Execution Version CREDIT AGREEMENT dated as of February 23, 2021, between ALTERA SHUTTLE TANKERS L.L.C., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BROOKFIELD TK LOAN 2 L.P. as Administrative Agent
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Execution Version CREDIT AGREEMENT dated as of February 23, 2021, between ALTERA SHUTTLE TANKERS L.L.C., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and BROOKFIELD TK LOAN 2 L.P. as Administrative Agent
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CREDIT AGREEMENT dated as of February 23, 2021, between ALTERA SHUTTLE TANKERS L.L.C., a Republic of the Xxxxxxxx Islands limited liability company (the βBorrowerβ or the βCompanyβ, as applicable), BROOKFIELD TK LOAN 2 L.P. (βLenderβ), each other person from time to time party hereto as a lender (each, a βLenderβ and collectively the βLendersβ) and BROOKFIELD TK LOAN 2 L.P., a Bermuda limited partnership as administrative agent for the Lenders (in such capacity, the βAdministrative Agentβ). The Borrower, the Administrative Agent and the Lenders have agreed to enter into this Agreement to provide for, among other things, an extension of credit in the form of Commitments (as defined below) from the Lenders to the Borrower in an aggregate principal amount of up to USD 70,000,000. The parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: βAdjusted LIBOR Rateβ means the London interbank offered rate for eurodollar deposits for a period equal to the applicable interest period appearing on the Reuters Screen LIBOR01 Page or such other screen as may be determined at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such interest period, adjusted for statutory reserve requirements for eurocurrency liabilities. At no time shall the Adjusted LIBOR Rate be less than 0.00%. βAdministrative Agentβ has the meaning assigned to such term in the introductory paragraph of this Agreement. βAffiliateβ means, with respect to a specified Person, another Person that directly or indirectly Controls or is Controlled by or is under common Control with the Person specified and, for certainty, in the case of Brookfield includes any Controlled Investment Affiliate. βAgreementβ means this Credit Agreement, as modified, amended or restated from time to time. βAgreement Currencyβ has the meaning assigned to such term in Section 9.15(b). βAltera Groupβ means Altera Infrastructure L.P. and its Subsidiaries, other than the Group. βAnnual Financial Statementsβ means the audited unconsolidated and consolidated annual financial statements of the Borrower for any financial year, prepared in accordance with IFRS, such financial statements to include a profit and loss account, balance sheet, cash flow statement and report of the board of directors. βAnticorruption Lawsβ means the U.S. Foreign Corrupt Practices Act (the βTCPAβ), the UK Bribery Act of 2010, the Brazilian Anti-Corruption Act (Law No. 12,846 of August 1, 2013
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2 ruled by Decree No. 8420, of March 18, 2015) or the Brazilian Improbity Law (Law No. 8,429 of June 2, 1992), the Canadian Corruption of Foreign Public Officials Act (S.C. 1998 c. 34, as amended June 19, 2013), sections 387 - 389 of the Norwegian Criminal Act of May 20, 2005 or sections 276a - 276c of the Norwegian Criminal Act of 22 May 1902 or any other applicable anti- bribery or anti-corruption law under any applicable jurisdictions. βApplicable Creditorβ has the meaning assigned to such term in Section 9.15(b). βApplicable Rateβ means, for any day with respect to any Revolving Loan, the Adjusted LIBOR Rate plus 5.00% per annum. βApproved Fundβ means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) the Lenders, (b) an Affiliate of the Lenders or (c) an entity or an Affiliate of an entity that administers or manages the Lenders. βAssignment and Assumptionβ means an assignment and assumption entered into by the Lenders and an Eligible Assignee, with the consent of any Person whose consent is required by Section 9.04, and accepted by the Lenders, in the form of Exhibit A or any other form approved by the Administrative Agent and the Borrower. βAuthorizationβ means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration. βAvailability Periodβ means the period from and including the Effective Date to but excluding the earlier of (x) the date that is one month prior to the Maturity Date and (y) the date of termination of all of the Commitments. βAvailable Facility Amountβ means, at any time with respect to the Facility and the Revolving Loans made by the Lenders thereunder, the positive difference (if any) between (a) USD 70,000,000.00 and (b) the Revolving Exposure at such time. βBalance Sheet Dateβ has the meaning assigned to such term in Section 3.04. βBoard of Governorsβ means the Board of Governors of the Federal Reserve System of the United States of America. βBorrowerβ has the meaning assigned to such term in the introductory paragraph of this Agreement. βBorrowing Requestβ means a request by the Borrower for a borrowing in accordance with Section 2.03, which shall be, in the case of any such written request, in the form of Exhibit B or any other form approved by the Administrative Agent. βBrookfieldβ means Brookfield Business Partners L.P.
