Exhibit 4.18




 





 


AMENDMENT NO. 2


 


TO


 


TERM LOAN AND REVOLVING CREDIT
FACILITY AGREEMENT


 


 


made by and among


 


STOLTHAVEN HOUSTON INC.

and

STOLTHAVEN NEW ORLEANS LLC,

as Borrowers,


 


 


DNB NOR BANK ASA,

acting through its New York Branch, as

Administrative Agent and Collateral Agent,


 


 


the Banks and Financial Institutions

identified on Schedule 1 to the Original Agreement, as Lenders,


 


 


and


 


STOLT-NIELSEN S.A.

and

STOLT-NIELSEN TRANSPORTATION GROUP LTD.,

as Join and Several Guarantors


 


 




 


 





May 5, 2006


 

















 


AMENDMENT NO. 2
TO TERM LOAN AND 

REVOLVING CREDIT FACILITY AGREEMENT


 


THIS AMENDMENT NO. 2 TO TERM LOAN AND
REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 5th
day of May, 2006 by and among (i) STOLTHAVEN HOUSTON INC., a corporation
incorporated under the laws of the State of Texas (“Stolthaven Houston”) and
STOLTHAVEN NEW ORLEANS LLC, a limited liability company organized under the
laws of the State of Louisiana (“Stolthaven New Orleans”), as joint and several
borrowers (collectively, the “Borrowers” and each a “Borrower”), (2) the
banks and financial institutions listed on Schedule 1 to the Original Agreement
(as defined below) (together with any assignee pursuant to Section 11 of the
Original Agreement, the “Lenders”), and (3)  DNB NOR BANK ASA, acting
through its New York Branch, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), as collateral agent for the Lenders (in
such capacity, the “Collateral Agent” and together with the Administrative
Agent, the “Agents” and each an “Agent”) and as arranger for the Lenders, and
amends and is supplemental to the Term Loan and Revolving Credit Facility
Agreement dated as of August 13, 2004, as supplemented by that certain
Supplement No. 1 dated as of November 30, 2004 and as amended by that certain
Amendment No. 1 dated as of July 20, 2005 (as so supplemented and amended, the “Original
Agreement”) made by and among the Borrowers, the Lenders and the Agents.


 


W I T N E S S E T H   T H A T:


 


WHEREAS, pursuant to the Original Agreement,
the Lenders made available to the Borrowers a term loan facility in the
principal amount of US$150,000,000 (the “Loan”);


 


WHEREAS,
pursuant to Section 9.1(e)(i)(A) of the Original Agreement, SNSA is required to
supply to the Administrative Agent (with sufficient copies for distribution to
each of the Lenders), without request on a consolidated basis, SNSA’s annual
consolidated audited accounts prepared in accordance with GAAP within one
hundred twenty (120) days (or such earlier date on which such accounts are
generally released by SNSA) after the end of the fiscal year to which they
relate (herein referred to as the “Relevant Period”);


 


WHEREAS, the Borrowers have requested and the
Lenders have agreed, subject to the terms and conditions set forth herein, to increase
the Relevant Period to one hundred eighty (180) days;


 


NOW, THEREFORE, in consideration of the
premises and such other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by the parties, it is hereby agreed
as follows:


 


1.               Definitions.
Unless otherwise defined herein, words and expressions defined in the Original
Agreement have the same meanings when used herein, including in the recitals
hereto.


 


2.               Representations
and Warranties. Each of the Borrowers, and each other Security Party by its
execution of the Consent and Agreement hereto, hereby reaffirms, as of the date
hereof, (and except with respect to any matter disclosed in the Guarantor’s 20-F
filing, dated May 31, 2005 with respect to the Guarantor’s fiscal year ending
November 30, 2004 and filed with the United States Securities and Exchange
Commission or in any Press Release issued by SNSA in respect of


 

















 


quarterly or annual financial
results or otherwise subsequent to such 20-F filing) each and every
representation and warranty made thereby in the Original Agreement, the Notes
and the Security Documents (updated mutatis
mutandis).


