amendmentno1lc.htm


  Exhibit4.15


    


     

    AMENDMENT NO. 1 TO LETTER OF
CREDIT FACILITY AGREEMENT

     

    THIS
AMENDMENT NO. 1 TO LETTER OF CREDIT FACILITY AGREEMENT (this “Amendment”) is
made as of the 12th day of September, 2008, and amends and is supplemental to
that certain letter of credit facility agreement dated as of July 31, 2008, (the
“Agreement”) and is by and between (i) STRAITS OFFSHORE LTD., a company
incorporated under the laws of the British Virgin Islands, as account party (the
“Account Party”) and (ii) HSH NORDBANK AG, NEW YORK BRANCH, as letter of credit
provider (the “L/C Provider”).  Unless otherwise defined herein, the
capitalized terms used herein shall have the meanings assigned to such terms in
the Agreement.

     

    W I T N E S S E T H

    


    WHEREAS,
pursuant to the terms of the Agreement, the L/C Provider made available to the
Account Party a letter of credit issued in favor of NGV Tech SDN BHD in the
amount of Twenty Three Million Two Hundred Five Thousand United States Dollars
($23,205,000);

     

    WHEREAS,
the Account Party has requested that the L/C Amount be increased to Twenty Five
Million Seven Hundred Eighty Five Thousand United States Dollars
($25,785,000);

     

    WHEREAS,
the parties to this Amendment desire to amend the Agreement as set forth
herein;

     

    NOW,
THEREFORE, in consideration of the premises set forth above, the covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

     

    1. Amendment of the
Agreement.  The parties hereto agree that effective as of the
date hereof:

     

    (a) All
references to “this Agreement” shall be deemed to refer to the Agreement as
amended hereby.

     

    (b) All
references to “the Agreement” in each of the Security Documents shall be deemed
to be references to the Agreement as amended hereby.

     

    (c) The
second recital of the Agreement is hereby deleted in its entirety and replaced
with the following:

     

    “WHEREAS,
under the terms of the MOA, as amended, it is required that the Account Party
obtain a letter of credit issued in favor of the Beneficiary in the amount of
Twenty Five Million Seven Hundred Eighty Five Thousand United States Dollars
($25,785,000) for the purpose of supporting the Final Delivery Payment to the
Beneficiary for the Vessel pursuant to the Shipbuilding Contract;”

     

    (d) Section
1.1 of the Agreement is hereby amended as follows:

     

    (i) The
definition of “L/C Amount” is hereby deleted in its entirety and replaced with
the following:

     

    “means
Twenty Five Million Seven Hundred Eighty Five Thousand United States Dollars
($25,785,000);”

     

    2. Conditions Precedent to the
Effectiveness of this Amendment.  The effectiveness of this
Amendment shall be expressly subject to the following conditions
precedent:

     

    
      	
               
      

            	
              (a)

            	
              This
      Amendment.  The Account Party shall have duly executed
      and delivered this Amendment to the L/C
  Provider;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Consent, Agreement and
      Affirmation.  The Guarantor shall have duly executed and
      delivered the Consent, Agreement and Affirmation attached
      hereto;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Corporate
      Authority.  The L/C Provider shall have received the
      following documents in form and substance satisfactory to the L/C Provider
      and its counsel:

            


    

     

    
      	
              (i)  

            	
              copies,
      certified as true and complete by an officer of the Account Party of the
      resolutions of each such company’s board of directors (and, if any
      necessary under appropriate law, shareholders) evidencing approval of this
      Amendment and authorizing an appropriate officer or officers or
      attorney-in-fact or attorneys-in-fact to execute the same on its
      behalf;

            


    

     

    
      	
              (ii)  

            	
              copies,
      certified as true and complete by an officer of the Guarantor of the
      resolutions of each such company’s board of directors evidencing approval
      of the Consent, Agreement and Affirmation hereto and authorizing an
      appropriate officer or officers or attorney-in-fact or attorneys-in-fact
      to execute the same on its behalf;

