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[GRAPHIC OMITTED]
Execution copy
16 NOVEMBER 2004
Sea CONTAINERS BRITISH ISLES LIMITED
as Borrower
sea containers ltd.
and others
as Guarantors
with
CITIBANK INTERNATIONAL PLC
acting as Agent
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amendment agreement
relating to a Revolving facilitY agreement
dated 10 june 2003
as amended and restated on 22 december 2003 and on 2 july 2004
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THIS AGREEMENT is dated 16 November 2004 and made between:
(1) SEA CONTAINERS BRITISH ISLES LIMITED (the "Borrower");
(2) THE GUARANTORS (as defined in the Original Facility Agreement);
(3) CITIGROUP GLOBAL MARKETS LIMITED and THE GOVERNOR AND COMPANY OF THE BANK
OF SCOTLAND (the "Mandated Lead Arrangers");
(4) CITIBANK, N.A. and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as the
existing Lenders (the "Existing Lenders");
(5) NORDEA BANK DANMARK A/S and NORDEA BANK FINLAND PLC, LONDON BRANCH as the
new Lenders (the "New Lenders");
(6) CITIBANK INTERNATIONAL PLC as agent of the other Finance Parties (the
"Agent"); and
(7) CITICORP TRUSTEE COMPANY LIMITED as security trustee for the Secured
Parties (the "Trustee").
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions In this Agreement:
"Amended Agreement" means the Original Facility Agreement, as amended by
this Agreement.
"Effective Date" means (i) 18 November 2004 provided that on or prior to
that date the Agent confirms to the Lenders and the Borrower that it has
received each of the documents listed in Schedule 1 (Conditions Precedent)
in a form and substance satisfactory to the Agent or (ii) any later date on
which the Agent confirms to the Lenders and the Borrower that it has
received each of the documents listed in Schedule 1 (Conditions Precedent)
in a form and substance satisfactory to the Agent provided that such later
date is the last day of an Interest Period.
"Original Facility Agreement" means the Facility Agreement dated 10 June
2003 as amended and restated on 22 December 2003 and on 2 July 2004 entered
into by Sea Containers British Isles Limited, Citigroup Global Markets
Limited, Fortis Bank SA/NV and the Governor and Company of the Bank of
Scotland as arrangers and with Citibank International PLC as agent and
Citicorp Trustee Company Limited as trustee, as amended from time to time
prior to the date of this Agreement.
1.2 Incorporation of Defined Terms
(a) Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any
Finance Document has the same meaning in that Finance Document or
notice as in this Agreement.
(b) The principles of construction set out in the Original Facility Agreement
shall have effect as if set out in this Agreement.
1.3 Clauses
(a) In this Agreement any reference to a "Clause" or "Schedule" is, unless
the context otherwise requires, a reference to a Clause or Schedule of
this Agreement.
(b) Clause and Schedule headings are for ease of reference only.
2. NOVATION
2.1 Novation of commitments
On the Effective Date (regardless of whether a Default has occurred and is
continuing) Citibank, N.A. will transfer by novation certain of its rights,
benefits and obligations under the Original Facility Agreement to the New
Lenders as if Citibank, N.A. has done so pursuant to a Transfer
Certificate, so that:
(a) the New Lenders will become Lenders under the Amended Agreement with a
Commitment as set out in the relevant column opposite their names in
paragraph 2 of Schedule 2 (Amendments to Original Facility Agreement),
which is the result of (i) the transfer by Citibank, N.A. to the New
Lenders and (ii) an increase of the Facility made available by the New
Lenders; and (b) Citibank, N.A.'s Commitment shall be reduced to the
respective amount set out opposite its name in the relevant column in
paragraph 2 of Schedule 2 (Amendments to Original Facility Agreement).
2.2 Transfer The novation set out in Clause 2.1 (Novation of
commitments) shall take effect on the Effective Date so that: (a) to
the extent that in Clause 2.1 (Novation of commitments) Citibank, N.A.
seeks to transfer by novation certain of its rights and obligations
under the Original Facility Agreement each of the Obligors and
Citibank, N.A. shall be released from further obligations towards one
another under the Original Facility Agreement and their respective
rights against one another shall be cancelled (being the "Discharged
Rights and Obligations");
(b) each of the Obligors and the New Lenders shall assume obligations
towards one another and/or acquire rights against one another which
differ from the Discharged Rights and Obligations only insofar as that
Obligor and the New Lenders have assumed and/or acquired the same in
place of that Obligor and Citibank, N.A.;
(c) the Agent, the Mandated Lead Arrangers, the New Lenders and the
Existing Lenders shall acquire the same rights and assume the same
obligations between themselves as they would have acquired and assumed
had the New Lenders been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the transfer and
to that extent the Agent, the Mandated Lead Arrangers and Citibank,
N.A. shall each be released from further obligations to each other
under this Agreement; and
(d) the New Lenders shall become a Party as "Lenders".
