Exhibit 10.3
AMENDMENT NO. 1 TO FACILITY AGREEMENT
for a
U.S.$275,000,000 Facility
to
STENA INTERNATIONAL B.V.
provided by
JPMORGAN CHASE BANK
(FORMERLY THE CHASE MANHATTAN BANK)
NORDEA BANK SVERIGE AB (PUBL)
(FORMERLY NORDBANKEN AB (PUBL))
SVENSKA HANDELSBANKEN AB (PUBL)
HSBC BANK PLC
LANDESBANK SCHLESWIG-HOLSTEIN GIROZENTRALE
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
DEN NORSKE BANK ASA
SCOTIABANK EUROPE PLC
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
ABN AMRO BANK N.V.
NEDSHIP BANK (NORDIC)
arranged by
X. X. XXXXXX PLC
NORDEA BANK SVERIGE AB (PUBL)
SVENSKA HANDELSBANKEN AB (PUBL)
Agent
SVENSKA HANDELSBANKEN AB (PUBL)
Security Agent
SVENSKA HANDELSBANKEN AB (PUBL)
Documentation Agents
NORDEA BANK SVERIGE AB (PUBL)
SVENSKA HANDELSBANKEN AB (PUBL)
guaranteed by
STENA AB (PUBL.)
(FORMERLY STENA AB)
Xxxxxxxxxx Xxxxxxx
London
Ref: JEF/JMC/00-00-00000
CONTENTS
CLAUSE CONTENTS PAGE
------ -------- ----
1 Definitions and Construction.......................1
2 Amendments to the Facility Agreement...............1
3 No Other Amendments................................2
4 Costs and Expenses.................................2
5 Counterparts.......................................2
6 Governing Law and Jurisdiction.....................2
THIS AGREEMENT is dated November 2002 and is made BETWEEN:-
(1) STENA INTERNATIONAL B.V. as Borrower;
(2) X. X. XXXXXX PLC, NORDEA BANK SVERIGE AB (PUBL) (formerly Nordbanken AB
(publ)) and SVENSKA HANDELSBANKEN AB (PUBL) as Co-Arrangers (for whom
Nordea Bank Sverige AB (publ) and Svenska Handelsbanken AB (publ) act as
Documentation Agents);
(3) the banks and financial institutions whose names and addresses are set out
in Schedule 1 as Banks;
(4) SVENSKA HANDELSBANKEN AB (PUBL) as Agent;
(5) SVENSKA HANDELSBANKEN AB (PUBL) as Security Agent; and
(6) STENA AB (PUBL.) (formerly Stena AB) as guarantor,
and amends the $275,000,000 multipurpose corporate facility agreement dated 25
September 2001 made between the parties hereto (the "Facility Agreement").
WHEREAS:-
The Banks have agreed to vary the terms of the Facility Agreement as requested
by the Borrower in the manner set out below.
NOW IT IS AGREED as follows:-
1 DEFINITIONS AND CONSTRUCTION
1.1 In this Agreement including its recitals (unless the context otherwise
requires) any terms and expressions not defined herein but whose
meanings are defined in the Facility Agreement shall have the meanings
set out therein.
1.2 The provisions of Clauses 1.5 and 1.6 of the Facility Agreement shall
extend and apply hereto as if the same were (mutatis mutandis) herein
expressly set forth.
2 AMENDMENTS TO THE FACILITY AGREEMENT
2.1 From and after the date hereof the Facility Agreement shall be read
and construed as if:-
2.1.1 references therein to "this Agreement", "hereunder", "herein",
"hereof" and all like terms were references to the Facility
Agreement as amended, varied and supplemented by this Agreement;
2.1.2 Clause 5.3(E)(i) had been substituted with the following:-
"SUBSTITUTE SECURITY
Without prejudice to the Borrower's obligation to make any
payment due under Clause 5.3(D) the Commitments shall be
suspended for a period of up to twelve (12) months from the
relevant Disposal Reduction Date in an amount equal to the
relevant Disposal Reduction Amount or, if
the Borrower so elects in writing to the Agent within ten (10)
Banking Days of such Disposal Reduction Date, in such higher
amount as it may specify. The Borrower shall on any one or more
dates during such twelve (12) month period provide the Security
Agent with substitute security in accordance with the provisions
of this Clause such that, upon the Agent giving notice to the
Borrower and the Banks that such security has been duly granted,
the suspended amount of the Commitments (adjusted, if
appropriate, in accordance with the provisions of this paragraph)
shall cease to be suspended by an amount equal to two-thirds
(2/3rds) of the value of such substitute security or such lesser
amount as the Borrower requests, but so that the Commitments may
not at any time exceed the amount of the Commitments as they
would have stood but for the suspension of part thereof and
taking into account reductions and cancellations by virtue of the
other provisions of this Agreement.
For the purpose of this paragraph (i) the Disposal Reduction
Amount (or, if relevant, such higher amount by which the
Commitments are suspended as elected by the Borrower) shall be
reduced during the period of the suspension in proportion to the
reduction of the Commitments (including the suspended portions)
which takes effect by virtue of any reduction or partial
cancellation in respect of the Commitments which takes effect
during the period of the suspension by virtue of the other
provisions of this Agreement."
3 NO OTHER AMENDMENTS
3.1 Save as expressly amended hereby, all other terms and conditions of
the Facility Agreement shall remain unaltered in full force and
effect.
4 COSTS AND EXPENSES
4.1 The Borrower and Stena AB jointly and severally undertake to indemnify
the Agent on demand in respect of all costs, charges and expenses
including, without limitation, legal fees (together with value added
tax or any similar tax thereon) incurred by the Agent, the Security
Agent or any of the Banks in connection with the negotiation,
preparation, printing and execution of this Agreement.
5 COUNTERPARTS
5.1 This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and, when executed, all such
counterparts taken together shall be deemed to constitute one and the
same instrument.
6 GOVERNING LAW AND JURISDICTION
6.1 This Agreement shall be governed by and construed in accordance with
English law.
6.2 The provisions of Clause 23.2 of the Facility Agreement shall extend
and apply hereto as if the same were (mutatis mutandis) herein
expressly set forth.
IN WITNESS whereof the parties to this Agreement have caused this Agreement to
be duly executed as a Deed on the date first above written.
2
THE BORROWER
------------
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxx Xxxxxxx )
attorney-in-fact for and on behalf of )
STENA INTERNATIONAL B.V. )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
THE AGENT AND SECURITY AGENT
----------------------------
SIGNED AND DELIVERED AS A DEED by )
/s/ Sten - Xxxx Xxxxxx )
attorney-in-fact for and on behalf of )
SVENSKA HANDELSBANKEN AB (PUBL) )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
THE BANKS AND CO-ARRANGERS
--------------------------
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
for and on behalf of )
JPMORGAN CHASE BANK )
by its authorised signatory )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
NORDEA BANK SVERIGE AB (PUBL) )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Sten - Xxxx Xxxxxx )
attorney-in-fact for and on behalf of )
SVENSKA HANDELSBANKEN AB (PUBL) )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
3
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
for and on behalf of )
X.X. XXXXXX PLC )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Simon Deefholts )
for and on behalf of )
HSBC BANK PLC )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
LANDESBANK SCHLESWIG-HOLSTEIN )
GIROZENTRALE )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
THE GOVERNOR AND COMPANY OF )
THE BANK OF SCOTLAND )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
DEN NORSKE BANK ASA )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxx Xxxxxxx )
for and on behalf of )
SCOTIABANK EUROPE PLC )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
4
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
SKANDINAVISKA ENSKILDA )
XXXXXX XX (PUBL) )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
ABN AMRO BANK N.V. )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxxxx Xxxx Xxxxxxx Allcoat )
attorney-in-fact for and on behalf of )
NEDSHIP BANK (NORDIC) )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
STENA AB
--------
SIGNED AND DELIVERED AS A DEED by )
/s/ Xxxxxx Xxxxxxxx )
attorney-in-fact for and on behalf of )
STENA AB (PUBL.) )
in the presence of:- /s/ Xxxxxxxx Xxxxxx )
Trainee Solicitor )
Xxxxxxxxxx Xxxxxxx )
One, St. Xxxx Churchyard )
Xxxxxx XX0X 0XX )
5
SCHEDULE 1
The Banks
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NAME ADDRESS AND FAX NUMBER
-------------------------------------------------------------------------------
JPMorgan Chase Bank (formerly 125 London Wall
Xxx Xxxxx Xxxxxxxxx Xxxx) Xxxxxx XX0X 0XX
England
-------------------------------------------------------------------------------
Svenska Handelsbanken AB (publ) Xxxxx Xxxxxxxxx 00
XX-000 00 Xxxxxxxx
Xxxxxx
-------------------------------------------------------------------------------
Nordea Bank Sverige AB (publ) (formerly Xxxxx Xxxxxxxxx 00
Nordbanken AB (publ)) XX-000 00 Xxxxxxxx
Xxxxxx
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HSBC Bank plc Transport Industries
Corporate & Industrial Banking
0xx Xxxxx, 00-00 Xxxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
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Landesbank Xxxxxxxxx-Xxxxxxxx Xxxxxxxxxxx 0
Xxxxxxxxxxxx X-00000 Xxxx
Xxxxxxx
Fax: 00 000 000 0000
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The Governor and Company of the Bank 2nd Floor, New Uberior House
of Scotland 00 Xxxx Xxxx Xxxxxx
Xxxxxxxxx XX0 0XX
Xxxxxxxx
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Den norske Bank ASA Xxxxxxxx 00
X-0000 Xxxx
Xxxxxx
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Scotiabank Europe plc Scotia House
00 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx
Fax: 00 00 0000 0000
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Skandinaviska Enskilda Xxxxxx XX (publ) Xxxxx Xxxxxxxxx 00
X-000 00 Xxxxxxxx
Xxxxxx
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6
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NAME ADDRESS AND FAX NUMBER
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BN AMRO Bank N.V. X.X. Xxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Fax: 00 00 000 0000
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Nedship Bank (Nordic) X.X. Xxx 000,
0000 Xxxxxx
Xxxxxx
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7
