Dated:
2003
BY:
| (1) |
TEEKAY SHIPPING CORPORATION, a company incorporated according to the law
of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex,
Ajeltake Island, ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇▇
(“the Guarantor”); |
IN FAVOUR OF:
| (2) |
DEN NORSKE BANK ASA acting through its office at ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ in its capacity as agent and security trustee on
behalf of the Banks (as defined below) (“the Agent”). |
WHEREAS:-
| (A) |
At the request of the Guarantor, each of the banks listed in Schedule 1 to the
Loan Agreement (“the Banks”) has agreed to lend to
Norsk Teekay Holdings Ltd, a company incorporated according to the law of the
▇▇▇▇▇▇▇▇ Islands (“the Borrower”), its Commitment of an
aggregate amount not exceeding five hundred and fifty million Dollars
($550,000,000 ) (“the Loan”) on the terms and subject to
the conditions set out in a Revolving Credit Facility Agreement dated
2003 made between the Borrower, the Banks, the Arrangers and the Agent as agent
for the Banks (“the Loan Agreement”). |
| (B) |
Pursuant to the Loan Agreement, and as a condition precedent to the several
obligations of the Banks to make the Loan available to the Borrower, the
Borrower has, amongst other things, agreed to procure that the Guarantor execute
and deliver this Guarantee and Indemnity in favour of the Agent as agent and
trustee for the Banks. |
THIS DEED WITNESSES
as follows:-
| 1 |
Definitions and Interpretation |
| |
1.1.1 |
“the
Borrower’s Security Documents” means those of the Security Documents to
which the Borrower is at any time during the Facility Period a party; |
| |
1.1.2 |
“the
Guarantor’s Liabilities” means all of the liabilities and obligations of
the Guarantor to the Agent under or pursuant to this Guarantee and Indemnity, whether
actual or contingent, including (without limitation) Interest; |
| |
1.1.3 |
“Interest”
means interest at the Default Rate; |
| |
1.1.4 |
“Surety” means
any person (other than the Borrower or the Guarantor) who has given or who may in the
future give to the Banks or to the Agent on their behalf any security, guarantee or
indemnity for or in relation to the Indebtedness. |
| |
1.2 |
All words and expressions defined in the Loan Agreement shall have the same meaning when
used in this Guarantee and Indemnity unless the context otherwise requires and clause 1.2
of the Loan Agreement shall apply to the interpretation of this Guarantee and Indemnity as
if it were set out in full. |
| 2 |
Representations and Warranties |
| |
The
Guarantor represents and warrants to the Agent at the date of this Guarantee and Indemnity
and, by reference to the facts and circumstances then pertaining and for each
representation and warranty other than that contained in Clause 2.6, at each Interest
Payment Date as follows:- |
| |
2.1 |
The Guarantor is a body corporate duly constituted and existing and in good standing under
the law of its country of incorporation with perpetual corporate existence and the power
to ▇▇▇ and be sued, to own its assets, to carry on its business and to enter into this
Guarantee and Indemnity. |
| |
2.2 |
The Guarantor is not insolvent or in liquidation or administration or subject to any other
insolvency procedure, and no receiver, administrative receiver, administrator, liquidator,
trustee or analogous officer has been appointed in respect of the Guarantor or all or any
part of its assets. |
| |
2.3 |
This Guarantee and Indemnity when executed and delivered by the Guarantor will constitute
the legal, valid and binding obligations of the Guarantor enforceable in accordance with
its terms. |
| |
2.4 |
All acts, conditions and things required to be done and satisfied and to have happened
prior to the execution and delivery of this Guarantee and Indemnity in order to constitute
this Guarantee and Indemnity the legal, valid and binding obligations of the Guarantor in
accordance with its terms have been done, satisfied and have happened in compliance with
all applicable laws. |
| |
2.5 |
All (if any) consents, licences, approvals and authorisations of, or registrations with or
declarations to, any governmental authority, bureau or agency which may be required in
connection with the execution, delivery, performance, validity or enforceability of this
Guarantee and Indemnity have been obtained or made and remain in full force and effect and
the Guarantor is not aware of any event or circumstance which could reasonably be expected
adversely to affect the right of the Guarantor to hold and/or obtain renewal of any such
consents, licences, approvals or authorisations. |
| |
2.6 |
The Guarantor is not aware of any material facts or circumstances which have not been
disclosed to the Banks and which might, if disclosed, have adversely affected the decision
of a person considering whether or not to make loan facilities of the nature contemplated
by the Loan Agreement available to the Borrower. |
