Common use of AGREEMENT OF THE PARTIES Clause in Contracts

AGREEMENT OF THE PARTIES. 3.1 The Lenders and the Agent, relying on the representations and warranties contained in clause 2 and subject to fulfilment of the conditions set out in clause 5, and the Borrowers hereby agree that, as from the Operative Date, the Loan Agreement shall be amended in the manner set out in clause 4. 3.2 The Lenders and the Agent, relying on the representations and warranties contained in clause 2 and subject to fulfilment of the conditions set out in clause 5, and the Borrowers further agree that on the Voluntary Prepayment Date:- (a) the Guarantor shall inject $3,085,000 worth of capital into each Borrower and each Borrower shall, upon such date (or such later date as stipulated by the Agent), make a voluntary prepayment of all the repayment instalments due on each of the Repayment Dates for the relevant Tranche up to and including 31 March 2011 together with any costs incurred and invoiced by the Lenders and any accrued interest on the amount prepaid by utilising such injected capital of $3,085,000 and any amounts standing to the credit of the Accounts, save in each case without payment of any other fee, premium or penalty as a consequence of such prepayment, including without limitation clause 4.4.2 of the Loan Agreement. Subject to the voluntary prepayment by each Borrower, the Lenders and the Agent agree to waive the security value maintenance requirement under clause 8.2 of the Loan Agreement until 31 March 2011; (b) after the prepayment referred to in sub-paragraph (a) above, any excess capital shall be credited to the relevant Account and the Borrowers shall not withdraw any funds from such Account without the prior written consent of the Agent, it being understood that any funds withdrawn by the Borrowers with the consent of the Agent shall be applied towards repayment of any Tranche or in any other manner at the sole discretion of the Agent; (c) notwithstanding clause 14.4 of the Loan Agreement, the Borrowers shall not withdraw any of the cash on hand (which amounts to the sum of $10,463,254.99 as at the date of this Agreement) towards payment of dividends without the prior written consent of the Agent; and (d) the Borrowers shall pay to the Lenders a non-refundable restructuring fee in an aggregate amount of $300,000 not later than the Voluntary Prepayment Date.

AGREEMENT OF THE PARTIES. 3.1 The Original Lenders and the Agent, relying on the representations and warranties contained in clause Clause 2 and subject to fulfilment of the conditions set out in clause Clause 5, the Borrowers and the Borrowers Guarantor hereby agree that, as from the Operative Date, the Loan Facility Agreement shall be amended in the manner set out in clause Clause 4. 3.2 The Original Lenders and the Agent, relying on the representations and warranties contained in clause Clause 2 and subject to fulfilment of the conditions set out in clause Clause 5, and the Borrowers further hereby agree that on the Voluntary Prepayment Date:- (a) Date the Guarantor shall inject not less than $3,085,000 3,780,000 worth of capital into each Borrower and each Borrower shall, upon such date (or such later date as stipulated by the Agent), make a voluntary prepayment of all the repayment instalments due on each of the Repayment Dates for the relevant Tranche up to and including 31 March 2011 Facility in an amount of not less than $3,780,000 together with any costs cost incurred and invoiced substantiated by the Lenders and any accrued interest on the amount prepaid by utilising such injected capital in the manner as set out in clause 7.3 (c) (Voluntary prepayment of $3,085,000 and any amounts standing to the credit each Facility) of the AccountsFacility Agreement. For the avoidance of doubt, save the Original Lenders and the Agent hereby agree to waive the requirements set out in clause 7.3 (a) and (d) (Voluntary Prepayment of each case without payment of any other fee, premium or penalty as a consequence of such prepayment, including without limitation clause 4.4.2 Facility) of the Loan AgreementFacility Agreement in respect of the voluntary prepayment referred hereto. Subject to the voluntary prepayment by each BorrowerBorrower and various other terms (including but not limited to an increase of the Margin), the Original Lenders and the Agent agree to waive the security value maintenance asset coverage ratio requirement under clause 8.2 22.8 (Asset coverage) of the Loan Facility Agreement until 31 March 2011; December 2012 and the financial covenants under clause 20 (bFinancial covenants) after of the prepayment referred to in sub-paragraph (a) above, any excess capital shall be credited Facility Agreement subject to the relevant Account terms and the Borrowers shall not withdraw any funds from such Account without the prior written consent of the Agent, it being understood that any funds withdrawn by the Borrowers with the consent of the Agent shall be applied towards repayment of any Tranche or conditions set forth in any other manner at the sole discretion of the Agent; (c) notwithstanding clause 14.4 of the Loan Agreement, the Borrowers shall not withdraw any of the cash on hand (which amounts to the sum of $10,463,254.99 as at the date of this Agreement) towards payment of dividends without the prior written consent of the Agent; and. (d) the 3.3 The Borrowers shall pay to the Lenders Agent a non-refundable restructuring fee in an aggregate amount of $300,000 not later than the Voluntary Prepayment Date150,000.