 


3.               No Defaults.
Each of the Borrowers hereby represents and warrants that as of the date hereof
no Event of Default nor any event which with the lapse of time, the giving of
notice or both would become an Event of Default has occurred.


 


4.               Performance of
Covenants. Each of the Borrowers hereby reaffirms that, except as disclosed
to the Administrative Agent, it and each other Security Party has duly
performed and observed the covenants and undertakings set forth in the Original
Agreement, the Notes and the Security Documents, on its part to be performed,
and each of the Borrowers, and each other Security Party by its execution of
the Consent and Agreement hereto, covenants and undertakes to continue duly to
perform and observe such covenants and undertakings, as may be amended hereby,
so long as the Original Agreement, as the same is amended hereby and may
hereafter be amended or supplemented, shall remain in effect.


 


5.               Amendment to the
Original Agreement. Subject to the terms and conditions of this Amendment,
the Original Agreement is hereby amended and supplemented as follows:


 


(a)                                  all
references to “this Agreement” shall be deemed to refer to the Original
Agreement, as further amended and supplemented hereby; and


 


(b)                                 Section
9.1(e)(i)(A) shall be amended by replacing “one hundred twenty (120)” with the
following:


 


“one hundred eighty (180)”


 


6.               Fees and
Expenses.


 


(a) Fees. The Borrowers shall pay to
Administrative Agent (on behalf of the Lenders) upon the execution hereof an
amendment fee equal to One Tenth of One Percent (0.10%) of the Credit
Facilities. The Borrowers shall also pay to the Administrative Agent such fees
as the parties have otherwise agreed.


 


(b) Expenses. The Borrowers shall pay
promptly to the Administrative Agent all costs and expenses (including
reasonable legal fees) of the Lenders and the Agents in connection with the
preparation and execution of this Amendment.


 


(c) Payments. All amounts payable
under this Section 6 shall be:


 


(i)                                     made
in Dollars in freely available funds, to the Account of the Administrative
Agent at Bank of New York (ABA No. 021000018), for Account No. 8026001499 for
further credit to DNB NOR BANK ASA, New York Branch, a/c 15064999; and


 


(ii)                                  without
set-off or counterclaim and free from, clear of, and without deduction for, any
Taxes, provided, however, that if the Borrowers shall at any time be compelled
by law to withhold or deduct any Taxes from any amounts payable to the Lenders
or Agents hereunder,


 

















 


the Borrowers shall pay such additional
amounts in Dollars as may be necessary in order that the net amounts received
after withholding or deduction shall equal the amounts which would have been
received if such withholding or deduction were not required and, in such event,
the Borrowers shall promptly send to the Administrative Agent such documentary
evidence with respect to such withholding or deduction as may be required from
time to time by the Administrative Agent.


 


7.                                       No Other
Amendment. All other terms and conditions of the Original Agreement shall
remain in full force and effect and the Original 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.                                       Other
Documents. By the execution and delivery of this Amendment, each of the
Borrowers, the Lenders, the Agents and, by the execution and delivery of the
Consent and Agreement hereto, each other Security Party hereby consent and
agree that all references in the Notes and the Security Documents to the
Original Agreement shall be deemed to refer to the Original Agreement as
amended by this Amendment. By the execution and delivery of this Amendment,
each of the Borrowers and, by the execution and delivery of the Consent and
Agreement hereto, each other Security Party hereby consent and agree that the
Notes, the Security Documents and any other documents that have been or may be
executed as security for the Loan and any of its or any Security Party’s
obligations under the Original Agreement, the Notes or any Security Document to
which it is a party shall remain in full force and effect notwithstanding the
amendments contemplated hereby.


 


9.                                       Governing Law.
This Amendment shall be governed by and construed in accordance with the laws
of the State of New York.


