Exhibit 4.6
THOMMESSEN
ADDENDUM NO. 1
to
USD 300,000,000
REVOLVING CREDIT FACILITY AGREEMENT
for
Nordic American Tanker Shipping Limited
as Borrower provided by
The Financial Institutions
listed in Schedule 1
as Lenders
with
DnB NOR Bank ASA
as Mandated Lead Arranger
and
DnB NOR Bank ASA
as Agent
THIS ADDENDUM NO. 1 (the "Addendum") is dated 21, September 2006 and made
between:
(1) Nordic American Tanker Shipping Limited, of LOM Building, 27 ▇▇▇▇ Street,
▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda, as borrower (the "Borrower");
(2) The banks and financial institutions listed in Schedule 2, as original
lenders (together, the "Lenders");
(3) DnB NOR Bank ASA of ▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, organisation number
984 851 006, as mandated lead arranger (the "Arranger"); and
(4) DnB NOR Bank ASA of ▇▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, organisation number
984 851 006, as facility agent (the "Agent").
WHEREAS:
(A) This Addendum is supplemental to the USD 300,000,000 Revolving Credit
Facility Agreement dated 14 September 2005 (the "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
300,000,000;
(B) The Borrower has requested and the Lenders have agreed to increase the
amount of the Total Commitment from USD 300,000,000 to USD 500,000,000; and
(C) the Parties have agreed to amend certain of the provisions of the Agreement
as set out in this Addendum.
NOW IT IS HEREBY AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Defined expressions
In this Addendum:
"Effective Date" means 2 October 2006 (or such later date as approved by the
Agent (on behalf of the Finance Parties)).
In addition, words and expressions defined in the Agreement shall unless the
context otherwise requires or unless otherwise defined herein, have the same
meaning when used in this Addendum (including the recitals).
1.2 References to this Agreement
References in the Agreement to "this Agreement" shall, with effect from the date
hereof be references to the Agreement as amended by this Addendum.
1.3 Construction
In this Addendum, unless the context otherwise requires:
a) words denoting the singular number shall include the plural and vice
versa;
b) references to Clauses and Schedules are references, respectively, to
the Clauses and Schedules of this Addendum;
c) 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
d) clause headings are inserted for convenience of reference only and
shall be ignored in the interpretation of this Addendum.
2 CONDITIONS PRECEDENT
The provisions of Clause 3 (Amendments to the Agreement) shall be effective only
if, not later than 10:00 hours (Oslo time) three (3) Business Days before the
Effective Date, the Agent has received all the documents and other evidence
listed in Schedule i (Conditions Precedent) in form and substance satisfactory
to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon
being so satisfied.
3 AMENDMENTS TO THE AGREEMENT
3.1 General
The Agreement shall, with effect from the Effective Date be (and is hereby)
amended and restated as follows and will continue to be binding upon each of the
Parties thereto in accordance with its terms as so amended.
3.2 Amendments to Clause 1.1 (Definitions) of the Agreement
(i) The definitions of the following terms in Clause 1.1 (Definitions) of
the Agreement shall be deleted and replaced with the following
definitions:
""Existing Vessels" means:
a) MT "Nordic Hawk o, a 151,458 dwt suezmax vessel built In 1997
with IMO number 9131149 owned by and registered in the name of
the Borrower in the Bahamas Ship Registry;
b) MT "Nordic Hunter' a 151,458 dwt suezmax vessel built In 1997
with IMO number 9131151 owned by and registered in the name of
the Borrower In the Bahamas Ship Registry;
c) MT "Gulf Scandic", a 151,458 dwt suezmax vessel built in 1997
with IMO number 9131137, owned by and registered In the name of
the Borrower in the Isle of Man Ship Registry;
d) MT "Nordic Fighter", a 153,181 dwt suezmax vessel built In 1998
with IMO number 9157715, owned by and registered In the name of
the Borrower in the Norwegian International Ship Registry;
e) MT "Nordic Freedom". a 159,500 dwt suezmax vessel built in 2005
with IMO number 9288887 owned by and registered In the name of
the Borrower in the Bahamas Ship Registry;
f) MT "Nordic Voyager", a 149,591 dwt suezmax vessel built in 1997
with IMO number 9102930 owned by and registered in the name of
the Borrower in the Norwegian International Ship Registry;
g) MT "Nordic Discovery'. a 153,181 dwt suezmax vessel built in 1998
with IMO number 9157727 owned by and registered in the name of
the Borrower in the Norwegian International Ship Registry;
h) MT "Nordic Saturn, a 157,332 dwt suezmax vessel built in 1998
with IMO number 9167198 owned by and registered in the name of
the Borrower in the ▇▇▇▇▇▇▇▇ Islands Ship Registry; and
i) MT "Nordic Jupiter", a 157,332 dtw suezmax vessel built in 1998
with IMO number9160201 owned by and registered in the name of the
Borrower In the ▇▇▇▇▇▇▇▇ Islands Ship Registry.
"New Vessels" means (1) any modem crude oil aframax tanker and/or
suezmax tanker all of double hull and not to be build before 1996 and
(ii) such other double hull crude oil tanker vessels as shall be
approved from time to time by all of the Lenders, purchased by the
Borrower after the date of this Agreement and which has been approved
by the Lenders to be entered into the Security Pool (such approval not
to be unreasonably withheld).
