EXHIBIT 4.5
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STENA AB
AND
THE CHASE MANHATTAN BANK,
FORMERLY KNOWN AS CHEMICAL RANK,
AS TRUSTEE
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AMENDMENT NO. 1
Dated as of September 25, 1997
to the
Indenture
dated as of December 20, 1995
10 1/2% Senior Notes
due 2005
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AMENDMENT NO. 1, dated as of September 25, 1997 (this "Amendment No. 1"),
between Stena AB, a company incorporated under the laws of the Kingdom of
Sweden, as Issuer (the "Company"), and The Chase Manhattan Bank, (formerly known
as Chemical Bank), as Trustee (the "Trustee"). For purposes of this Amendment
No. 1, except as otherwise expressly provided or unless the context otherwise
requires, capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Indenture (as defined below).
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of December 20, 1995 (the "Indenture "), providing for
the issuance by the Company of $175,000,000 of 10 1/2% Senior Notes due 2005
(the "Securities");
WHEREAS, Section 9.2 of the Indenture provides that the Company, when
authorized by a resolution of its Boards of Directors, and the Trustee, with the
written consent of the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities, may amend, supplement or
eliminate the provisions of the Indenture, subject to certain exceptions set
forth in Section 9.2 of the Indenture;
WHEREAS, the parties hereto are entering into this Amendment No. 1 to amend
certain provisions of the Indenture (the "Amendments");
WHEREAS, the Holders of not less than a majority in aggregate principal
amount of the outstanding Securities have duly consented to the Amendments in
the manner set forth in Section 9.2 of the Indenture;
WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Trustee (i) a copy of resolutions of the
Company's
Board of Directors authorizing the execution, delivery and performance of this
Amendment No. 1, (ii) evidence of the written consent of the Holders of
Securities set forth in the immediately preceding paragraph and (iii) an
Officers' Certificate and an Opinion of Counsel in compliance with and to the
effect set forth in Sections 9.2 and 9.3 of the Indenture; and
WHEREAS, all other acts and things necessary to make this Amendment No. 1 a
valid, binding and enforceable instrument and all of the conditions and
requirements set forth in Section 9.2 of the Indenture have been performed and
fulfilled and the execution and delivery of this Amendment No. 1 have been in
all respects duly authorized by the Company and the Trustee.
NOW, THEREFORE, in consideration of the premises set forth herein and
notwithstanding any provision of the Indenture which, absent this Amendment No.
1, might operate to limit such action, the parties hereto have executed and
delivered this Amendment No. 1, and the Company does hereby covenant and agree
with the Trustee for the equal and ratable benefit of the Holders of the
Securities as follows:
SECTION 1. Amendment of Certain Provisions of the Indenture.
(a) Section 1.1 (Definitions - Asset Disposition) is hereby amended by (i)
replacing "$2 million" appearing in clause (a) thereof with "$5 million" and
(ii) adding the words "or transfer" after the word "sale" at the beginning of
clause (d) thereof.
(b) Section 1.1 (Definitions - Debt) is hereby amended (i) to add "(x)"
after the words "to the extent" and (ii) to add the following language at the
end of clause (x): "or (y) that both such Person and the Person whose obligation
is being Guaranteed are Subsidiaries of the Company."
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(c) Section 1.1 (Definitions - Investment) is hereby amended (i) to delete
the word "and" at the end of clause (i) , (ii) to add a comma at the end of
clause (i) and (iii) to add the following new clause (iii) after the
parenthetical appearing at the end of clause (ii): "and (iii) one or more
investments by the Company or any of its Subsidiaries in Persons whose only
assets are a Vessel and property directly related thereto".
(d) Section 1.1 (Definitions - Revolving Credit Facility) shall read in its
entirety as follows: "Revolving Credit Facility" means "one or more revolving or
other credit facilities to which the Company and/or one or more subsidiaries of
the Company may be parties (as obligor or guarantor), in an aggregate principal
amount not to exceed $600 million at any time outstanding."
(e) Section 1.1 (Definitions - Significant Subsidiary) is hereby amended by
replacing "$10,000,000" with "$25 million".
