1,841,962 Ordinary Shares GRINDROD SHIPPING HOLDINGS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2021 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • New York
Date 26 August 2010 ISLAND VIEW SHIPPING INTERNATIONAL PTE. LTD. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Part A of Schedule 1 as Lenders - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 as Swap...Loan Agreement • April 6th, 2018 • Grindrod Shipping Holdings Pte. Ltd. • Deep sea foreign transportation of freight
IVS BULK 3720 PTE. LTD.Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;
Dated 18 June 2018 US$27,000,000 of which US$21,750,000 is outstanding AMENDMENT NO. 1 TO TERM LOAN FACILITY GRINDROD MARITIME LLCAssignment Agreement • April 16th, 2019 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
Appendix Part A Form of Amended and Restated Facility Agreement marked to indicate amendments to the Facility Agreement
Dated 16 March 2023 IVS BULK 3708 PTE. LTD. as the Borrower GRINDROD SHIPPING HOLDINGS LTD. as the Guarantor and The IYO BANK, LTD., SINGAPORE BRANCH as the Lender SUPPLEMENTAL AGREEMENT to the Facility Agreement dated 29 July 2019 IVS PRESTWICKSupplemental Agreement • March 27th, 2024 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England
Contents Page 1. Interpretation 1 2. Amendments to Facility Agreement 1 3. Representations and Warranties 2 4. Incorporation 2 5. Confirmation 3 6. Expenses and Stamp Duty 3 7. Counterparts 3 8. Governing Law 3 SCHEDULE 1 Definitions to insert 4 SCHEDULE 2 Definitions to replace 6 SCHEDULE 3 Clause to insert 8 SCHEDULE 4 Clauses to replace 11
SHARE PURCHASE AGREEMENT entered into between GRINDROD LIMITED andShare Purchase Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
TRANSITIONAL SERVICES AGREEMENT entered into between GRINDROD LIMITED and GRINDROD SHIPPING (SOUTH AFRICA) PROPRIETARY LIMITEDTransitional Services Agreement • June 5th, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
Addendum to the Term Facility Agreement dated July 29, 2019 for a loan up to US$15,720,000 in relation to M.V. “IVS OKUDOGO”Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
EXECUTION VERSIONShareholders’ Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England and Wales
DEED OF AMENDMENT made on 25 APRIL 2016 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
INDEMNITY AGREEMENT entered into by and between SANKATY EUROPEAN INVESTMENTS III S.À R.L. GRINDROD SHIPPING HOLDINGS LTD. IVS BULK PTE. LTD and GRINDROD SHIPPING PTE. LTD.Indemnity Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight • England and Wales
DEED OF AMENDMENT made on 20th January 2016 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
DEED OF AMENDMENT made on 6 JULY 2016. BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
SIDE LETTER No. 3Facility Agreement • March 31st, 2021 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
We refer to the facility agreement dated 21 December 2018, as amended and supplemented by side letters dated 28 June 2019 and 8 May 2020, (the "Facility Agreement") and made between (i) Unicorn Moon Pte. Ltd. and Unicorn Sun Pte. Ltd. as joint and several borrowers and hedge guarantors (the "Borrowers"), (ii) Grindrod Shipping Holdings Ltd. as parent guarantor (the "Parent Guarantor"), (iii) NIBC Bank N.V. as arranger, (iv) the financial institutions listed in Part B of Schedule 1 therein as lenders (the "Lenders"), (v) the financial institutions listed in Part B of Schedule 1 therein as hedge counterparties, (vi) NIBC Bank N.V. as facility agent (the "Facility Agent") and (vii) NIBC Bank N.V. as security agent relating to a facility in the amount of US$29,900,000 for the purposes of financing the acquisition cost of ships now owned by the Borrowers.
Dear Sir US$27M Facility Agreement Dated 9 December 2016 (as amended, restated and supplemented from time to time) (the “Facility Agreement”Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
We refer to the Facility Agreement and your letter dated 8 March 2020 on the request of certain amendments be made to the Facility Agreement.
May 21, 2021 Grindrod Shipping Pte. Ltd.Grindrod Shipping Holdings Ltd. • March 25th, 2022 • Deep sea foreign transportation of freight • New York
Addendum No. 1 to the Shareholders’ Agreement dated 2 April 2012 in respect of Leopard Tankers Pte. Ltd.Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight
shall be a standstill period of up to 3 days within which the Parties may implement the purchase of the Shares of Grindrod (in the case of an Insolvency Event affecting Grindrod) or Vitol (in the case of an Insolvency Event affecting Vitol Holding Sarl).
