USD 500,000,000 REVOLVING CREDIT FACILITY AGREEMENT for Nordic American Tanker Shipping Limited as Borrower provided by The Financial Institutions listed in Schedule 1 thereto as Lenders with DnB NOR Bank ASA as Mandated Lead Arranger and DnB NOR Bank...
Exhibit 4.8
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ADDENDUM
NO. 2
to
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USD
500,000,000
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for
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Nordic
American Tanker Shipping Limited
as
Borrower
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listed
in Schedule 1 thereto
as
Lenders
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with
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DnB
NOR Bank ASA
as
Mandated Lead Arranger
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and
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DnB NOR Bank
ASA
as
Agent
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(1)
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Nordic American Tanker Shipping
Limited, of LOM Building, 27 ▇▇▇▇ Street, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda,
as borrower (the “Borrower”);
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(2)
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The financial institutions
listed in Appendix
1 hereto,
as lenders (together, the “Lenders”);
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(3)
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DnB NOR Bank ASA of
▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, organisation number 984 851 006, as
mandated lead arranger (the “Arranger”);
and
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(4)
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DnB NOR Bank ASA of
▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, organisation number 984 851 006, as
facility agent (the “Agent”).
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WHEREAS:
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(A)
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This
Addendum is supplemental to the USD 500,000,000 Revolving Credit Facility
Agreement dated 14 September 2005 and as amended by addendum no. 1 dated
21 September 2006 (the “Original Agreement”) and
made between the Borrower, the Lenders, the Arranger and the Agent
relating to certain revolving credit facilities for an aggregate amount of
USD 500,000,000;
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(B)
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The
Borrower has requested and the Lenders have agreed to extend the Final
Maturity Date under the Original Agreement by three (3) years;
and
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(C)
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the
Parties have agreed to amend certain of the provisions of the Original
Agreement as set out in this
Addendum.
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NOW
IT IS HEREBY AGREED as follows:
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1
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DEFINITIONS
AND INTERPRETATION
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1.1
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Defined
expressions
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In this
Addendum:
“Second Effective Date” means
15 April 2008 (or such later date as approved by the Agent (on behalf of the
Finance Parties)).
In
addition, words and expressions defined in the Original Agreement shall unless
the context otherwise requires or unless otherwise defined herein, have the same
meaning when used in this Addendum (including the recitals).
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1.2
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References
to this Agreement
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References
in the Original Agreement to “this Agreement” shall, with
effect from the date hereof be references to the Original Agreement as amended
by this Addendum.
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1.3
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Construction
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In this
Addendum, unless the context otherwise requires:
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a)
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words
denoting the singular number shall include the plural and vice
versa;
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b)
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references
to a provision of law is a reference to that provision as it may be
amended or re-enacted, and to any regulations made by the appropriate
authority pursuant to such law; and
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c)
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clause
headings are inserted for convenience of reference only and shall be
ignored in the interpretation of this
Addendum.
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2
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CONDITIONS
PRECEDENT
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The
provisions of Clause 3 (Amendments to the Original Agreement) shall be effective
only if, not later than 10:00 hours (Oslo time) [three (3)] Business Days before
the Second Effective Date, the Agent has received all the documents and other
evidence listed in Appendix 2 (Conditions Precedent) in form
and substance satisfactory to the Agent. The Agent shall notify the
Borrower and the Lenders promptly upon being so satisfied.
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3
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AMENDMENTS
TO THE ORIGINAL AGREEMENT
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3.1
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General
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The
Original Agreement shall, with effect from the Second Effective Date be (and is
hereby) amended as follows and will continue to be binding upon each of the
Parties thereto in accordance with its terms as so amended.
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3.2
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Amendments
to Clause 1.1 (Definitions) of the Original
Agreement
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a)
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The
definitions of the following terms in Clause 1.1 (Definitions) of the
Original Agreement shall be deleted and replaced with the following
definitions:
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““Final Maturity Date” means the
date falling eight (8) years following the date of this Agreement.
“Finance Documents” means this
Agreement, the Addendum No. 1, the Addendum No. 2, the Security Documents, any
Fee Letters and any other document (whether creating a Security Interest or not)
which is executed at any time by the Borrower or any other person as security
for, or to establish any form of subordination to the Finance Parties under this
Agreement or any of the other documents referred to herein or
therein.”
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b)
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The
following new definitions shall be inserted in Clause 1.1 (Definitions) of
the Original Agreement:
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““Addendum No. 1” means the
addendum no. 1 to this Agreement dated 21 September 2006.
““Addendum No. 2” means the
addendum no. 2 to this Agreement dated 15 April 2008.
