1 | The Borrowers have advised the Agent that the vessel "SANDRA" ("SANDRA") will be transferred from Borrower B to Borrower A and remain registered on French flag in the ownership of Borrower A. |
2 | In accordance with clause 14.15 (Transfer of Ships) of the Loan Agreement, a Borrower is permitted to transfer the ownership of a Ship owned by it to any other Borrower without the consent of the Lenders subject to the Borrowers providing the Creditor Parties with certain documents at the time of such transfer (in form and substance satisfactory to the Agent) so that the Creditor Parties have the same security on that Ship and subject to any appropriate consequential amendments to the Loan Agreement and the other Finance Documents. |
3 | With effect from the date of the transfer of ownership of SANDRA from Borrower B to Borrower A, and subject to satisfaction of the requirements set out in paragraph 5 below, Borrower B is hereby released from its obligations as a Borrower under the Loan Agreement and the other Finance Documents and all references to the Borrowers in the Loan Agreement and the other Finance Documents shall be construed as references to Borrower A. |
4 | With effect from the date of the transfer of ownership of SANDRA from Borrower B to Borrower A the Finance Documents shall be, and shall be deemed by this Agreement to have been amended as follows: |
(a) | by amending the definition of "General Assignment" in relation to SANDRA in clause 1.1 of the Loan Agreement, and references thereto throughout the Loan Agreement and other relevant Finance Documents, to refer to the Sandra General Assignment; |
(b) | by amending the definition of "Manager’s Undertaking" in relation to SANDRA in clause 1.1 of the Loan Agreement, and references thereto throughout the Loan Agreement and other relevant Finance Documents, to refer to the Sandra Manager’s Undertaking; |
(c) | by amending the definition of "Mortgage" in relation to SANDRA in clause 1.1 of the Loan Agreement, and references thereto throughout the Loan Agreement and other relevant Finance Documents, to refer to the Sandra Mortgage; and |
(d) | by amending all references to "SANDRA" in the Loan Agreement and other relevant Finance Documents to mean the VLCC named "SANDRA" and registered in the ownership of Euronav NV under the laws and flag of France with IMO Number 9537757. |
5 | The Agent shall receive in all respects in form and substance satisfactory to the Agent and its lawyers: |
(a) | for each of the Borrowers, documents of the kind referred to in paragraphs 2, 3 and 4 of Part A to Schedule 4 of the Loan Agreement (or, if applicable, in the case of the constitutional documents for the Borrowers, confirmation that these have not been amended since the date of which copies of such documents were last provided to the Agent); |
(b) | documentary evidence that: |
(i) | the SANDRA is definitively and permanently registered in the name of Borrower A on French flag; |
(ii) | the SANDRA is in the absolute and unencumbered ownership of Borrower A as new owner save as contemplated by the Finance Documents; |
(iii) | the Sandra Mortgage has been duly registered against the SANDRA as valid first preferred ship mortgage in accordance with the laws of France; and |
(iv) | notwithstanding the transfer of ownership of the SANDRA to Borrower A as new owner, it is insured in accordance with the provisions of the Loan Agreement and all requirements therein in respect of insurances have been complied with; |
(c) | an executed original of the Sandra General Assignment; |
(d) | documents establishing that the SANDRA will, as from the date of the transfer to Borrower A, be managed by an Approved Manager on terms acceptable to the Lenders, together with: |
(i) | the Sandra Manager’s Undertaking; and |
(ii) | copies of the relevant Approved Manager’s Document of Compliance and of that Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC; |
(e) | favourable legal opinions in relation to the Sandra Mortgage and Sandra General Assignment from lawyers appointed by the Agent on such matters concerning the laws of Belgium and France as the Agent may require; and |
(f) | a favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the SANDRA as the Agent may require or confirmation acceptable to the Agent from the insurance brokers that the insurances remain unaltered save for the change of ownership for the SANDRA. |
6 | All other terms and conditions of the Loan Agreement and the other Finance Documents are to remain in full force and effect. |
7 | This letter may be executed in any number of counterparts. |
8 | This letter and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English Law. The provisions of clause 38.2 (Exclusive English jurisdiction) to 38.6 (Meaning of "proceedings") (inclusive) of the Loan Agreement shall be incorporated into this letter as if set out in full herein with references to this Agreement construed as references to this letter. |