| |
2.7 |
There is no action, suit, arbitration or administrative proceeding nor any contemplated
action, suit, arbitration or administrative proceeding pending or to its knowledge about
to be pursued before any court, tribunal or governmental or other authority which would,
or would be likely to, have a materially adverse effect on the business, assets, financial
condition or creditworthiness of the Guarantor. |
| |
2.8 |
The execution, delivery and performance of this Guarantee and Indemnity will not
contravene any contractual restriction or any law binding on the Guarantor or the
constitutional documents of the Guarantor, nor result in the creation of, nor oblige the
Guarantor to create, any Encumbrance over all or any of its assets. |
| |
2.9 |
The Guarantor is not required to make any deduction or withholding from any payment which
it may be obliged to make to the Agent under or pursuant to this Guarantee and Indemnity. |
| |
2.10 |
It is not necessary to ensure the legality, validity, enforceability or admissibility in
evidence of this Guarantee and Indemnity that it be filed, recorded or enrolled with any
governmental authority or agency in any country nor stamped with any stamp or similar
transaction tax. |
| |
2.11 |
The
Guarantor is not in breach of or default under any agreement of any sort binding on it
or on all or any part of its assets. |
| 3 |
Guarantee and Indemnity |
| |
In
consideration of the several agreements of the Banks to make the Loan available to the
Borrower, the Guarantor:- |
| |
3.1 |
irrevocably and unconditionally guarantees to the Agent as agent and trustee for the Banks
to discharge the Indebtedness from time to time on first demand, together with Interest on
the amount demanded from the date of first demand until the date of payment, both before
and after judgement; and |
| |
3.2 |
agrees, as a separate and independent obligation, that, if any of the Indebtedness is not
recoverable from the Guarantor under Clause 3.1 for any reason, the Guarantor will be
liable to the Agent as agent and trustee for the Banks as a principal debtor by way of
indemnity for the same amount as that for which the Guarantor would have been liable had
that Indebtedness been recoverable, and agrees to discharge its liability under this
Clause 3.2 from time to time on demand together with Interest on the amount demanded
from the date of demand until the date of payment, both before and after judgement. |
| |
This
Guarantee and Indemnity is a continuing security for the full amount of the Indebtedness
from time to time and shall remain in force notwithstanding the liquidation of the
Borrower or any change in the constitution of the Borrower or of the Agent or any Bank or
the absorption of or amalgamation by the Agent or any Bank in or with any other entity or
the acquisition of all or any part of the assets or undertaking of the Agent or any Bank
by any other entity. |
| 5 |
Preservation of Guarantor's Liability |
| |
5.1 |
Acting in accordance with the provisions of clause 9 of the Loan Agreement, the Agent may
without the Guarantor’s consent and without notice to the Guarantor and without in
any way releasing or reducing the Guarantor’s Liabilities:- |
| |
5.1.1 |
amend,
novate, supplement or replace any of the Borrower's Security Documents; |
| |
5.1.2 |
agree
with the Borrower to increase or reduce the amount of the Loan, or vary the terms and
conditions for its repayment or prepayment (including, without limitation, the rate
and/or method of calculation of interest payable on the Loan); |
| |
5.1.3 |
allow
to the Borrower or to any other person any time or other indulgence; |
| |
5.1.4 |
renew,
vary, release or refrain from enforcing any of the Borrower’s Security Documents or
any other security, guarantee or indemnity which the Agent or the Banks may now or in the
future hold from the Borrower or from any other person; |
| |
5.1.5 |
compound
with the Borrower or any other person; |
| |
5.1.6 |
enter
into, renew, vary or terminate any other agreement or arrangement with the
Borrower or any other person; or |
| |
5.1.7 |
make
any concession to the Borrower or do or omit or neglect to do anything which might, but
for this provision, operate to release or reduce the liability of the Guarantor under
this Guarantee and Indemnity. |
| |
5.2 |
The
liability of the Guarantor under this Guarantee and Indemnity shall not be affected by:- |
| |
5.2.1 |
the
absence of, or any defective, excessive or irregular exercise of, any of the
powers of the Borrower or of any Surety; |
| |
5.2.2 |
any
security given or payment made to the Banks or the Agent by the Borrower or any other
person being avoided or reduced under any law (whether English or foreign) relating to
bankruptcy or insolvency or analogous circumstance in force from time to time; |
| |
5.2.3 |
the
liquidation, administration, receivership or insolvency of the Borrower or Guarantor; |
| |
5.2.4 |
any
