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Title: |
Revolving Credit Facility Agreement |
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Date: |
2006 |
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Preview shows 15KB of 177KB total |
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Price: |
$73 |
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ID: |
#2184514 |
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THOMMESSEN
USD 300,000,000
REVOLVING CREDIT FACILITY AGREEMENT
for
Nordic American Tanker Shipping Limited
as Borrower
provided by
The Financial Institutions
listed in Schedule 1
as Lenders
With
DnB NOR Bank ASA
as Mandated Lead Arranger
and
DnB NOR Bank ASA
as Agent
Dated 14 September 2005
{PAGE}
Execution copy
TABLE OF CONTENTS
1 DEFINITIONS AND INTERPRETATION 4
2 THE FACILITY 13
3 PURPOSE 13
4 CONDITIONS PRECEDENT 14
5 DRAWDOWN 14
6 REPAYMENT 15
7 PREPAYMENT AND CANCELLATION 15
8 INTEREST 17
9 INTEREST PERIODS 18
10 CHANGES TO THE CALCULATION OF INTEREST 19
11 FEES 20
12 TAX GROSS-UP AND INDEMNITIES 20
13 INCREASED COSTS 21
14 OTHER INDEMNITIES 21
15 MITIGATION BY THE LENDERS 22
16 COSTS AND EXPENSES 23
17 SECURITY 23
18 REPRESENTATIONS AND WARRANTIES 24
19 INFORMATION UNDERTAKINGS 27
20 FINANCIAL COVENANTS 29
21 GENERAL UNDERTAKINGS 29
22 VESSEL COVENANTS 31
23 EVENTS OF DEFAULT 35
24 CHANGES TO THE PARTIES 37
25 ROLE OF THE AGENT AND THE ARRANGER 39
26 SHARING AMONG THE FINANCE PARTIES 43
27 PAYMENT MECHANICS 45
28 SET-OFF 46
29 NOTICES 47
30 CALCULATIONS 47
31 MISCELLANEOUS 48
32 GOVERNING LAW AND ENFORCEMENT 49
{PAGE}
SCHEDULES
1 Lenders and commitments
2 Conditions precedent
3 Form of Drawdown Notice
4 Form of Compliance Certificate
5 Form of Transfer Certificate
6 Form of Assignment Agreement
7 Mandatory Cost Formula
{PAGE}
THIS REVOLVING CREDIT FACILITY AGREEMENT is dated 14 September 2005 and made
between
(1) Nordic American Tanker Shipping Limited, of Reid House, 31 Church Street,
Hamilton HM 12, Bermuda, as borrower (the "Borrower"),
(2) The banks and financial institutions listed in Schedule ii, as original
lenders (together, the "Lenders"),
(3) DnB NOR Bank ASA of Stranden 21, N-0250 Oslo, Norway, organisation number
984 851 006, as mandated lead arranger (the "Arranger"), and
(4) DnB NOR Bank ASA of Stranden 21, N-0250 Oslo, Norway, organisation number
984 851 006, as facility agent (the "Agent")
IT IS AGREED as follows
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, unless the context otherwise requires
"Agreement" means this revolving credit facility agreement, as it may be
amended, supplemented and varied from time to time, including its Schedules and
any Transfer Certificate
"Applicable Margin" means the margin as determined and adjusted in accordance
with Clause 8 2 (Adjustment of Applicable Margin)
"Assignment Agreement" means the assignment agreement collateral to this
Agreement for the first priority assignment of the Earnings and the Insurances
to be made between the Borrower and the Agent (on behalf of the Finance Parties)
as security for all amounts due from time to time under the Finance Documents in
accordance with Clause 17 (Security), substantially in the form set out in
Schedule 6 (Form of Assignment Agreement)
"Availability Period" means the period from and including the date of this
Agreement until one (1) month prior to the Final Maturity Date
"Available Commitment" means a Lender's Commitment less
a) the amount of its participation in any outstanding Loans, and
b) in relation to any proposed Loan, its participation in any Loans that are
due to be made on or before the proposed Drawdown Date,
other than that Lender's participation in any Loans that are due to be repaid or
repaid on or before the proposed Drawdown Date
"Available Facility" means the aggregate for the time being of each Lender's
Available Commitment
"Break Costs" means the amount (if any) by which
a) the interest which a Lender should have received for the period from the
date of receipt of all or part of its participation in a Loan or Unpaid Sum
to the last day of the current Interest Period in respect of such Loan or
Unpaid Sum, had the principal amount or Unpaid Sum been paid on the last
day of that Interest Period, exceeds
b) the amount which that Lender would be able to obtain by placing an amount
equal to the principal amount or Unpaid Sum received by it on deposit with
a leading bank in the relevant interbank market for a period starting on
the Business Day following receipt or recovery and ending on the last day
of the current Interest Period
"Business Day" means a day (other than a Saturday or Sunday) on which banks are
open for business in Oslo and London (or any other relevant place of payment
under Clause 27 (Payment mechanics)
"Charterers" means any charterers of any of the Vessels from time to time
"Charterparties" means each of the time charterparty(ies), bareboat
charterparty(ies) or other contracts of employment (as the case may be) made
between the Borrower (as owner) and the relevant Charterers for the charter of
the Vessels
"Commercial Management Agreement" means the agreement made or to be made between
the Borrower and the Commercial Manager for the commercial management of the
Borrower and the Vessels (hereunder, but not limited to, the appointment of the
Technical Manager)
"Commercial Manager" means Scandic American Shipping Ltd (European Branch), P0
Box 56, N-3201 Sandefjord, Norway
"Commitment" means
a) in relation to a Lender, the amount set opposite its name under the heading
"Commitment" in Schedule 1 (Lenders and Commitments) and the amount of any
other Commitment transferred to it pursuant to Clause 24 2 (Assignments and
transfers by the Lenders), and
b) in relation to any New Lender, the amount of any Commitment transferred to
it pursuant to Clause 24 2 (Assignments and transfers by the Lenders),
to the extent not cancelled, reduced or transferred by it under this Agreement
"Compliance Certificate" means a certificate substantially in the form as set
out in Schedule 4 (Form of Compliance Certificate)
"Default" means an Event of Default or any event or circumstance specified in
Clause 23 (Events of Default) which would (with the expiry of a grace period,
the giving of notice, the making of any determination under the Finance
Documents or any combination of any of the foregoing) be an Event of Default
"DOC" means in relation to the Technical Manager a valid document of compliance
issued to the Technical Manager pursuant to paragraph 13 2 of the ISM Code
"Drawdown Date" means the Business Day on which the Borrower has requested
drawdown of a Loan pursuant to this Agreement or, as the context requires, the
date on which such Loan is actually made
"Drawdown Notice" means the notice substantially in the form set forth in
Schedule 3 (Form of Drawdown Notice)
"Earnings" means all moneys whatsoever which are now, or later become, payable
(actually or contingently) to the Borrower and which arise out of the use of or
operation of any of the Vessels, including (but not limited to)
a) all freight, hire and passage moneys payable to the Borrower, including
(without limitation) payments of any nature under any of the Charterparties
or any other charter or agreement for the employment, use, possession,
management and/or operation of any of the Vessels,
b) any claim under any guarantees related to freight and hire payable to the
Borrower as a consequence of the operation of any of the Vessels,
c) compensation payable to the Borrower in the event of any requisition of any
of the Vessels or for the use of any of the Vessels by any government
authority or other competent authority,
d) remuneration for salvage, towage and other services performed by any of the
Vessels payable to the Borrower,
e) demurrage and retention money receivable by the Borrower in relation to any
of the Vessels,
f) all moneys which are at any time payable under the Insurances in respect of
loss of earnings,
g) if and whenever any of the Vessels is employed on terms whereby any moneys
falling within paragraph a) to f) above are pooled or shared with any other
person, that proportion of the net receipts of the relevant pooling or
sharing arrangement which is attributable to such Vessel, and
h) any other money whatsoever due or to become due to the Borrower from third
parties in relation to any of the Vessels, or otherwise
"Earnings Account" means account no 7093 04 41587 with the Agent of the Borrower
to which all the Earnings shall be paid
"Environmental Approval" means any permit, licence, consent, approval and other
authorisations and the filing of any notification, report or assessment required
under any Environmental Law for the operation of any of the Vessels
"Environmental Claim" means any claim, proceeding or investigation by any party
in respect of any Environmental Law or Environmental Approval
"Environmental Law" means any applicable national or international law,
regulation, convention or treaty in any jurisdiction in which the Borrower
and/or the Charterers conducts business which relates to
a) the pollution or protection of the environment,
b) harm to or the protection of human health,
c) conditions on the workplace,
d) any emission or substance capable of causing harm to any living organism or
the environment, or
e) to the carriage of material which is capable of polluting the environment
"Equity" means has the meaning given to that term in Clause 20 1 (Financial
definitions)
"Event of Default" means any event or circumstance specified as such in Clause
23 (Events of Default)
"Existing Vessels" means
a) MT "Nordic Hawk", a 151,458 dwt suezmax vessel built in 1997 with IMO
number 9131149 owned by and registered in the name of the Borrower in the
Bahamas Ship Registry,
b) MT "Nordic Hunter", a 151,458 dwt suezmax vessel built in 1997 with IMO
number 9131151 owned by and registered in the name of the Borrower in the
Bahamas Ship Registry,
c) MT "Gulf Scandic", a 151,458 dwt suezmax vessel built in 1997 with IMO
number 9131137, owned by and registered in the name of the Borrower in the
Isle of Man Ship Registry,
d) MT "Nordic Fighter", a 153,181 dwt suezmax vessel built in 1998 with IMO
number 9157715, owned by and registered in the name of the Borrower in the
Norwegian International Ship Registry,
e) MT "Nordic Freedom", a 159,500 dwt suezmax vessel built in 2005 with IMO
number 9288887 owned by and registered in the name of the Borrower in the
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