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EXHIBIT 2.24
NASSAU SPIRIT INC.
LUZON SPIRIT
ASSIGNMENT OF INSURANCE
Nassau Spirit Inc., a corporation organized and existing under the laws of
the Commonwealth of the Bahamas (the "Assignor"), the owner of the Bahamian
documented vessel LUZON SPIRIT, Official No. 720776 (the "Vessel"), in
consideration of One Dollar ($1) lawful money of the United States of America
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, has sold, assigned, transferred and set over, and by
this instrument does sell, assign, transfer and set over unto UNITED STATES
TRUST COMPANY OF NEW YORK (the "Assignee"), a New York corporation, as Trustee
pursuant to, and for the benefit of the Holders of the Securities (as defined in
the Indenture hereinafter defined) issued under, that certain Indenture dated as
of the date hereof, among Teekay Shipping Corporation (the "Company"), certain
subsidiaries of the Company and the Trustee (the "Indenture"), and as mortgagee
of the Vessel under the First Preferred Ship Mortgage (as defined in the
Indenture) (the "Mortgage") granted by Assignor in favor of the Assignee, and
unto the Assignee's successors and assigns, to its and its successors' and
assigns' own proper use and benefit, and, as collateral security for the
Assignor's obligations under its Guarantee dated the date hereof (the
"Guarantee"), the payment of the principal of (and premium, if any) and interest
on the Securities, the payment of all other sums of money payable by the Company
under the Indenture, the payment of all other sums of money payable by the
Shipowner under this Assignment and the other Guarantor Security Documents to
which it is a party, and the payment of all sums payable by the other Guarantors
under their respective Subsidiary Guarantees and Guarantor Security Documents
(collectively, the "Obligations"), and to secure as well the performance and
observance of all agreements, covenants and provisions contained in this
Assignment, and of the Company and the Guarantors in the Indenture and the
Security Documents, all right, title and interest of the Assignor under, in and
to (i) all insurances in respect of the Vessel, whether heretofore, now or
hereafter effected, and all renewals of or replacements for the same (the
"Insurances"), (ii) all claims, returns of premium and other
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moneys and claims for moneys due and to become due under or in respect of said
insurances, (iii) all other rights of the Assignor under or in respect of said
insurances and (iv) any proceeds of any of the foregoing. The liability of the
Assignor under this Assignment shall be limited by the provisions of Section 2
of the Guarantee.
SECTION 1. Representations, Warranties and Covenants. The Assignor hereby
warrants and represents that each of the Insurances is in full force and effect
and is enforceable in accordance with its terms, and that the Assignor is not in
default thereunder. The Assignor hereby further warrants and represents that it
has not assigned, pledged or in any way created or suffered to be created any
security interest in the whole or any part of the right, title and interest
hereby assigned, except for the assignment to the Assignee. The Assignor hereby
covenants that, without the prior written consent thereto of the Assignee, so
long as this Assignment shall remain in effect, it will not assign or pledge the
whole or any part of the right, title and interest hereby assigned to anyone
other than the Assignee, its successors or assigns, and it will not take or omit
to take any action, the taking or omission of which might result in an
alteration or impairment of said insurances in any material respect, or this
Assignment or of any of the rights created by said insurances or this
Assignment.
The Assignor hereby further covenants and agrees to procure that notice of
this Assignment shall be duly given to all underwriters and that where the
consent of any underwriter is required pursuant to any of the insurances
assigned hereby it shall be obtained and evidence thereof shall be given to the
Assignee, or, in the alternative, that in the case of protection and indemnity
coverage the Assignor shall obtain, with the Assignee's approval, a letter of
undertaking by the underwriters or clubs, and that there shall be duly endorsed
upon all slips, cover notes, policies, certificates of entry or other
instruments issued or to be issued in connection with the insurances assigned
hereby such clauses as to named assured or loss payees as the Assignee may
require or approve. In all cases (except in the case of protection and indemnity
coverage), unless otherwise agreed in writing by the Assignee, such slips, cover
notes, notices, certificates of entry or other instruments shall show the
Assignee as named assured and shall provide that there will be no recourse
against the Assignee for payment of premiums, calls or assessments.