2.3 Amounts due on or before the Effective Date
Any amounts payable to the Existing Lenders by the Obligors on or before
the Effective Date (including, without limitation, all interest, fees and
commission payable on the Effective Date) in respect of any period ending
on or prior to the Effective Date shall be for the account of the Original
Lenders and the New Lenders shall not have any interest in, or any rights
in respect of, any such amount.
2.4 Own responsibility and exclusion of liability
(a) The New Lenders confirm that they have received a copy of the Original
Facility Agreement together with such other information as it has
required in connection with this transaction; (b) Unless expressly
agreed to the contrary, each Existing Lender makes no representation
or warranty and assumes no responsibility to the New Lenders for:
(i) the legality, validity, effectiveness, adequacy or enforceability
of the Finance Documents or any other documents;
(ii) the financial condition of any Obligor;
(iii)the performance and observance by any Obligor of its obligations
under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in
or in connection with the Finance Documents or any other
document.
and any representations or warranties implied by law are excluded.
2.5 Acknowledgement of Transfer
The Existing Lenders give notice that nothing in this Agreement or in the
Original Facility Agreement (or any Finance Document) shall oblige any
Original Lender to:
(a) accept a re-transfer from the New Lenders of any of the rights and
obligations assigned or transferred under this Agreement; or
(b) support any losses directly or indirectly incurred by the New Lenders
by reason of the non-performance by any Obligor of its obligations
under the Finance Documents or otherwise.
The New Lenders by this Agreement acknowledge the absence of any obligation
as is referred to in (a) or (b) above.
2.6 Administrative Details
The New Lenders have delivered to the Agent their initial details for the
purposes of Clause 32 (Notices) of the Amended Agreement.
3. AMENDMENT
With effect from the Effective Date the Original Facility Agreement shall
be amended as set out in Schedule 2 (Amendments to Original Facility
Agreement).
4. SUBORDINATION AGREEMENT
4.1 With effect from the Effective Date, Clause 7.4 of the Subordination
Agreement shall be amended so that the reference to:
(a) "another Subordinated Creditor" in the third line of Clause 7.4.1
shall be deleted and replaced by "an Intra-Group Borrower"; and
(b) "Subordinated Creditor" in the third line of Clause 7.4.2 shall be
deleted and replaced by "Intra-Group Borrower".
4.2 Subject to the amendments to the Subordination Agreement set out above in
Clause 4.1 the Subordination Agreement shall remain in full force and
effect in accordance with its terms.
5. REPRESENTATIONS
The Borrower and the Guarantors make the Repeating Representations as if
each reference in those representations to "this Agreement" or "the Finance
Documents" includes a reference to (a) this Agreement and (b) the Amended
Agreement.
6. CONTINUITY AND FURTHER ASSURANCE
6.1 Consent
The Borrower, the Guarantors, the Mandated Lead Arrangers, the Existing
Lenders and the Agent each consent to the New Lenders becoming Lenders.
6.2 Confirmation
The Guarantors confirm that their obligations under the Finance Documents
extend to cover the Secured Obligations as amended by this Agreement.
6.3 Continuing obligations
The provisions of the Finance Documents shall, save as amended in this
Agreement, continue in full force and effect.
6.4 Further assurance
Each of the Borrower and the Guarantors shall, at the request of the Agent
and at its own expense, do all such acts and things necessary or desirable
to give effect to the amendments effected or to be effected pursuant to
this Agreement.
7. FEES, COSTS AND EXPENSES
7.1 Transaction expenses
The Parent shall promptly on demand pay the Agent the amount of all costs
and expenses (including legal fees) reasonably incurred by any of them in
connection with the negotiation, preparation, printing and execution of
this Agreement and any other documents referred to in this Agreement.