other security, guarantee or indemnity now or in the future held by the Banks or the
Agent being defective, void or unenforceable, or the failure of the Banks or the Agent to
take any security, guarantee or indemnity; |
| |
5.2.5 |
any
compromise or arrangement under Part I or Part VII of the Insolvency ▇▇▇ ▇▇▇▇ or section
425 of the Companies ▇▇▇ ▇▇▇▇ or under any (in the opinion of the Agent) analogous
provision of any foreign law; |
| |
5.2.6 |
the
novation of any of the Indebtedness; |
| |
5.2.7 |
anything
which would not have released or reduced the liability of the Guarantor to the Agent had
the liability of the Guarantor under Clause 3.1 been as a principal debtor of the Agent
and not as a guarantor. |
| 6 |
Preservation of Banks’ Rights |
| |
6.1 |
This Guarantee and Indemnity is in addition to any other security, guarantee or indemnity
now or in the future held by the Banks or by the Agent in respect of the Indebtedness,
whether from the Borrower, the Guarantor or any other person, and shall not merge with,
prejudice or be prejudiced by any such security, guarantee or indemnity or any contractual
or legal right of the Banks or of the Agent. |
| |
6.2 |
Any release, settlement, discharge or arrangement relating to the liabilities of the
Guarantor under this Guarantee and Indemnity shall be conditional on no payment, assurance
or security received by the Banks or the Agent in respect of the Indebtedness being
avoided or reduced under any law (whether English or foreign) in force from time to time
relating to bankruptcy, insolvency or any (in the opinion of the Agent acting on the
written instructions of the Majority Banks) analogous circumstance, and, after any such
avoidance or reduction, the Agent shall be entitled to exercise all of its rights, powers,
discretions and remedies under or pursuant to this Guarantee and Indemnity and/or any
other rights, powers, discretions or remedies which it would otherwise have been entitled
to exercise, as if no release, settlement, discharge or arrangement had taken place. |
| |
6.3 |
Following the repayment of the Indebtedness, the Agent shall be entitled to retain any
security which it may hold for the liabilities of the Guarantor under this Guarantee and
Indemnity until the Agent is satisfied in its reasonable discretion that neither it nor
any of the Banks will have to make any payment under any law referred to in Clause 6.2. |
| |
6.4 |
Until
all claims of the Banks and the Agent in respect of the Indebtedness have been
discharged in full:- |
| |
6.4.1 |
the
Guarantor shall not be entitled to participate in any security held or sums received by
the Banks or the Agent in respect of all or any part of the Indebtedness; |
| |
6.4.2 |
the
Guarantor shall not stand in the place of, or be subrogated for, the Banks or the Agent
in respect of any security, nor take any step to enforce any claim against the Borrower
or any Surety (or their respective estates or effects), nor claim or exercise any right
of set off or counterclaim against the Borrower or any Surety, nor make any claim in the
bankruptcy or liquidation of the Borrower or any Surety in respect of any sums paid by
the Guarantor to the Agent or in respect of any sum which includes the proceeds of
realisation of any security at any time held by the Agent in respect of any of the
Guarantor’s Liabilities; and |
| |
6.4.3 |
the
Guarantor shall not take any steps to enforce any claim which it may have against the
Borrower or any Surety without the prior written consent of the Agent, acting on the
written instructions of the Majority Banks, and then only on such terms and subject to
such conditions as the Agent may impose. |
| |
6.5 |
The Guarantor’s Liabilities shall be continuing for all purposes (including Interest)
and every sum of money which may now or in the future be or become due or owing to the
Agent by the Borrower (or which would have become due or owing had it not been for the
bankruptcy, liquidation or insolvency of the Borrower) shall be deemed to continue due and
owing to the Agent by the Borrower until such sum is actually repaid to the Agent,
notwithstanding the bankruptcy, liquidation or insolvency of the Borrower. |
| |
6.6 |
The Agent may, but shall not be obliged to, resort for its own benefit to any other means
of payment at any time and in any order it thinks fit without releasing or reducing the
Guarantor’s Liabilities. |
| |
6.7 |
The Agent may enforce this Guarantee and Indemnity either before or after resorting to any
other means of payment without entitling the Guarantor to any benefit from or share in any
such other means of payment until the expiry of the Facility Period. |
| |
The
Guarantor confirms that it has not taken, and will not take without the prior written
consent of the Agent acting on the written instructions of the Majority Banks (and then
only on such terms and subject to such conditions as the Agent may impose), any security
