Credit Facility Agreement (2004)Full Document 

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17 FEBRUARY 2004

 

US$1,058,000,000

 

CREDIT FACILITY AGREEMENT

 

between

 

SHIP FINANCE INTERNATIONAL LIMITED

as Borrower

 

CITIGROUP GLOBAL MARKETS LIMITED

 

and

 

NORDEA BANK NORGE ASA
as Bookrunners

 

CITIGROUP GLOBAL MARKETS LIMITED, NORDEA BANK NORGE ASA,
FORTIS BANK (NEDERLAND) N.V., CRÉDIT AGRICOLE INDOSUEZ,
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL.), DNB NOR BANK ASA, HSH
NORDBANK AG, SCOTIABANK EUROPE PLC, SWEDBANK
(FÖRENINGSSPARBANKEN AB (PUBL)), THE GOVERNOR AND COMPANY OF
THE BANK OF SCOTLAND, ING BANK N.V. (NORWAY), DEUTSCHE BANK AG
IN HAMBURG and SCHIFFSHYPOTHEKENBANK ZU LÜBECK AG

as Mandated Lead Arrangers

 

NORDEA BANK NORGE ASA
as Administrative Agent

 

NORDEA BANK NORGE ASA
as Security Trustee

 

THE ARRANGERS

 

THE ORIGINAL GUARANTORS

 

and

 

THE LENDERS

 

 

WHITE & CASE

 

7-11 Moorgate
London EC2R 6HH

 



 

TABLE OF CONTENTS

 

1.

DEFINITIONS AND INTERPRETATION

 

 

 

 

2.

THE FACILITY

 

 

 

 

3.

CONDITIONS PRECEDENT

 

 

 

 

4.

DRAWDOWN

 

 

 

 

5.

REPAYMENT

 

 

 

 

6.

VOLUNTARY PREPAYMENT

 

 

 

 

7.

MANDATORY PREPAYMENT

 

 

 

 

8.

INTEREST ON ADVANCES

 

 

 

 

9.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

 

 

 

 

10.

COMMISSIONS AND FEES

 

 

 

 

11.

TAXES

 

 

 

 

12.

INCREASED COSTS

 

 

 

 

13.

ILLEGALITY

 

 

 

 

14.

MITIGATION

 

 

 

 

15.

REPRESENTATIONS AND WARRANTIES

 

 

 

 

16.

FINANCIAL INFORMATION

 

 

 

 

17.

FINANCIAL CONDITION

 

 

 

 

18.

INSURANCE

 

 

 

 

19.

COLLATERAL VESSELS

 

 

 

 

20.

COLLATERAL MAINTENANCE

 

 

 

 

21.

POSITIVE UNDERTAKINGS

 

 

 

 

22.

NEGATIVE UNDERTAKINGS

 

 

 

 

23.

ACCEDING GUARANTORS

 

 

 

 

24.

EVENTS OF DEFAULT

 

 

 

 

25.

DEFAULT INTEREST

 

 

 

 

26.

GUARANTEE AND INDEMNITY

 

 

 

 

27.

AGENT AND OBLIGORS’ AGENT

 

 

 

 

28.

BORROWER’S INDEMNITIES

 

 

 

 

29.

CURRENCY OF ACCOUNT

 

 

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30.

PAYMENTSs

 

 

 

 

31.

SET-OFF

 

 

 

 

32.

SHARING AMONG THE FINANCE PARTIES

 

 

 

 

33.

CALCULATIONS AND ACCOUNTS

 

 

 

 

34.

ASSIGNMENTS AND TRANSFERS

 

 

 

 

35.

COSTS AND EXPENSES

 

 

 

 

36.

REMEDIES AND WAIVERS

 

 

 

 

37.

TAXATION AND STRUCTURAL MATTERS

 

 

 

 

38.

CONSEQUENTIAL DAMAGES

 

 

 

 

39.

NOTICES AND DELIVERY OF INFORMATION

 

 

 

 

40.

ENGLISH LANGUAGE

 

 

 

 

41.

PARTIAL INVALIDITY

 

 

 

 

42.

AMENDMENTS

 

 

 

 

43.

THIRD PARTY RIGHTS

 

 

 

 

44.

COUNTERPARTS

 

 

 

 

45.

GOVERNING LAW

 

 

 

 

46.

JURISDICTION

 

 

 

 

SCHEDULE 1 LENDERS AND COMMITMENTS

 

 

 

SCHEDULE 2 FORM OF TRANSFER CERTIFICATE

 

 

 

SCHEDULE 3

 

 

PART I - CONDITIONS PRECEDENT TO FIRST DRAWDOWN

 

 

PART II - CONDITIONS TO EACH ACQUISITION

 

 

PART III - FORM OF CORPORATE CERTIFICATE

 

 

PART IV - INITIAL SECURITY DOCUMENTS

 

 

 

 

SCHEDULE 4 FORM OF DRAWDOWN REQUEST

 

 

 

 

SCHEDULE 5 FORM OF ACCESSION NOTICE

 

 

 

 

SCHEDULE 6 FORM OF DIRECTORS’ COMPLIANCE CERTIFICATE

 