“Second Effective Date” has the
meaning given to it in Addendum No. 2.”
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4
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AMENDMENT
FEE
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The
Borrower shall pay an amendment fee of an amount and at such times as set out in
a separate fee letter from the Arranger to the Borrower.
5 Continued
force and effect
The
provisions of the Agreement and the other Finance Documents shall, save as
amended by this Addendum, continue in full force and effect between the Parties
and the Agreement and this Addendum shall be read and construed as one
instrument.
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6
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GOVERNING
LAW AND ENFORCEMENT
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6.1
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Governing
law
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This
Addendum shall be governed by Norwegian law.
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6.2
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Jurisdiction
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a)
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For
the benefit of each Finance Party, the Borrower agrees that the courts of
Oslo, Norway, have jurisdiction to settle any disputes arising out of or
in connection with the Finance Documents including a dispute regarding the
existence, validity or termination of this Addendum, and the Borrower
accordingly submits to the non-exclusive jurisdiction of the Oslo District
Court (Oslo tingrett).
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b)
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Nothing
in this Clause 6.2 shall limit the right of the Finance Parties to
commence proceedings against the Borrower in any other court of competent
jurisdiction. To the extent permitted by law, the Finance Parties may take
concurrent proceedings in any number of
jurisdictions.
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6.3
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Service
of process
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Without
prejudice to any other mode of service, the Borrower:
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a)
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irrevocably
appoints Scandic American Shipping Ltd. (European Branch) of ▇.▇. ▇▇▇ ▇▇,
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ as its agent for service of process in relation
to any proceedings before Norwegian courts in connection with any Finance
Document; and
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b)
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agrees
that failure by its process agent to notify it of the process will not
invalidate the proceedings
concerned.
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APPENDIX
1
LENDERS
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Lender:
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DnB
NOR Bank ASA
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Nordea
Bank Norge ASA
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Fokus
Bank ASA (being the Norwegian branch of Danske Bank A/S)
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APPENDIX
2
CONDITIONS
PRECEDENT
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1
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CORPORATE
DOCUMENTS - BORROWER
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a)
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Secretary’s
Certificate (notarised and legalised) confirming inter alia that the
Certificate of Incorporation and the Memorandum and Articles of
Association of the Borrower as presented to the Agent (on behalf of the
Finance Parties) in relation to the Original Agreement, are still in full
force and effect and no amendments have been made
thereto;
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b)
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Updated
Good Standing Certificate;
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c)
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Resolutions
passed at a board meeting of the Borrower evidencing the approval of the
terms of, and the transactions contemplated by, the Addendum and the
authorisation of its appropriate officer or officers or other
representatives to execute the Addendum and any other documents necessary
for the transactions contemplated by the Addendum, on its behalf;
and
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d)
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Power
of Attorney (notarised and legalised if requested by the
Agent).
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2
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AUTHORISATIONS
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a)
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All
approvals, authorisations and consents required by any government or other
authorities for the Borrower to enter into and perform its obligations
under this Addendum.
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3
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FINANCE
DOCUMENTS
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a)
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The
Addendum.
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4
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MISCELLANEOUS
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a)
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Evidence
that the fee referred to in 4 (Amendment fee) has or will be paid on its
due date;
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b)
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A
Compliance Certificate confirming that the Borrower is in compliance with
the financial covenants as set out in Clause 20 (Financial covenants) of
the Agreement;
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c)
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Appointment
of Scandic American Shipping Ltd. and the acceptance by Scandic American
Shipping Ltd. (European Branch) as the Borrower’s process agent in Norway
under the Addendum;
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d)
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The
letter regarding effective interest duly counter-signed by the Borrower;
and
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e)
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Any
other documents as reasonably requested by the
Agent.
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5
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LEGAL
OPINIONS
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a)
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A
legal opinion as regards Bermuda law matters issued by ▇▇▇▇▇▇▇ Spurting
& Hunter;
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b)
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A
legal opinion as regards Norwegian law matters issued by Thommessen
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AS.
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***
SIGNATORIES
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Borrower:
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Agent:
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Nordic
American Tanker Shipping Limited
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DnB
NOR Bank ASA
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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Lenders:
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DnB
NOR Bank ASA
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By:
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Name:
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Title:
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Nordea
Bank Norge ASA
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By:
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Name:
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Title:
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Fokus
Bank ASA
(being
the Norwegian branch of Danske Bank A/S)
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By:
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Name:
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Title:
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Arranger:
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DnB
NOR Bank ASA
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By:
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Name:
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Title:
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SK 01318 0002
881470