57,500,000 Facility Agreement dated 5 July 2010 (the “Agreement”) to Beta Elephant Inc
Exhibit 4.14
To: Deutsche Bank Luxembourg S.A. as Agent
From:
Deutsche Bank AG, London Branch (the Existing Lender) and VLCC
B Investment L.L.C. (the New
Lender)
Dated:
15 July 2010
$57,500,000
Facility Agreement dated 5 July 2010 (the
“Agreement”) to Beta Elephant Inc
| 1 | We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate. |
| 2 | We refer to clause 28.5 (Procedure for transfer): |
| (a) | The Existing Lender and the New Lender agree to the Existing Xxxxxx assigning to
the New Lender all of the Existing Xxxxxx’s Commitment rights and assuming the Existing
Xxxxxx’s obligations referred to in the Schedule in accordance with clause 28.5
(Procedure for transfer) and the Existing Lender assigns and agrees to assign such
rights to the New Lender with effect from the Transfer Date. |
| (b) | The proposed Transfer Date
is 15 July 2010. |
| (c) | The Facility Office and address, fax number and attention details for notices of
the New Lender for the purposes of clause 35.2 (Addresses) are set out in the Schedule. |
| 3 | The New Lender expressly acknowledges the limitations on the Existing Xxxxxx’s obligations
set out in clause 28.4.3 (Limitation of responsibility of Existing Lenders). |
| 4 | This Transfer Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this Transfer
Certificate. |
This Transfer Certificate and any non-contractual obligations connected with it are governed
by English law.
The Schedule
The New Lender
| Name | VLCC B Investment L.L.C. | |||||
| Commitment $ | 57,500,000 | |||||
| Commitment to be assigned $ | 57,500,000 | |||||
| Facility office, address, fax number and attention details for notices | c/o Teekay Shipping (Canada) Ltd. Suite 2000, Bentall 0 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0 Fax: x0 000-000-0000 Attention: Vice President, Finance |
|||||
Account Details
|
Bank: | Citibank NA — New York Branch | ||||
| Address: | New York, NY | |||||
| ABA: | 00000000 | |||||
| SWIFT: | XXXXXX00 | |||||
| Beneficiary Name: | Teekay Tankers Ltd. | |||||
| Bank Account #: | [XXX] | |||||
| Currency: | USD | |||||
| TOTAL | 57,500,000 | |||||
| Deutsche Bank AG, London Branch | VLCC B Investment L.L.C. | |||||||
By:
|
By: | |||||||
This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed to be as
stated above.
| Deutsche Bank Luxembourg S.A. | ||||
By: |
||||
