THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1 (as Lenders) -and- ABN AMRO BANK N.V. (as Account Bank, Agent and joint-Arranger) -and- CREDIT SUISSE (as joint Arranger) -and- CASTALIA SERVICES LTD. FIANNA NAVIGATION S.A. INGRAM LIMITED...Loan Agreement • March 16th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
INDENTUREIndenture • November 5th, 2004 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
US$27,000,000 SECURED LOAN FACILITY AGREEMENT m.v. "MARIA" (tbr "GOLDMAR") m.v. "JEDI KNIGHT" (tbr "SWIFT") m.v. "SEA WISE" (tbr "MARYBELLE")Loan Facility Agreement • March 8th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
ADDENDUM NO. 1 TO MANAGEMENT TERMINATION AGREEMENT DATED 2ND MARCH 2005Management Termination Agreement • March 14th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER dated as of January 29, 2008 among EXCEL MARITIME CARRIERS LTD., BIRD ACQUISITION CORP. and QUINTANA MARITIME LIMITEDAgreement and Plan of Merger • February 11th, 2008 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is dated as of February 7, 2008, among Excel Maritime Carriers Ltd., a corporation organized under the laws of the Republic of Liberia (the “Buyer”), Bird Acquisition Corp., a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands and a direct wholly-owned subsidiary of the Buyer (“Merger Sub”), and Quintana Maritime Limited, a non-resident domestic corporation organized under the laws of the Republic of the Marshall Islands (the “Company”).
Exhibit 99.1 MEMORANDUM OF AGREEMENT SALEFORM 1993 Dated 3rd March 2005 Contract No. 2005/01 Gemport Gemlik Liman Ve Depolama Isletmeleri A.S. Kocacukur Mevkii P.K.101 16600, Gemlik, Bursa, Turkey. hereinafter called the Sellers, have agreed to sell,...Memorandum of Agreement • March 16th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • London
Form of Sales Agreement SALES AGREEMENT [Date] Cantor Fitzgerald & Co. 135 East 57th Street New York, NY 10022 Hibernia Southcoast Capital, Inc. 909 Poydras Street, Suite 100 New Orleans, Louisiana 70112 Dear Sirs/Ladies: Excel Maritime Carriers Ltd.,...Sales Agreement • March 8th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
WITNESSETH:Management Agreement Termination • March 14th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • Maritime
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2008 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 10, 2007 (this “Agreement”) between Excel Maritime Carriers Ltd., a company organized under the laws The Republic of Liberia (the “Company”) and Deutsche Bank Securities Inc. (the “Initial Purchaser”) pursuant to the Purchase Agreement dated October 3, 2007 (the “Purchase Agreement”), between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
Date 15 April 2008 EXCEL MARITIME CARRIERS LTD. as Guarantor - and - FORTIS BANK (NEDERLAND) N.V. as Bank GUARANTEE relating to a Master Agreement dated 19 July 2006 (as amended) CONSTANT & CONSTANT 2, Defteras Merarchias GreeceGuarantee • May 27th, 2008 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
US $1,400,000,000 SENIOR SECURED CREDIT FACILITY Dated as of April 15, 2008 Among EXCEL MARITIME CARRIERS LTD. as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and NORDEA BANK FINLAND PLC, LONDON BRANCH as Administrative Agent and...Senior Secured Credit Facility • May 27th, 2008 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
AMENDMENT NO. 2 TO SENIOR SECURED CREDIT FACILITYSenior Secured Credit Facility • March 30th, 2012 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
AMENDMENT NO. 2 DATED AS OF JUNE 1, 2010 (the "Amendment No. 2"), among the undersigned (i) EXCEL MARITIME CARRIERS LTD., a Liberian corporation, as borrower (the "Borrower"), (ii) the banks, financial institutions and other institutional lenders listed Lenders on the signature pages hereof, (iii) NORDEA BANK FINLAND PLC, LONDON BRANCH individually ("Nordea") and as Administrative Agent (the "Administrative Agent") for the Secured Parties, (iv) NORDEA, DVB BANK SE, DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT ("DB"), GENERAL ELECTRIC CAPITAL CORPORATION, and HSH NORDBANK AG, as lead arrangers (the "Lead Arrangers"), (v) NATIONAL BANK OF GREECE S.A., CREDIT SUISSE AG (previously known as Credit Suisse) and BNP PARIBAS FORTIS, as co-arrangers (the "Co-Arrangers"), (vi) NORDEA and DB, as book runners and (vii) NORDEA, as Issuing Bank, to the SENIOR SECURED CREDIT FACILITY, dated as of April 14, 2008, as amended by Amendment No. 1 to Senior Credit Facility dated as March 31, 2009 as so ame
FACE OF NOTE]Security Agreement • June 10th, 2008 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