from the Borrower or from any Surety in connection with this Guarantee and Indemnity, and
any security taken by the Guarantor notwithstanding this Clause shall be held by the
Guarantor in trust for the Agent absolutely as a continuing security for the
Guarantor’s Liabilities. |
| |
The
Guarantor will maintain a Free Liquidity of not less than the greater of seventy five
million Dollars ($75,000,000) and seven point five per cent (7.5%) of the Total Debt of
the Guarantor. |
| |
The Guarantor will deliver to the Agent without request:- |
| |
9.1 |
a
copy of its annual financial statements for each financial year of the Guarantor ending
during the Facility Period, containing (amongst other things) the Guarantor’s
consolidated profit and loss account for, and balance sheet at the end of, each such
financial year, prepared in accordance with GAAP and audited by a firm of chartered
accountants (or equivalent) acceptable to the Agent, in each case within one hundred and
fifty (150) days of the end of the financial year to which they relate; and |
| |
9.2 |
copies
of all financial and other information given by the Guarantor to its shareholders, not
later than seven (7) days after that information is given to its shareholders; and |
| |
9.3 |
all
other information which the Agent, acting on the written instructions of the Majority
Banks, may reasonably require from time to time relating to the financial position of the
Guarantor; and |
| |
9.4 |
on
a quarterly basis, throughout the duration of this Guarantee and Indemnity, a compliance
certificate, signed by an officer of the Guarantor evidencing compliance with the
covenant contained in Clause 8. |
| |
10.1 |
All amounts payable by the Guarantor under or pursuant to this Guarantee and Indemnity
shall be paid to such accounts at such banks as the Agent may from time to time direct to
the Guarantor in the Currency of Account in same day funds for immediate value. Payment
shall be deemed to have been received by the Agent on the date on which the Agent receives
authenticated advice of receipt, unless that advice is received by the Agent on a day
other than a Business Day or at a time of day (whether on a Business Day or not) when the
Agent in its discretion considers that it is impossible or impracticable for the Agent to
utilise the amount received for value that same day, in which event the payment in
question shall be deemed to have been received by the Agent on the Business Day next
following the date of receipt of advice by the Agent. |
| |
10.2 |
All payments to be made by the Guarantor pursuant to this Guarantee and Indemnity shall,
subject only to Clause 10.3, be made free and clear of and without deduction for or on
account of any Taxes or other deductions, withholdings, restrictions, conditions or
counterclaims of any nature, and the Guarantor will not claim any equity in respect of any
payment due from it to the Agent under or in relation to this Guarantee and Indemnity. |
| |
10.3 |
If at any time any law requires (or is interpreted to require) the Guarantor to make any
deduction or withholding from any payment, or to change the rate or manner in which any
required deduction or withholding is made, the Guarantor will promptly notify the Agent
and, simultaneously with making that payment, will pay to the Agent whatever additional
amount (after taking into account any additional Taxes on, or deductions or withholdings
from, or restrictions or conditions on, that additional amount) is necessary to ensure
that, after making the deduction or withholding, the Agent receives a net sum equal to the
sum which it would have received had no deduction or withholding been made. |
| |
10.4 |
If at any time the Guarantor is required by law to make any deduction or withholding from
any payment to be made by it pursuant to this Guarantee and Indemnity, the Guarantor will
pay the amount required to be deducted or withheld to the relevant authority within the
time allowed under the applicable law and will, no later than thirty days after making
that payment, deliver to the Agent an original receipt issued by the relevant authority,
or other evidence acceptable to the Agent, evidencing the payment to that authority of all
amounts required to be deducted or withheld. If the Guarantor makes any deduction or
withholding from any payment under or pursuant to this Guarantee and Indemnity, and a Bank
subsequently receives a refund or allowance from any tax authority which that Bank at its
sole discretion identifies as being referable to that deduction or withholding, the Agent
shall take all reasonable steps to procure that the Bank shall, as soon as reasonably
practicable, pay to the Guarantor an amount equal to the amount of the refund or allowance
received, if and to the extent that it may do so without prejudicing its right to retain
that refund or allowance and without putting itself in any worse financial position than
