COMMITTED TERM SHEET
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COMMITTED
TERM SHEET
This Committed
Term Sheet does not of
itself
constitute a legally binding facility
agreement but
details
the financing which we are prepared to provide and contains
an
outline of certain terms and conditions which will, inter alia, be embodied
in the Facility Documentation,
which we mutually agree to negotiate in good faith and use reasonable commercial
efforts to conclude.
USD
415,000,000 Term Loan Facility
Facility
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Secured
Term Loan Facility
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Borrower(s)
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Nine
single purpose companies, registered in Hong Kong, each to own a
Vessel.
Such companies to be wholly owned by Energy Infrastructure Merger
Corporation (“EIMC”).
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Guarantor(s)
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EIMC
(the “Guarantor”) to issue an unconditional and irrevocable on demand
Guarantee for the obligations towards the Lenders.
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Seller
|
Vanship
Holdings Ltd (“Vanship”), the present owner of the Borrowers, future
Seller of the Borrowers to EIMC and future holder of a minimum of
25% of
EIMC shares.
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Optional
Structure
|
This
termsheet summarises the Primary Structure which is the expected
structure
for the Facility. EIMC and or Seller to have the option if required
for
legal, accounting or regulatory purposes to nominate EIMC as the
Borrower
and the nine spcs as upstream Guarantors (“OPTIONAL STRUCTURE”) subject to
the confirmation by legal counsel to the underwriters that terms
and
security are equivalent to the Primary Structure. Such option shall
expire
14 days after the signing of this Committed Termsheet.
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Mandated
Lead Arrangers and Bookrunners
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DVB
Merchant Bank (Asia) Ltd (“DVB”), Fortis Bank S.A./N.V. (“Fortis”), and
NIBC Bank Ltd. (“NIBC”).
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Underwriters
|
DVB,
Fortis, and NIBC will each underwrite one third of Loan A. DVB will
in
addition fully underwrite Loan B.
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Agent
Security
Trustee
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DVB.
DVB.
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Lenders
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The
Mandated Lead Arrangers and a group of other lenders acceptable to
the
Guarantor (such acceptance not to be unreasonably withheld).
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Vessels
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- Vessel
A: Xxxxxx Xxxxxxxx, a 1993 built, 306,474 dwt VLCC,
- Vessel
B: Shinyo Navigator, a 1996 built, 300,549 dwt VLCC,
- Vessel
C: C. Dream, a 2000 built, 298,570 dwt VLCC,
- Vessel
D Xxxxxx Xxxxxxx, a 2001 built, 287,175 dwt VLCC
- Vessel
E: Shinyo Ocean, a 2001 built, 281,395 dwt VLCC
- Vessel
F: Shinyo Jubilee, a 1988 built, 250,192 dwt VLCC,
- Vessel
G: Shinyo Mariner, a 1991 built, 271,208 dwt VLCC,
- Vessel
H: Shinyo Alliance, a 1991 built, 248,034 dwt VLCC,
- Vessel
I: Xxxxxx Xxxxxx, a 1995 built, 275,616 dwt VLCC,
(each
a “Vessel” and together the “Vessels”)
Vessels
A to E to be collectively referred to as the “Double Hull Vessels” and
Vessels F to I to be collectively referred to as the “Single Hull
Vessels”
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
1
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Purpose
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To
provide the Borrowers with refinancing of the Vessels and additional
working capital.
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Commitment
Date
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The
date on which the Borrowers sign a committed offer from the Mandated
Lead
Arrangers.
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Facility
Amount
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A
Maximum Amount of USD 415,000,000 divided into two loans, “Loan A” and
“Loan B”. These two loans to be further sub-divided into 9 Vessel tranches
(each a “Tranche”, together the “Tranches”) each relating to a Borrower
SPC and a Vessel, each Borrower, jointly and severally liable within
each
Loan, as per Appendix 1.
Loan
A Amount
The
amount of Loan A will be the aggregate of the loan Tranches for each
of
the five double hull VLCCs, whereby the loan Tranche in respect of
each
double hull VLCC will be the lower of (a) the Maximum Loan A Amount
at
time of drawdown listed in Appendix A to the Commitment Letter and
(b) 70%
of the Fair Market Charter Free Value ("FMV") at time of
drawdown.
Loan
B Amount
The
amount of Loan B will be the aggregate of the loan Tranches for each
of
the four single hull VLCCs, whereby the loan Tranche in respect of
each
single hull VLCC will be the lower of (a) the Maximum Loan B Amount
at
time of drawdown listed in Appendix B to the Commitment Letter and
(b) 60%
of the Fair Market Charter Free Value ("FMV") at time of
drawdown.
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Swap
|
Loan
A: The
Borrowers shall be required, within three months of final Drawdown,
to
enter into an interest rate swap for a minimum period of 5 years
and for
at least 50% of the Loan A Amount, such swap to be provided on a
competitive basis by one of the Underwriters. The Borrowers will
give the
right to compete for the swap to all Underwriters. The Borrowers
will give
each Underwriter the right to match the best offer received and if
such
offer is matched to execute a pro rata portion of the swap.
Loan
B: DVB
as Loan B underwriter will have first right of refusal on any interest
rate hedging for Loan B.
