SCORPIO BULKERS INC.
Exhibit 4.55
May 8, 0000
Xxxxxx Xxxx Xxxxxxx Xxx, Xxx Xxxx Branch, as Agent
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Re: Credit Agreement providing for a Term Loan Facility and a Revolving Loan Facility of up to US$408,976,447
Ladies and Gentlemen:
We refer to that certain credit agreement (as amended, amended and restated, supplemented or modified from time to time, including by that certain first amendment dated March 6, 2015, the “Credit Agreement”) dated as of December 30, 2014, by and among, inter alios, (i) Scorpio Bulkers Inc., a corporation incorporated under the laws of the Republic of the Xxxxxxxx Islands, as borrower (the “Borrower”), (ii) the lenders party thereto, and (iii) Nordea Bank Finland Plc, New York Branch, as administrative agent (in such capacity, the “Agent”) and as collateral agent. Terms used herein shall have the meaning set forth in the Credit Agreement unless otherwise defined.
Pursuant to Section 3.02 of the Credit Agreement, the Borrower may cancel any part of the Term Loan Commitments and/or the Available Revolving Loan Commitments available to it without premium or penalty. Section 3.02(a) specifies that any partial cancellation shall be in integral multiples of $1,000,000 and that the Agent receive at least three Business Days’ prior notice.
Pursuant to Section 1.01 (Revolving Loan Vessel) of the Credit Agreement, the Borrower may substitute a Revolving Loan Vessel prior to the initial Vessel Acquisition Borrowing Date upon 10 Business Days’ written notice to the Agent. Section 2.01(c) specifies that the principal amount of the Loan made on the Vessel Acquisition Borrowing Date in respect of such Substitution Vessel shall not exceed the lesser of 55% of its Appraised Value or the applicable maximum loan amount set forth in Schedule VI of the Credit Agreement opposite the vessel being substituted.
The Borrower hereby requests that Sixty Million Dollars ($60,000,000) of the Term Loan Commitments be cancelled, effective May 13, 2015. The Borrower is cancelling the part of the Term Loan Commitments corresponding to the following two vessels:
Name Xxxx
XXX XXXXXXXXX 0000
XXX PERFECTO 1060
The Borrower hereby further requests that Thirteen Million Dollars ($13,000,000) of the Available Revolving Loan Commitments be cancelled, effective May 13, 2015. The Borrower will be cancelling part of the Available Revolving Loan Commitments relating to the vessel “SBI PRESIDENTE” with Hull Number 1061. The Borrower requests that the vessel “SBI PRESIDENTE” be substituted with the following Substitution Vessel, effective May 22, 2015:
Exhibit 4.55
Name | Owner | Vessel Type | DWT | Flag | Yard | Expected Delivery |
SBI ECHO | SBI Echo Shipping Company Limited | Ultramax | 61,000 | Xxxxxxxx Islands | Imabari Shipbuilding Co. Ltd | July 1, 2015 |
By its execution of this letter agreement, The Borrower hereby certifies that the vessel “SBI ECHO” meets the requirements of a Substitution Vessel under the Credit Agreement.
By its execution of this letter agreement, the Agent hereby agrees to cancel $60,000,000 of the Term Loan Commitments and to cancel $13,000,000 of the Available Revolving Loan Commitments. The Agent further consents to the substitution of the vessel “SBI PRESIDENTE” with the vessel “SBI ECHO” pursuant to the terms of the Credit Agreement and to the updating of Schedule VI thereto with the revised schedule attached hereto as Exhibit A.
By its execution of this letter agreement, the Borrower hereby represents and warrants that, as of the date hereof, no Event of Default or event which, with the passage of time, giving of notice or both would become an Event of Default, has occurred or is continuing. The Borrower hereby reaffirms, as of the date hereof, each and every representation and warranty made thereby in the Credit Agreement, except for representations and warranties, if any, given as of a specified date.
By its execution of this letter agreement, the Borrower agrees that all other terms and conditions of the Credit Agreement shall remain in full force and effect and the Credit Agreement shall be read and construed as if the terms of this letter agreement were included therein by way of addition or substitution, as the case may be. In addition, all rights and obligations of the parties to the Credit Agreement shall remain in full force and effect.