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3 βBusiness Dayβ means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City and Oslo are authorized or required by law to remain closed. βChange of Controlβ means: (i) in relation to Altera Infrastructure L.P.: (A) at a time when all management powers over the business and affairs of Altera Infrastructure L.P. are vested in a general partner: a. (i) Brookfield or any of its Controlled Investment Affiliates (but not including any portfolio companies of any of the foregoing) and (ii) any GP Group of which any of the foregoing are members (so long as, with respect to this clause (iii), those Persons referred to in clauses (i) collectively own, directly or indirectly, a minimum of fifty point one percent (50.1%) of the voting rights in Altera Infrastructure GP L.L.C. held by such GP Group), cease to own, collectively, directly or indirectly, a minimum of fifty point one percent (50.1%) of the voting rights in Altera Infrastructure GP L.L.C.; or b. Altera Infrastructure GP L.L.C. ceases to be the general partner of Altera Infrastructure L.P. (B) at a time when all management powers of the business and affairs of Altera Infrastructure L.P. becomes vested in a board of directors of Altera Infrastructure L.P.: (i) Brookfield or any of its Controlled Investment Affiliates (but not including any portfolio companies of any of the foregoing) and (ii) any GP Group of which any of the foregoing are members (so long as, with respect to this clause (ii), those Persons referred to in clauses (i) collectively own, directly or indirectly, a minimum of fifty point one percent (50.1%) of the voting rights in Altera Infrastructure L.P. held by such GP Group), cease to be the holder, collectively, directly or indirectly, of (A) a minimum of fifty point one per cent (50.1%) of the voting rights to elect the members of that board of directors or (B) of the voting rights to elect a minimum of fifty point one per cent (50.1%) of that board of directors and where for purposes of this definition only:
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4 βGP Groupβ means, two or more Persons who agree to act together, through partnership, limited partnership, syndicate or other group or arrangement, which partnership, limited partnership, syndicate or other group or arrangement acquires, holds, votes or disposes of securities of Altera Infrastructure GP L.L.C. or Altera Infrastructure L.P., as applicable. βControlled Investment Affiliateβ means with respect to Brookfield, any investment fund, co-investment vehicle and/or similar investment vehicle or managed account that (i) is organized by Brookfield. or any person that controls, is controlled by or is under common control with Brookfield for the purpose of making equity or debt investments in one or more companies and (b) is controlled by or is under common control with Brookfield. For the purposes hereof, βcontrolβ, βcontrolledβ or βcontrollingβ shall mean possession of the power to direct or cause the direction of, the management, policies and day-to-day operations of a person, whether by contract or voting of securities; and (ii) in relation to the Borrower, where Altera Infrastructure Partners L.P. ceases to own, directly or indirectly, a minimum of fifty point one per cent (50.1%) of the voting rights in the Borrower; or (iii) any βchange of controlβ or equivalent term as defined under any other funded Financial Indebtedness of the Borrower (or other funded Financial Indebtedness which the Borrower guarantees) occurs, in each case, where such funded Financial Indebtedness has a principal amount in excess of $25,000,000 (or the equivalent thereof in any other currency); in each case, unless the Borrower has requested the prior written consent of the Administrative Agent (acting on the instructions of the Lenders) to a change of control and the Administrative Agent (acting on the instructions of the Lenders) has consented to such request. βCodeβ means the Internal Revenue Code of 1986, as amended. βCommitmentβ means with respect to each Lender, the commitment of such Lender to make Revolving Loans pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of the Available Facility Amount hereunder, as such commitment may be reduced from time to time subject to the terms and conditions contained herein. The amount of each Lenderβs Commitment is set forth on Schedule 2.01(a). The aggregate amount of the Lendersβ Commitment on the Effective Date is USD 70,000,000.
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5 βCompanyβ has the meaning assigned to such term in the introductory paragraph of this Agreement. βCompliance Certificateβ means a Compliance Certificate in the form of Exhibit C or any other form reasonably acceptable to the Administrative Agent and Borrower. βContractβ means any loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement, arrangement or understanding. βControlβ as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms βcontrolling,β βcontrolled byβ and βunder common control withβ have correlative meanings. βControlled Investment Affiliateβ shall mean, with respect to Brookfield, any investment fund, co-investment vehicle and/or similar investment vehicle or managed account that (a) is organized by Brookfield or any Affiliate of Brookfield for the purpose of making equity or debt investments in one or more companies and (b) is controlled by or is under common control with Brookfield. βCure Amountβ has the meaning given to it in Section 5.12. βDefaultβ means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default. βDesignated Personsβ means any Person or entity listed on a Sanctions-related list. βDistributionβ means, with respect to any Person, any (i) payment of dividends or distributions on the Equity Interests of such Person, (ii) repurchase by such Person of such Personβs Equity Interests, (iii) redemption of share capital or other restricted equity with repayment to shareholders, (iv) any other similar distribution or transfers of value to the direct and indirect shareholders of any Group Company or the Affiliates of such direct and indirect shareholders or (v) any payment of interest, principal, fees or other payment in respect of any Shareholder Loan to the extent such payment is made in cash. βdollarsβ or β$β or βUSDβ refers to lawful money of the United States of America. βEffective Dateβ means February 23, 2021. βEligible Assigneeβ means (a) each Lender, (b) an Affiliate of the Lenders, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural Person. βEnvironmental Approvalsβ means any present or future permit, license, approval, ruling, variance, exemption or other authorization required under the applicable Environmental Laws.
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6 βEnvironmental Claimβ means any and all enforcement, clean-up, removal, administrative, governmental, regulatory or judicial actions, orders or demands pursuant to any Environmental Laws or Environmental Approvals. βEnvironmental Lawsβ means any present and future laws, regulations, treaties and conventions of any applicable jurisdiction which: (a) have as a purpose or effect the protection of, and/or prevention of harm or damage to, the environment; (b) relate to the carriage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material; (c) provide remedies or compensation for harm or damage to the environment; or (d) relate to Environmentally Sensitive Materials or health or safety matters. βEnvironmentally Sensitive Materialβ means (i) oil and oil products and (ii) any other waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the environment or a nuisance to any person or that may make the enjoyment, ownership or other territorial control of any affected land, property or waters more costly for such person to a material degree. βEquity Interestsβ means shares of capital stock (including any preferred stock), partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest (other than, prior to the date of such conversion, any Financial Indebtedness that is convertible into any such Equity Interests). βEvents of Defaultβ has the meaning set forth in Article VII. βExcluded Taxesβ means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by such Recipientβs net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed by a jurisdiction (i) as a result of such Recipient being organized under the laws of or having its principal office or, in the case of any Lender, its applicable lending office located in, such jurisdiction or (ii) as a result of any other present or former connection between such Recipient and such jurisdiction (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document and/or sold or assigned an interest in any Loan Document) and (b) any Taxes attributable to any Lenderβs failure to comply with Section 2.15(e). βFacilityβ shall mean the commitment utilized in making Revolving Loans hereunder, it being understood that, as of the Effective Date there is one Facility (i.e. the Commitment established and any extension of credit on the Effective Date) and thereafter, the term βFacilityβ may include any other extensions of credit hereunder. βFinancial Covenantsβ has the meaning set forth in Section 5.12(a). βFinancial Indebtednessβ means any Indebtedness for or in respect of, without double counting:
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7 (b) moneys borrowed (and debit balances at banks or other financial institutions); (c) any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; (d) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (e) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease (meaning that the lease is capitalized as an asset and booked as a corresponding liability in the balance sheet); (f) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under IFRS are met); (g) any derivative transaction entered into and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount shall be taken into account); (h) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition; (i) any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Borrower) before the Maturity Date or are otherwise classified as borrowings under IFRS; (j) any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply; (k) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition but which is classified as borrowings under IFRS, excluding any amount raised by the issue of redeemable shares unless redeemable (other than at the option of the issuer) before the Maturity Date and classified as borrowings under IFRS; and (l) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in clauses (a) to (j) above. βFinancial Officerβ means, with respect to any Person, the chief financial officer, president, principal accounting officer, treasurer, assistant treasurer, controller or directors of such Person.
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8 βFinancial Reportsβ means the Annual Financial Statements and the Interim Accounts. βFinancial Supportβ means any loans, guarantees, Security or other financial assistance (whether actual or contingent). βForeign Lenderβ means a Lender that is not a U.S. Person. βFree Liquidityβ means cash, cash equivalents and marketable securities of maturities less than six (6) months to which members of the Group shall have free, immediate and direct access each as reflected in the Borrower's most recent quarterly management accounts forming part of the Borrower's accounts. βGovernmental Authorityβ means the government of the United States of America, any other nation or any political subdivision thereof, whether state, local, county, provincial or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank). βGroupβ means the Borrower and its Subsidiaries from time to time. βGroup Companyβ means any person which is a member of the Group. βHazardous Materialsβ means any chemical, material, substance or waste that is prohibited, limited or regulated by or pursuant to any applicable Environmental Law, including, without limitation, any petroleum products or byproducts and all other hydrocarbons, coal ash, radon gas, asbestos-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and all other ozone-depleting substances or mold. βIFRSβ means International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto, as in effect from time to time. βIndemnified Taxesβ means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), all Other Taxes. βIndemniteeβ has the meaning set forth in Section 9.03(b). βInsolventβ means that a Person: (a) is unable or admits its inability to pay its debts as they fall due; (b) suspends making payments on any of its debts generally; or (c) is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its center of main interest as
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9 such term is understood pursuant to Council Regulation (EC) no. 1346/2000 on insolvency proceedings (as amended); or (d) has an involuntary proceeding commenced or an involuntary petition filed seeking (i) liquidation, reorganization or other relief in respect of such Person or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) has a receiver, trustee, custodian, sequestrator, conservator or similar official appointed for a substantial part of such Personβs assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or (e) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in clause (d) above, (iii) applies for or consents to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) files an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) makes a general assignment for the benefit of creditors, or the board of directors (or similar governing body) of such Person (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the actions referred to above in this clause (e) or clause (d) above. βInterest Payment Dateβ means with respect to any Revolving Loan, (i) the last Business Day of the Interest Period applicable to the borrowing of which such Revolving Loan is a part and (ii) the Maturity Date. βInterest Periodβ means the period commencing on the date of any borrowing of Revolving Loans hereunder and ending on the last day in the calendar month that is one, two, three or six months (or, to the extent agreed to by the Administrative Agent, a shorter period than one month) thereafter, as the Borrower may elect in consultation with the Administrative Agent; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) in respect of any borrowing of Revolving Loans, the Borrower may elect to have the first Interest Period in respect of such borrowing end on the last Business Day of the calendar month of such borrowing. For purposes hereof the date of a borrowing initially shall be the date on which such borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such borrowing. βInterim Accountsβ means the unaudited unconsolidated and consolidated quarterly financial statements of the Borrower for the quarterly period ending on each Quarter Date, prepared in accordance with IFRS, such financial statements to include a profit and loss account, balance sheet, cash flow statement and management report.
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10 βIRSβ means the United States Internal Revenue Service. βJudgment Currencyβ has the meaning assigned to such term in Section 9.15(b). βLenderβ has the meaning set forth in the introductory paragraph hereto. βLiabilitiesβ means, collectively, all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due. βLoan Documentsβ means this Agreement and any certificates, documents or notices that shall be executed and delivered by Borrower in connection with this Agreement. βMaterial Adverse Effectβ means any circumstance, development, effect, change, event, occurrence or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (1) the business, results of operations, assets, Liabilities, financial condition or prospects of the Borrower and its Subsidiaries taken as a whole; provided, however, that none of the following, and no effect, change, event or occurrence arising out of or resulting from, the following, shall constitute or be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred or may occur: any effect, change, event or occurrence that results from or arises in connection with (A) changes in or conditions generally affecting the industry in which the Borrower and its Subsidiaries operate, (B) general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions in any jurisdiction, (C) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war (whether or not declared), sabotage, terrorism or man- made disaster, or any escalation or worsening of any of the foregoing, (D) natural disaster or (E) any change in applicable law or IFRS (or authoritative interpretation thereof), including accounting and financial reporting pronouncements by the SEC and the Financial Accounting Standards Board; (F) any failure of the Borrower or any of its Subsidiaries to meet any external or published budgets, projections or forecasts of financial performance for any period; provided that the exceptions in (F) shall not prevent or otherwise affect a determination that any circumstance, development, effect, change, event, occurrence or state of facts underlying such failure, decline or change (if not otherwise falling within any of the exclusions pursuant to the other clauses of the definition) has resulted in, or contributed to a Material Adverse Effect, (G) the taking of any specific action expressly required by this Agreement or taken with the Lendersβ written consent or (H) the announcement or pendency (but, for the avoidance of doubt, not the consummation) of the Transactions, provided that the exceptions in clauses (A), (B), (C) and (D) above shall not apply to the extent such circumstance, development, effect, change, event, occurrence or state of facts has a materially disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other participants in the industry in which the Borrower and its Subsidiaries operate, (2) the ability of the Borrower to perform and comply with its obligations under any of the Loan Documents or (3) the validity or enforceability of any of the Loan Documents. βMaturity Dateβ means February 17, 2022. βNet Debtβ means Total Debt less Free Liquidity.
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11 βNet Debt to Total Capitalization Ratioβ means the ratio of Net Debt to Total Capitalization. βNet Proceedsβ means, with respect to any event, (a) the cash (which term, for purposes of this definition, shall include cash equivalents) proceeds (including, in the case of any casualty, condemnation or similar proceeding, insurance, condemnation or similar proceeds) actually received in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all actual fees and out-of-pocket expenses paid in connection with such event by Borrower and the Subsidiaries to Persons that are not Affiliates of Borrower or any Subsidiary, (ii) the principal amount of any Financial Indebtedness that is secured by Security on the asset that is the subject of such event that is required to be repaid in connection therewith, together with any applicable premium, penalty, interest and breakage costs, (iii) the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to minority interests and not available for distribution to or for the account of the Borrower or its Subsidiaries, (iv) any funded escrow established pursuant to the documents evidencing any such event to secure any indemnification obligations or adjustments to the purchase price associated with any such event and (v) the amount of all taxes incurred and required to be paid (or reasonably estimated to be payable) by the Borrower and the Subsidiaries, and the amount of any reserves established by the Borrower and the Subsidiaries in accordance with IFRS to fund purchase price adjustment, indemnification and similar contingent liabilities (other than any earnout obligations) reasonably estimated to be payable that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by Borrower). βObligationsβ means (a) the due and punctual payment by the Borrower of (i) the principal of and interest at the applicable rate or rates provided in this Agreement (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Revolving Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (ii) all other monetary obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (b) the due and punctual payment and performance of all other obligations of the Borrower under or pursuant to each of the Loan Documents. βOrganizational Documentsβ means, with respect to any Person, the charter, articles or certificate of organization or incorporation and by-laws or other organizational or governing documents of such Person (including any limited liability company or operating agreement). βOther Taxesβ means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes that arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, excluding any such Taxes imposed with respect to an assignment by a
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12 Lender if such Tax is imposed as a result of a present or former connection between the assigner or assignee and the jurisdiction imposing such Tax (other than connections arising from such having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, and/or sold or assigned an interest in any Loan Document). βPatriot Actβ means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub.L. No. 107-56 (Signed into law October 26, 2001)). βPermitted Distributionβ means any Distribution by: (a) a Group Company, if such Distribution is made to another Group Company; (b) the Borrower, if, at any relevant time, the Borrower would be in compliance with the Financial Covenants but without having to include any Cure Amount at the time of making the relevant calculation; provided that the Borrower shall not pay any dividends or make any other Distributions to its shareholders whilst an Event of Default has occurred and is continuing, unremedied and unwaived; and (c) a Group Company consisting of in-kind distributions, Equity Interests splits or other fractional Equity Interest distributions. βPermitted Financial Indebtednessβ means any Financial Indebtedness arising or incurred: (a) pursuant to the Loan Documents; (b) under the ShuttleCo Financing Documents; (c) pursuant to any Shareholder Loans; (d) without duplication of clause (b) above, under any Secured Debt; (e) under any hedging of interest rates or currency fluctuations in the ordinary course of business and on a non-speculative basis; (f) any Financial Indebtedness constituting Permitted Financial Support or Permitted Security; (g) under any pension or tax liabilities in the ordinary course of business; (h) under any intra group loan between Group Companies; (i) by the Borrower, which is unsecured and not guaranteed by any Group Company and which matures no earlier than 6 months after the Maturity Date;
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13 (j) by any Group Company in the form of operating or capital leases for the financing or refinancing of vessels in the ordinary course of business; or (k) not permitted by the preceding paragraphs and the outstanding principal amount of which does not exceed an aggregate amount of USD 100,000,000 (or the equivalent in other currencies) at any time. βPermitted Financial Supportβ means any guarantee, loan or other financial support: (a) granted under or with respect to Permitted Financial Indebtedness described in paragraphs (d), (e), (h) and (j) of that definition; (b) constituting Permitted Financial Indebtedness or Permitted Security; (c) granted through the endorsement of negotiable instruments in the ordinary course of trade; (d) by way of any Financial Indebtedness or loan made or credit extended by any Group Company to its customers in the ordinary course of trading; (e) arising under a trade credit or guarantee issued in respect of a liability incurred by another Group Company in the ordinary course of business; (f) for any rental obligations in respect of any real property leased by a Group Company in the ordinary course of business and on normal commercial terms; or (g) not otherwise permitted above which does not exceed $50,000,000 (or the equivalent in other currencies). βPermitted Holdersβ means Brookfield and its Affiliates and institutional partners from time to time. βPermitted Securityβ means: (a) any Security, including cash collateral to secure obligations under the Loan Documents; (b) any Security arising by operation of law and in the ordinary course of trading, provided that if such Security has arisen as a result of any default or omission by any member of the Group it shall not subsist for a period of more than 30 calendar days; (c) any cash pooling, netting or set-off arrangement entered into by any Group Company in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of Group Companies;
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14 (d) any Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect (including capital or finance leases) in respect of assets or goods supplied to a Group Company in the ordinary course of business and not arising as a result of a default or omission by any Group Company that is continuing for a period of more than 30 calendar days; (e) any right of set-off arising under contracts entered into by Group Companies in the ordinary course of their day-to-day business; (f) any Security arising over any bank accounts or custody accounts or other clearing banking facilities held with any bank or financial institution under the standard terms and conditions of such bank or financial institution; (g) payments into court or any Security arising under any court order or injunction or as security for costs arising in connection with any litigation or court proceedings being contested by any Group Company in good faith (which do not otherwise constitute or give rise to an Event of Default); (h) any Security securing Financial Indebtedness which constitutes Permitted Financial Indebtedness under paragraphs (d), (e) and (j); of that definition; and (i) not permitted by the preceding paragraphs which does not secure an aggregate amount in excess of USD 25,000,000 (or the equivalent in other currencies) at any time. βPersonβ means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. βPrepayment Eventβ means: (a) the incurrence by Borrower or any Subsidiary of any Financial Indebtedness, other than any Financial Indebtedness permitted to be incurred by Section 6.01; or (b) with respect to any drawn amounts under a Revolving Loan, the occurrence of any event referred to in Section 2.06 (i). βQuarter Dateβ means each 31 March, 30 June, 30 September and 31 December in each year. βRecipientβ means any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document. βRelated Partiesβ means, with respect to any specified Person, such Personβs Affiliates and the directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and of such Personβs Affiliates.
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15 βResponsible Officerβ of any Person means any executive officer or Financial Officer of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement. βRevolving Loansβ means the loans made by the Lenders to the Borrower pursuant to this Agreement. βRevolving Exposureβ shall mean, at any time the aggregate principal amount of the Revolving Loans then outstanding. βSanctioned Countryβ means, at any time, a country or territory which is the subject or target of any Sanctions. βSanctioned Personβ means, at any time, (a) any Person listed in any Sanctions-related list of Designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person. βSanctionsβ means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majestyβs Treasury of the United Kingdom. βSecured Debtβ means any Financial Indebtedness incurred by any Group Company and which is secured by Security over one or more vessels owned by any Group Company. βSecurities Actβ means the United States Securities Act of 1933. βSecurityβ means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. βShareholder Loanβ means any shareholder loan granted or to be granted to the Borrower, including a subordination statement to ensure that (i) such loan is fully subordinated to the Revolving Loans, and (ii) any repayment of principal, or payment of interest under, any such loan is subject to all present and future obligations and liabilities under this Agreement and any other Loan Document having been discharged in full, provided in each case that any payment under Shareholder Loans is permitted to the extent qualifying as a Permitted Distribution. βShuttleCo Credit Agreementβ means the $450,000,000 Secured Revolving Credit Facility Agreement, dated as of May 23, 2019, by and among Altera Shuttle Tankers L.L.C., (formerly Teekay Shuttle Tankers L.L.C.), the Lenders party thereto, Nordea Bank Abp, filial i Norge, as agent for the Lenders, and certain other parties thereto, as amended or otherwise modified from time to time.
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16 βShuttleCo Financing Documentsβ means, collectively, the (i) ShuttleCo Credit Agreement, (ii). ShuttleCo Term Loan Credit Agreement, (iii) ShuttleCo Green Bonds and (iv) the ShuttleCo Senior Unsecured Bonds. βShuttleCo Green Bondsβ means those 7,125% Senior Unsecured Green $200,000,000 Bonds due 2024 dated as of October 16, 2019, by and among Altera Shuttle Tankers L.L.C., (formerly Teekay Shuttle Tankers L.L.C.), the holders party thereto, Nordic Trustee ASA, as Bond Trustee, and certain other parties thereto, as amended or otherwise modified from time to time. βShuttleCo Senior Unsecured Bondsβ means those 7,125% Senior Unsecured $250,000,000 Bonds due 2022 dated as of August 9, 2017, by and among Altera Shuttle Tankers L.L.C., (formerly Teekay Shuttle Tankers L.L.C.), the holders party thereto, Nordic Trustee ASA, as Bond Trustee, and certain other parties thereto, as amended or otherwise modified from time to time. βShuttleCo Term Loan Credit Agreementβ means the $413,750,000 Secured Term Loan Credit Facility Agreement, dated as of April 2, 2019, by and among Altera Shuttle Tankers L.L.C., (formerly Teekay Shuttle Tankers L.L.C.), the Lenders party thereto, ABN AMRO Capital USA LLC, as agent for the Lenders, and certain other parties thereto, as amended or otherwise modified from time to time. βsubsidiaryβ means, with respect to any Person at any date, any other Person which is controlled, directly or indirectly, by the first-mentioned Person; or more than 50% the voting issued Equity Interests of which are beneficially owned, directly or indirectly, by the first- mentioned Person, company or corporation; and, for these, purposes, a company or corporation shall be treated as being controlled by another Person, company or corporation if that other company or corporation is able to direct its management and/or to control the composition of its board of directors or equivalent body. βSubsidiaryβ means any direct or indirect subsidiary of the Borrower. βTax and Claims Registerβ means the tax and legal claims register for the fiscal quarter of the Borrower ending December 31, 2020, as delivered to the Administrative Agent on February 22, 2021. βTaxesβ means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. βTotal Capitalizationβ means the aggregate of (a) Total Debt and (b) the amount of equity and preferred equity, each in accordance with IFRS, as shown on the consolidated balance sheet of the Borrower from time to time. βTotal Debtβ means the aggregate of: (a) the amount calculated in accordance with IFRS shown as each of "long term debt", "short term debt" and "current portion of long term debt" on the latest consolidated balance sheet of the Borrower; and
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29 (b) The Administrative Agent shall have received a copy of (i) each Organizational Document of the Borrower certified, to the extent applicable, as of a recent date by the applicable Governmental Authority, (ii) signature and, to the extent such concept exists, incumbency certificates of the Responsible Officers of the Borrower executing the Loan Documents to which it is a party, (iii) resolutions of the board of directors and/or similar governing bodies of the Borrower approving and authorizing the execution, delivery and performance of Loan Documents to which it is a party, certified as of the Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment, in the form of Exhibit E. (c) The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except such representations and warranties that by their terms are qualified by materiality or a Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of the Effective Date (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date). (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an officer of the Borrower familiar with the Borrowerβs finances, confirming compliance with the conditions set forth in clauses (c) and (i) of this Section 4.01 in the form of Exhibit F. (e) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by an officer of the Borrower familiar with the Borrowerβs finances, as to the solvency of Borrower and the Subsidiaries on a consolidated basis after giving effect to the Transactions, in the form of Exhibit D. (f) On or prior to the Effective Date, the Borrower shall have obtained all governmental Authorizations and all consents of other Persons in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired. (g) Since December 31, 2020, no event, circumstance or change shall have occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect. (h) On the Effective Date, Administrative Agent shall have received evidence that the Borrower has appointed an agent in New York City for the purpose of service of process in New York City and such agent shall agree in writing to give Administrative Agent notice of any resignation of such service agent or other termination of the agency relationship.
