SUPPLEMENT NO.1 TO $1BN FACILITY AGREEMENT DATED 8 DECEMBER 2004
STENA INTERNATIONAL B.V.
World Trade Centre
Amsterdam Airport
Xxxxxxxx Xxxxxxxxx 000
0000 XX Xxxxxxxx Airport
The Netherlands
("SIBV")
STENA (SWITZERLAND) AG
Xxxxxxxxxxxx
XX-0000 Zug
Switzerland
("SSAG")
STENA AB (PUBL.)
Masthuggskajen
X-000 00 Xxxxxxxx
Xxxxxx
(the "GUARANTOR")
2005
Dear Sirs
US$1,000,000,000 REVOLVING CREDIT FACILITY
This Letter is supplemental to the $1,000,000,000 revolving loan and guarantee
facility agreement dated 8 December 2004 (the "FACILITY AGREEMENT") made between
(1) SIBV and SSAG as borrowers (the "BORROWERS"), (2) Citigroup Global Markets
Ltd., DnB NOR Bank ASA, HSBC Bank plc, X. X. Xxxxxx plc, Nordea Bank AB (publ)
("NORDEA") and Svenska Handelsbanken AB (publ) ("SHB") as Co-Arrangers, (3) the
banks and financial institutions set out in Schedule 1 thereto as Banks, (4)
Nordea and JPMorgan Chase Bank as Issuing Banks, (5) SHB as Standby Lender, (6)
SHB as Agent, (7) SHB as Security Agent and (8) the Guarantor.
WHEREAS
The Borrowers and the Guarantor have requested that the financial covenants
contained in Clause 14.13 of the Facility Agreement be amended on the terms set
out below.
NOW IT IS HEREBY AGREED:-
1. The provisions of the Facility Agreement shall be amended with effect
from the date of this Supplemental Letter as follows:-
1.1 the wording of Clause 14.13 of the Facility Agreement shall be
amended to read as set out in Schedule 1 hereto; and
1.2 the wording of Schedule 10 to the Facility Agreement (Form of
Compliance Certificate) shall be amended to read as set out in
Schedule 2 hereto.
2. References in the Facility Agreement to "this Agreement" and references
in each of the Security Documents to the "Facility Agreement" shall be
construed as references to the Facility Agreement as amended by this
Supplemental Letter and shall be deemed to include
this Supplemental Letter and the obligations of the Borrowers
hereunder. This Supplemental Letter shall be deemed to constitute a
Security Document.
3. Unless the context otherwise requires, words and expressions used
herein shall have the meanings given to them in the Facility Agreement.
4. This Letter is issued to you on the basis that it shall be governed by,
and construed in accordance with, English law. The provisions of Clause
27.2 of the Facility Agreement shall apply to this Letter as if such
clause were set out herein in full and references therein to "this
Agreement " were references to this Letter.
5. This Letter is executed by us in our capacity as Agent for and on
behalf of the Co-Arrangers, the Banks, the Issuing Banks, the Standby
Lender and the Security Agent and confirms the agreement of such
parties to the amendments contained in Clause 1 above.
Please confirm your agreement to the foregoing by signing and returning to us a
copy of this Letter.
Yours faithfully,
SVENSKA HANDELSBANKEN AB (PUBL)
By:
Title:
Agreed and accepted this day of 2005
STENA INTERNATIONAL B.V.
By:
Title:
STENA (SWITZERLAND) AG
By:
Title:
STENA AB (PUBL.)
By:
Title:
SCHEDULE 1
14.13 FINANCIAL COVENANTS
(A) Stena AB and the Borrowers will procure that:-
(i) the aggregate of (i) the Consolidated Current Assets
and (ii) Available Facilities shall be not less than
one hundred and twenty five per cent (125%) of the
Consolidated Current Liabilities; and
(ii) the aggregate of (i) Consolidated Liquid Assets and
(ii) Available Facilities shall be not less than
$50,000,000 (provided that Consolidated Liquid Assets
expressed or denominated in a currency other than
Dollars shall be converted into Dollars by reference
to the rate of exchange used for conversion of such
currency in the consolidation of the relevant
consolidated balance sheets or, if the relevant
currency was not thereby involved, by reference to
the rate of exchange or approximate rate of exchange
ruling on such date and determined on such basis as
Stena AB's auditors may determine or approve); and
(iii) the Net Debt shall be no greater than sixty five per
cent (65%) of the Capitalisation.
(B) The requirements contained in this Clause 14.13 as to the
financial condition of the Restricted Group shall be tested on
the Availability Date by reference to the most recently
published unaudited financial statements of the Stena AB Group
and thereafter quarterly as at 31 March, 30 June, 30 September
and 31 December in each year in each case by reference to the
unaudited financial statements delivered to the Agent pursuant
to Clause 14.2(B) or (as the case may be) the Officer's
Certificate delivered pursuant to Clause 14.2(F) provided
however that no breach shall be deemed to have arisen under
this Clause 14.13 unless and until Stena AB shall, within ten
(10) Banking Days following receipt by the Stena AB of written
notification from the Agent that a shortfall has occurred
under this Clause 14.13, have failed to satisfy the Agent that
such shortfall has been eliminated.