(f) Section 5.1 (Events of Default) is hereby amended by replacing "$10
million" appearing in clause (6) and (7) thereof with " $15 million".
(g) Section 10.9 (Limitation on Debt of Subsidiaries ) is hereby
amended by replacing clause (viii) with the following:
"(viii) Debt of Subsidiaries of the Company not otherwise permitted to be
Incurred pursuant to Clauses (i) through (vii) above, which, together with
(a) any other outstanding Debt Incurred pursuant to this Clause (viii), (b)
any outstanding Preferred Stock issued by Subsidiaries of the Company
pursuant to Clause (iv) of Section 10.10 and (c) any Debt of the Company
Incurred pursuant to Clause (vii) of the second paragraph of Section 10.8,
has an aggregate principal amount (and/or liquidation preference) not in
excess of $50 million at any time outstanding."
(h) Section 10.10 (Limitation on Preferred Stock of Subsidiaries) is hereby
amended by replacing the entirety clause (iv) with the following:
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"(iv) Preferred Stock issued by Subsidiaries of the Company not otherwise
permitted to be issued pursuant to Clauses (i) through (iii) above, which,
together with (a) any other Preferred Stock outstanding pursuant to this
Clause (iv), (b) any Debt of Subsidiaries of the Company Incurred pursuant
to Clause (viii) of Section 10.9 and (c) any Debt of the Company Incurred
pursuant to Clause (vii) of the second paragraph of Section 10.8, has an
aggregate liquidation preference (and/or principal amount) not in excess of
$50 million at any time outstanding."
(i) Section 10.18 (Limitation on Transactions with Affiliates and Related
Persons) is hereby amended by (i) replacing "$1 million" appearing in the first
sentence thereof with "$2.5 million", and (ii) replacing "$5 million" appearing
in clause (ii) thereof with "$10 million".
(j) Section 10.19 (Limitation on Certain Asset Dispositions) is hereby
amended (i) to replace "(x)" with "(w)" in clause (ii), (ii) to replace "(y)"
with "(w)" in clause (ii), (iii) to replace "(z)" with "(y)" in clause (ii) and
(iv) to add a new clause at the end of clause (ii): ", and (z) in the case of an
Asset Disposition relating to a Vessel or Vessels, notes received in
consideration for such disposition, provided, that at no time shall there be, in
the aggregate, more than $15 million of notes received under this Clause (z)
outstanding (exclusive of notes complying with the requirements of Clauses (w)
or (x) above)".
SECTION 2. Operation of Amendments. Upon the execution and delivery of this
Amendment No. 1 by the Company and the Trustee, the Amendments contained herein
will become effective and operative.
SECTION 3. Miscellaneous.
(a) Except as expressly modified hereby, the Indenture is in all respects
ratified and confirmed and all terms, provisions and conditions thereof are and
shall remain in full force and effect.
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(b) All agreements of the Company and the Trustee, respectively, in this
Amendment No. 1 shall bind their respective successors.
(c) This Amendment No. 1 shall be governed by and construed in accordance
with the laws of the State of New York, as applied to contracts made and
performed within the State of New York, without regard to principles of
conflicts of law.
(d) If any provision of this Amendment No. l limits, qualifies or conflicts
with the duties imposed by TIA ss. 318 (c) , the imposed duties shall control.
(e) The titles and headings of the sections of this Amendment No. 1 have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.
(f) The parties may sign any number of copies of this Amendment No. 1. Each
signed copy shall be an original, but all of them together represent the same
agreement.
(g) In case any provision of this Amendment No. 1 shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof or of the Indenture shall not in any way be affected or
impaired thereby.
(h) The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Amendment No. 1 or for or in
respect of the recitals contained therein, all of which recitals are made solely
by the Company.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereof have caused this Amendment No. 1 to
be duly executed and delivered, and their respective corporate seals to be
hereunto affixed, all as of the date first written above.
STENA AB
By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Chief Financial Officer,
Executive Vice President
THE CHASE MANHATTAN BANK
By: /s/ X. Xxxxxxxx
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Name: X. Xxxxxxxx
Title: Senior Trust Officer
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