exv10w12






Exhibit 10.12




 

 






AMENDMENT NO. 1 TO




CREDIT FACILITY AGREEMENT

dated December 28, 2005




PROVIDING FOR A

US$170,000,000

SENIOR SECURED CREDIT FACILITY




by and among




RIGDON MARINE CORPORATION,

as Borrower,




DVB BANK NV,

as Underwriter, Arranger, Agent, Security Trustee, Swap Bank and Book Manager




and the Banks and Financial Institutions

identified on Schedule 1, as Lenders





 

 

As of February 28 , 2006








 









 





AMENDMENT NO. 1 TO CREDIT FACILITY AGREEMENT




     This AMENDMENT NO. 1 (“this Amendment”) is dated as of February 28, 2006 and amends and is
supplemental to that certain senior secured credit facility agreement (the “Credit Facility
Agreement”), dated as of the 28 day of December, 2005, by and among (1) RIGDON MARINE
CORPORATION, a corporation incorporated under the laws of the State of Delaware (the “Borrower”),
(2) the banks and financial institutions listed on Schedule 1 thereto, as lenders (together with
any bank or financial institution which becomes a Lender pursuant to Article 10, the “Lenders”),
and (3) DVB BANK NV, (“DVB”), as underwriter, arranger, swap bank, book manager, facility agent
for the Lenders (in such capacity, the “Facility Agent”) and security trustee for the Lenders (
in such capacity, the “Security Trustee”). Capitalized terms used and not defined herein shall
have the meanings assigned to them in the Credit Facility Agreement.



WITNESSETH:




     WHEREAS, the parties hereto agree that the definition of “LIBOR” set forth in Credit
Facility Agreement should be amended to conform with the use of the term Interest Rate Agreement
entered into between DVB, as swap bank, and the Borrower;



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



     1. Amendment. The definition of “LIBOR” set forth in the Credit Facility Agreement is
hereby amended by replacing it in its entirety with the following language:



     “LIBOR” means the rate for deposits of Dollars for a period equivalent to the relevant
Interest Period at or about 11:00 a.m. (London time) on the second London Banking Day before the
first day of such period as displayed on Telerate page 3750 (British Bankers’ Association
Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on
any other system of the information vendor for the time being designated by the British Bankers’
Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’
Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated August 1985)), provided
that if on such date no such rate is so displayed for the relevant Interest Period, LIBOR for
such period shall be the arithmetic mean (rounded upward if necessary to four decimal places) of
the rate offered by DVB for deposits of Dollars in an amount approximately equal to the amount in
relation to which LIBOR is to be determined for a period equivalent to the relevant Interest
Period to prime banks in the London Interbank Market at or about 11:00 a.m. (London time) on the
second Banking Day before the first day of such period;”



     2. No Other Amendment. All other terms and conditions of the Credit Facility
Agreement shall remain in full force and effect.



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     3. 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.



     4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



     5. Other Documents. All references in documents related to the Credit Facility
Agreement on and after the date hereof shall be deemed to refer to the Credit Facility Agreement as
amended hereby, and the parties hereto agree that on and after the date hereof, the Credit Facility
Agreement, as amended hereby, is in full force and effect.



[REMAINDER OF PAGE INTENTIONALLY OMITTED]




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



	 	 	 	 	 
	 	RIGDON MARINE CORPORATION

 	 
	 	By:  	 /s/ Larry T. Rigdon	 
	 	 	Name:  	Larry T. Rigdon 	 
	 	 	Title:  	Chairman 	 
	 
	 	DVB BANK NV,

as Facility Agent and Security Trustee

 	 
	 	By:  	 /s/ Cornelis Overgaaun	 
	 	 	Name:  	Cornelis Overgaaun 	 
	 	 	Title:  	S.V.P.	 
	 
	 	 	 
	 	By:  	 /s/ Evan Cohen	 
	 	 	Name:  	Evan Cohen 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	DVB BANK AG,

as Swap Bank

 	 
	 	By:  	 /s/ Cornelis Overgaaun	 
	 	 	Name:  	Cornelis Overgaaun 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	 	 
	 	By:  	 /s/ Evan Cohen	 
	 	 	Name:  	Evan Cohen 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	DVB BANK NV,

as Lender

 	 
	 	By:  	 /s/ Cornelis Overgaaun	 
	 	 	Name:  	Cornelis Overgaaun 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	 	 
	 	By:  	 /s/ Evan Cohen	 
	 	 	Name:  	Evan Cohen 	 
	 	 	Title:  	S.V.P. 	 



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	 	NIBC BANK N.V., as Lender

 	 
	 	By:  	/s/
Dirk Kaper 	 
	 	 	Name:  	Dirk Kaper 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	/s/
Halbart Völker 	 
	 	 	Name:  	Halbart Völker 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE GOVERNOR AND COMPANY OF THE

BANK OF SCOTLAND, as Lender

 	 
	 	By:  	/s/
Alan Boothby 	 
	 	 	Name:  	Alan Boothby 	 
	 	 	Title:  	Director, Marine Finance 	 
	 
	 	BAYERISCHE HYPO-UND VEREINSBANK

AKTIENGESELLSCHAFT, as Lender

 	 
	 	By:  	/s/
Stephen Somitsch 	 
	 	 	Name:  	Stephen Somitsch 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/
Peter Grotheer-Isecke 	 
	 	 	Name:  	Peter Grotheer-Isecke 	 
	 	 	Title:  	Credit Analyst 	 
	 
	 	DVB BANK NV, as Lender

 	 
	 	By:  	/s/
Cornelis Overgaauw 	 
	 	 	Name:  	Cornelis Overgaauw 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	 	 
	 	By:  	/s/
Evan Cohen 	 
	 	 	Name:  	Evan Cohen 	 
	 	 	Title:  	S.V.P. 	 



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