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Mandatory
Employment
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The
Vessels shall be employed on charter agreements (the “Charter Agreements”)
with terms and conditions, including Maturity and minimum hire acceptable
to the Underwriters. The existing Charter Agreements of Shinyo Jubilee,
Shinyo Mariner, Shinyo Alliance, Xxxxxx Xxxxxx, Shinyo Splendor,
Shinyo
Navigator, C. Dream, Xxxxxx Xxxxxxx and Shinyo Ocean are acceptable
to the
Underwriters.
Charter
Agreements are as follows (All rates mentioned are on a per day basis
and
after netting off charter commissions):
- Shinyo
Splendor TC to Sinochem until 31.05.2014 at USD 38,019.
- Shinyo
Navigator TC to DOSCO until 18.12.2016 at USD 42,705
- C.
Dream TC to Xxxxx at USD 28,322 until 31.03.2009 and thereafter TC
to SK
Shipping at USD 29,250 until 31.03.2016
- Xxxxxx
Xxxxxxx TC to Dosco at USD 38,025 until 31.03.2017
- Shinyo
Ocean TC to Formosa at 38,400 until 30.04.2017
- Shinyo
Jubilee CVC to S Oil until 30.9.09 at WS 77.8
- Shinyo
Mariner TC to DOSCO until 30.6.10 at USD 31,980
- Shinyo
Alliance TC to Formosa until 30.10.2010 at USD 29,700
- Xxxxxx
Xxxxxx TC to DOSCO until 30.11.11 at USD
38,111
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
2
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Drawdown
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The
Facility is to be drawn in up to one amount per Tranche by June
30th
2008 (the "Drawdown Date").
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Availability
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Subject
to fulfilment of all Conditions Precedent, the Facility will be available
for one drawing per Tranche during the period beginning on the date
of
signing of the Facility Agreement and ending on 30th
June 2008 or such later date as is mutually agreed between the Borrower
and the Lenders (the "Availability Date").
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One
Month Extension Option
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The
Borrowers have the option to extend the Availability and Drawdown
dates by
up to one month to July 31st,
2008 (the "One Month Extension Option").
In
the event that the Availability and Drawdown dates are
extended:
· the
relevant Tranche amount available for drawdown will be reduced by
one
third of the first instalment (as set out in Appendices A and
B);
· the
Borrowers will commence repayments on September 30th,
2008 by paying the remaining two thirds of the first instalment for
the
respective loan.
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Final
Maturity Date
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Loan
A:
according to the repayment schedule of each Tranche in Appendix A
and no
later than the earlier of June 30th, 2017 and 9 years after drawdown
of
each Tranche.
Loan
B:
according to the repayment schedule of each Tranche in Appendix B
and no
later than December 31st
2010.
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
3
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Repayment
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Quarterly,
commencing on the last business day of the calendar month beginning
3
months from the Drawdown of each Tranche, as set out in the repayment
schedule in Appendices A and B or if a Borrower has exercised the
One
Month Extension, on the last business day of the calendar month beginning
2 months from the Drawdown Date of the relevant Tranche it being
noted
that the first payment period must be a maximum of 3 months or 2
months,
as the case may be, and may be a shorter period to ensure it falls
on the
last business day of the relevant calendar month.
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Prepayments
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Voluntary
Permitted
without penalty in multiples of USD 500,000 with 5 business-days
prior
written notice. Amounts received will be applied against the Facility
in
inverse order of maturity and pro rata between the Loans and
Tranches.
Mandatory
In
event of sale or total loss of a Vessel the relevant Tranche to be
repaid
in full and any remaining funds to be applied first to the other
Tranches
under the relevant Loan on a pro rata basis and in inverse order
of
maturity and then to the other Loan on a pro rata basis and in inverse
order of maturity.
In
the event of cancellation of any existing Charter Agreement prior
to the
scheduled expiry date the relevant Tranche shall be repaid in full
unless
the Borrower can provide a substitute charter of equivalent quality
and
charter terms, within 60 days after charter expiry. The new charter
and
the terms and conditions under the new charter agreement to be acceptable
to the Agent, such acceptance not to be unreasonably withheld.
Any
swap or other funding breakage costs to be for the account of the
Borrowers.
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Interest
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The
rate of interest will be the London Interbank Offered Rate (LIBOR)
plus
the applicable Margin. Interest periods to be 3, 6 or 12 months at
the
option of the Borrowers, or such other period mutually agreed between
the
Borrowers and the Agent.
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Margin
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Loan A | |
Loan
A Outstanding / Aggregate FMV of Double Hull Vessels
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Applicable
Margin
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i)
Below 50%
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1.00%
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ii)
Between 50% and 65%
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1.15%
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iii)
Above 65%
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1.30%
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Loan
B
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Loan
B Outstanding / Aggregate FMV of Single Hull Vessels
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Applicable
Margin
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i)
Below 50%
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1.75%
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ii)
Between 50% and 70%
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2.25%
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iii)
Above 70%
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2.75%
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Commitment
Fee
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0.25%
p.a., on the undrawn portion of the maximum committed Facility Amount
and
due from signing of the Facility Agreement. The commitment fee shall
be
payable on Drawdown of the relevant Tranche with the final commitment
fee
due on the later of the Drawdown of the final Tranche and the Availability
Date.
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
4
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(P)repayments
not to be redrawn
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Any
amount that is repaid or prepaid under the facility is not available
for
redrawing after it has been repaid or prepaid.
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Borrowers’
Walk Away Option
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By
signing this Committed Term Sheet, the Borrowers confirm their commitment
to enter into the Facility Documentation and drawdown the Loans,
subject
to the completion of the sale of those Borrowers and/or Vessels from
Vanship to Energy Infrastructure Acquisition Corp (“EIAC”) or EIMC (as the
case may be) (the “Acquisition”). The Borrowers and Vanship have the
option to walk away from their commitment at any time between accepting
such commitment and the closing of the Acquisition, in order to take
financing from another bank or financial institution, on payment
to the
Underwriters in proportion to their respective underwriting commitments
of
an amount equivalent to 0.25% of the maximum Facility Amount. Such
fee is
not payable in the event that the Lenders breach the terms of this
commitment.
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Security
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The
facility to be secured by, inter alia, the following securities in
a form
and substance acceptable to the Lenders, to the extent legally permitted:
Loan
A
1) First
priority cross-collateralised mortgages over the Double Hull Vessels.
2) First
priority cross-collateralised assignment by the Borrowers of the
earnings
of the Double Hull Vessels in a form acceptable to the Agent.
3) First
priority cross-collateralised assignment of all charters in excess
of 12
months (the “Charters”) related to the Double Hull Vessel
4) First
priority cross-collateralised assignment of all insurances related
to the
Double Hull Vessels.
5) First
priority cross-collateralised pledge of the earnings accounts (the
Earnings Accounts”) relating to the Double Hull Vessels.
6) An
unconditional and irrevocable on demand Guarantee from the Guarantor.
7) Option
to take first priority share pledge over the shares of the Borrowers
under
Loan A.
The
Swaps entered into in connection with Loan A to be secured pari-passu
with
Loan A, and cross-defaulted to the Facility.
Loan
B
1) First
priority cross-collateralised mortgages over the Single Hull Vessels.
2) First
priority cross-collateralised assignment by the Borrowers of the
earnings
of the Single Hull Vessels in a form acceptable to the Agent.
3) First
priority cross-collateralised assignment of all Charters related
to the
Single Hull Vessels.
4) First
priority cross-collateralised assignment of all insurances related
to the
Single Hull Vessels.
5) First
priority cross-collateralised pledge of the Earnings Accounts relating
to
the Single Hull Vessels.
6) Option
to take cross-collateralised first priority share pledge over the
shares
of the Borrowers under Loan B
7) An
unconditional and irrevocable on demand Guarantee from the Guarantor.
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
5
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8) Second
priority cross-collateralised mortgages over the Double Hull Vessels.
9) Second
priority cross-collateralised assignment by the Borrowers of the
earnings
of the Double Hull Vessels in a form acceptable to the Agent.
10) Second
priority cross-collateralised assignment of all Charters related
to Double
Hull Vessels.
11) Second
priority cross-collateralised assignment of all insurances related
to the
Double Hull Vessels.
12) Second
priority cross-collateralised pledge of the Earnings Accounts relating
to
the Double Hull Vessels.
13) Option
to take cross-collateralised second priority share pledge over the
shares
of the Borrowers under Loan A.
Any
Swaps entered into in connection with Loan B to be secured pari-passu
with
Loan B, and cross-defaulted to the
Facility.
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Earnings
and Retention Accounts
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In
respect of each Vessel, earnings to be paid into an Earnings Account
opened by the corresponding Borrower with a bank acceptable to the
Lenders
(the “Account Bank”).
Each
Borrower to maintain a retention account (each a “Retention Account”) with
the Agent to have paid into it on a monthly basis 1/3rd
of
the next repayment instalment due and a fraction (corresponding to
the
number of months in the current interest period) of the next interest
payment in respect of each Tranche.
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Cashflow
Payment Cascade
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Cash
in any Borrower’s Earnings Account shall be distributed as
follows:
a) First
to cover any costs incurred by the Lenders and fees due;
b) Second
to fund the Retention account in respect of that Borrower;
c) Third
to maintain the Minimum Cash Reserve;
d) Fourth
to cover any Retention, Value Maintenance or cash shortfall under
the
respective Loan;
e) Fifth
to pay any amounts due under a Swap on the relevant Loan;
f) Sixth
pay operating expenses in respect of that Vessel; and
g) Surplus
funds, if any, shall be distributed to the Borrower’s order subject to no
Event of Default and compliance with all Covenants on the
Facility.
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Conditions
Precedent
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Usual
and customary for a Facility of this type, to include
a) the
acquisition of the Vessel-owning SPCs by EIMC under a sale and purchase
agreement on terms acceptable to the Lenders and its merger with
EIAC,
EIMC being the surviving entity,
b) At
option of Lenders, satisfactory inspection reports of the Vessels
from
surveyors appointed by Xxxxxxx; and
c) completion
of KYC identification procedures as required by the Lenders.
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Financial
Covenants
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From
the Drawdown and until the Final Maturity Date, the Borrowers and
Guarantor to comply with the following financial covenants at any
time;
Borrowers:
Minimum
Cash Reserve of USD 625,000 per Borrower to be held with the Agent
or its
agreed Account Bank in the Earnings Account. Short term variations
to be
allowed to meet contingencies subject to compliance with Consolidated
Cash
Covenant on Guarantor.
The
Borrowers to provide estimates for the anticipated cost of each schedule
dry-docking no later than twelve months in advance of the scheduled
dry-docking date. By the end of each subsequent Quarter, 25% of such
estimated amount to be retained, prior to declaration of any dividends,
as
an amount in the Earnings Account in addition to the Minimum Cash
Reserve.
The Borrowers shall have the rights to amend the estimates for the
dry-docking and will provide any updated estimates to the Lenders
on a
timely basis. In the event that the estimates, as amended, differ
from the
preceding estimates, the Borrowers will adjust the rate of retention
in
each Quarter such that the total of the amounts retained in the Earnings
Account for payment of scheduled dry-docking will represent 25%,
50%, 75%
and 100% of such estimate, as amended, at the end of each of the
first,
second, third and fourth quarters, respectively, prior to the scheduled
dry-docking date.
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
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Guarantor:
Based
on the Guarantor’s consolidated financial statements:
1. Minimum
available cash of USD15,000,000 comprising a) amounts in Borrower’s
Earnings Accounts excluding amounts retained for scheduled dry-dockings,
b) free cash at holding level and c) undrawn working capital
facilities.
2. Minimum
Value Adjusted Net Worth of USD100,000,000
3. Maximum
Value Adjusted Leverage of 75%
4. Minimum
interest coverage (EBITDA/Interest Expense) of 2.25:1.
Value
Adjusted Net Worth and Value Adjusted Leverage to be calculated by
adjusting book values of the Vessels by the premium or discount to
FMV.
The
Financial Covenants to be tested on an annual basis on audited
consolidated accounts and semi annual basis on the basis of consolidated
management accounts.
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Value
Maintenance
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In
respect of each Loan and its relevant Vessels, the FMV of the Vessels
shall at all times be a minimum of 125% (the “Value Maintenance
Percentage”) of the outstanding relevant Loan Amount, on an aggregate
basis.
Additionally,
for those Vessels whose remaining term of employment under the then
current Charter Agreement is less than 12 months, the Value Maintenance
Percentage will increase to 140% of the outstanding Tranche in respect
of
Double Hull vessels and 160% of the outstanding Tranche in respect
of
Single hull vessels.
Any
FMV shortfalls may be offset with surplus FMVs on other Tranches
within
the same Loan. The FMV to be established by taking the simple average
of
valuations obtained from two reputable brokers appointed from the
list of
agreed brokers by the Agent, and at the expense of the
Borrowers.
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Guarantor’s
Undertaking
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The
Guarantor shall issue an irrevocable and unconditional undertaking
in
favour of the Lenders as follows:
- No
material change of any shareholders agreement related to the
Borrowers.
- Any
shareholders loan to be unsecured and be subordinated to the
Facility.
- No
change of control over the Borrowers.
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Insurance
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The
insurance requirements in relation to the Vessels will be subject
to an
initial review (prior signing of the security documents) followed
by
annual review by the Lenders of the insurance arrangements. At all
times
the interests of the Borrowers shall be assigned to the Agent as
security
for the Facility and Swaps.
a) Hull
& machinery, marine and war risks including blocking and trapping to
cover 120% of the relevant Tranche;
b) P
& I Cover to be provided by an International Group Club, including
freight, demurrage and defence cover;
c) MII
insurance and as relevant, MIAP for no less than 110% of the Tranche
outstanding.
All
insurance to be placed with insurers and through brokers of international
reputation and to be acceptable to the agent, such acceptance not
to be
unreasonably withheld.
Xxxxxxx’
interests to be noted with Agent as loss payee. Insurers to waive
rights
of subrogation against the Lenders, and to defer rights of subrogation
against the Borrowers and other security parties until full repayment
of
the Loan, interest, fees and all other outstanding liabilities owed
to the
Lenders and the other creditor parties under the loan and security
documents.
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
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Affirmative
Covenants
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Usual
and customary for a syndicated transaction of this type, including
but not
limited to:
a) Flag:
Vessels to be registered in jurisdiction acceptable to the Lenders
(assumed to be Hong Kong).
b) Financial
Statements: Provision of annual audited financial statements of the
Guarantor within 180 days of the end of each fiscal period and semi-annual
accounts within 120 days.
c) Other
Information: The Borrowers and Guarantor shall from time to time
provide
such information as the Agent may reasonably request.
d) Cross
Default: Cross default to all other obligations in respect to the
Borrowers, the Guarantor, or any of their Principal
Subsidiaries.
e) The
Guarantor to ensure that there is sufficient cash to cover any scheduled
dry-docking costs minimum 30 days before such scheduled dry-docking
takes
place - sufficient cash to be defined as the minimum cash reserve
plus the
budgeted cost to cover such scheduled dry-docking.
f) Management:
Vanship shall have nominated three directors to the Board of EIMC
one of
which to also be the Chairman and shall have nominated all executive
officers of EIMC including the Chief Executive Officer. All such
nominations to have been appointed by the Board of EIMC. EIMC to
have
entered into a Management Agreement with Vanship or an affiliate
thereof
(the "Manager") for the commercial, technical, administrative and
strategic management of EIMC.
g) Technical
Management: The Manager to sub-contract technical management to Univan
or
such other ship management company approved by the Lenders.
h) Borrowers,
Manager and Vessels to comply with, inter alia, ISM and ISPS Code
requirements.
i) Lenders
to have the right to appoint a surveyor to inspect up to two Vessels
at
the expense of the Borrowers once a year (unless an event of default
or
major casualty has occurred, in which case the number of inspections
shall
not be limited).
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Negative
Covenants
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Usual
and customary for a syndicated transaction of this type, including
but not
limited to:
a) Borrowers
not to create or suffer to exist any liens on the Vessels other than
liens
incurred in the normal course of business;
b) Borrowers
and EIMC not to incur any additional indebtedness without the consent
of
the Lenders.
c) Borrowers
shall not enter into any transactions with any associated companies
or
companies associated with the shareholders other than (i) the Management
Agreement contemplated by the Proxy/Registration statement to be
filed by
EIMC/the Borrowers and (ii) the purchase of vessels at FMV from Vanship
and (iii) as otherwise provided for in this agreement, without the
prior
written consent of the Agent;
d) The
Management and Flag of the Vessels not to be changed without the
prior
written consent of the Agent;
e) No
further mortgages to be registered on the Vessels and no further
security
to be created over any assets of the Borrowers without the prior
written
consent of the Agent;
f) No
change of control of the Guarantor, mergers or divestments without
prior
written consent of the majority Lenders, such consent to be not
unreasonably withheld. Vanship’s shareholders to maintain directly or
indirectly a shareholding in EIMC of at least 25% other than dilution
resulting from the raising of additional equity.
g) In
the event of covenant breach or default, no dividends to be permitted
without the prior consent of the
Lenders.
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EIMC
LOAN FACILITY - COMMITTED TERM SHEET
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STRICTLY
PRIVATE AND CONFIDENTIAL
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Page
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Other
Covenants
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Such
other covenants as are usual and customary for this type of credit
facility, including without limitation;
1. Fulfilment
of all requirements under MARPOL 73/79 and the Condition Assessment
Scheme
(the “CAS”) in respect of single hull tankers. This evidence shall be made
on a yearly basis if the Vessels are older than 15 years.
2. Evidence
that the flag state (or such other flag state acceptable to the Agent)
will allow the employment of the Single Hull Vessels beyond 2010.
Such
evidence to be provided by the Borrowers to the Agent no later than
six
months before passing 31 December 2010.
3. In
the event that 3 or more countries of the following countries: PRC,
South
Korea, Japan, India, Indonesia, Thailand, Singapore and Taiwan enforce
a
phase-out of single-hull oil tankers without exception, Loan B will
be
immediately repayable as of the effectiveness of such phase-out in
the
last of the three countries to enforce such phase-out.
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Events
of Default
|
Those
events of default that are usual and customary for this type of credit
facility, including without limitation; (i) payment default, (ii)
breach
of any covenants or any other default under the Facility Documentation
of
any of the security documents (iii) cross default to other financial
indebtedness with the Borrowers and Guarantor, (iv) bankruptcy, insolvency
etc., (v) change of control or change of beneficial or legal ownership
of
any of the security parties, (vi) material adverse change and (vii)
misrepresentation.
|
Transferability
|
Lenders
shall be entitled to assign and/or transfer any/all rights and obligations
under the Facility envisaged in this committed term sheet to one
or more
third party/parties, without the prior consent of the Borrowers,
provided
that such transferee/transfer is legal for the Borrowers and no additional
costs are incurred for them.
Lenders
shall be entitled to transfer rights and/or obligations under the
Facility
(and to pass on all information relating to the facility/borrowers)
to
affiliated companies and special purpose vehicles.
|
EIMC
LOAN FACILITY - COMMITTED TERM SHEET
|
STRICTLY
PRIVATE AND CONFIDENTIAL
|
Page
9
|
![](https://www.sec.gov/Archives/edgar/data/1350886/000114420408019956/logo.jpg)
Market
Flex
|
The
Borrowers and Guarantor acknowledge that if, in the Mandated Lead
Arrangers’ reasonable opinion, it appears likely that the Underwriters
will be unable to reach their Final Take Amount in relation to the
Facility through the normal syndication process of the Facility,
on the
basis of the agreed structure, terms and pricing set out in this
letter,
the Mandated Lead Arrangers may change any of the pricing, structure
and/or terms of the Facility, if the Mandated Lead Arrangers determines
that changes are advisable in order to ensure a successful syndication
of
the Facility, such terms to be determined after consultation with
Borrowers and Guarantor. The Mandated Lead Arrangers will not amend
either
the total amount of debt or the amortization profile of the facility
in
the first 24 months following the Drawdown Date. The Mandated Lead
Arrangers’ rights under this paragraph shall continue in full force and
effect until the date upon which Syndication is completed. For these
purposes (1) “Syndication” means the successful close of syndication of
the Facility following which each Underwriter has achieved its Final
Take
Amounts in Loan A and (2) “Final Take Amount” means USD 75
million.
|
Information
& Cooperation
|
The
Borrowers and Guarantor will provide the Mandated Lead Arrangers
with all
assistance, information and material necessary to produce an Information
Memorandum (to be warranted by the Borrowers) in support of the
syndication process. The Guarantor shall also make senior management
attendance at the Lenders presentations and will utilise their best
efforts to ensure that the syndication process benefits from its
existing
banking relationships.
The
material provided to the Lenders will also include information relating
to
the business plans, asset valuations, disposals and such other information
as may be reasonably requested by the Mandated Lead Arrangers provided
that no information shall be required to be disclosed to the extent
that
such disclosure should (i) breach any applicable law or any regulations
of
any applicable stock exchange or (ii) is of a commercially sensitive
nature, the public disclosure of which, would be prejudicial to the
interests of the Borrowers, disclosure of which, as contemplated
by this
paragraph, cannot be made without giving rise to a public disclosure
obligation under applicable laws and regulations.
Prior
to the provisions of any information to prospective lenders, such
lenders
will be requested to sign confidentiality agreement in form and substance
acceptable to the Mandated Lead Arrangers.
In
addition, the Borrowers will allow the Mandated Lead Arrangers to
disclose
standard tombstone information on the Facility for publicity purposes
after closing.
|
Facility
Documentation
|
In
terms acceptable to the Lenders and their legal advisers, and to
contain
all provisions commonly included in Eurodollar financings, syndicated
loans and ship finance loans. Facility Documentation to include Swap
ISDA
documentation to cover the Borrowers entering into a swap agreement
with
Lenders. The Borrowers, Guarantor and shareholders to provide customer
identification required by the Agent and/or Lenders in compliance
with the
requirements of local regulators relevant to the Lenders. The governing
law of the facility agreement and the guarantee shall be the laws
of
England or, in the case of the security documents, the appropriate
country.
|
EIMC
LOAN FACILITY - COMMITTED TERM SHEET
|
STRICTLY
PRIVATE AND CONFIDENTIAL
|
Page
10
|
![](https://www.sec.gov/Archives/edgar/data/1350886/000114420408019956/logo.jpg)
Consent
to Disclosure
|
The
Borrowers irrevocably authorise the Lenders to give, divulge and
reveal
from time to time information and details relating to its account,
the
Facility Documentation, the Facility and the documents giving rise
to the
Swap Option to any authorities, the Lenders’ respective head office,
branches and affiliates, any other parties to the Facility Documentation;
and any other person regarding the funding, operational arrangement
or
other transaction in relation thereto, including without limitation,
for
purposes in connection with any enforcement or assignment or transfer
of
any of the Lenders’ rights and obligations.
|
Other
costs
|
All
reasonable documented expenses, including legal expenses, relating
to
drafting, negotiation, syndication, closing, maintenance and enforcement
of the Facility to be paid by the Borrowers regardless of whether
or not a
Facility Agreement is executed by the parties (other than due to
gross
negligence or wilful misconduct by the Lenders).
|
Legal
Counsel
|
To
be agreed
|
Jurisdiction
|
English
Law will apply to the Facility documentation and the parties shall
submit
to the non-exclusive jurisdiction of the English
courts.
|
Timetable
|
This
Committed Termsheet is valid for acceptance until 11.2.08. Documentation
to be signed by 30.4.08
|
/s/
Xxxxxxx Xxx
/s/
Xxxxxxx Xxxxx-Xxxx
|
/s/
Xxxx Xxx xxx Xxxxxx
/s/
Xxxx Xxxx Xxxxx
|
/s/
Xxxx xxx Xxxxxxxxxxx
/s/
Xxxxx xxx xx Xxxxxxxx
|
Authorised
Signatories
|
Authorised
Signatories
|
Authorised
Signatories
|
DVB
Merchant Bank (Asia) Ltd
|
Fortis
Bank S.A/N.V
|
NIBC
Bank Ltd.
|
Date:
February 11, 2008
|
Date:
February 11, 2008
|
Date:
February 11, 2008
|
EIMC
LOAN FACILITY - COMMITTED TERM SHEET
|
STRICTLY
PRIVATE AND CONFIDENTIAL
|
Page
11
|
![](https://www.sec.gov/Archives/edgar/data/1350886/000114420408019956/logo.jpg)
For
and
on behalf of Energy Infrastructure Merger Corporation
/s/
Xxxxxx Xxxxxxxx
Authorized
Signatory
Date:
February 11, 2008
Agreed
on
behalf of the Borrowers
/s/
Captain C.A.J. Vanderperre
Authorized
Signatory
Date:
February 11, 2008
EIMC
LOAN FACILITY - COMMITTED TERM SHEET
|
STRICTLY
PRIVATE AND CONFIDENTIAL
|
Page
12
|
![](https://www.sec.gov/Archives/edgar/data/1350886/000114420408019956/logo.jpg)
Appendix
A - Indicative repayment schedule - Double Hull Vessels Loan
A
Months
after Drawdown Date
|
Shinyo
Splendor - 1993
|
Xxxxxx
Xxxxxxx - 2001
|
Shinyo
Ocean - 2001
|
Shinyo
Navigator - 1996
|
C.
Dream 2000
|
|||||
|
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
|
|
-
|
|
|
|
|
|
|
|
|
$0
|
$51,000,000
|
$0
|
$73,000,000
|
$0
|
$73,000,000
|
$0
|
$70,000,000
|
$0
|
$58,000,000
|
|
3
|
$1,000,000
|
$50,000,000
|
$1,000,000
|
$72,000,000
|
$1,000,000
|
$72,000,000
|
$1,000,000
|
$69,000,000
|
$650,000
|
$57,350,000
|
6
|
$1,000,000
|
$49,000,000
|
$1,000,000
|
$71,000,000
|
$1,000,000
|
$71,000,000
|
$1,000,000
|
$68,000,000
|
$650,000
|
$56,700,000
|
9
|
$1,000,000
|
$48,000,000
|
$1,000,000
|
$70,000,000
|
$1,000,000
|
$70,000,000
|
$1,000,000
|
$67,000,000
|
$650,000
|
$56,050,000
|
12
|
$1,000,000
|
$47,000,000
|
$1,000,000
|
$69,000,000
|
$1,000,000
|
$69,000,000
|
$1,000,000
|
$66,000,000
|
$650,000
|
$55,400,000
|
15
|
$1,000,000
|
$46,000,000
|
$1,500,000
|
$67,500,000
|
$1,500,000
|
$67,500,000
|
$1,000,000
|
$65,000,000
|
$1,000,000
|
$54,400,000
|
18
|
$1,000,000
|
$45,000,000
|
$1,500,000
|
$66,000,000
|
$1,500,000
|
$66,000,000
|
$1,000,000
|
$64,000,000
|
$1,000,000
|
$53,400,000
|
21
|
$1,000,000
|
$44,000,000
|
$1,500,000
|
$64,500,000
|
$1,500,000
|
$64,500,000
|
$1,000,000
|
$63,000,000
|
$1,000,000
|
$52,400,000
|
24
|
$1,000,000
|
$43,000,000
|
$1,500,000
|
$63,000,000
|
$1,500,000
|
$63,000,000
|
$1,000,000
|
$62,000,000
|
$1,000,000
|
$51,400,000
|
27
|
$1,785,000
|
$41,215,000
|
$1,460,000
|
$61,540,000
|
$1,460,000
|
$61,540,000
|
$1,860,000
|
$60,140,000
|
$1,060,000
|
$50,340,000
|
30
|
$1,785,000
|
$39,430,000
|
$1,460,000
|
$60,080,000
|
$1,460,000
|
$60,080,000
|
$1,860,000
|
$58,280,000
|
$1,060,000
|
$49,280,000
|
33
|
$1,785,000
|
$37,645,000
|
$1,460,000
|
$58,620,000
|
$1,460,000
|
$58,620,000
|
$1,860,000
|
$56,420,000
|
$1,060,000
|
$48,220,000
|
36
|
$1,785,000
|
$35,860,000
|
$1,460,000
|
$57,160,000
|
$1,460,000
|
$57,160,000
|
$1,860,000
|
$54,560,000
|
$1,060,000
|
$47,160,000
|
39
|
$1,885,000
|
$33,975,000
|
$1,610,000
|
$55,550,000
|
$1,610,000
|
$55,550,000
|
$2,010,000
|
$52,550,000
|
$1,260,000
|
$45,900,000
|
42
|
$1,885,000
|
$32,090,000
|
$1,610,000
|
$53,940,000
|
$1,610,000
|
$53,940,000
|
$2,010,000
|
$50,540,000
|
$1,260,000
|
$44,640,000
|
45
|
$1,885,000
|
$30,205,000
|
$1,610,000
|
$52,330,000
|
$1,610,000
|
$52,330,000
|
$2,010,000
|
$48,530,000
|
$1,260,000
|
$43,380,000
|
48
|
$1,885,000
|
$28,320,000
|
$1,610,000
|
$50,720,000
|
$1,610,000
|
$50,720,000
|
$2,010,000
|
$46,520,000
|
$1,260,000
|
$42,120,000
|
51
|
$1,985,000
|
$26,335,000
|
$1,610,000
|
$49,110,000
|
$1,610,000
|
$49,110,000
|
$2,135,000
|
$44,385,000
|
$1,360,000
|
$40,760,000
|
54
|
$1,985,000
|
$24,350,000
|
$1,610,000
|
$47,500,000
|
$1,610,000
|
$47,500,000
|
$2,135,000
|
$42,250,000
|
$1,360,000
|
$39,400,000
|
57
|
$1,985,000
|
$22,365,000
|
$1,610,000
|
$45,890,000
|
$1,610,000
|
$45,890,000
|
$2,135,000
|
$40,115,000
|
$1,360,000
|
$38,040,000
|
60
|
$1,985,000
|
$20,380,000
|
$1,610,000
|
$44,280,000
|
$1,610,000
|
$44,280,000
|
$2,135,000
|
$37,980,000
|
$1,360,000
|
$36,680,000
|
63
|
$2,110,000
|
$18,270,000
|
$1,760,000
|
$42,520,000
|
$1,760,000
|
$42,520,000
|
$2,260,000
|
$35,720,000
|
$1,360,000
|
$35,320,000
|
66
|
$2,110,000
|
$16,160,000
|
$1,760,000
|
$40,760,000
|
$1,760,000
|
$40,760,000
|
$2,260,000
|
$33,460,000
|
$1,360,000
|
$33,960,000
|
69
|
$2,110,000
|
$14,050,000
|
$1,760,000
|
$39,000,000
|
$1,760,000
|
$39,000,000
|