7.2 Enforcement costs
The Parent shall, within three Business Days of demand, pay to each
Finance Party the amount of all costs and expenses (including legal
fees) incurred by that Finance Party in connection with the enforcement
of, or the preservation of any rights under this Agreement.
7.3 Stamp taxes
The Parent shall pay and, within three Business Days of demand,
indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration and
other similar Taxes payable in respect of this Agreement.
8. MISCELLANEOUS
8.1 Incorporation of terms
The provisions of clause 34 (Partial Invalidity), clause 35 (Remedies and
waivers), clause 38 (Governing Law) and clause 39 (Enforcement) of the
Original Facility Agreement shall be incorporated into this Agreement as if
set out in full in this Agreement and as if references in those clauses to
"this Agreement" or "the Finance Documents" are references to this
Agreement.
8.2 Designation as Finance Document
The Parent and the Agent designate this Agreement as a Finance Document by
execution of this Agreement for the purposes of the definition of Finance
Document in the Original Facility Agreement.
8.3 Counterparts
This Agreement may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single
copy of this Agreement.
THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.
SCHEDULE 1
CONDITIONS PRECEDENT
1. Obligors: Corporate Documents
(a) A certificate of an authorised signatory of the relevant Obligor,
certifying that the constitutional documents of each Obligor, as
delivered and certified to the Agent and the Finance Parties on 23
July 2004, are correct, complete and in full force and effect without
modification as at a date no earlier than the date of this Agreement.
(b) A copy of a good standing certificate (including verification of tax
status) with respect to each US Obligor, issued as of a recent date by
the Secretary of State or other appropriate official of each US
Obligor's jurisdiction of incorporation or organisation.
(c) A copy of a resolution of the board of directors of each Obligor:
(i) approving the terms of, and the transactions contemplated by, the
Finance Documents to which it is a party and resolving that it
execute the Finance Documents to which it is a party;
(ii) authorising a specified person or persons to execute the Finance
Documents to which it is a party on its behalf; and
(iii)authorising a specified person or persons, on its behalf, to
sign and/or despatch all documents, powers of attorneys, deeds
and notices (including, if relevant, any Utilisation Request) to
be signed and/or despatched by it under or in connection with the
Finance Documents to which it is a party.
(d) A specimen of the signature of each person authorised by the
resolution referred to in paragraph (c) above.
(e) A copy of a resolution signed by all the holders of the issued
shares in each Obligor (to the extent required), approving the
terms of, and the transactions contemplated by, the Finance
Documents to which the Obligor is a party and where such Obligor
is a corporate, a resolution from the directors of that company
approving such shareholder resolution and duly appointing a
director or other authorised signatory to sign it.
(f) A certificate of the Parent (signed by a director) confirming
that borrowing or guaranteeing, as appropriate, the Total
Commitments would not cause any borrowing, guaranteeing or
similar limit binding on any Obligor to be exceeded and would not
cause any Obligor to breach any provision of any contract or
agreement entered into by it prior to the date of this Agreement.
(g) A certificate of an authorised signatory of the relevant Obligor,
certifying that each copy document relating to it specified in
this Schedule 1 is correct, complete and in full force and effect
as at a date no earlier than the date of this Agreement.
2. Security Documents
(a) The following Security Documents duly executed by the relevant
Obligors and, if required, the Trustee:
(1) Chargor incorporated in Bermuda
(A) Silja Pledge.
(B) Charge over GE Seaco Dividends Account, Dividends Account
and Mandatory Prepayment Account granted by Sea Containers
Ltd.
(2) Chargor incorporated in UK
(A) Charge over shares granted by Sea Containers UK Limited in
respect of its shareholding in Sea Containers British Isles
Limited.
(B) Charge over shares granted by Sea Containers British Isles
Limited in respect of its shareholding in GNER Holdings
Limited.
(C) Charge over shares granted by Sea Containers British Isles
Limited in respect of its shareholding in Sea Containers
Property Services Limited.
(D) Charge over shares granted by Sea Containers British Isles
Limited in respect of its shareholding in Sea Containers
Railway Services Limited.
(E) Assignment relating to GNER Limited dividends by GNER
Holdings Limited.
(F) Charge over shares granted by Ferry & Port Holdings Limited
in respect of its shareholding in Sea Containers Ports
Limited.
(G) Floating Charge granted by Sea Containers British Isles
Limited.
(b) All documentation, and/or evidence of all other steps
required to perfect the Security Documents.