THIS SECURITY AND THE SHARES OF CLASS A COMMON STOCK (“CLASS A COMMON STOCK”) OF EXCEL MARITIME CARRIERS LTD. (THE “COMPANY”) ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS. NONE OF THIS SECURITY, THE SHARES OF CLASS A COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
STOCK PURCHASE AGREEMENT by and among EXCEL MARITIME CARRIERS LTD., as Seller and LHADA HOLDINGS INC. and TANEW HOLDINGS INC., as Purchasers Dated as of March 2nd, 2009Stock Purchase Agreement • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 2nd, 2009, by and among EXCEL MARITIME CARRIERS LTD., a corporation organized under the laws of the Republic of Liberia (the "Company"), and LHADA HOLDINGS INC., a corporation organized under the laws of the Republic of Liberia ("Lhada") and TANEW HOLDINGS INC., a corporation organized und under the laws of the Republic of Liberia ("Tanew" and together with Lhada, the "Purchasers" and each a "Purchaser").
Private & Confidential Dated 6 October 2009 _______________________________ AMCIC CAPE HOLDINGS LLC and BIRD ACQUISITION CORP. (1) (2) _______________________________ MEMBERSHIP INTEREST TRANSFER AGREEMENT for the transfer of membership interests in...Membership Interest Transfer Agreement • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
Clause Page 1 Definitions and interpretation 1 2 Conditions precedent 4 3 Agreement to sell the Lillie Membership Interests 4 4 Consideration 5 5 Agreement to transfer the Hope Membership Interests 5 6 Completion 5 7 The Warranties 8 8 Dealing with and voting on the Lillie Membership Interests and the Hope Membership Interests 9 9 Bird undertaking 10 10 Entire agreement 10 11 Announcements and confidentiality 11 12 Waivers and releases 11 13 Miscellaneous 12 14 Notices 12 15 Assignment 13 16 Governing law and agent for service of process 13 17 Jurisdiction 14
SALES AGREEMENT December 6, 2004 CANTOR FITZGERALD & CO. 135 East 57th Street New York, NY 10022 Dear Sirs/Ladies: Excel Maritime Carriers Ltd., a corporation incorporated under the laws of the Republic of Liberia (the "Company"), confirms its...Sales Agreement • December 7th, 2004 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
AMENDMENT NO. 1 TO SENIOR SECURED CREDIT FACILITYSenior Secured Credit Facility • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • New York
AMENDMENT NO. 1, DATED AS OF March 31, 2009 (the "Credit Agreement Amendment"), among the undersigned (i) EXCEL MARITIME CARRIERS LTD., a Liberian corporation, as borrower (the "Borrower"), (ii) the banks, financial institutions and other institutional lenders listed Lenders on the signature pages hereof, (iii) NORDEA BANK FINLAND PLC, LONDON BRANCH individually ("Nordea") and as Administrative Agent (the "Administrative Agent") for the Secured Parties, (iv) NORDEA, DVB BANK SE, DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT ("DB"), GENERAL ELECTRIC CAPITAL CORPORATION, and HSH NORDBANK AG, as lead arrangers (the "Lead Arrangers"), (v) NATIONAL BANK OF GREECE S.A., CREDIT SUISSE and FORTIS BANK, as co-arrangers (the "Co-Arrangers"), (vi) NORDEA and DB, as book runners and (vii) NORDEA, as Issuing Bank, to the SENIOR SECURED CREDIT FACILITY, dated as of April 14, 2008 (the "Original Credit Agreement"), among (i) the Borrower, (ii) Lenders party thereto, (iii) the Administrative Agent appo
Private & Confidential Dated 6 October 2009 ____________________________________ AMCIC CAPE HOLDINGS LLC and BIRD ACQUISITION CORP. (1) (2) ____________________________________ MEMBERSHIP INTEREST TRANSFER AGREEMENT for the transfer of membership...Membership Interest Transfer Agreement • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
Clause Page 1 Definitions and interpretation 1 2 Conditions precedent 3 3 Agreement to sell the Christine Membership Interests 4 4 Consideration 4 5 Completion 4 6 The Warranties 6 7 Dealing with and voting on the Christine Membership Interests 8 8 Entire agreement 8 9 Announcements and confidentiality 8 10 Waivers and releases 9 11 Miscellaneous 9 12 Notices 10 13 Assignment 10 14 Governing law and agent for service of process 11 15 Jurisdiction 11
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT by and among EXCEL MARITIME CARRIERS LTD., as Seller and LHADA HOLDINGS INC. and TANEW HOLDINGS INC., as Purchasers Dated as of March 30, 2009Stock Purchase Agreement • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this "Amendment"), dated as of March 30, 2009, is entered into by and among EXCEL MARITIME CARRIERS LTD., a corporation organized under the laws of the Republic of Liberia (the "Company"), and LHADA HOLDINGS INC., a corporation organized under the laws of the Republic of Liberia ("Lhada") and TANEW HOLDINGS INC., a corporation organized und under the laws of the Republic of Liberia ("Tanew" and together with Lhada, the "Purchasers" and each a "Purchaser").