            


    

     

    
      	
              (iii)  

            	
              copies,
      certified as true and complete by an officer of each Security Party, of
      all documents evidencing any other necessary action (including actions by
      such parties thereto other than such Security Party as may be required by
      the L/C Provider), approvals or consents with respect to this Amendment
      and the transactions contemplated hereby and
  thereby;

            


    

     

    
      	
              (iv)  

            	
              copies,
      certified as true and complete by an officer of each Security Party, of
      the articles or certificate of incorporation and by-laws (or the
      equivalent thereof) of each
thereof;

            


    

     

    
      	
              (v)  

            	
              good
      standing certificates or the equivalent thereof with respect to each
      Security Party issued by the appropriate authorities of the respective
      jurisdiction of incorporation of such parties;
  and

            


    

     

    
      	
              (vi)  

            	
              certificate
      from an officer or director of each Security Party stating that the
      representations and warranties (updated mutatis mutandis to
      such date) stated in Section 3 of the Agreement are true and correct as if
      made on that date; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              Legal
      Opinions.  The L/C Provider shall have received opinions
      from (i) Harney, Westwood & Riegels, counsel to the Account
      Party on matters of the laws of the British Virgin Islands and (ii) Seward
      & Kissel LLP, special counsel to the L/C Provider, in each case in
      such form and substance as the L/C Provider may require, as well as such
      other legal opinions as the L/C Provider shall have required as to all or
      any matters under the laws of the United States of America, the State of
      New York, the Republic of Liberia and the British Virgin Islands covering
      the representations and conditions which are the subjects of Sections 3
      and 4 of the Agreement.

            


    

     

    3. Issuance of Amended Letter
of Credit.  Subject to the terms and conditions of this
Amendment and the Agreement (as amended hereby) and in reliance on the
representations, warranties and covenants contained herein and in the Agreement
(as amended hereby), the L/C Provider hereby agrees, upon satisfaction of the
conditions precedent contained in Section 2, to issue an amendment to the Letter
of Credit in the form attached hereto as Exhibit A (the “Letter of Credit
Amendment”).  Upon issuance of such Letter of Credit Amendment, all
references in the Agreement and in all Security Documents to the “Letter of
Credit” shall be deemed to be references to the Letter of Credit as amended by
the Letter of Credit Amendment.

     

    4. Representations and
Warranties.  The Account Party represents and warrants to the
L/C Provider that immediately after giving effect to this Amendment, the
representations and warranties set forth in the Agreement as amended hereby are
true and correct in all material respects and no Default or Event of Default
shall have occurred and be continuing.

     

    5. No
Defaults.  The Account Party hereby represents and warrants
that as of the date hereof there exists no Event of Default or any condition
which, with the giving of notice or passage of time, or both, would constitute
an Event of Default.

     

    6. Covenants.  The
Account Party hereby reaffirms that, except as disclosed to the L/C Provider, it
has duly performed and observed the covenants and undertakings set forth in the
Amendment, and covenants and undertakes to continue to duly perform and observe
such covenants and undertakings, as amended hereby, so long as the Agreement as
amended hereby shall remain in effect.

     

    7. No Other
Amendment.  All other terms and conditions of the Agreement
shall remain in full force and effect and the Agreement shall be read and
construed as if the terms of this Amendment were included therein by way of
addition or substitution, as the case may be.

     

    8. Fees and
Expenses.  The Account Party agrees to pay to the L/C Provider,
upon the execution hereof, (i) an upfront fee of $12,900 (which for the
avoidance of doubt is 0.50% of the increase of the L/C Amount) and (ii) an
amount of $6503.75 (which for the avoidance of doubt shall be that portion of
the Letter of Credit fee set forth in Section 2.3 of the Agreement applicable to
the increase in the L/C Amount for the period commencing on the date hereof up
until the next applicable Letter of Credit fee quarterly payment
date).  The Account Party shall also pay (or reimburse the L/C
Provider for) on a timely basis all costs and expenses (including reasonable
legal fees) of the L/C Provider in connection with the preparation and execution
of this Amendment.

     

    9. Execution in
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.

     

    10. Governing
Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

     

    11. Effect of
Amendment.  All references in any Security Document to the
Agreement on and after the date hereof shall be deemed to refer to the Agreement
as amended hereby, and the parties hereto agree that, except as amended by this
Amendment, all of the terms and provisions of the Agreement shall remain in full
force and effect.

     

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    IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.

     

    STRAITS
OFFSHORE, LTD.,

    as
Account Party

    


    


    
      	
               
      

            	
              By:___________________________________

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    


    


    


    HSH
NORDBANK AG, NEW YORK BRANCH,

    as L/C
Provider

    


    


    
      	
               
      

            	
              By:___________________________________

            


    

    
      	
               
      

            	
              Name

            


    

    
      	
               
      

            	
              Title:

            


    

    


    


    


    
      	
               
      

            	
              By:___________________________________

            


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    


    
      
        
          


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    CONSENT, AGREEMENT AND
AFFIRMATION

    


    The
undersigned, referred to in the Agreement as a “Guarantor”, hereby (i) consents
and agrees to all of the terms and conditions of the foregoing Amendment No. 1
to Letter of Credit Facility Agreement dated as of the __ day of September, 2008
amending that certain Letter of Credit Facility Agreement, dated as of July 31,
2008 (the “Agreement”), between STRAITS OFFSHORE LTD., a company incorporated
under the laws of the British Virgin Islands, as account party (the “Account
Party”) and HSH NORDBANK AG, NEW YORK BRANCH, as letter of credit provider (the
“L/C Provider”); and (ii) reaffirms its obligations under that certain Guaranty,
dated July 31, 2008, given in favor of the L/C Provider and that certain Pledge
Agreement, dated July 31, 2008, given in favor of the L/C Provider with respect
to a pledge of the common shares of the Account Party.

    


     

    B+H OCEAN
CARRIERS LTD.,

     

    as
Guarantor

    


    


    
      	
               
      

            	
              By:

            	 


    

    
      	
               
      

            	
              Name:

            


    

    
      	
               
      

            	
              Title:

            


    

    



    
      
        
          


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              EXHIBIT
      A

            


    

    


    


    FORM OF
LETTER OF CREDIT AMENDMENT

    


    ADVISING
BANK:

    Malayan
Banking Berhad 50050 Kuala Lumpur

    SWIFT:

    MBBEMYKL

    


    :20:
SENDER'S REFERENCE

    A10308A1644

    


    :21:
RECEIVERS REFERENCE

    99010ADM5575644

    


    :31C:
DATE OF ISSUE

    AUGUST
15, 2008

    


    :31C:
DATE OF AMENDMENT

    ***

    


    :26E:
NUMBER OF AMENDMENT

    1

    


    :59:
BENEFICIARY

    NGV TECH
SDN BHD

    BATU 7
KAMPUNG SIJANGKANG JALAN

    SEMPADAN
42500 TELUK PANGLIMA

    GARANG
SELANGOR MALAYSIA

    


    :32B:
INCREASE OF AMOUNT

    USD
2.580.000,00

    


    :34B:
NEW AMOUNT OF DOCCREDIT

    USD
25.785.000,00

    


    :79A:
NARRATIVE

    Please
advise beneficiary and inform us of acceptance of

    the
amendment.

    


    


    Yours
faithfully,

    


    HSH
Nordbank AG

    



    
      
        
          


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    AMENDMENT
NO. 1

    to

    $23,205,000
LETTER OF CREDIT

    FACILITY
AGREEMENT

     

    BETWEEN

     

    STRAITS
OFFSHORE LTD.,

    as
Account Party,

     

    AND

     

    HSH
NORDBANK AG, NEW YORK BRANCH,

     

    as L/C
Provider

     

    


    
      


      


    

    


    


    September
12, 2008

    


    


    


    


    


    


    


    



    
      
        
          


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