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Document Preview Facility Agreement |
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Title: |
Facility Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 19KB of 144KB total |
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Price: |
$46 |
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ID: |
#1503600 |
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_________________
_________________
Page
1 Definitions and Interpretation.................................2
2 The Facility and its Purpose..................................17
3 Conditions Precedent and Subsequent...........................21
4 Representations and Warranties................................24
5 Repayment and Prepayment......................................27
6 Interest......................................................28
7 Fees..........................................................30
8 Security Documents............................................30
9 Agency and Trust..............................................31
10 Covenants.....................................................41
11 Earnings......................................................44
12 Events Of Default.............................................44
13 Set-Off and Lien..............................................48
14 Assignment and Sub-Participation..............................49
15 Payments, Mandatory Prepayment, Reserve Requirements
and Illegality................................................52
16 Communications................................................57
17 General Indemnities...........................................57
18 Miscellaneous.................................................60
19 Law and Jurisdiction..........................................64
SCHEDULE 1.............................................................66
The Banks, the Commitments and the Proportionate Shares......66
SCHEDULE 2.............................................................67
The Borrowers and the Vessels................................67
SCHEDULE 3.............................................................68
Form of Quiet Enjoyment Letter...............................68
SCHEDULE 4.............................................................71
Form of Transfer Certificate.................................71
SCHEDULE 5.............................................................73
Form of Drawdown Notice......................................73
SCHEDULE 6.............................................................75
Calculation of the Mandatory Cost............................75
SCHEDULE 7.............................................................78
Form of Compliance Certificate: Teekay LNG Partners L.P.....78
| (1) | THE VARIOUS BORROWERS whose details are set out in Schedule 2, each of which is a limited liability company incorporated according to the law of the Marshall Islands with its registered office at c/o Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and its principal place of business at TK House, Bayside Executive Park West Bay Street & Blake Road, Nassau, The Bahamas (together the Borrowers); and |
| (2) | the banks and financial institutions listed in Schedule 1, each acting through its office at the address indicated against its name in Schedule 1 (together the Banks and each a Bank); and |
| (3) | DNB NOR BANK ASA, acting as facility agent through its office at Stranden 21, P.O. Box 1171 Sentrum, N-0107 Oslo, Norway (in that capacity the Agent); and |
| (4) | DNB NOR BANK ASA, acting as an arranger through its office at Stranden 21, P.O. Box 1171 Sentrum, N-0107 Oslo, Norway HSBC BANK plc acting as an arranger through its office at 8 Canada Square, London E14 5HQ and DANISH SHIP FINANCE acting as an arranger through its office at Sankt Annae Plads 3, DK-1250 Copenhagen, Denmark (in that capacity the Arrangers and each an Arranger); and |
| (5) | DEUTSCHE SCHIFFSBANK AG, acting as security trustee through its office at Domshof 17, 28195 Bremen, Federal Republic of Germany (in that capacity the Security Trustee). |
Each of the Banks has agreed to advance to the Borrowers its respective Commitment of an aggregate principal amount not
exceeding one hundred and thirty seven million five hundred thousand Dollars ($137,500,000) to assist the
Borrowers in refinancing the Vessels and for the general corporate purposes of the Guarantor and its Subsidiaries.
| 1 | Definitions and Interpretation |
| 1.1 | Definitions |
| In this Agreement:- |
| 1.1.1 | the Address for Service means c/o Teekay Shipping (UK) Ltd of 49 St Jamess Street, London SW1 A11, England or, in relation to any of the Security Parties, such other address in England and Wales as that Security Party may from time to time designate by no fewer than ten Business Days written notice to the Agent. |
| 1.1.2 | the Administration has the meaning given to it in paragraph 1.1.3 of the ISM Code. |
| 1.1.3 | the Advance Date, in relation to any Drawing, means the date on which that Drawing is advanced by the Banks to the Borrower pursuant to Clause 2. |
| 1.1.4 | Approved Brokers means H. Clarkson & Co. Ltd, Simpson Spence & Young Shipbrokers Ltd, Fearnley AS, R. S. Platou AS and P. Bassoe AS. |
| 1.1.5 | Assignments means the deeds of assignment of the Earnings, the Insurances, Requisition Compensation, the Charters and the Charter Guarantees referred to in Clause 8.1.1 (each an Assignment). |
| 1.1.6 | the Borrowers Obligations means all of the liabilities and obligations of the Borrowers to the Finance Parties under or pursuant to the Borrowers Security Documents, whether actual or contingent, present or future, and whether incurred alone or jointly or jointly and severally with any other and in whatever currency, including (without limitation) interest, commission and all other charges and expenses. |
| 1.1.7 | the Borrowers Security Documents means those of the Security Documents to which the Borrowers are or are to be a party. |
| 1.1.8 | Break Costs means all documented costs, losses, premiums or penalties incurred by any of the Finance Parties in the circumstances contemplated by Clause 17.4 or as a result of any of them receiving any prepayment of all or any part of the Facility (whether pursuant to Clause 5.2 or otherwise) or any other payment under or in relation to the Security Documents on a day other than the due date for payment of the sum in question, and includes (without limitation) any losses or costs incurred in liquidating or re-employing deposits from third parties acquired to effect or maintain the Facility, and any liabilities, expenses or losses incurred by any of the Finance Parties in terminating or reversing, or otherwise in connection with, any interest rate and/or currency swap, transaction or arrangement entered into by any of the Finance Parties to hedge any exposure arising under this Agreement, or in terminating or reversing, or otherwise in connection with, any open position arising under this Agreement. |
| 1.1.9 | Business Day means a day on which banks are open for the transaction of business of the nature contemplated by this Agreement (and not authorised by law to close) in New York City, United States of America; London, England; Oslo, Norway; and any other financial centre which the Agent may consider appropriate for the operation of the provisions of this Agreement. |
| 1.1.10 | Change of Control means either (i) that the Guarantor shall cease, for any reason whatsoever, to own or control directly or indirectly, all of the membership interests of a Borrower or the Pledgor or (ii) that Teekay GP L.L.C. ceases to beneficially own or control at least fifty one per centum (51%) of the general partnership interest of the Guarantor or (iii) that Teekay Shipping Corporation ceases to beneficially own or control at least fifty one per centum (51%) of the voting power of Teekay GP L.L.C. |
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