Amendment No. 1 to Senior Secured Credit Facility Agreement

Contract Categories: Business Finance - Credit Agreements
EX-10.12 8 h58795exv10w12.htm AMENDMENT NO. 1 TO SENIOR SECURED CREDIT FACILITY AGREEMENT exv10w12
Exhibit 10.12
 
 
AMENDMENT NO. 1 TO
CREDIT FACILITY AGREEMENT
dated December 28, 2005
PROVIDING FOR A
US$170,000,000
SENIOR SECURED CREDIT FACILITY
by and among
RIGDON MARINE CORPORATION,
as Borrower,
DVB BANK NV,
as Underwriter, Arranger, Agent, Security Trustee, Swap Bank and Book Manager
and the Banks and Financial Institutions
identified on Schedule 1, as Lenders
 
 
As of February 28 , 2006

 


 

AMENDMENT NO. 1 TO CREDIT FACILITY AGREEMENT
     This AMENDMENT NO. 1 (“this Amendment”) is dated as of February 28, 2006 and amends and is supplemental to that certain senior secured credit facility agreement (the “Credit Facility Agreement”), dated as of the 28 day of December, 2005, by and among (1) RIGDON MARINE CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), (2) the banks and financial institutions listed on Schedule 1 thereto, as lenders (together with any bank or financial institution which becomes a Lender pursuant to Article 10, the “Lenders”), and (3) DVB BANK NV, (“DVB”), as underwriter, arranger, swap bank, book manager, facility agent for the Lenders (in such capacity, the “Facility Agent”) and security trustee for the Lenders ( in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Credit Facility Agreement.
WITNESSETH:
     WHEREAS, the parties hereto agree that the definition of “LIBOR” set forth in Credit Facility Agreement should be amended to conform with the use of the term Interest Rate Agreement entered into between DVB, as swap bank, and the Borrower;
     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:
     1. Amendment. The definition of “LIBOR” set forth in the Credit Facility Agreement is hereby amended by replacing it in its entirety with the following language:
     “LIBOR” means the rate for deposits of Dollars for a period equivalent to the relevant Interest Period at or about 11:00 a.m. (London time) on the second London Banking Day before the first day of such period as displayed on Telerate page 3750 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated August 1985)), provided that if on such date no such rate is so displayed for the relevant Interest Period, LIBOR for such period shall be the arithmetic mean (rounded upward if necessary to four decimal places) of the rate offered by DVB for deposits of Dollars in an amount approximately equal to the amount in relation to which LIBOR is to be determined for a period equivalent to the relevant Interest Period to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the second Banking Day before the first day of such period;”
     2. No Other Amendment. All other terms and conditions of the Credit Facility Agreement shall remain in full force and effect.

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     3. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
     4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
     5. Other Documents. All references in documents related to the Credit Facility Agreement on and after the date hereof shall be deemed to refer to the Credit Facility Agreement as amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Facility Agreement, as amended hereby, is in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY OMITTED]

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     IN WITNESS WHEREOF, the parties hereto have caused this agreement of amendment to be executed and delivered by their duly authorized officers as of the date first above written.
         
  RIGDON MARINE CORPORATION
 
 
  By:    /s/ Larry T. Rigdon  
    Name:   Larry T. Rigdon   
    Title:   Chairman   
 
  DVB BANK NV,
as Facility Agent and Security Trustee
 
 
  By:    /s/ Cornelis Overgaaun  
    Name:   Cornelis Overgaaun   
    Title:   S.V.P.  
 
     
  By:    /s/ Evan Cohen  
    Name:   Evan Cohen   
    Title:   S.V.P.   
 
  DVB BANK AG,
as Swap Bank
 
 
  By:    /s/ Cornelis Overgaaun  
    Name:   Cornelis Overgaaun   
    Title:   S.V.P.   
 
     
  By:    /s/ Evan Cohen  
    Name:   Evan Cohen   
    Title:   S.V.P.   
 
  DVB BANK NV,
as Lender
 
 
  By:    /s/ Cornelis Overgaaun  
    Name:   Cornelis Overgaaun   
    Title:   S.V.P.   
 
     
  By:    /s/ Evan Cohen  
    Name:   Evan Cohen   
    Title:   S.V.P.   

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  NIBC BANK N.V., as Lender
 
 
  By:   /s/ Dirk Kaper   
    Name:   Dirk Kaper   
    Title:   Associate Director   
 
     
  By:   /s/ Halbart Völker   
    Name:   Halbart Völker   
    Title:   Managing Director   
 
  THE GOVERNOR AND COMPANY OF THE
BANK OF SCOTLAND, as Lender
 
 
  By:   /s/ Alan Boothby   
    Name:   Alan Boothby   
    Title:   Director, Marine Finance   
 
  BAYERISCHE HYPO-UND VEREINSBANK
AKTIENGESELLSCHAFT, as Lender
 
 
  By:   /s/ Stephen Somitsch   
    Name:   Stephen Somitsch   
    Title:   Vice President   
 
     
  By:   /s/ Peter Grotheer-Isecke   
    Name:   Peter Grotheer-Isecke   
    Title:   Credit Analyst   
 
  DVB BANK NV, as Lender
 
 
  By:   /s/ Cornelis Overgaauw   
    Name:   Cornelis Overgaauw   
    Title:   S.V.P.   
 
     
  By:   /s/ Evan Cohen   
    Name:   Evan Cohen   
    Title:   S.V.P.   

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