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36 described), or (iv) any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described); provided, however, that the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above exceeds a total of $25,000,000 (or the equivalent thereof in any other currency). (e) Insolvency and Insolvency Proceedings. That any Group Company: (i) is Insolvent; or (ii) is object of any corporate action or any legal proceedings is taken in relation to: (A) the suspension of payments, a moratorium of any indebtedness, winding- up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or (B) otherwise) other than a solvent liquidation or reorganization; or (C) a composition, compromise, assignment or arrangement with any creditor which may materially impair the Borrowerβs ability to perform its obligations under this Agreement; or (D) the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets; or (E) enforcement of any Security over any of its or their assets having an aggregate value exceeding $25,000,000 (or the equivalent thereof in any other currency); or (F) for clauses (A) - (D) above, any analogous procedure or step is taken in any jurisdiction in respect of any such company; however this shall not apply to any petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement. (f) Creditorβs Process. Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Group Company having an aggregate value exceeding $25,000,000 (or the equivalent thereof in any other currency) and is not discharged within 20 Business Days;
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37 (g) Unlawfulness. It is or becomes unlawful for the Borrower to perform or comply with any of its obligations under the Loan Documents to the extent this may materially impair: (i) the ability of the Borrower to perform its obligations under this Agreement; or (ii) the ability of the Administrative Agent to exercise any material right or power vested to it under the Loan Documents. (h) Execution or Distress. (i) The Borrower fails to comply with or pay any sum due from it (within 30 days of such amount falling due) under any final judgment or any final order made or given by any court or other official body of a competent jurisdiction equal to or greater than $25,000,000 (or the equivalent thereof in any other currency) in the aggregate, being a judgment or order against which there is no right of appeal or if a right of appeal exists, where the time limit for making such appeal has expired; or (ii) Any execution or distress is levied against, or an encumbrancer takes possession of, the whole or any part of, the property, undertaking or assets of Borrower equal to or greater than $25,000,000 (or the equivalent thereof in any other currency) in the aggregate, other than any execution or distress which is being contested in good faith and which is either discharged within 30 days or in respect of which adequate security has been provided within 30 days to the relevant court or other authority to enable the relevant execution or distress to be lifted or released; then, and in every such event (other than an event with respect to Borrower described in clause (e) of this Article), and solely in the express determination of the Lenders, at any time thereafter during the continuance of such event, the Lenders may, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of Borrower hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in the case of any event with respect to Borrower described in clause (e) of this Article, the Commitments shall automatically terminate and the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower hereunder, shall immediately and automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law. The Lenders shall apply the proceeds of any collection of money or property pursuant to this Article VII as follows:
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38 FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Lenders in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Lenders hereunder or under any other Loan Document on behalf of the Borrower and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document and all reasonable and documented fees payable to the Lenders pursuant to any Loan Document; SECOND, to payment of that portion of the Obligations constituting reasonable and documented fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable and documented attorneysβ fees and disbursements and amounts payable under Section 2.13 and 2.15 hereunder); THIRD, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Loans to the Lenders payable to it; FOURTH, to payment of all other Obligations then owing to the Lenders; and FIFTH, to the Borrower, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Lenders shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. ARTICLE VIII THE ADMINISTRATIVE AGENT On and after the Effective Date, each Lender hereby irrevocably designates and appoints Brookfield TK Loan 2 L.P. as the Administrative Agent of such Lender under this Agreement and the other Loan Documents and irrevocably authorizes Brookfield TK Loan 2 L.P., in its capacity as Administrative Agent, to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Each Person serving as an Administrative Agent hereunder may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Administrative Agent hereunder and without any duty to account therefor to the Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents, and the Administrative Agentβs duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (and it is understood and agreed that the use of the term βagentβ herein or in any other Loan Documents (or any other similar term) with reference to the
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39 Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties), (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents, provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any Subsidiary or any other Affiliate thereof that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it, or in the absence of its own bad faith, gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment). The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a βnotice of defaultβ) is given to the Administrative Agent by Borrower, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) [reserved] or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. In determining compliance with any condition hereunder to the making of a Revolving Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Revolving Loan. The Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall
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40 not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more subagents appointed by the Administrative Agent. The Administrative Agent and any such subagent may perform any and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the bad faith, negligence or misconduct of any other agent or any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with bad faith, gross negligence or willful misconduct in the selection of such sub-agents. Each Lender acknowledges that it has, independently and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Any Lender, by delivering its signature page to this Agreement and funding its Revolving Loans, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, such Lender. In case of the pendency of any proceeding with respect to the Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Revolving Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Administrative Agent (including any claim under Sections 2.10, 2.11, 2.13, 2.15 and 9.03) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and (c) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by the Administrative Agent to make
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49 the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Company agrees, notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower under this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder. [Signature pages follow]
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Signature Page to Credit Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. ALTERA SHUTTLE TANKERS L.L.C. By: Name: Xxxx Xxxxxxxx Title: President
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Signature Page to Credit Agreement BROOKFIELD TK LOAN 2 LP, as Lender, By: BROOKFIELD CAPITAL PARTNERS (BERMUDA) LTD. its general partner By: Name: Title: Xxxxx Xxxx Director
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Schedule 2.01(a) Commitments Lender Commitment Percentage Brookfield TK Loan 2 L.P. $70,000,000 100.0% TOTAL: $70,000,000 100%
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EXHIBIT A FORM OF ASSIGNMENT AND ASSUMPTION Reference is made to the Credit Agreement dated as of February 23, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the βCredit Agreementβ), among ALTERA SHUTTLE TANKERS L.L.C., a limited liability company formed and existing under the laws of the Republic of the Xxxxxxxx Islands (the βBorrowerβ), BROOKFIELD TK LOAN 2 L.P., as a lender (the βLenderβ) and BROOKFIELD TK LOAN 2 L.P.], as administrative agent for the Lenders (the βAdministrative Agentβ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 1. The Assignor hereby sells and assigns, without recourse, to the Assignee (identified below), and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below (the βEffective Dateβ), the interests set forth below (the βAssigned Interestβ) in the Assignorβs rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the amounts and percentages set forth below of (i) the Commitments of the Assignor on the Effective Date set forth below and (ii) the Revolving Loans owing to the Assignor which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Exhibit A hereto. From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Assumption, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Assumption, relinquish its rights and be released from its obligations under the Credit Agreement. 2. Pursuant to Section 9.04(b) of the Credit Agreement, this Assignment and Assumption is being delivered to the applicable Lender together with, if required by Section 9.04(b)(i)(B) of the Credit Agreement, a processing and recordation fee of $3,500. 3. This Assignment and Assumption shall be construed in accordance with and governed by the laws of the State of New York, without regard to any principle of conflicts of law that could require the application of any other law. Date of Assignment: Legal Name of Assignor (βAssignorβ): Legal Name of Assignee (βAssigneeβ): Assigneeβs Address for Notices: Effective Date of Assignment:
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Facility/Commitment Principal Amount Assigned Percentage Assigned of Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the Aggregate Commitments of all Lenders thereunder) Revolving Loans/ Commitments [Remainder of page intentionally left blank]
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The terms set forth above are hereby agreed to: ___________________________, as Assignor by: Name: Title: ___________________________, as Assignor by: Name: Title: [Acknowledged]1 by: ___________________________, as Lender by: Name: Title: ___________________________, as Lender by: Name: Title: 1 Brookfield may assign its interest in the Revolving Facility or any portion thereof to an Affiliate without consent of the Borrower or other Lender.