This letter agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.
This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to choice-of-law principles.
Exhibit 4.55
Kindly indicate your acceptance and agreement with the foregoing by executing this letter agreement in the space indicated below.
Very truly yours,
as Borrower
/s/ Xxxx Xxxxx
By:___________________________________
Name: Xxxx Xxxxx
Title: Chief Financial Officer
Exhibit 4.55
CONSENTED TO AND AGREED as of May _8__, 2015.
NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
as Agent
/s/ Xxxxxxx Xxxxx Xxxxxxxxxxxx
By:___________________________________
Name: Xxxxxxx Xxxxx Xxxxxxxxxxxx
Title: First Vice President
/s/ Xxxxxx Xxxxxx
By:___________________________________
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
Exhibit 4.55
EXHIBIT A
VESSEL SCHEDULE
Exhibit 4.55
SCHEDULE VI
A. Term Loan Vessels
Vessel Name | Registered Owner | Type | Flag | DWT | Builder’s Hull Number | Estimated Delivery Date | Contract Price | Maximum Loan Amount |
SBI Athena | SBI Athena Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 64,000 | CX0610 | Q1 2015 | $27,250,000 | $14,987,500 |
SBI Conga | SBI Conga Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1722A | Q2 2015 | $31,310,000 | $17,220,500 |
SBI Behike | SBI Behike Shipping Company Limited | Capesize | Xxxxxxxx Islands | 180,000 | HN1058 | Q4 2015 | $61,400,000 | $33,770,000 |
SBI Bolero | SBI Bolero Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1723A | Q3 2015 | $31,310,000 | $33,770,000 |
SBI Monterrey | SBI Monterrey Shipping Company Limited | Capesize | Xxxxxxxx Islands | 180,000 | HN1059 | Q1 2016 | $61,400,000 | $17,220,500 |
SBI Sousta | SBI Sousta Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1724A | Q3 2015 | $31,310,000 | $17,220,500 |
SBI Rock | SBI Rock Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | 1092 | Q4 2015 | $29,313,000 | $16,122,150 |
SBI Xxxxxx | SBI Xxxxxx Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 64,000 | CX0612 | Q4 2015 | $27,250,000 | $14,987,500 |
SBI Twist | SBI Twist Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | 1093 | Q1 2016 | $29,313,000 | $16,122,150 |
SBI Reggae | SBI Reggae Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1725A | Q4 2015 | $31,310,000 | $17,220,500 |
SBI Parapara | SBI Parapara Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1735A | Q1 2016 | $31,310,000 | $17,220,500 |
1 The information in this SCHEDULE VI shall be updated for each Collateral Vessel after each Borrowing Date, and may be supplemented by written notice to the Administrative Agent and Collateral Agent prior to each such Borrowing Date pursuant to Section 6.18 of this Agreement.
Exhibit 4.55
B. Revolving Loan Vessels
Vessel Name | Registered Owner | Type | Flag | DWT | Builder’s Hull Number | Estimated Delivery Date | Contract Price | Maximum Loan Amount |
SBI Echo | SBI Echo Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 61,000 | S870 | Q3 2015 | $30,750,000 | $17,124,523 |
SBI Zumba | SBI Zumba Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1726A | Q1 2016 | $31,310,000 | $17,220,500 |
SBI Mazurka | SBI Mazurka Shipping Company Limited | Kamsarmax | Xxxxxxxx Islands | 82,000 | H1736A | Q2 2016 | $31,310,000 | $17,220,500 |
SBI Hera | SBI Hera Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 60,200 | 1907 | Q2 2016 | $31,045,490 | $17,075,020 |
SBI Zeus | SBI Zeus Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 60,200 | 1906 | Q2 2016 | $31,045,490 | $17,075,020 |
SBI Poseidon | SBI Poseidon Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 60,200 | 1911 | Q3 2016 | $31,045,490 | $17,075,020 |
SBI Apollo | SBI Apollo Shipping Company Limited | Ultramax | Xxxxxxxx Islands | 60,200 | 1912 | Q3 2016 | $31,045,490 | $17,075,020 |