3. Legal Opinions
(a) A legal opinion of Xxxxxxxx Chance LLP legal advisors to the Mandated
Lead Arrangers and Agent in England, substantially in the form
distributed to the Lenders prior to signing this Agreement.
(b) A legal opinion of Xxxxx, Xxxxx & Xxxxxx legal advisers to the
Mandated Lead Arrangers and the Agent in Bermuda, substantially in the
form distributed to the Lenders prior to signing this Agreement.
(c) A legal opinion of Xxxxxx Xxxxxx Xxxxx & Co legal advisors to the
Mandated Lead Arrangers and the Agent in Barbados, substantially in
the form distributed to the Lenders prior to the signing of this
Agreement.
(d) A legal opinion of Xxxxxxxx Chance US legal advisers to the Mandated
Lead Arrangers and the Agent in the United States (in relation to New
York law), substantially in the form distributed to the Lenders prior
to signing this Agreement.
(e) A legal opinion of Luostarinen Mettala Raikkonen, Finnish counsel to
the Mandated Lead Arrangers and the Agent in Finland, substantially in
the form distributed to the Lenders prior to signing this Agreement.
4. Other documents and evidence
(a) A copy of any other Authorisation or other document, opinion or
assurance which the Agent considers to be necessary or desirable (if
it has notified the Borrower accordingly) in connection with the entry
into and performance of the transactions contemplated by any Finance
Document or for the validity or enforceability of any Finance Document
or of the Transaction Security.
(b) Evidence that the fees, costs and expenses then due from the Borrower
have been paid or will be paid by the Effective Date.
(c) Evidence that the Market Value of the Secured Shares is at least
US$120,000,000.
SCHEDULE 2
AMENDMENTS TO ORIGINAL FACILITY AGREEMENT
With effect from the Effective Date, the Original Facility Agreement shall be
amended as set out below:
1. Clause 1.1 (Definitions)
1.1 Paragraph (a) of the definition of "Existing Security" shall be amended to
read "any Security for Existing Financial Indebtedness noted in the Group
Structure Chart".
1.2 Include the following definition:
""Legal Reservations" means:
(a) the principle that equitable remedies may be granted or refused at the
discretion of a court and the limitation of enforcement by laws
relating to insolvency, reorganisation and other laws generally
affecting the rights of creditors;
(b) the time barring of claims under the Limitation Acts, the possibility
that an undertaking to assume liability for or indemnify a person
against non-payment of UK stamp duty may be void and defences of
set-off or counterclaim; and
(c) similar principles, rights and defences under the laws of any Relevant
Jurisdiction."
1.3 In the definition of "Required Security Coverage Amount" delete
"US$100,000,000" in paragraph (a) of the definition of "Required Security
Coverage Amount" and replace by "US$120,000,000".
1.4 Delete the definition of "Silja Bank Agreement" and replace by:
""Silja Bank Agreement" means the EUR 215,000,000 Secured Term Loan and EUR
126,000,000 Revolving Credit Facility Agreement dated 5 November 2003 made
between among others Silja Oy Ab (formerly Silja Oyj Abp) as borrower and
Nordea Bank Danmark A/S as paying agent and lead arranger and Nordea Bank
Finland PLC as security agent."
2. Paragraph (b)(i) of Clause 8.5 (GNER)
Delete "the Total Commitments shall be reduced by US$50,000,000;" and
replace by "the Total Commitments shall be reduced by US$60,000,000;".
3. Paragraph (b)(ii) of Clause 11.2 (Market Disruption)
Delete "35 per cent."and replace by "24 per cent.".
4. Clause 19.20 (Security)
Delete "No third party consents or regulatory approvals are required for
the purposes of a sale of all or part of the Charged Property" and replace
by: "No third party consents or regulatory approvals are required for the
purposes of a sale of all or part of the Charged Property, except for such
consents and approvals required under the Existing Security or the Security
as created by certain of the Obligors in favour of the Trustee dated 10
June 2003, 22 December 2003 and 5 July 2004."
5. Clause 22.19 (Further Assurance)
Delete "Security over the Policies and any other material insurance
policies" in paragraph (b) of Clause 22.19 (Further Assurance) and replace
by "Security over any material insurance policies".
6. Paragraph (c) of Clause 23.14 (Transaction Security)
Delete "At any time, any of the Transaction Security fails to have first
ranking priority or is subject to any prior ranking or pari passu ranking
Security" and replace by: "At any time, any of the Transaction Security
fails to have first ranking priority or is subject to any prior ranking or
pari passu ranking Security, except for the Security created under the
Existing Security or the Security as created by certain of the Obligors in
favour of the Trustee dated 10 June 2003, 22 December 2003 and 5 July
2004".
7. Paragraph (a) of Clause 24.2 (Conditions of assignment or transfer)
Add, at the end of paragraph (a) of Clause 24.2 (Conditions of assignment
or transfer), "or if a Default is continuing".
8. Schedule 1 (The Original Parties)
Delete the table in Part II (The Original Lenders - other than UK Non-Bank
Lenders) of Schedule 1 (The Original Parties) and replace by the following:
"Name of Original Lender Commitment
The Governor and Company of the Bank of Scotland US$50,000,000
Citibank, N.A. US$40,000,000
Nordea Bank Danmark A/S US$15,000,000
Nordea Bank Finland PLC, London Branch US$15,000,000"
9. Schedule 8 (Timetables)
Delete "U-2" throughout Schedule 8 (Timetables) and replace by "U-3".
SIGNATURES
THE BORROWER
SIGNED for and on behalf of
SEA CONTAINERS BRITISH ISLES LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
THE GUARANTORS
SIGNED for and on behalf of
FERRY & PORT HOLDINGS LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
GNER HOLDINGS LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
HOVERSPEED LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
NEWHAVEN MARINA LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS AMERICA INC.
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS FERRIES LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS LTD.
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS PORTS & FERRIES LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS PORTS LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS PROPERTIES LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS PROPERTY SERVICES LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS RAILWAY SERVICES LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SEA CONTAINERS UK LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SILJA HOLDINGS LIMITED
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
SIGNED for and on behalf of
SILJA OY AB
By:
Address: Sea Containers Ltd.
c/o Sea Containers Services Limited
00 Xxxxx Xxxxxx
Xxxxxx XX0 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Company Secretary
THE MANDATED LEAD ARRANGERS
SIGNED for and on behalf of
CITIGROUP GLOBAL MARKETS LIMITED
By:
Address: Loan Capital Markets
Citigroup
00 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Loan Capital Markets, Xxxxxxxx Xxxxxxx, Director
SIGNED for and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
By:
Address: Bank of Scotland
Corporate Banking
7th floor
000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Corporate Banking, Xxx Feast, Director
THE AGENT
SIGNED for and on behalf of
CITIBANK INTERNATIONAL PLC
By:
Address: Citigroup Centre
00 Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Fax: x00 000 000 0000/4484
Telephone: x00 000 000 0000
Attention: Loans Agency
THE TRUSTEE
SIGNED for and on behalf of
CITICORP TRUSTEE COMPANY LIMITED
By:
Address: Citicorp Trustee Company Limited
00xx xxxxx
Xxxxxxxxx Xxxxxx
Xxxxxx Square
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Agency and Trust
THE EXISTING LENDERS
SIGNED for and on behalf of
CITIBANK, N.A.
By:
Address: Loan Capital Markets
Citigroup
00 Xxxxxx Xxxxxx
Xxxxxx X00 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Loan Capital Markets, Xxxxxxxx Xxxxxxx, Director
SIGNED for and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
By:
Address: Bank of Scotland
Corporate Banking
7th floor
000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Fax: x00 000 000 0000
Telephone: x00 000 000 0000
Attention: Corporate Banking, Xxx Feast, Director
THE NEW LENDERS
SIGNED for and on behalf of
NORDEA BANK DANMARK A/S
By:
Address: Xxxxxxxxxx 0
X.X. Xxx 000
XX-0000 Xxxxxxxxxx X
Xxxxxxx
Fax: x00 00 00 00 00/ x00 00 00 00 00
Telephone: x00 00 00 00 00/x00 00 00 00 00
Attention: Xxxx Xxxxxxxxx/ Xxxx Xxxxxxxx
SIGNED for and on behalf of
NORDEA BANK FINLAND PLC, LONDON BRANCH
By:
Address: 0xx xxxxx, Xxxx Xxxxx House
00 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Fax: x00 000 000 0000/9102
Telephone: x00 000 000 0000/9107/9248/9247
Attention: Xxxxx Xxxx/ Xxxxxxxx Xxxxxx/ Xxxx Xxxxxxxx/ Sierra Cheong