that in which it would have been had the deduction or withholding not been required to
have been made. Nothing in this Clause shall be interpreted as imposing any obligation on
any Bank unless requested by the Guarantor to apply for any refund or allowance nor as
restricting in any way the manner in which any Bank organises its tax affairs, nor as
imposing on any Bank any obligation to disclose to the Guarantor any information regarding
its tax affairs or tax computations. All costs and expenses incurred by any Bank in
obtaining or seeking to obtain a refund or allowance from any tax authority pursuant to
this Clause shall be for the Guarantor’s account. |
| |
10.5 |
Interest will be payable both before and after judgement on a daily basis and on the basis
of a 360 day year and compounded at such intervals as the Agent shall in its discretion
determine. |
| |
11.1 |
The
Guarantor's liability under this Guarantee and Indemnity is to discharge the
Indebtedness in the Currency of Account. |
| |
11.2 |
If at any time the Agent receives (including by way of set off) any payment by or on
behalf of the Guarantor in a currency other than the Currency of Account, that payment
shall take effect as a payment to the Agent of the amount in the Currency of Account which
the Agent is able to purchase (after deduction of any relevant costs) with the amount of
the payment so received in accordance with its usual practice. |
| |
11.3 |
To the extent that any payment to the Agent (whether by the Guarantor or any other person
and whether under any judgement or court order or otherwise) in a currency other than the
Currency of Account shall on actual conversion into the Currency of Account fall short of
the relevant liability of the Borrower expressed in the Currency of Account then the
Guarantor as a separate and independent obligation will indemnify the Agent against the
shortfall. |
| |
12.1 |
The Guarantor irrevocably authorises the Agent to apply all sums which the Agent may
receive under or in connection with this Guarantee and Indemnity in or towards
satisfaction, or by way of retention on account, of the Indebtedness, in such manner as
the Agent may in its discretion determine. |
| |
12.2 |
The Agent may place any money received by it under or in connection with this Guarantee
and Indemnity to the credit of a suspense account on such terms and subject to such
conditions as the Agent may in its discretion determine for so long as the Agent thinks
fit without any obligation in the meantime to apply that money in or towards discharge of
the Indebtedness, and, despite such payment, the Agent may claim against the Borrower or
any Surety or prove in the bankruptcy, liquidation or insolvency of the Borrower or any
Surety for the whole of the Indebtedness at the date of the Agent’s demand for
payment pursuant to this Guarantee and Indemnity, together with Interest and all
commission, charges and expenses accruing subsequently. |
| |
The
provisions of clause 16 of the Loan Agreement shall (mutatis mutandis) apply to this
Guarantee and Indemnity as if it were set out in full with references to this Guarantee
and Indemnity substituted for references to the Loan Agreement, and as if references in
that clause to the Borrower were references to the Guarantor. |
| |
14.1 |
This
Guarantee and Indemnity shall in all respects be governed by and interpreted in
accordance with English law. |
| |
14.2 |
For the exclusive benefit of the Agent, the Guarantor irrevocably agrees that the courts
of England are to have jurisdiction to settle any disputes which may arise out of or in
connection with this Guarantee and Indemnity and that any Proceedings may be brought in
those courts. |
| |
14.3 |
Nothing contained in this Clause shall limit the right of the Agent to commence any
Proceedings against the Guarantor in any other court of competent jurisdiction nor shall
the commencement of any Proceedings against the Guarantor in one or more jurisdictions
preclude the commencement of any Proceedings in any other jurisdiction, whether
concurrently or not. |
| |
14.4 |
The Guarantor irrevocably waives any objection which it may now or in the future have to
the laying of the venue of any Proceedings in any court referred to in this Clause and any
claim that those Proceedings have been brought in an inconvenient or inappropriate forum,
and irrevocably agrees that a judgement in any Proceedings commenced in any such court
shall be conclusive and binding on it and may be enforced in the courts of any other
jurisdiction. |
| |
14.5 |
Without prejudice to the right of the Agent to use any other method of service permitted
by law, the Guarantor irrevocably agrees that any writ, notice, judgement or other legal
process shall be sufficiently served on it if addressed to the Guarantor and left at or
sent by post to the Address for Service, and in that event shall be conclusively deemed to
have been served at the time of leaving or, if posted, at 9.00 a.m. on the Business Day
after posting by prepaid first class post. |
| |
15.1 |
The Guarantor agrees that it is, and will throughout the Facility Period remain, a
principal debtor in respect of the Guarantor’s Liabilities and not a surety for any
Surety. |
| |
15.2 |
No failure or delay on the part of the Agent in exercising any right, power, discretion or
remedy under or pursuant to this Guarantee and Indemnity nor any actual or alleged course
of dealing between the Agent or any of the Banks and the Guarantor shall operate as a
waiver of, or acquiescence in, any default on the part of the Guarantor, unless expressly
agreed to do so in writing by the Agent, nor shall any single or partial exercise by the
Agent of any right, power, discretion or remedy preclude any other or further exercise of
that right, power, discretion or remedy or the exercise by the Agent of any other right,
power, discretion or remedy. |
| |
15.3 |
If at any time any provision of this Guarantee and Indemnity is invalid, illegal or
unenforceable in any respect that provision shall be severed from the remainder and the
validity, legality and enforceability of the remaining provisions shall not be affected or
impaired in any way. |
| |
15.4 |
This Guarantee and Indemnity shall be binding on the Guarantor and on its successors and
permitted assignees and transferees, and shall inure to the benefit of the Agent and the
Banks and their respective successors, transferees and assignees. The Guarantor may not
assign nor transfer any of its rights (if any) or obligations under or pursuant to this
Guarantee and Indemnity without the prior written consent of the Banks. |
| |
15.5 |
If any provision of this Guarantee and Indemnity shall be invalid or unenforceable in
whole or in part by reason of any present or future law or any decision of any court, or
if the documents at any time held by the Agent are considered by the Agent for any reason
insufficient to carry out the terms of this Guarantee and Indemnity, then from time to
time the Guarantor will promptly, on demand by the Agent, execute or procure the execution
of such further documents as in the opinion of the Agent are necessary to provide an
adequate guarantee and indemnity for the repayment of the Indebtedness. |
| |
15.6 |
Any certificate or statement signed by an authorised signatory of the Agent purporting to
show the amount of the Indebtedness or of the Guarantor’s Liabilities (or any part of
any of them) or any other amount referred to in any of the Security Documents shall, save
for manifest error or on any question of law, be conclusive evidence as against the
Guarantor of that amount. |
| |
15.7 |
The representations and warranties on the part of the Guarantor contained in this
Guarantee and Indemnity shall survive the execution of this Guarantee and Indemnity. |
| |
15.8 |
This Guarantee and Indemnity may be executed in any number of counterparts each of which
shall be original but which shall together constitute the same instrument. |
| |
15.9 |
This Guarantee and Indemnity constitutes the entire agreement between the Agent, the Banks
and the Guarantor in relation to its subject matter, and no amendment or variation of the
terms of this Guarantee and Indemnity shall be valid unless in writing and signed on
behalf of the Guarantor and the Agent. |
| |
15.10 |
The Agent and the Banks may continue the account(s) of the Borrower or open one or more
new accounts for the Borrower notwithstanding demand under this Guarantee and Indemnity,
and the Guarantor’s liability at the date of demand shall not be released or affected
by any subsequent payment into or out of any of the Borrower’s accounts with the
Agent or any of the Banks. |
IN WITNESS of which the
Guarantor has executed and delivered this Guarantee and Indemnity as a deed the day and
year first before written.
|
|
| SIGNED and DELIVERED as a |
) |
| deed by |
) |
| the duly authorised Chief Financial Officer |
) |
| for and on behalf of |
) |
| TEEKAY SHIPPING CORPORATION |
) |
| in the presence of:- |
) |
DATED
2003
— to —
DEN NORSKE BANK ASA
___________________________________
GUARANTEE AND INDEMNITY
___________________________________
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇’▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Ref: 819
CONTENTS
|
|
Page |
| |
| 1 |
|
Definitions and Interpretation |
|
2 |
|
| |
| 2 |
|
Representations and Warranties | |
2 |
|
| |
| 3 |
|
Guarantee and Indemnity | |
4 |
|
| |
| 4 |
|
Continuing Security | |
5 |
|
| |
| 5 |
|
Preservation of Guarantor's Liability | |
5 |
|
| |
| 6 |
|
Preservation of Banks' Rights | |
6 |
|
| |
| 7 |
|
Other Security | |
8 |
|
| |
| 8 |
|
Covenants | |
8 |
|
| |
| 9 |
|
Financial Information | |
8 |
|
| |
| 10 |
|
Payments | |
9 |
|
| |
| 11 |
|
Currency | |
11 |
|
| |
| 12 |
|
Appropriation | |
11 |
|
| |
| 13 |
|
Communications | |
12 |
|
| |
| 14 |
|
Law and Jurisdiction | |
12 |
|
| |
| 15 |
|
Miscellaneous | |
13 |
|
| |