DEED OF AMENDMENT made on 30th December 2019 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
SIDE LETTER NO. 3Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
We refer to the facility agreement dated 9 December 2016, as amended and restated by an amending and restating agreement dated 18 June 2018, and as further amended and supplemented by side letters dated 7 December 2018 and 28 June 2019, (the "Facility Agreement") and made between (i) Grindrod Maritime LLC as borrower (the "Borrower"), (ii) Grindrod Shipping Pte. Ltd and Grindrod Shipping Holdings Ltd. as guarantors (the "Guarantors"), (iii) the financial institutions listed in Schedule 1 therein as lenders (the "Lenders"), (iv) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch) as facility agent (the "Facility Agent"), (v) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch) as security agent (the "Security Agent") and DVB Bank SE as account bank relating to the refinancing of m.t. 'MATUKU'.
FIRST ADDENDUM TO THE TRANSITIONAL SERVICES AGREEMENT entered into between GRINDROD LIMITED and GRINDROD SHIPPING (SOUTH AFRICA) PROPRIETARY LIMITEDGrindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
ContractGrindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
Dated 13 December 2011 GRINDROD SHIPPING PTE. LTD. as Borrower - and - IVS BULK OWNING PTE. LTD. IVS BULK CARRIERS PTE. LTD. IVS BULK 603 PTE. LTD. as Owners THE BANKS AND FINANCIAL INSTITUTIONS listed in Part A of Schedule 1 as Lenders - and - THE...Supplemental Agreement • April 6th, 2018 • Grindrod Shipping Holdings Pte. Ltd. • Deep sea foreign transportation of freight
DEED OF AMENDMENT made on 25 November 2019. BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
DEED OF AMENDMENT AND ACKNOWLEDGEMENT made on 4 February 2015 BETWEEN: RECITAL:Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company. The Parties and the Company now wish to amend the SHA on the terms of this Deed to further regulate the manner in which the Parties will provide funding to the Company, including the manner in which certain financing guarantees may be satisfied, and to acknowledge the manner in which payments in respect of such financing guarantees will be treated under the SHA.
HEADED PAPER OF DVB BANK SE SINGAPORE BRANCH]Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
Facility Agreement dated 9 December 2016 as Amended and Restated by an Amending and Restating Agreement dated 18 June 2018 - m.t. "MATUKU"
DEED OF AMENDMENT made on 26 March 2019 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • April 16th, 2019 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
To: Unicorn Moon Pte. Ltd.Facility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
We refer to the Facility Agreement dated 21 December 2018, as amended and supplemented from time to time and your letter dated 12 March 2020 on the request of certain amendments be made to the facility agreement.
Dated 31 May 2016 SUPPLEMENTAL AGREEMENT NO. 2 TO TERM LOAN FACILITY GRINDROD SHIPPING PTE. LTD. as Borrower IVS BULK OWNING PTE. LTD. IVS BULK CARRIERS PTE. LTD. IVS BULK 603 PTE. LTD. as Original Owners IVS BULK 612 PTE. LTD. as New Owner STANDARD...Supplemental Agreement • April 6th, 2018 • Grindrod Shipping Holdings Pte. Ltd. • Deep sea foreign transportation of freight
and to the consequential amendment of the Loan Agreement and the other Finance Documents in connection with those matters.
IMPLEMENTATION AGREEMENT entered into between GRINDROD LIMITED GRINDROD SHIPPING HOLDINGS PTE. LTD. GRINDROD SHIPPING PTE. LTD. andImplementation Agreement • May 1st, 2018 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
SIDE LETTERFacility Agreement • June 5th, 2020 • Grindrod Shipping Holdings Ltd. • Deep sea foreign transportation of freight
We refer to the facility agreement dated 21 December 2018 (the "Facility Agreement") and made between (i) Unicorn Moon Pte. Ltd. and Unicorn Sun Pte. Ltd. as joint and several borrowers and hedge guarantors (the "Borrowers"), (ii) Grindrod Shipping Holdings Pte. Ltd. as parent guarantor (the "Parent Guarantor"), (iii) NIBC Bank N.V. as arranger, (iv) the financial institutions listed in Part B of Schedule 1 therein as lenders (the "Lenders"), (vii) the financial institutions listed in Part B of Schedule 1 therein as hedge counterparties, (viii) NIBC Bank N.V. as facility agent (the "Facility Agent") and (ix) NIBC Bank N.V. as security agent relating to a facility in the amount of US$29,900,000 for the purposes of financing the acquisition cost of ships now owned by the Borrowers.
DEED OF AMENDMENT made on 11th September 2019 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
Extension of Termination DateGrindrod Shipping Holdings Pte. Ltd. • April 6th, 2018 • Deep sea foreign transportation of freight
DEED OF AMENDMENT made on 31 October 2016. BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • May 1st, 2018 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
DEED OF AMENDMENT made on 13 June 2019 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • June 5th, 2020 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
DEED OF AMENDMENT made on 31 January 2019 BETWEEN: RECITALS:Grindrod Shipping Holdings Ltd. • April 16th, 2019 • Deep sea foreign transportation of freight
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