BROKERING AGREEMENT ------------------- THIS AGREEMENT is made on this 4th day of March 2005. BETWEEN: (1) EXCEL MARITIME CARRIERS LTD. (the "Company") a company incorporated in Liberia whose registered office is at 80, Broad Street, Monrovia,...Brokering Agreement • March 18th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
AMENDMENT NO. 4 TO SENIOR SECURED CREDIT FACILITYSenior Secured Credit Facility • March 30th, 2012 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
AMENDMENT NO. 4, dated as of July 22, 2011 (this "Amendment No. 4"), among the undersigned (i) EXCEL MARITIME CARRIERS LTD., a Liberian corporation, as borrower (the "Borrower"), (ii) the banks, financial institutions and other institutional lenders listed as Lenders on the signature pages hereof, (iii) NORDEA BANK FINLAND PLC, LONDON BRANCH individually ("Nordea") and as Administrative Agent (the "Administrative Agent") for the Secured Parties, (iv) NORDEA, DVB BANK SE, DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT ("DB"), GENERAL ELECTRIC CAPITAL CORPORATION, and HSH NORDBANK AG, as lead arrangers (the "Lead Arrangers"), (v) NATIONAL BANK OF GREECE S.A., CREDIT SUISSE AG (previously known as Credit Suisse) and BNP PARIBAS S.A., as co-arrangers (the "Co-Arrangers"), (vi) NORDEA and DB, as book runners and (vii) NORDEA, as Issuing Bank, to the SENIOR SECURED CREDIT FACILITY, dated as of April 14, 2008 (the "2008 Credit Agreement"), as amended by Amendment No. 1 to Senior Secured Credit
Exhibit 99.1 SALEFORM 1993 MEMORANDUM OF AGREEMENT Dated 22nd February, 2005 Owneast Shipping Limited, Hong Kong hereinafter called the Sellers, have agreed to sell, and Castalia Services Ltd, of Monrovia, Liberia hereinafter called the Buyers, have...Memorandum of Agreement • March 8th, 2005 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight • London
AMENDMENT NO. 3 TO SENIOR SECURED CREDIT FACILITYSenior Secured Credit Facility • March 30th, 2012 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
AMENDMENT NO. 3 dated as of December 23, 2010 (the "Amendment No. 3"), among the undersigned (i) EXCEL MARITIME CARRIERS LTD., a Liberian corporation, as borrower (the "Borrower"), (ii) the banks, financial institutions and other institutional lenders listed Lenders on the signature pages hereof, (iii) NORDEA BANK FINLAND PLC, LONDON BRANCH individually ("Nordea") and as Administrative Agent (the "Administrative Agent") for the Secured Parties, (iv) NORDEA, DVB BANK SE, DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT ("DB"), GENERAL ELECTRIC CAPITAL CORPORATION, and HSH NORDBANK AG, as lead arrangers (the "Lead Arrangers"), (v) NATIONAL BANK OF GREECE S.A., CREDIT SUISSE AG (previously known as Credit Suisse) and BNP PARIBAS S.A. (as assignee of BNP PARIBAS FORTIS), as co-arrangers (the "Co-Arrangers"), (vi) NORDEA and DB, as book runners and (vii) NORDEA, as Issuing Bank, to the SENIOR SECURED CREDIT FACILITY, dated as of April 14, 2008, as amended by Amendment No. 1 to Senior Secured Cr
