SUPPLEMENTAL AGREEMENT
Exhibit 4.18
| To: |
PAROSEA SHIPPING CO.
BLUESEA SHIPPING CO.
MINOANSEA MARITIME CO.
EPANASTASEA MARITIME CO.
each of
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro, MH96960
Republic of the Xxxxxxxx Islands
(as joint and several Borrowers)
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| Cc: |
UNITED MARITIME CORPORATION
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro, MH96960
Republic of the Xxxxxxxx Islands
(as Guarantor and as Shareholder)
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26 October 2022
Dear Sirs,
Facility agreement dated 8 August 2022 and entered into between, among others, (i) the Borrowers, (ii) the Guarantor, (iii) the Lenders, (iv) Kroll Agency Services Limited as Facility Agent and
(iv) Kroll Trustee Services Limited as Security Agent in respect of a loan facility of up to US$63,600,000 (the “Facility Agreement”)
Words and expressions defined in the Facility Agreement shall have the same meaning when used in this letter unless the context requires or unless otherwise defined in this letter.
We refer to:
| (a) |
the Facility Agreement, of which an amount of US$63,600,000 is outstanding by way of principal as at the date hereof; and
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| (b) |
the agreement of the Lenders to amend Part B of Schedule 1 of the Facility Agreement.
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| 1 |
Agreement. The Finance Parties agree to the amendment of Part B of Schedule 1 of the Facility Agreement as per the terms of this letter and subject to the conditions set
out in paragraph 5 below.
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| 2 |
Amendment to the Facility Agreement. In consideration of the agreement of the Finance Parties referred to in paragraph 1 of this letter and from the date on which the
Facility Agent (acting on the instructions of the Majority Lenders) notifies the Borrowers and the other Finance Parties in writing of the satisfaction of the conditions referred to in paragraph 5 below (the “CP Confirmation Date”), effective as of the date of the Facility Agreement, the Facility Agreement shall be, and shall be deemed by this letter to have been, amended as follows:
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| (a) |
by deleting Part B of Schedule 1 in its entirety and replacing it with Schedule 1 of this letter; and
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| (b) |
by construing all references in the Facility Agreement to “this Agreement”, “hereunder” and other like expressions as references to the Facility Agreement as amended and supplemented by this letter.
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| 3 |
| (a) |
the definition of, and references throughout each of the Finance Documents, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement
and those Finance Documents as amended and supplemented by this letter; and
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| (b) |
by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to such Finance Documents as amended and
supplemented by this letter.
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| 4 |
Facility Agreement and Finance Documents. The Borrowers and each other Transaction Obligor agree with the Finance Parties that all other provisions of the Facility
Agreement and the Finance Documents to which that Transaction Obligor is a party shall remain in full force and effect.
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| (a) |
a duly executed original of this letter duly signed by the Facility Agent and each Transaction Obligor;
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| (b) |
documentary evidence that the agent for service of process named in clause 48.2 (service of process) of the Facility Agreement has accepted its appointment for
service of process under this letter;
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| (c) |
a copy of any other Authorisation or other document, opinion or assurance which the Facility Agent (acting on the instructions of the Majority Lenders) reasonably considers to be necessary or desirable (if
it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by this letter or for the validity and enforceability of any Finance Document as amended and supplemented by
this letter; and
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| (d) |
evidence that the fees, costs and expenses then due from the Borrowers pursuant to paragraph 7 below have been paid or will be paid by the CP Confirmation Date.
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| 6 |
Further assurance. Clause 22.25 (further assurance) of the Facility Agreement applies to this letter as if it were expressly
incorporated in it with any necessary modifications.
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| 7 |
Expenses. The provisions of clause 15 (costs and expenses) of the Facility Agreement apply to this letter as if it were expressly
incorporated in it with any necessary modifications.
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| 8 |
Notices. Clause 38 (notices) of the Facility Agreement applies to this letter as if it were expressly incorporated in it with
any necessary modifications.
|
| 9 |
Counterparts. This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of
this letter.
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2
| 10 |
Designation of Finance Document. This letter is a Finance Document.
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| 11 |
Governing Law. This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law
and clauses 47 (governing law) and 48 (enforcement) of the Facility Agreement apply to this letter as if they were expressly incorporated in it with any
necessary modifications.
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Please confirm your acceptance to the foregoing terms and conditions by signing the acknowledgment and acceptance at the foot of this letter.
Yours faithfully
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FACILITY AGENT
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| /s/ Xxxxxx Xxxxxxx | |||
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SIGNED by
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for and on behalf of
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KROLL AGENCY SERVICES LIMITED
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SECURITY AGENT
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| /s/ Xxxxxx Xxxxxxx | |||
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SIGNED by
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for and on behalf of
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KROLL TRUSTEE SERVICES LIMITED
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LENDERS
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| /s/ Xxxxxxxx Xxxxx | |||
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SIGNED by
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for and on behalf of
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BLUE OCEAN ONSHORE FUND LP
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By: Blue Ocean GP LLC
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as its General Partner
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| /s/ Xxxxxxxx Xxxxx | |||
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SIGNED by
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for and on behalf of
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BLUE OCEAN 1839 FUND LP
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By: Blue Ocean GP LLC
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as its General Partner
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3
| /s/ Xxxxxxxx Xxxxx | |||
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SIGNED by
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for and on behalf of
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BLUE OCEAN INCOME FUND LP
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By: Blue Ocean GP LLC
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as its General Partner
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/s/ Xxxxxxxx Xxxxx | ||
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SIGNED by
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for and on behalf of
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ENTRUST GLOBAL ICAV
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for and on behalf of
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BLUE OCEAN FUND
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By: EnTrust Global Partners Offshore LP
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as its Investment Advisor
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| /s/ Xxxxxxxx Xxxxx | |||
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SIGNED by
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for and on behalf of
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BLUE OCEAN INVESTMENTS SPC
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for and on behalf of
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SEGREGATED PORTFOLIO ONE
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By: EnTrust Global Partners Offshore LP
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as its Investment Advisor
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| /s/ Xxxxxxxx Xxxxx | |||
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SIGNED by
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for and on behalf of
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BLUE OCEAN INCOME FUND II LP
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By: Blue Ocean GP LLC
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as its General Partner
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/s/ Xxxxxxxx Xxxxx | ||
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SIGNED by
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for and on behalf of
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BLUE OCEAN OFFSHORE MASTER
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FUND I LLC
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By: EnTrust Global Partners Offshore LP
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as its Investment Advisor
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4
| /s/ Xxxxxxxx Xxxxx | |||
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SIGNED by
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for and on behalf of
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BLUE OCEAN IDF SERIES OF THE SALI
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MULTI-SERIES FUND, L.P.
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By: EnTrust Global Partners Offshore LP
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as its Investment Subadvisor
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/s/ Xxxxxxxx Xxxxx | ||
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SIGNED by
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for and on behalf of
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BO FR SPV I LP
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By: EnTrust Global Ltd.
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as its Investment Manager
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5
| 1 |
We acknowledge receipt of the above letter and confirm our agreement to its terms on this 26 October 2022.
|
| 2 |
We represent and warrant to the Finance Parties on the date of this acknowledgment and acceptance and on the CP Confirmation Date that:
|
| (a) |
the representations and warranties contained in clause 18 (representations) of the Facility Agreement in respect of the Borrowers and the Guarantor are true and
correct on the date of the above letter as if all references in such clause to “this Agreement” or “this Deed” were references to the Facility Agreement as supplemented by the above letter;
|
| (b) |
our obligations expressed to be assumed by us in the above letter are legal, valid, binding and enforceable obligations; and
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| (c) |
we agree that the Finance Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of each Transaction Obligor under the Facility
Agreement and the other Finance Documents (each as amended and supplemented by the above letter).
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| /s/ Xxxxxxx Xxxxxxxx | /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
| Name: | Name: | ||||
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Title:
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Title:
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For and on behalf of
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For and on behalf of
|
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PAROSEA SHIPPING CO.
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UNITED MARITIME CORPORATION
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as Borrower
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as Guarantor
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| /s/ Xxxxxxx Xxxxxxxx | /s/ Xxxxxxxx Xxxxxxxxxxx | ||||
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Name:
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Name:
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Title:
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Title:
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For and on behalf of
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For and on behalf of
|
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BLUESEA SHIPPING CO.
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UNITED MARITIME CORPORATION
|
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as Borrower
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as Shareholder
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/s/ Xxxxxxx Xxxxxxxx | ||||
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Name:
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Title:
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For and on behalf of
MINOANSEA MARITIME CO.
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as Borrower
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| /s/ Xxxxxxx Xxxxxxxx | |||||
| Name | |||||
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Title:
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For and on behalf of
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EPANASTASEA MARITIME CO.
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as Borrower
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6
SCHEDULE 1
“PART B
THE ORIGINAL LENDERS
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Name of Original Lender
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Commitment
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Address for Communication
|
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Blue Ocean Onshore Fund LP
|
$27,048,528
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Blue Ocean Onshore Fund LP
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
|
|
Blue Ocean 1839 Fund LP
|
$13,996,303
|
Blue Ocean 1839 Fund LP
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
|
|
Blue Ocean Income Fund LP
|
$7,767,560
|
Blue Ocean Income Fund LP
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
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EnTrust Global ICAV, for and on behalf of Blue Ocean Fund
|
$5,377,810
|
EnTrust Global ICAV
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
|
7
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Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
|
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Blue Ocean Investments SPC, for and on behalf of Segregated Portfolio One
Blue Ocean Income Fund II LP
Blue Ocean Offshore Master Fund I LLC
|
$1,602,983
$2,700,260
$623,760
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Blue Ocean Investments SPC
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
Blue Ocean Income Fund II LP
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
Blue Ocean Offshore Master Fund I LLC
c/o EnTrust Global Partners Offshore LP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Email: xxxxx@xxxxxxxxxxxxx.xxx /xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx/ xxxx@xxxxxxxxxxxxx.xxx
Attention: Xxxxx Xxxx / Xxxx Xxxxxxxxxxx / Xxxxxxx Xxx
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