To: (1) Nordea Bank Finland plc, New York Branch
| To: | (1) | Nordea Bank Finland plc, New York Branch |
| 000 Xxxxxxx Xxxxxx, 00xx Xxxxx | ||
| New York, New York 10022 | ||
| (as Agent, Lead Arranger, Security Trustee, Lender and Swap Bank) | ||
| (2) | DNB NOR Bank ASA | |
| 000 Xxxx Xxxxxx, 31st Floor | ||
| New York, NY 10166-0396 | ||
| (as Lead Arranger, Xxxxxx and Swap Bank) | ||
| (3) | ABN AMRO Bank N.V. | |
| Coolsingel 93 | ||
| 3012 AE Rotterdam | ||
| The Netherlands | ||
| (as Lead Arranger, Xxxxxx and Swap Bank) |
September 22, 2011
Dear Sirs:
We refer to the Loan Agreement dated as of May 3, 2011 (the “Loan Agreement”) among (i) Scorpio Tankers Inc. (the “Borrower”), (ii) STI Coral Shipping Company Limited and STI Diamond Shipping Company Limited (the “Guarantors”), (iii) the banks and financial institutions listed therein as lenders (the “Lenders”), (iv) the banks and financial institutions listed therein as swap banks (the “Swap Banks”), (v) Nordea Bank Finland plc, New York Branch (the “Agent”), (vi) Nordea Bank Finland plc, New York Branch (the “Security Trustee”) and (vii) Nordea Bank Finland plc, New York Branch, DnB NOR Bank ASA and ABN AMRO Bank (the “Lead Arrangers”), relating to a term loan facility of up to US$150,000,000. Words and expressions defined in the Loan Agreement shall have the same meaning when used herein except as expressly provided in this Letter.
We request that, by countersigning this Letter, you confirm your agreement to amend the definition of “Consolidated Liquidity” and the terms of Clauses 12.4 and 12.5 of the Loan Agreement, presently providing as follows:
““Consolidated Liquidity” means, on a consolidated basis at any time, the sum of (a) cash and (b) Cash Equivalents, in each case held by the Borrower on a freely available and unencumbered basis;”
| “12.4 | Minimum interest coverage. Commencing with the third fiscal quarter of 2011, the Borrower shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of not less than 2.50 to 1.00. Such ratio shall be calculated quarterly on a trailing quarter basis from and including the third fiscal quarter of 2011, provided that for the third fiscal quarter of 2012 and all periods thereafter such ratio shall be calculated on a trailing four quarter basis.” |
| “12.5 | Free liquidity. From and after the Effective Date, the Borrower shall maintain Consolidated Liquidity, including all amounts on deposit with any Lead Arranger, of not less than $15,000,000 until the Borrower owns directly or indirectly a fleet of 15 vessels. When the Borrower owns directly or indirectly a fleet of 15 vessels, the Borrower shall maintain Consolidated Liquidity, including all amounts on deposit with any Lead Arranger, of not less than $15,000,000 plus $750,000 per each additional vessel that the Borrower directly or indirectly owns over 15 vessels.” |
to read as follows:
““Consolidated Liquidity” means, on a consolidated basis at any time, the sum of (a) cash, (b) Cash Equivalents and (c) the Total Available Commitment (as defined under the Amended and Restated Loan Agreement dated as of July 6, 2011 among, inter alios, the Borrower, the Lenders, the Swap Banks, the Agent, the Security Trustee and the Lead Arrangers (as amended, supplemented, modified and/or restated from time to time)), in each case held by the Borrower or any of its subsidiaries on a freely available and unencumbered basis;”
| “12.4 | Minimum interest coverage. Commencing with the third fiscal quarter of 2011, the Borrower shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense of not less than 2.00 to 1.00, provided that for the first fiscal quarter of 2013 and all periods thereafter such ratio shall be 2.50 to 1.00. Such ratio shall at all times be calculated on a trailing four quarter basis.” |
| “12.5 | Free liquidity. From and after the Effective Date, the Borrower shall maintain Consolidated Liquidity, including all amounts on deposit with any Lead Arranger, of not less than $15,000,000 until the Borrower owns directly or indirectly a fleet of 15 vessels. When the Borrower owns directly or indirectly a fleet of 15 vessels, the Borrower shall maintain Consolidated Liquidity, including all amounts on deposit with any Lead Arranger, of not less than $15,000,000 plus $750,000 per each additional vessel that the Borrower directly or indirectly owns over 15 vessels. At all times, the Consolidated Liquidity shall have not less than $15,000,000 in cash and Cash Equivalents. For the period September 22, 2011 until December 31, 2012, the Borrower shall maintain Consolidated Liquidity of not less than $20,000,000, inclusive of any amounts otherwise maintained pursuant to this Section.” |
The Guarantors, by signature of this Letter, each confirm their approval to the amendments to the Loan Agreement set out herein and confirm that the guarantee of Clause 16 of the Loan Agreement remains in full force and effect.
Other than as set out in this Letter, the provisions of the Loan Agreement shall remain unchanged and in full force and effect.
We agree that this Letter shall constitute a Finance Document for the purposes of the Loan Agreement.
| 2 |
The provisions of Clause 32 (Law and Jurisdiction) of the Loan Agreement shall apply to this Letter as if set out in full but so that references to “this Agreement” are amended to read “this Letter”. All remaining provisions of the Loan Agreement and the Finance Documents shall remain in full force and effect.
Yours faithfully
/s/ Xxxxx X Xxx
Xxxxx X. Xxx
Chief Financial Officer
| 3 |
Accepted and agreed this _____day of September 2011 by:
NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Lender, Agent, Security Trustee, Lead Arranger and Swap Bank
By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President
By: /s/ Xxxxxxx Xxxxx Xxxxxxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxxxxxx Title: First Vice President
|
DNB NOR BANK ASA, as Lender, Lead Arranger and Swap Bank
By: /s/ Xxxxxxx X Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Senior Vice President
By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President
|
ABN AMRO BANK N.V., as Lender, Lead Arranger and Swap Bank
By: /s/ A.C.A.J. Diesbroeck Name: Title:
By: /s/ J.A.L.M Gorgels Name: Title:
|
| 4 |
We 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 guarantee in Clause 16 of the Loan Agreement shall remain in full force and effect and shall continue to stand as security for the Guaranteed Obligations stated therein.
STI CORAL SHIPPING COMPANY LIMITED, as Guarantor
By: /s/ Xxxxx X Xxx Name: Xxxxx X. Xxx Title: Director
|
STI DIAMOND SHIPPING COMPANY LIMITED, as Guarantor
By: /s/ Xxxxx X Xxx Name: Xxxxx X. Xxx Title: Director
|
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