(C) For the purposes of this Clause 14.13, accounting terms are
used and shall be construed in accordance with Swedish GAAP
but so that:-
"AVAILABLE FACILITIES" means, at any relevant time, the
undrawn amount of any committed loan or overdraft facilities
(including the facilities provided under this Agreement) which
are made available to one or more members of the Restricted
Group at the date of such financial statements and which have
a scheduled maturity date falling more than six (6) months
after such date;
"CAPITALISATION" means, as at the date of computation, the sum
of (a) the Net Debt on such date plus (b) the Restricted
Group's total stockholders' equity and deferred taxation on
such date (as determined on a consolidated basis in accordance
with Swedish GAAP);
"CONSOLIDATED CURRENT ASSETS" means the aggregate at the date
of computation of the consolidated stocks, assets held for
sale, receivables and prepayments, intercompany receivables,
securities, cash at banks and in hand and other current assets
(as determined on a consolidated basis in accordance with
Swedish GAAP) of the Restricted Group;
"CONSOLIDATED CURRENT LIABILITIES" means the aggregate at the
date of computation of intercompany payables and other current
liabilities (as determined on a consolidated basis in
accordance with Swedish GAAP) of the Restricted Group;
"CONSOLIDATED LIQUID ASSETS" means the aggregate of:-
(a) the Cash Assets of the Restricted Group; and
(b) the market value of shares or other marketable debt
or equity securities held by members of the
Restricted Group which are quoted on any recognised
stock exchange or over the counter or similar market
in any member of the European Union or European
Economic Area, U.S.A, Canada, Hong Kong, Tokyo,
Singapore or as otherwise approved by the Agent and
other marketable securities having a rating no less
than BBB - from Standard & Poor's Corporation or
Xxxxx'x Investors Service Inc or other rating agency
which the Agent accepts to be of equivalent standing;
"NET DEBT" means the aggregate at the date of computation of
the outstanding principal amount of all bank debt, senior
notes and capitalised lease obligations of the Restricted
Group less the aggregate at such date of the Restricted
Group's cash and cash equivalents, short term investments and
marketable securities (as determined on a consolidated basis
in accordance with Swedish GAAP).
SCHEDULE 2
FORM OF COMPLIANCE CERTIFICATE
OFFICER'S CERTIFICATE ISSUED PURSUANT TO A
$1,000,000,000 FACILITY AGREEMENT DATED 8 DECEMBER 2004
(THE "FACILITY AGREEMENT")
I, [o], the [Chief Financial Officer/DESCRIBE OFFICE] of Stena AB (publ.),
hereby certify that:-
1. Attached hereto is a statement of the respective amounts of:-
o Available Facilities
o Capitalisation
o Consolidated Liquid Assets
o Consolidated Current Assets
o Consolidated Current Liabilities
o Net Debt
as at 31 December [20o] (the "REFERENCE DATE"), determined in
accordance with Clause 14.13 of the Facility Agreement.
2. As at the Reference Date:-
(A) the aggregate amount of the Consolidated Current Assets and
Available Facilities (SEK[o]) was equal to [o]% of the amount
of the Consolidated Current Liabilities (SEK[o])
REQUIREMENT: AGGREGATE OF (I) CONSOLIDATED CURRENT ASSETS AND
(II) AVAILABLE FACILITIES TO BE NOT LESS THAN 125% OF THE
AMOUNT OF THE CONSOLIDATED CURRENT LIABILITIES
SATISFIED: YES/NO
(B) the aggregate amount of the Consolidated Liquid Assets and
Available Facilities was $[o]
REQUIREMENT: AGGREGATE OF THE CONSOLIDATED LIQUID ASSETS AND
AVAILABLE FACILITIES TO BE NOT LESS THAN $50,000,000
SATISFIED: YES/NO
(C) the Net Debt (SEK[o]) was equal to [o]% of the Capitalisation
(SEK[o])
REQUIREMENT: NET DEBT TO BE NO GREATER THAN 65% OF THE
CAPITALISATION
SATISFIED: YES/NO
3. To the best of our knowledge, Stena AB is not in default in the
performance and observance of any of the terms, provisions and
conditions of Clause 14.7 of the Facility Agreement.
Terms used herein and not otherwise defined herein shall have the meanings set
forth in the Facility Agreement. This certificate is rendered pursuant to Clause
14.2(F) of the Facility Agreement.
IN WITNESS WHEREOF, the undersigned has set his hand this o day of o [20o].
STENA AB (PUBL.)
By:
...................................................
[Chief Financial Officer/INSERT OFFICE]
