D. Grimaitre
Title: Authorized Signatory
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CONSENT AND AGREEMENT
---------------------
The undersigned, referred to in the foregoing Amendment No. 1 to Reducing
Revolving Credit Facility Agreement as the "Guarantor", hereby consents and
agrees to said Amendment and to the documents contemplated thereby and to the
provisions contained therein relating to conditions to be fulfilled and
obligations to be performed by the undersigned pursuant to or in connection with
said Agreement and reaffirms the representations, warranties and covenants
relating to the undersigned contained in said Agreement.
TEEKAY SHIPPING CORPORATION
By /s/ Esther E. Gibson
--------------------
Esther E. Gibson
Secretary
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SCHEDULE 1
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The Borrowers
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Name Jurisdiction of Incorporation Registered Address
- ---- ----------------------------- ------------------
Chiba Spirit Inc. Commonwealth of the Bahamas Tradewinds Building
Bay Street
P.O. Box SS 6293
Nassau, The Bahamas
VSSI Sun Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
VSSI Gemini Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
VSSI Carriers Inc. The Republic of Liberi 80 Broad Street
Monrovia, Liberia
Mendana Spirit Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
Musashi Spirit Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
VSSI Condor Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
Palm Monarch Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
VSSI Drake Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
VSSI Tokyo Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
VSSI Marine Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
Tasman Spirit Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
Vancouver Spirit Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia
Elcano Spirit Inc. The Republic of Liberia 80 Broad Street
Monrovia, Liberia