$2,260,000
|
$31,200,000
|
$1,360,000
|
$32,600,000
|
72
|
$2,110,000
|
$11,940,000
|
$1,760,000
|
$37,240,000
|
$1,760,000
|
$37,240,000
|
$2,260,000
|
$28,940,000
|
$1,360,000
|
$31,240,000
|
75
|
$2,110,000
|
$9,830,000
|
$1,860,000
|
$35,380,000
|
$1,860,000
|
$35,380,000
|
$2,360,000
|
$26,580,000
|
$1,460,000
|
$29,780,000
|
78
|
$2,110,000
|
$7,720,000
|
$1,860,000
|
$33,520,000
|
$1,860,000
|
$33,520,000
|
$2,360,000
|
$24,220,000
|
$1,460,000
|
$28,320,000
|
81
|
$2,110,000
|
$5,610,000
|
$1,860,000
|
$31,660,000
|
$1,860,000
|
$31,660,000
|
$2,360,000
|
$21,860,000
|
$1,460,000
|
$26,860,000
|
84
|
$2,110,000
|
$3,500,000
|
$1,860,000
|
$29,800,000
|
$1,860,000
|
$29,800,000
|
$2,360,000
|
$19,500,000
|
$1,460,000
|
$25,400,000
|
87
|
$3,500,000
|
$0
|
$1,960,000
|
$27,840,000
|
$1,960,000
|
$27,840,000
|
$2,510,000
|
$16,990,000
|
$1,460,000
|
$23,940,000
|
90
|
$0
|
$0
|
$1,960,000
|
$25,880,000
|
$1,960,000
|
$25,880,000
|
$2,510,000
|
$14,480,000
|
$1,460,000
|
$22,480,000
|
93
|
$0
|
$0
|
$1,960,000
|
$23,920,000
|
$1,960,000
|
$23,920,000
|
$2,510,000
|
$11,970,000
|
$1,460,000
|
$21,020,000
|
96
|
$0
|
$0
|
$1,960,000
|
$21,960,000
|
$1,960,000
|
$21,960,000
|
$2,510,000
|
$9,460,000
|
$1,460,000
|
$19,560,000
|
99
|
$0
|
$0
|
$2,060,000
|
$19,900,000
|
$2,060,000
|
$19,900,000
|
$2,660,000
|
$6,800,000
|
$1,460,000
|
$18,100,000
|
101
|
$0
|
$0
|
$2,060,000
|
$17,840,000
|
$2,060,000
|
$17,840,000
|
$2,660,000
|
$4,140,000
|
$1,460,000
|
$16,640,000
|
104
|
$0
|
$0
|
$2,060,000
|
$15,780,000
|
$2,060,000
|
$15,780,000
|
$2,660,000
|
$1,480,000
|
$1,460,000
|
$15,180,000
|
107
|
$0
|
$0
|
$15,780,000
|
$0
|
$15,780,000
|
$0
|
$1,480,000
|
$0
|
$15,180,000
|
$0
|
EIMC
LOAN FACILITY - COMMITTED TERM SHEET
|
STRICTLY
PRIVATE AND CONFIDENTIAL
|
Page
13
|
![](https://www.sec.gov/Archives/edgar/data/1350886/000114420408019956/logo.jpg)
Appendix
B - Indicative repayment schedule - Single Hull Vessels Loan
B
Months
after Drawdown Date
|
Xxxxxx
Xxxxxx - 1995
|
Shinyo
Alliance -1991
|
Shinyo
Jubilee - 1988
|
Shinyo
Mariner - 1991
|
||||
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
Repayment
|
Closing
Balance
|
|
-
|
-
|
-
|
-
|
|||||
$0
|
$27,000,000
|
$0
|
$24,000,000
|
$0
|
$15,000,000
|
$0
|
$24,000,000
|
|
3
|
$1,500,000
|
$25,500,000
|
$1,500,000
|
$22,500,000
|
$1,000,000
|
$14,000,000
|
$1,500,000
|
$22,500,000
|
6
|
$1,500,000
|
$24,000,000
|
$1,500,000
|
$21,000,000
|
$1,000,000
|
$13,000,000
|
$1,500,000
|
$21,000,000
|
9
|
$1,500,000
|
$22,500,000
|
$1,500,000
|
$19,500,000
|
$1,000,000
|
$12,000,000
|
$1,500,000
|
$19,500,000
|
12
|
$1,500,000
|
$21,000,000
|
$1,500,000
|
$18,000,000
|
$1,000,000
|
$11,000,000
|
$1,500,000
|
$18,000,000
|
15
|
$1,500,000
|
$19,500,000
|
$1,500,000
|
$16,500,000
|
$1,000,000
|
$10,000,000
|
$1,500,000
|
$16,500,000
|
18
|
$1,500,000
|
$18,000,000
|
$1,500,000
|
$15,000,000
|
$10,000,000
|
$0
|
$1,500,000
|
$15,000,000
|
21
|
$1,500,000
|
$16,500,000
|
$1,500,000
|
$13,500,000
|
|
|
$1,500,000
|
$13,500,000
|
24
|
$1,500,000
|
$15,000,000
|
$1,500,000
|
$12,000,000
|
|
|
$1,500,000
|
$12,000,000
|
27
|
$1,500,000
|
$13,500,000
|
$1,500,000
|
$10,500,000
|
|
|
$1,500,000
|
$10,500,000
|
30
|
$13,500,000
|
$0
|
$10,500,000
|
$0
|
|
|
$10,500,000
|
$0
|
EIMC
LOAN FACILITY - COMMITTED TERM SHEET
|
STRICTLY
PRIVATE AND CONFIDENTIAL
|
Page
14
|