The Assignor agrees that at any time and from time to time, upon the
written request of the Assignee, its successors and assigns, the Assignor will
promptly and duly execute and deliver any and all such further instruments and
documents as the
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Assignee, its successors and assigns may reasonably request in order to obtain
the full benefits of this Assignment and of the rights and powers herein
granted.
Any payments made pursuant to the terms hereof shall be made to such
account as may, from time to time, be designated by the Assignee.
Section 2. Freedom of Assignee from Obligations. It is hereby expressly
agreed that anything herein contained to the contrary notwithstanding, the
Assignor shall remain liable under said insurances to perform all of the
obligations assumed by it thereunder and the Assignee shall have no obligation
or liability (including, without limitation, any obligation or liability with
respect to the payment of premiums, calls or assessments) under said insurances
by reason of or arising out of this Assignment, nor shall the Assignee be
required or obligated in any manner to perform or fulfill any obligations of the
Assignor under or pursuant to said insurances or to make any payment or to make
any inquiry as to the nature or sufficiency of any payment received by the
Assignee or to present or file any claim, or to take any other action to collect
or enforce the payment of any amounts which may have been assigned to it or to
which it may be entitled hereunder at any time or times.
Section 3. Power of Attorney; Financing Statements. The Assignee, its
successors and assigns, are hereby constituted lawful attorneys, irrevocably,
with full power (in the name of the Assignor or otherwise) to ask, require,
demand, receive, compound and give acquittance for any and all moneys and
claims for moneys due and to become due under or arising out of said
insurances, to endorse any check or other instruments or orders in connection
therewith and to file any claims or take any action or institute any
proceedings which the Assignee may deem to be necessary or advisable in
the premises. Any action or proceeding brought by the Assignee pursuant to
any of the provisions hereof or of said insurances or otherwise, and any
claim made by the Assignee hereunder or under said insurances, may be
compromised, withdrawn or otherwise dealt with by the Assignee without any
notice to, or approval of the Assignor. The Assignor hereby irrevocably
authorizes the Assignee, at the Assignor's expense, to file, at any time and
from time to time, such financing and continuation statements or
papers of similar purpose or effect relating to this Assignment, without the
Assignor's signature, as the Assignee at its option may deem appropriate and
appoints the Assignee as the Assignor's attorney-in-fact to execute any such
statements in the Assignor's name and to perform all other acts which the
Assignee may deem appropriate to perfect and continue the security interests
conferred hereby.
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SECTION 4. Irrevocable Assignment. The powers and authority granted to
the Assignee herein have been given for a valuable consideration and are hereby
declared to be irrevocable and may not be amended or waived except by an
instrument in writing signed by the party against whom enforcement is sought.
SECTION 5. Conditions of Assignment. Unless and until an Event of
Default shall have occurred and be continuing under the Indenture, the
Assignor shall be entitled to exercise all its rights under said insurances
(subject to the provisions of this Assignment) in all respects as if this
Assignment had not been made.
SECTION 6. Governing Law. This Assignment shall be construed in
accordance with and governed by the laws of the State of New York, United States
of America. The Assignor hereby irrevocably submits itself to the non-exclusive
jurisdiction of any New York State or Federal court sitting in New York City and
any appellate court from any thereof, for the purposes of (and solely for the
purposes of) any suit, action or other proceeding arising out of, or relating
to, this Assignment or any of the transactions contemplated hereby, hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard in such New York State or Federal court and hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, or otherwise, in any
such suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of the above-named courts for any reason whatsoever, that such
suit, action or proceeding is brought in an inconvenient forum, or that the
venue of such suit, action or proceeding is improper, or that this Assignment or
the subject matter hereof may not be enforced in or by such courts. The Assignor
hereby irrevocably appoints Haight, Gardner, Poor & Havens (the "Process
Agent"), with an office on the date hereof at 195 Broadway, New York, New York
10007, United States, as its agent to receive on behalf of the Assignor and its
property service of copies of the summons and complaint and any other process
which may be served in any such suit, action or proceeding and in any suit,
action or proceeding arising out of or relating to any other Security Document
to which the Assignor is a party. Such service may be made by mailing or
delivering a copy of such process to the Assignor in care of the Process Agent
at the Process Agent's above address, and the Assignor hereby irrevocably
authorizes and directs the Process Agent to accept such service on its behalf.
As an alternative method of service, the Assignor also irrevocably consents to
the service of any and all process in any such suit, action or proceeding by the
mailing of copies of such process to the Assignor at its address specified in
the Indenture. The Assignor agrees that a final judgment in any such action,
suit or proceeding shall be conclusive and may be enforced in other
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jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this paragraph shall affect the right of the Assignee to serve legal
process in any other manner permitted by law or affect the right of the Assignee
to bring any action or proceeding against the Assignor or its property in the
courts of any other jurisdiction.
SECTION 7. Notices. All notices or other communications required or
permitted to be made or given hereunder shall be made in writing, in English,
and personally delivered to an officer or other responsible employee of the
addressee, or sent, by registered air mail, return receipt requested, postage
prepaid, telex, facsimile transmission, or other direct written electronic means
to the applicable address set opposite such party's name below, or to such other
address as any party hereto may from time to time designate to the others in
such manner:
If to the Assignee:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036-1532
Attention: Trust Administration
Telex: 620439
ANSWER BACK US TRUST
Facsimile: (212) 852-1625
If to the Assignor:
Nassau Spirit Inc.
c/o Teekay Shipping Corporation
Tradewinds Building
Sixth Floor
Bay Street
P.O. Box SS-6293
Nassau, Commonwealth of the Bahamas
Attention: Managing Director
Telex: 382-20375
ANSWER BACK AB: OCEAN
Facsimile: (809) 328-7330
Any communication personally delivered shall be deemed to have been validly
and effectively given or delivered on the date of such delivery. Any
communication transmitted by facsimile, telex or other direct written electronic
means, or by registered air mail, shall be deemed to have been validly and
effectively given or delivered on the day when received.
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SECTION 8. Headings. The division of this Assignment into sections and
the insertion of headings are for convenience of reference only and shall not
affect the interpretation or construction of this Assignment.
SECTION 9. Termination. This Assignment shall terminate, and be of no
further force and effect, upon (i) the payment in full of all of the Obligations
and the performance and observance of all agreements, covenants and provisions
contained in the Guarantee and the Mortgage, and of the Company and the Assignor
under the Indenture, and the absence of any further actual or contingent
liability in respect of any thereof, (ii) the occurrence of the Termination and
Release or (iii) the substitution of a Qualified Substitute Vessel for the
Vessel under the Indenture.
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IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly
executed this 29th day of January, 1996.
NASSAU SPIRIT INC.
By: /s/ Anthony Gurnee
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Name: Anthony Gurnee
Title: Attorney-in-Fact
The terms and conditions of
this Assignment are hereby
ACCEPTED BY:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Cynthia Chaney
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Name: Cynthia Chaney
Title: Assistant Vice President
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NOTICE OF ASSIGNMENT
The Nippon Fire & Marine Insurance Co., Ltd.
The Britannia Steam Ship Insurance Association Limited
Miller Marine Limited
Nassau Spirit Inc. (the "Owner"), owner of the Bahamian documented vessel
LUZON SPIRIT, Official No. 720776 (the "Vessel"), HEREBY GIVES NOTICE that by an
Assignment dated January 29, 1996 and made by the Owner to UNITED STATES TRUST
COMPANY OF NEW YORK (the "Assignee"), a New York corporation, as Trustee
pursuant to, and for the benefit of the Holders of the Securities (as defined in
the Indenture hereinafter defined) issued under, that certain Indenture dated as
of January 29, 1996, among Teekay Shipping Corporation (the "Company"), certain
subsidiaries of the Company and the Trustee (the "Indenture"), the Owner
assigned to the Assignee all of the Owner's right, title and interest in and to
all insurances and the benefit of all insurances, heretofore, now or hereafter
taken out in respect of the Vessel. This Notice and the attached Loss Payable
Clauses are to be endorsed on all policies and certificates of entry evidencing
such insurances.
NASSAU SPIRIT INC.
By: /s/ Anthony Gurnee
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Name: Anthony Gurnee
Title: Attorney-in-Fact
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LOSS PAYABLE CLAUSES
HULL AND WAR RISKS
Loss, if any, payable to UNITED STATES TRUST COMPANY OF NEW YORK (the
"Mortgagee"), a NEW YORK CORPORATION, in its capacity as Trustee pursuant to,
and for the benefit of the Holders of the Securities (as defined in the
Indenture hereinafter defined) issued under, that certain Indenture dated as of
January 29, 1996, among Teekay Shipping Corporation (the "Company"), certain
subsidiaries of the Company and the Trustee (the "Indenture"), for distribution
by it to the Mortgagee and then to Nassau Spirit Inc. (the "Owner) as their
respective interests may appear, or order, except that, unless Underwriters have
been otherwise instructed by notice in writing from the Mortgagee in the case of
any loss involving any damage to the Vessel or liability of the Vessel, the
Underwriters may pay directly for the repair, salvage, liability or other
charges involved or, if the Owner shall have first fully repaired the damage and
paid the cost thereof, or discharged the liability or paid all of the salvage or
other charges, then the Underwriters may pay the Owner as reimbursement
therefor, provided, however, that if such damage involves a loss in excess of
U.S. $1,000,000 or its equivalent the Underwriters shall not make such payment
without first obtaining the written consent thereto of the Mortgagee.
In the event of an actual or constructive total loss or a compromised or
arranged total loss or requisition of title, all insurance payments therefor
shall be paid to the Mortgagee, for distribution by it in accordance with the
terms of the Mortgage.
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SCHEDULE TO EXHIBIT 2.24
The Assignments of Insurance not required to be filed because each of them
is substantially identical to Exhibit 2.24, and the material details by which
each such Assignment of Insurance differs from such Exhibit are as follows:
1. Assignment of Insurance dated January 29, 1996 by VSSI Atlantic Inc. to
United States Trust Company of New York, as Trustee.
a. Name of Assignor: VSSI Atlantic Inc.
b. Name of Ship: TORBEN SPIRIT
c. Jurisdiction of Organization: Republic of Liberia
d. Official Number of Ship: 723526
2. Assignment of Insurance dated January 29, 1996 by VSSI Appian Inc. to
United States Trust Company of New York, as Trustee.
a. Name of Assignor: VSSI Appian Inc.
b. Name of Ship: MAYON SPIRIT
c. Jurisdiction of Organization: Republic of Liberia
d. Official Number of Ship: 720752
3. Assignment of Insurance dated January 29, 1996 by Senang Spirit Inc. to
United States Trust Company of New York, as Trustee.
a. Name of Assignor: Senang Spirit Inc.
b. Name of Ship: Senang Spirit
c. Official Number of 723521
4. Assignment of Insurance dated January 29, 1996 by Exuma Spirit Inc. to
United States Trust Company of New York, as Trustee.
a. Name of Assignor: Exuma Spirit Inc.
b. Name of Ship: LEYTE SPIRIT
c. Official Number of Ship: 720790
5. Assignment of Insurance dated January 29, 1996 by Andros Spirit Inc. to
United States Trust Company of New York, as Trustee.
a. Name of Assignor: Andros Spirit Inc.
b. Name of Ship: SAMAR SPIRIT
c. Official Number of Ship: 723134
6. Assignment of Insurance dated January 29, 1996 by VSSI Oceans Inc. to
United States Trust Company of New York, as Trustee.
a. Name of Assignor: VSSI Oceans Inc.
b. Name of Ship: POUL SPIRIT
c. Jurisdiction of Organization: Republic of Liberia
d. Documentation of Ship: Liberian
e. Official Number of Ship: 10328