"Total Commitments" means the aggregate of the Lenders' Commitments,
being USD 500,000,000 at the Effective Date."
(ii) The following new definitions shall be inserted in Clause 1.1
(Definitions) of the Agreement:
"Effective Date" means 2 October 2006 or such later date as approved
by the Agent (on behalf of the Finance Parties)."
3.3 Amendments to Schedule 1 (Lenders and commitments) of the Agreement
Schedule 1 (Lenders and commitments) to the Agreement shall be deleted and
replaced in its entirety by Schedule 2 to this Addendum.
3.4 Amendment to Schedule 3 (Form of Drawdown Notice), Schedule 4 (Form of
Compliance Certificate), Schedule 5 (Form of Transfer Certificate)
The heading in Schedule 3 (Form of Drawdown Notice), Schedule 4 (Form of
Compliance Certificate) and Schedule 5 (Form of Transfer Certificate) shall be
amended to read as follows:
"Nordic American Tanker Shipping Limited - USD 500,000,000 Revolving
Credit Facility Agreement dated 14 September 2005 (as amended) (the
"Agreement").
4 AMENDMENTS TO THE SECURITY DOCUMENTS
The Security Documents shall be amended (in such form as approved by the Agent
(on behalf of the Lenders)) and/or new Security Documents shall be issued to
ensure that the increased amount of the Total Commitments shall be secured under
such Security Documents.
5 FEES
5.1 Participation fee
The Borrower shall pay a participation fee of 0.25% on the increase in the
amount of the Total Commitments (being USD 200,000,000) to the Agent (for
distribution to the Lenders), payable at the date of this Addendum.
5.2 Other fees
The Borrower shall pay such other fees in the amount and at the times as agreed
in the Fee Letter.
6 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.
7 GOVERNING LAW AND ENFORCEMENT
7.1 Governing law
This Addendum shall be governed by Norwegian law.
7.2 Jurisdiction
a) 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 tlngrett).
b) Nothing In this Clause 7.2 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.
7.3 Service of process
Without prejudice to any other mode of service, the Borrower:
a) 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
b) agrees that failure by Its process agent to notify It of the process
will not invalidate the proceedings concerned.
SCHEDULE 1
CONDITIONS PRECEDENT
1 CORPORATE DOCUMENTS - BORROWER
a) 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 Agreement, are still in full force and
effect and no amendments have been made thereto;
b) Updated Good Standing Certificate;
c) 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
d) Power of Attorney (notarised and legalised if requested by the Agent).
2 AUTHORISATIONS
a) 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.
3 FINANCE DOCUMENTS
a) The Addendum.
b) Amendments to the Mortgages for the Existing Vessels (save for "Gulf
Scandic"), "Nordic Saturn" and "Nordic Jupiter";
c) Mortgage In respect of "Gulf Scandic"; and
d) Amendment to the Assignment Agreement.
4 MISCELLANEOUS
a) Evidence that all fees referred to in 4 (Fees) have or will be paid on its
due date;
b) 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;
c) 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;
d) The letter regarding effective interest duly counter-signed by the
Borrower; and
e) Any other documents as reasonably requested by the Agent.
5 LEGAL OPINIONS
a) A legal opinion as regards Bermuda law matters issued by ▇▇▇▇▇▇▇ Spurting &
Hunter;
b) A legal opinion as regards Norwegian law matters Issued by Thommessen
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ AS;
c) A legal opinion as regards ▇▇▇▇▇▇▇▇ Islands law matters issued by Holland &
Knight LLP;
d) A legal opinion as regards Bahamas law matters issued by ▇▇▇▇▇ & ▇▇▇▇▇▇▇;
and
e) A legal opinion as regards Isle of Man law matters issued by ▇▇▇▇▇▇▇▇▇
Cruinckshank.
SCHEDULE 2
LENDERS AND COMMITMENTS
Lender: Commitment %
--------------------- --------------- -------
DnB NOR Bank ASA USD 125,000,000 25.00%
Nordea Bank Norge ASA USD 125,000,000 25.00%
Fokus Bank ASA USD 125,000,000 25.00%
Scotiabank Europe PLC USD 125,000,000 25.00%
Total: USD 500,000,000 100.00%
SIGNATORIES
Borrower:
Nordic American Tanker Shipping Limited
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CFO
Lenders:
DnB NOR Bank ASA
By: /s/ Siri Wennevik
----------------------
Name: Siri Wennevik
Title: Attorney-in-Fact
Nordea Bank Norge ASA
By: /s/ Siri Wennevik
----------------------
Name: Siri Wennevik
Title: Attorney-in-Fact
Fokus Bank ASA
By: /s/ Siri Wennevik
----------------------
Name: Siri Wennevik
Title: Attorney-in-Fact
Scotiabank Europe PLC
By: /s/ Siri Wennevik
----------------------
Name: Siri Wennevik
Title: Attorney-in-Fact
Agent:
DnB NOR Bank ASA
By: /s/ Siri Wennevik
----------------------
Name: Siri Wennevik
Title: Attorney-in-Fact
Arranger:
DnB NOR Bank ASA
By: /s/ Siri Wennevik
----------------------
Name: Siri Wennevik
Title: Attorney-in-Fact
