Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Facility Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: Nordea Bank Finland plc, New York Branch as Agent By: Date: 119 SCHEDULE 7: Form of Upsize Notice To: Nordea Bank Finland plc, New York Branch From: [ ] Facility Agreement dated 2007 (the “Agreement”) We refer to the Agreement. This is an Upsize Notice. Terms defined in the Agreement have the same meaning when used in this Upsize Notice unless given a different meaning in this Upsize Notice. We hereby request an increase in the Maximum Amount by [ ] Dollars ($[ ]) to up to [ ] Dollars ($[ ]) which increase to be effective from [insert date at least 30 days after date of this Notice] (the “Upsize Trigger Date”), such increase to be allocated as to [ ] Dollars ($[ ]) to Tranche [A] [and as to [ ] Dollars ($[ ]) to Tranche B.] We attach information relating to the proposed Additional Borrowers (which shall become [A] [B] Borrowers) and the Additional Vessel[s] (which shall be allocated to Tranche A or Tranche B as specified) including two Valuations thereof, giving an average Valuation of [ ]. We agree to pay you as Agent a fee of [ ] Dollars ($[ ]) for distribution to the Participating Lenders on the Upsize Trigger Date. Signed Duly authorised representative of [ ] SCHEDULE 8: Reductions Tranche A Reductions Reduction Dates (from the date of Initial Reduction this Agreement) Reductions Committed amount Amounts 0 $229,000,000 0 5 years 1st reduction $216,405,000 $12,595,000 5 years 6 months 2nd reduction $203,810,000 $12,595,000 6 years 3rd reduction $191,215,000 $12,595,000 6 years 6 months 4th reduction $178,620,000 $12,595,000 7 years 5th reduction $166,025,000 $12,595,000 7 years 6 months 6th reduction $153,430,000 $12,595,000 8 years 7th reduction $140,835,000 $12,595,000 8 years 6 months 8th reduction $128,240,000 $12,595,000 9 years 9th reduction $115,645,000 $12,595,000 9 years 6 months 10th reduction $103,050,000 $12,595,000 10 years 11th reduction 0 $103,050,000 100 Xxxxxxx X Reductions Reduction Dates (from the date of Initial Reduction this Agreement) Reductions Committed amount Amounts 0 $616,000,000 5 years 1st reduction $582,120,000 $33,880,000 5 years 6 months 2nd reduction $548,240,000 $33,880,000 6 years 3rd reduction $514,360,000 $33,880,000 6 years 6 months 4th reduction $480,480,000 $33,880,000 7 years 5th reduction $446,600,000 $33,880,000 7 years 6 months 6th reduction $412,720,000 ...
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: DVB BANK SE as Agent By: Date: 103 SCHEDULE 5: Form of Compliance Certificate To: DVB BANK SE From: BALTIC HARE LIMITED BALTIC FOX LIMITED Dated: Dear Sirs Baltic Hare Limited and Baltic Fox Limited – US$ 22,000,000 Loan Agreement dated [ ] (the "Agreement") We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. We, [the Borowers] [the Guarantor] confirm that:
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: Nordea Bank Finland plc, New York Branch as Agent By: Date: In witness of which the parties to this Agreement have executed this Agreement the day and year first before written. Signed by as duly authorized for and on behalf of Wilpride L.L.C. in the presence of: ) ) ) ) ) Signed by as duly authorized for and on behalf of Nordea Bank Finland plc, New York Branch (as Agent) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Nordea Bank Finland plc, New York Branch (as a Lender) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Scotiabank Europe plc (as a Lender) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Commonwealth Bank of Australia, London Branch (as a Lender) in the presence of: ) ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Nordea Bank Finland plc, New York Branch (as an MLA) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Scotiabank Europe plc (as an MLA) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Commonwealth Bank of Australia, London Branch (as an MLA) in the presence of: ) ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Nordea Bank Finland plc, New York Branch (as Swap Provider) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Scotiabank Europe plc (as Swap Provider) in the presence of: ) ) ) ) ) ) Signed by as duly authorized for and on behalf of Commonwealth Bank of Australia, London Branch (as Swap Provider) in the presence of: ) ) ) ) ) ) )
Amount transferred. 18 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: DNB Bank ASA, New York Branch as Agent By: Date: Schedule 5 Form of Compliance Certificate To: DNB Bank ASA, New York Branch From: Teekay Offshore Partners L.P. Date: [•] Dear Sirs, We refer to an agreement (the “Agreement”) dated [ ] 2014 and made between (inter alia) (1) Teekay Offshore Partners L.P. as borrower and (2) yourselves as agent (as from time to time amended, varied, novated or supplemented). Terms defined or construed in the Agreement have the same meanings and constructions in this Certificate. We attach the relevant calculation details applicable on the last day of our financial [year][quarter] ending [•] (the “Relevant Period”) which confirm that:
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: DVB BANK SE as Agent By: Date: SCHEDULE 6: Form of Compliance Certificate To: DVB BANK SE From: GRAND AFFECTION S.A. GRAND AFFINITY S.A. GRANDUNION INC. Dated: Dear Sirs Grand Affection S.A and Grand Affinity S.A. — US$48,000,000 Loan Agreement dated [ ] 2010 (the “Agreement”) We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. We confirm that:
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: ING Bank N.V., London Branch as Agent By: Date: In witness of which the parties to this Agreement have executed this Agreement the day and year first before written. Signed by ) as duly authorized ) for and on behalf of ) African Spirit L.L.C.: /s/ Xxxxxxx Xxxxx, Attorney-in-Fact) in the presence of: /s/ Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx LLP) Signed by ) as duly authorized ) for and on behalf of ) European Spirit L.L.C: /s/ Xxxxxxx Xxxxx, Attorney-in-Fact) in the presence of: /s/ Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx LLP) Signed by ) as duly authorized ) for and on behalf of ) Asian Spirit L.L.C.: /s/ Xxxxxxx Xxxxx, Attorney-in-Fact) in the presence of: /s/ Xxxxxxxx Xxxxx, Xxxxxxxxxx Xxxxxxx LLP) Signed by ) as duly authorized ) for and on behalf of )
Amount transferred. 18 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: Credit Suisse AG as Agent and on behalf of each of the Finance Parties and the Borrowers By: Date: Schedule 5 Form of Increase Confirmation To: Credit Suisse AG as Agent, and ALP Forward B.V., ALP Ace B.V., ALP Centre B.V., ALP Guard B.V., ALP Winger B.V. and ALP Ippon B.V as Borrowers.