AGREEMENT OF THE PARTIES. 3.1 The Lenders Borrowers, the Guarantor and the Agent, relying on the representations and warranties contained in clause 2 and subject to fulfilment of the conditions set out in clause 5, and the Borrowers Lender hereby agree that, as from to the Operative Date, the Loan Agreement shall be amended in the manner set out in clause 4. 3.2 The Lenders and the Agent, relying on the representations and warranties contained in clause 2 and subject to fulfilment of the conditions set out in clause 5, and the Borrowers further agree that on the Voluntary Prepayment Date:-following: (a) the Guarantor shall inject an aggregate amount of $3,085,000 worth of capital into each Borrower and each Borrower shall11,057,087, upon such date representing: (or such later date as stipulated by the Agent), make a voluntary prepayment of all the repayment instalments due on each i) 90% of the Repayment Dates for the relevant Tranche up to and including 31 March 2011 First Sale Proceeds together with any costs incurred amounts payable in respect of lubricants and invoiced oils (amounting to a total of $10,102,540.56), which will be released pursuant to the release letter at the date of the First Sale; and (ii) $954,546.44 (the "Borrower's Equity", held at the date of this Letter in the Gladiator's Earnings Account, shall be received by the Lenders and any accrued interest on Lender prior or at the amount prepaid by utilising such injected capital time of $3,085,000 and any amounts standing to (as the credit case may be) the release of the Accounts, save mortgage registered over Ship B in each case without payment of any other fee, premium or penalty as a consequence of such prepayment, including without limitation clause 4.4.2 the Lender's favour and the completion of the Loan Agreement. Subject to the voluntary prepayment by each Borrower, the Lenders and the Agent agree to waive the security value maintenance requirement under clause 8.2 of the Loan Agreement until 31 March 2011First Sale; (b) after an aggregate amount of $ 10,530,000 (representing 90% of the prepayment referred to in sub-paragraph Second Sale Proceeds (a) above, any excess capital which shall be credited deposited in the Lender's Account) shall be received by the Lender prior to the relevant Account release of the mortgage registered over Ship C in the Lender's favour and the Borrowers shall not withdraw any funds from such Account without the prior written consent completion of the Agent, it being understood that any funds withdrawn by the Borrowers with the consent of the Agent shall be applied towards repayment of any Tranche or in any other manner at the sole discretion of the AgentSecond Sale; (c) notwithstanding clause 14.4 upon completion of the Loan Agreementeach Sale, the Borrowers shall not withdraw any hereby irrevocably and unconditionally authorise the Lender to transfer from the Lender's Account to Gladiator's Earnings Account and the Guardian's Earnings Account respectively, an amount equal to the Sale Proceeds relevant to that ship; (d) upon completion of the cash on hand (which amounts First Sale, the Borrowers hereby irrevocably and unconditionally authorise the Lender to proceed with debiting the sum Gladiator's Earnings Account with the amount of $10,463,254.99 as at the date of this Agreement) 1,552,000 towards payment of dividends without the prior written consent Deferred Amount; (e) upon completion of the AgentFirst Sale, the Borrowers hereby irrevocably and unconditionally authorise the Lender to block $9,505,087 (the "Blocked Amount I") (representing the outstanding loan amount relating to Ship B after payment of the instalment originally due on Sep 25, 2018 in accordance with clause 7.4 (Mandatory Prepayment on Sale or Total Loss) of the Facility Agreement); (f) upon completion of the Second Sale, the Borrowers hereby irrevocably and unconditionally authorise the Lender to block $10,331,617 (the "Blocked Amount II" and together with Blocked Amount I, the "Blocked Amounts") (representing the outstanding loan amount relating to Ship C after payment of the instalment originally due on Sep 25, 2018 in accordance with clause 7.4 (Mandatory Prepayment on Sale or Total Loss) of the Facility Agreement); (g) if the First Sale is not completed on or prior to 18 October 2018 the Borrowers hereby irrevocably and unconditionally authorise the Lender to debit the Gladiator's Earnings Account for payment of the Deferred Amount; (h) upon receipt of evidence satisfactory in all respects to the Lender regarding the Acquisition (including, for the avoidance of doubt, the receipt of the duly executed memorandum of agreement in respect of the New Ship), the Lender will instruct its lawyers to proceed with the preparation of the required documentation for the purpose of releasing Guardian and Gladiator from their obligations and liabilities under the Facility Agreement and the New Borrower adhering to and becoming a new party thereto; (i) the Lender consents to the application of the Sales Proceeds (or any part thereof) in completing the Acquisition; (j) if the Acquisition is not completed by the end of the Waiver Period, the Blocked Amounts shall, on the first Business Day falling after the last day of the Waiver Period, be applied in accordance with clause 7.4 (Mandatory Prepayment on Sale or Total Loss) of the Facility Agreement (and the Borrowers hereby irrevocably and unconditionally authorise the Lender to make that application); (k) on the first Business Day falling after the completion of the Acquisition, any Sales Proceeds which have not been applied towards the Acquisition shall be applied in accordance with clause 7.4 (Mandatory Prepayment on Sale or Total Loss) of the Facility Agreement (and the Borrowers hereby irrevocably and unconditionally authorise the Lender to make that application); and (dl) accrued interest and any Break Costs shall be paid by the Borrowers shall pay to the Lenders a non-refundable restructuring fee in an aggregate amount of $300,000 not later than the Voluntary Prepayment Dateseparately.