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EXHIBIT A REPRESENTATIONS AND WARRANTIES Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. By executing and delivering this Assignment and Assumption, the assigning Lender hereunder and the Assignee hereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: 1. Such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim and that its applicable Commitment, and the outstanding balances of its Revolving Loans, in each case without giving effect to assignments hereof which have not become effective, are as set forth in such Assignment and Assumption. 2. Except as set forth in (1) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by the Borrower or any Subsidiary of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. 3. The Assignee represents and warrants that it is legally authorized to enter into such Assignment and Assumption. 4. The Assignee confirms that it has received a copy of the Credit Agreement together with copies of the most recent financial reports referred to in Section 5.01 of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption. 5. The Assignee will independently and without reliance upon such assigning Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement. 6. The Assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.
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EXHIBIT B FORM OF BORROWING REQUEST Date:2 ____________, To: Brookfield TK LOAN 2 L.P., as Administrative Agent under that certain Credit Agreement dated as of February 23, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the βCredit Agreementβ), among Altera Shuttle Tankers L.L.C., a limited liability company formed and existing under the laws of the Republic of the Xxxxxxxx Islands (the βBorrowerβ), Brookfield TK LOAN 2 L.P. as lender (the βLenderβ), each other person from time to time party hereto as a lender (each, a Lender and collectively the βLendersβ) and Brookfield TK LOAN 2 L.P., as administrative agent for the Lender (the βAdministrative Agentβ). Ladies and Gentlemen: Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you, pursuant to Section 2.03 of the Credit Agreement, of the borrowing specified below: 1. The aggregate amount of the proposed borrowing is: $._________. 2. The Business Day of the proposed borrowing is:___________________. 3. The Interest Period for the requested Revolving Loan is: [[1] [2] [3] [6] months LIBOR or through [_]3. 4. The location and number of the account to which the proceeds of such borrowing are to be disbursed is.__________________. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed borrowing, before and after giving effect thereto and to the application of the proceeds thereof: (A) The representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and (B) The conditions set forth in Article IV of the Credit Agreement have been satisfied as of the date hereof 2 The Borrower must notify the Administrative Agent by telephone or in writing not later than 12:00 noon, New York City time, at least three Business Days prior to the date of such borrowing (or such shorter period of time as may be agreed by the Administrative Agent). Each telephonic Borrowing Request will be irrevocable and must be confirmed promptly by hand delivery or electronic means of this form to the Administrative Agent. 3 Insert the last business day of the calendar month of borrowing.
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58 (signature page follows)
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This Borrowing Request is issued pursuant to and is subject to the Credit Agreement, executed as of the date first written above. ALTERA SHUTTLE TANKERS L.L.C. By: Name: Title:
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EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Date:__________ To: Brookfield TK LOAN 2 L.P., as Administrative Agent under that certain Credit Agreement dated as of February 23, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the βCredit Agreementβ), among Altera Shuttle Tankers L.L.C., a limited liability company formed and existing under the laws of the Republic of the Xxxxxxxx Islands (the βBorrowerβ), Brookfield TK LOAN 2 L.P. as lender (the βLenderβ), each other person from time to time party hereto as a lender (each, a Lender and collectively the βLendersβ) and Brookfield TK LOAN 2 L.P., as administrative agent for the Lender (the βAdministrative Agentβ). Dear Sirs, We refer to the Credit Agreement under which a Compliance Certificate shall be issued. Pursuant to Section 5.01 (Financial Reports) of the Credit Agreement, a Compliance Certificate shall be issued in connection with each delivery of Financial Reports to the Administrative Agent. This letter constitutes the Compliance Certificate for the period [β]. Capitalized terms used herein will have the same meaning as in the Credit Agreement. With reference to Section 5.01 (Financial Reports) we hereby certify that all information delivered under cover of this Compliance Certificate is true and accurate and there has been no material adverse change to the financial condition of the Borrower since the date of the last accounts or the last Compliance Certificate submitted to you. Copies of our latest consolidated [Annual Financial Statements] / [Interim Accounts] are enclosed. The Financial Covenants set out in Section 5.12 (Financial Covenants and Covenant Cure) are met, please see the calculations and figures in respect of the ratios attached hereto. We confirm that, to the best of our knowledge, no Event of Default has occurred or is likely to occur.