 


10.                                 Counterparts. This
Amendment may be executed in as many counterparts as may be deemed necessary or
convenient, and by the different parties hereto on separate counterparts each
of which, when so executed, shall be deemed to be an original but all such
counterparts shall constitute but one and the same agreement.


 


11.                                 Headings; Amendment.
In this Amendment, section headings are inserted for convenience of reference
only and shall be ignored in the interpretation of this Amendment. This
Amendment cannot be amended other than by written agreement signed by the
parties hereto.


 


[Signature Page Follows]


 

















 


IN WITNESS WHEREOF,
each of the parties hereto has executed this Amendment by its duly authorized
representative on the day and year first above written.


 


 


	
   

  	
  STOLTHAVEN HOUSTON INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Alan Winsor

  	
   

  
	
   

  	
  Name: Alan Winsor

  	
   

  
	
   

  	
  Title: Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STOLTHAVEN NEW ORLEANS LLC, as Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Howard J. Merkel

  	
   

  
	
   

  	
  Name: Howard J. Merkel

  	
   

  
	
   

  	
  Title: Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DNB NOR BANK ASA, New York Branch, as
  Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Sanjiv Nayar

  	
   

  
	
   

  	
  Name: SANJIV NAYAR

  	
   

  
	
   

  	
  Title: SENIOR VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Giacomo Landi

  	
   

  
	
   

  	
  Name: GIACOMO LANDI

  	
   

  
	
   

  	
  Title: FIRST VICE PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG IN HAMBURG, as Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stein

  	
  /s/ Roth

  	
   

  
	
   

  	
  Name:

  	
  Stein

  	
  Roth

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KFW, as Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Dooley

  	
      /s/ Schenk

  	
   

  
	
   

  	
  Name: DOOLEY

  	
  SCHENK

  	
   

  
	
   

  	
  Title: 

  	
   

  
								



 

















 


	
   

  	
  DVB BANK AG,
  as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Stefan
  Heimerl

  	
   

  
	
   

  	
  Name:

  	
  Stefan
  Heimerl

  	
   

  
	
   

  	
  Title:

  	
  Assistant
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Thomas
  Meckel

  	
   

  
	
   

  	
  Name:

  	
  Thomas
  Meckel

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DNB NOR BANK
  ASA, New York Branch, as Administrative Agent and Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Sanjiv
  Nayar

  	
   

  
	
   

  	
  Name:

  	
  SANJIV NAYAR

  	
   

  
	
   

  	
  Title:

  	
  SENIOR VICE
  PRESIDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Giacomo
  Landi

  	
   

  
	
   

  	
  Name:

  	
  GIACOMO
  LANDI

  	
   

  
	
   

  	
  Title:

  	
  FIRST VICE
  PRESIDENT

  	
   

  



 

















 


CONSENT AND
AGREEMENT


 


Each of the undersigned, referred to in the
foregoing Amendment No. 2 to Term Loan and Revolving Credit Facility Agreement
as a “Security Party”, hereby consents and agrees to said Amendment No. 2 and
to the documents contemplated thereby and to the provisions contained therein
relating to conditions to be fulfilled and obligations to be performed by the
undersigned pursuant to or in connection with said Amendment No. 2 and agrees
particularly to be bound by the representations, warranties and covenants
relating to the undersigned contained in said Amendment No. 2 to the same
extent as if the undersigned were a party to said Amendment No. 2. Each hereby
reaffirms its obligations under that certain Guaranty dated August 13, 2004
notwithstanding the amendments to the Original Agreement contemplated by the
foregoing Amendment No. 2.


 


 


	
   

  	
  STOLT-NIELSEN S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard J. Merkel

  	
   

  
	
   

  	
  Name: Howard J. Merkel

  
	
   

  	
  Title: Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOLT-NIELSEN TRANSPORTATION GROUP LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Howard J. Merkel

  	
   

  
	
   

  	
  Name: Howard J. Merkel

  
	
   

  	
  Title: Treasurer