 

 

 

SCHEDULE 7

 

 

PART I - GROUP STRUCTURE

 

 

PART II - COLLATERAL VESSELS

 

 

 

 

SCHEDULE 8 FORM OF CONSOLIDATION NOTICE

 

 

 

 

SCHEDULE 9 REPAYMENT

 

 

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THIS AGREEMENT is dated 17 February 2004 and made between:

 

(1)           SHIP FINANCE INTERNATIONAL LIMITED, a limited liability company incorporated under the laws of Bermuda with its principal place of business at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda (the “Borrower”);

 

(2)           CITIGROUP GLOBAL MARKETS LIMITED and NORDEA BANK NORGE ASA (each a “Bookrunner” and together, the “Bookrunners”;

 

(3)           CITIGROUP GLOBAL MARKETS LIMITED, NORDEA BANK NORGE ASA, FORTIS BANK (NEDERLAND) N.V., CRÉDIT AGRICOLE INDOSUEZ, SKANDINAVISKA ENSKILDA BANKEN AB (PUBL.), DNB NOR BANK ASA, HSH NORDBANK AG, SCOTIABANK EUROPE PLC, SWEDBANK (FÖRENINGSSPARBANKEN AB (PUBL)), THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND, ING BANK N.V. (Norway), DEUTSCHE BANK AG IN HAMBURG and SCHIFFSHYPOTHEKENBANK ZU LÜBECK AG (each a “Mandated Lead Arranger” and together, the “Mandated Lead Arrangers”);

 

(4)           NORDEA BANK NORGE ASA (as administrative agent for and on behalf of the Finance Parties, the “Administrative Agent”);

 

(5)           NORDEA BANK NORGE ASA (as security trustee for and on behalf of the Finance Parties, the “Security Trustee”);

 

(6)           DANISH SHIP FINANCE (DANMARKS SKIBSKREDITFOND), DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT, NIB CAPITAL BANK N.V. and VEREINS-UND WESTBANK AG (each an “Arranger” and together, the “Arrangers”);

 

(7)           THE ORIGINAL GUARANTORS (as defined below); and

 

(8)           THE LENDERS (as defined below).

 

IT IS AGREED as follows:

 

1.             DEFINITIONS AND INTERPRETATION

 

1.1          Definitions

 

In this Agreement the following terms have the meanings set out below.

 

Acceding Guarantor” means any member of the Group which has complied with the requirements of Clause 23 (Acceding Guarantors).

 

 “Acceptable Hedging Agreement means a Hedging Agreement entered into on the terms of the International Swaps & Derivatives Association Inc. 1992 Master Agreement (Multicurrency-Cross Border).

 

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Accession Notice means a duly completed notice of accession in substantially the form of Schedule 5 (Form of Accession Notice).

 

Acquisition means the acquisition of a Collateral Vessel or a Collateral Vessel Owner pursuant to one or more Acquisition Documents (including the acquisition of each of the Collateral Vessel Owners for the time being incorporated in Singapore or the Isle of Man (as at the date of this Agreement) by virtue of the acquisition of Madeira International Corp. as the immediate Holding Company of such Collateral Vessel Owners) provided that, to the extent that the relevant Collateral Vessel Owner is a Subsidiary of the Borrower, no such acquisition shall constitute an “Acquisition” until the Advance to be made in respect of such Collateral Vessel has been made (taking into account the Seller Credit Undertaking relating thereto).

 

Acquisition Documents means the Fleet Purchase Agreement, each other document entered into or to be entered into by a member of the Group in relation to an Acquisition and any other document designated as an “Acquisition Document” by the Administrative Agent in writing.

 

Act means the Companies Act 1985.

 

Additional Acquisition” means the acquisition of an Additional Vessel or an Additional Vessel Owner by the Group.

 

Additional Projections” means such additional financial projections (if any) as are required by the Administrative Agent pursuant to Clause 3 (Conditions Precedent) by way of supplement to the Projections, which (except as otherwise permitted by the Administrative Agent) shall include the following:

 

(a)           detailed projected consolidated financial statements of the Group, prepared and approved by the Borrower:

 

(i)            covering a period of at least ten fiscal years beginning with the first fiscal year commencing 2004; and

 

(ii)           reflecting the forecasted consolidated financial condition of the Group after giving effect to the Transaction; and

 

(b)           detailed projected consolidated financial statements of the Parent and the Charterer, prepared and approved by the Parent:

 

(i)            covering a period of at least 5 fiscal years beginning with the first fiscal year commencing 2004; and

 

(ii)           reflecting the forecasted consolidated financial condition of the Parent and the Charterer after giving effect to the Transaction,

 

in each case, to the extent that such information and requirements are not so provided in the Projections.

 

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Additional Vessel” means any double hull oil tanker (excluding, for the avoidance of doubt, each Collateral Vessel) acquired (wholly or partially) by a member of the Group from time to time pursuant to and in accordance with Clause 22.3 (b) (Financial Indebtedness) and Clause 22.17 (Acquisitions and Investments) and the other provisions of this Agreement.

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