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Yours faithfully, Altera Shuttle Tankers L.L.C. By:_________________________________________ Name: Title: Enclosure: Annual Financial Statements / Interim Accounts; [and any other written documentation]
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EXHIBIT D FORM OF SOLVENCY CERTIFICATE [__________], 20[_] This Solvency Certificate is delivered pursuant to Section 4.02(d) of the Credit Agreement dated as of February 23, 2021 (the βCredit Agreementβ), among Altera Shuttle Tankers L.L.C., a limited liability company formed and existing under the laws of the Republic of the Xxxxxxxx Islands (the βBorrowerβ), Brookfield TK LOAN 2 L.P., as lender (the βLenderβ), each other person from time to time party hereto as a lender (each, a Lender and collectively the βLendersβ) and Brookfield TK LOAN 2 L.P., as administrative agent for the Lender (the βAdministrative Agentβ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned hereby certifies, solely in his capacity as [insert officer title] of Altera Shuttle Tankers L.L.C. and not in his individual capacity, as follows: 1. I am the [insert officer title] of Altera Shuttle Tankers L.L.C. I am familiar with the Transactions and the finances of the Borrower, and have reviewed the Credit Agreement, financial reports referred to in Section 5.01 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate. 2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Borrower and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Borrower and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Borrower and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Borrower and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date. 3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Borrower does not intend to, and the Borrower does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary.
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This Solvency Certificate is being delivered by the undersigned Responsible Officer only in his capacity as [insert officer title] of the Borrower and not individually and the undersigned shall have no personal liability to the Lenders with respect thereto. (signature page follows)
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EXHIBIT E FORM OF SECRETARYβS CERTIFICATE [__________], 20[__] The undersigned Responsible Officer of Altera Shuttle Tankers L.L.C. (the βCompanyβ), hereby certifies as an officer of the Company and not in an individual capacity, in connection with that certain Credit Agreement, dated as of February 23, 2021 (the βCredit Agreementβ), by and among the Company, a limited liability company formed and existing under the laws of the Republic of the Xxxxxxxx Islands (the βBorrowerβ), Brookfield TK Loan 2 L.P. as a lender (the βLenderβ) and Brookfield TK Loan 2 L.P., as administrative agent for the Lender (the βAdministrative Agentβ), that as of the date hereof 1. Attached hereto as Exhibit A is a true and correct copy of the certificate of formation or other equivalent organizational document, as applicable, of the Company (the βCertificateβ), as in effect on the date hereof, certified by the Secretary of State (or other equivalent Governmental Authority) of the Companyβs jurisdiction of organization as of a recent date, together with all amendments thereto adopted through the date hereof The Certificate remains in full force and effect as of the date hereof and has not been amended, modified or repealed, and no proceedings are pending for the amendment, modification or rescission thereof and no other document relating to or affecting such Certificate have been filed in the office of the Secretary of State (or other equivalent Governmental Authority) of the Companyβs jurisdiction of organization since such certification date. 2. Attached hereto as Exhibit B is a true and correct copy of the agreement of limited liability company or other equivalent governing document, as applicable, of the Company (the βCorporate Governance Documentsβ), together with any amendments thereto adopted through the date hereof. The Corporate Governance Documents remain in full force and effect as of the date hereof and have not been amended, modified or repealed, and no proceedings for the amendment, modification or rescission thereof are contemplated or pending. 3. Attached hereto as Exhibit C is a true and correct copy of the resolutions duly adopted by the board of directors of Altera Shuttle Tankers L.L.C. (the βAuthorizing Authorityβ), as of the date set forth therein, relating to the Companyβs execution, delivery and performance of the Credit Agreement, the Loan Documents to which the Company is a party and the transactions and documents required or contemplated by the Credit Agreement and such resolutions (i) have not been modified, rescinded or amended, (ii) are in full force and effect in the form adopted by such Authorizing Authority and attached hereto, and (iii) constitute the only resolutions adopted by the Authorizing Authority directly related to such matters. 4. Attached hereto as Exhibit D are true, correct and complete copies of the certificates of good standing (or equivalent organizational document, as applicable) from the Companyβs jurisdiction of organization certifying as to the Companyβs good standing as of a recent date, which certificates have not been modified or rescinded, and are in full force and effect as of the certificate dates thereof 5. Attached hereto as Exhibit E are the names and the true signatures of the acting officers of the Company, as applicable, duly appointed or elected, and qualified and said officers
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are authorized by the Authorizing Authority to execute and deliver on behalf of the Company, the Loan Documents to which the Company is a party, and any other documents delivered in connection therewith on behalf of the Company and the signature of such officer where set forth hereon is the true and genuine signature of such officer. 6. There is no proceeding pending for the dissolution or liquidation of the Company. All capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement. This certificate is provided by the undersigned in his/her capacity as an officer of the Company and not in his/her individual capacity. [The remainder of this page is intentionally left blank.]
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Exhibit A Charter (please see attached)
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Exhibit B Governing Agreement (please see attached)
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Exhibit C Resolutions (please see attached)
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Exhibit D Certificate of Good Standing (please see attached)
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Exhibit E Incumbency (please see attached)
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Officers of Altera Shuttle Tankers L.L.C. Name Title Signature Xxxxx Xxxx Xxxxxxxx Xxxxxxx Xxxxx Delday President Secretary
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EXHIBIT F FORM OF EFFECTIVE DATE CERTIFICATE Dated as of [__________], 20[__] Reference is made to the Credit Agreement dated as of February 23, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the βCredit Agreementβ), among Altera Shuttle Tankers L.L.C., a limited liability company formed and existing under the laws of the Republic of the Xxxxxxxx Islands (the βBorrowerβ), Brookfield TK LOAN 2 L.P., as lender (the βLenderβ), each other person from time to time party hereto as a lender (each, a Lender and collectively the βLendersβ) and Brookfield TK LOAN 2 L.P., as administrative agent for the Lender (the βAdministrative Agentβ). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned [insert officer title] of the Borrower certifies to the Administrative Agent that: (1) pursuant to Section 4.02(i) of the Credit Agreement, as of the date hereof, no event has occurred or is continuing or will result from the consummation of the Credit Agreement that would constitute an Event of Default or a Default; and (2) pursuant to Section 4.02(b) of the Credit Agreement, the representations and warranties contained therein (except such representations and warranties that by their terms are qualified by materiality or a Material Adverse Effect, which shall be true and correct in all respects) and in the other Loan Documents are true and correct in all respects on the date hereof (or to the extent such representations and warranties specifically relate to an earlier date, on and as of such earlier date). [Signature Page Follows]