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: HSH Nordbank AG as Agent By: Date: SCHEDULE 6: Form of Compliance Certificate To: HSH Nordbank AG From: Teekay Shipping Corporation Date: [Ÿ] Dear Sirs, We refer to an agreement (the “Agreement”) dated 16 May 2007 and made between (inter alia) (1) Teekay Acquisition Holdings L.L.C. as borrower and (2) yourselves as agent (as from time to time amended, varied, novated or supplemented). We also refer to the guarantee (the “Guarantee”) dated 16 May 2007 made between ourselves and yourselves. Terms defined or construed in the Agreement have the same meanings and constructions in this Certificate. We attach the relevant calculation details applicable on the last day of our financial [year][quarter] ending [Ÿ] (the “Relevant Period”) which confirm that:- 1 Free Liquidity (including under the Agreement but excluding that portion attributable to TGP, OPCO and TOO (excluding OPCO to the extent already consolidated into TOO)) [was at all times equal to or greater than/fell below] $50,000,000. Therefore the condition contained in Clause 12.2.1 of the Agreement [has/has not] been complied with in respect of the Relevant Period. Therefore the condition contained in Clause 12.2.2 of the Agreement [has/has not] been complied with. Signed: ____________________________________ Duly authorised representative of TEEKAY SHIPPING CORPORATION SCHEDULE 7: Maximum Amount Ownership in the Target held or to be immediately acquired by Bidco Maximum Amount (in $) 10% 70,000,000 15% 105,000,000 20% 140,000,000 25% 175,000,000 30% 210,000,000 35% 245,000,000 40% 280,000,000 45% 315,000,000 50% 350,000,000 55% 385,000,000 60% 420,000,000 65% 455,000,000 70% 490,000,000 75% 525,000,000 80% 560,000,000 85% 595,000,000 90% 630,000,000 95% 665,000,000 100% 700,000,000 69 IN WITNESS of which the parties to this Agreement have executed this Agreement the day and year first before written. SIGNED by Nxxxx Xxxxxx ) duly authorised for and on behalf ) /s/ Nxxxx Xxxxxx of TEEKAY ACQUISITION HOLDINGS L.L.C. ) Attorney-in-Fact SIGNED by Mxxxxxx Xxxxxx ) duly authorised for and on behalf ) /s/ Mxxxxxx Xxxxxx of HSH NORDBANK AG (as a Lender) ) Attorney-in-Fact SIGNED by Mxxxxxx Xxxxxx ) duly authorised for and on behalf ) /s/ Mxxxxxx Xxxxxx of HSH NORDBANK AG (as the Agent) ) Attorney-in-Fact FEE LETTER To Teekay Acquisition Holdings L.L.C. Trust Com...
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 20 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: [Agent] as Agent By: Date: SCHEDULE 5: Form of Covenant Compliance Certificate COVENANT COMPLIANCE CERTIFICATE To: AEGEAN BALTIC BANK S.A. This covenant compliance certificate relates to a secured loan facility agreement (as from time to time amended, varied, supplemented or novated the “Loan Agreement”) dated 2005 , on the terms and subject to the conditions of which a secured loan facility of up to $200,000,000 was made available to LATO SHIPPING (PRIVATE) LTD., FERROUS SHIPPING (PRIVATE) LTD., COBALTIUM SHIPPING (PRIVATE) LTD. and COMMODORE MARINE INC. on a joint and several basis, by a syndicate of banks on whose behalf you act as agent and security agent. We give this Covenant Compliance Certificate as required under Clause 14.2 of the Agreement. Terms used in this Covenant Compliance Certificate have the meanings given to them in the Agreement.. The covenant calculations below are made on the basis of the Group Statements, as of, and in respect of the 12 months period ending on [ ] Agreement Covenant determination / Minimum Compliance Actual as of [ ] Clause
Amount transferred. 6 Transferee’s address and fax number for the purposes of clause 18 of the Loan Agreement: [name of Transferor] [name of Transferee] By: By: Date: Date: DVB BANK AG as Agent By: Date: SCHEDULE 6: Form of Compliance Certificate To: DVB BANK AG From: GRAND INVESTMENT HOLDING LTD. CARDIFF MARINE INC. DRILLSHIP HYDRA OWNERS INC. DRILLSHIP PAROS OWNERS INC. OIL TRANSPORT INVESTMENTS LIMITED INNOVATIVE INVESTMENTS LIMITED AMBASSADOR SHIPPING CORPORATION Dated: Dear Sirs Drillship Hydra Owners Inc. and Drillship Paros Owners Inc – Loan Agreement dated [ ] 2007 (the “Agreement”) We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. We confirm that:
