Dear Sirs Loan Agreement dated 28 August 2009 (as amended by a letter dated 22 December 2009, the “Loan Agreement”) made between (i) yourselves as Borrower, (ii) ourselves as Lender, (iii) ourselves as Agent and Account Bank, (iv) ourselves as...
Exhibit 10.2
| To: | XXXXXXX VENTURES S.A. 00 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx |
| From: | DNB NOR BANK ASA 00 Xx Xxxxxxx’x Xxxx Xxxxxx XX0X 0XX Xxxxxxx |
24 September 2010
Dear Sirs
Loan Agreement dated 28 August 2009 (as amended by a letter dated 22 December 2009, the “Loan
Agreement”) made between (i) yourselves as Borrower, (ii) ourselves as Lender, (iii) ourselves as
Agent and Account Bank, (iv) ourselves as Security Trustee and (v) ourselves as Swap Bank in
respect of a loan facility of up to USD66,500,000.
We refer to the Loan Agreement. Words and expressions defined in the Loan Agreement and the other
Security Documents shall have the same meanings when used in this Letter unless the context
otherwise requires.
We write in reference to your request to agree to amend certain terms of the Loan Agreement, and
this letter sets out the terms and conditions on which we agree thereto.
The Banks hereby agree to the amendments to the Loan Agreement set out below.
With effect on and from the date of this Letter the Loan Agreement shall be, and shall be deemed by
this Letter to be, amended as follows:
| (a) | by deleting from Clause 1.2 thereof the definition of “Group” and replacing it with: | |
| ““Group” means the Corporate Guarantor and its subsidiaries including any subsidiary which is listed on any public stock exchange in respect of whose obligations to any person the Corporate Guarantor has given a guarantee, unless such guarantee is in respect of trade and operating obligations in the normal course of business only, in which case such subsidiary shall not be a Group Member and not including any subsidiary listed on any public stock exchange in respect of which the Corporate Guarantee has not issued any guarantee;”; | ||
| (b) | by deleting from Clause 1.2 thereof the definitions of “SEC Group” and “SEC Group Member” and replacing all references throughout the Loan Agreement and the Corporate Guarantee to (i) “SEC Group” with “Group” and (ii) “SEC Group Member” with “Group Member”; | |
| (c) | by replacing the word “Borrower” in the definition of “Compliance Certificate” in clause 1.2 with the words “Corporate Guarantor”; | |
| (d) | by adding in the definition of ““Total Assets” and “Total Liabilities”” in Clause 1.2 after the words “Clause 8.2.2” the words “(but taking into account any charter in respect of which Charter Insurances are in place)”; | |
| (e) | by adding (i) in the definition of “Total Loss” in Clause 1.2 after the words “thirty (30)” and (ii) in Clause 10.1.20 after the words “fifteen (15)” the words “(or, in the case of seizure of the Vessel by pirates, ninety (90))”; |
| (f) | by deleting in Clause 4.3.1(e) the words “thirty (30) days, upon the expiry of the period of thirty (30) days” and replacing them with the words “thirty (30) (or, in the case of an act of piracy, ninety (90)) days, upon the expiry of the period of thirty (30) or, as the case may be, ninety (90) days”; | |
| (f) | by construing references throughout to “this Agreement”, “hereunder” and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Letter. |
A person who is not a party to this Letter has no right under the Contracts (Rights of Third
Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Letter.
This Letter and any non-contractual obligations arising out of or in connection with it shall be
governed by and construed in accordance with English law.
The provisions of Clauses 18 and 19 (Governing Law and Jurisdiction) of the Loan Agreement, as
amended and supplemented by this Letter, shall apply to this Letter as if they were expressly
incorporated in this Letter with any necessary modifications.
Yours faithfully
/s/ XXXXX XXXXX |
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XXXXX XXXXX |
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attorney-in-fact of |
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DNB NOR BANK ASA |
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as Lender, Agent, Account Bank, |
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Security Trustee and Swap Bank |
Agreed and accepted this 24th day of September 2010
/s/ XXXX XXXXXXX |
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XXXX XXXXXXX |
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the duly authorised attorney-in-fact of |
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XXXXXXX VENTURES S.A. |
We as of 24 September 2010 hereby confirm and acknowledge that we have read and
understood the terms and conditions of the above letter and agree in all respects to the
same and confirm that the Security Documents to which we are a party shall remain in full
force and effect and shall continue to stand as security for the obligations of the
Borrowers under the Loan Agreement (as amended by the letter) and shall, without
limitation, secure the Loan.
/s/ XXXXXXXX XXXXXXX |
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XXXXXXXX XXXXXXX
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For and on behalf of |
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