Contract
Exhibit4.10
15 April
2010
To: Sakonnet
Shipping Ltd
0xx Xxxxx,
Xxx Xx Xxxxx Xxxxx
14 Par La Ville Road
Xxxxxxxx XX 08
Bermuda
(the “Borrower”)
Fax no.: x0-000-000-0000 /
x00-0000-000-000
Attention: Xx.
Xxxxxxx Xxxxxx / Xx. Xxxxxxx Xxxxxxx
Dear
Sirs,
(i)
Loan Agreement dated 24 January 2007 made between the Borrower and The Bank of
Nova
Scotia
Asia Limited (the “Bank”) (the “Loan Agreement”) in respect of a loan facility
of up to
US$27,300,000
to part finance the acquisition of m.v. “Sakonnet” (the “Ship”) and
(ii)
Corporate Guarantee dated 24 January 2007 made between B+H Ocean Carriers Ltd.
(the
“Corporate
Guarantor”) and the Bank (the “Corporate Guarantee”).
Words and
expressions defined in the Loan Agreement shall have the same meanings when used
herein.
With
reference to the Bank’s letter(s) dated 15 September 2009, 20 March 2010 and 6
April 2010 in relation to waivers and amendments of financial covenants
requested by the Corporate Guarantor, the Bank confirms the
following:
|
(a)
|
Receipt
of the 1% amendment fee based upon the Loan outstanding as at the date of
our letter dated 15 September 2009 for the temporary waiver which was in
effect for the EBITDA / Fixed Charge covenant contained in clause 5.3.2 of
the Corporate Guarantee from 30 June 2009 up to 1 January
2010;
|
|
(b)
|
A
temporary waiver is currently in place for the EBITDA / Fixed Charge
covenant in clause 5.3.2 of the Corporate Guarantee from 1 January 2010 up
to 1 January 2011; and
|
(c) The
amendments, as requested and described in the Corporate Guarantor’s letter dated
25 January
2010
(as attached hereto), to the following Financial Covenants as set out in clause
5.3.2 of the
Corporate
Guarantee became effective as at 1 January 2010 up to maturity of the subject
facility:
(i) Minimum [Value Adjusted] Equity
Ration, (ii) Minimum Value Adjusted Equity, (iii) Positive
Working
Capital and (iv) Cash and Cash Equivalents.
All of
the above remains subject to the following:
|
1.
|
No
dividends are allowed to be distributed by the Borrower or the Corporate
Guarantor without the prior written consent of the
Bank,
|
|
2.
|
New
margin: LIBOR + 3.00% p.a. shall be effective as of 1 January
2010.
|
As the
Notice of Cancellation of the MOA for Hull#1150 (the accommodation work barge)
dated 30 March 2010 is still subject to acceptance by the shipyard, possible
penalty payments and other disputes, the Bank shall require a further update
from the Corporate Guarantor by no later than 30 April 2010.
For the
avoidance of doubt, except as set out herein, the Bank has not granted a waiver
of any breach or any Events of Default whatsoever which may be existing or may
occur under the Loan Agreement or the Corporate Guarantee. All of the
Banks’ rights are hereby reserved, and nothing herein is to be construed as a
waiver of the same.
Yours
faithfully,
s/_____________________
For and
on behalf of
The
Bank of Nova Scotia Asia Limited
(in its
capacity as the Bank)
We hereby
agree to the terms and conditions and all other contents of this
letter.
s/______________________
Signed
for and on behalf of
Sakonnet
Shipping Ltd.
Name:
Title:
s/______________________
Signed
for and on behalf of
B+H
Ocean Carriers Ltd.
Name:
Title:
