Private & Confidential Execution Version
Exhibit 10.12
|
Private & Confidential |
Execution Version |
Dated June 15, 2015
DORIAN LPG FINANCE LLC
as Borrower
THE ENTITIES
listed in Schedule 1, Part B
as Upstream Guarantors
as Facility Guarantor
ABN AMRO CAPITAL USA LLC
CITIBANK N.A., LONDON BRANCH
and
THE OTHER BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part D
as Bookrunners
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part E
as Mandated Lead Arrangers
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part F
as Commercial Lenders
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part G
as KEXIM Lenders
THE EXPORT-IMPORT BANK OF KOREA
as KEXIM
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part I
as K-sure Lenders
THE BANKS AND FINANCIAL INSTITUTIONS
Listed in Schedule 1, Part J
as Swap Banks
ABN AMRO CAPITAL USA LLC
as Global Coordinator, Administrative Agent and Security Agent
CITIBANK N.A., LONDON BRANCH
or any of its holding companies, subsidiaries or affiliates
as ECA coordinator
CITIBANK N.A., LONDON BRANCH
as ECA Agent
AMENDMENT NO. 1 TO FACILITY AGREEMENT
for a Loan of up to $758,105,296
NORTON XXXX XXXXXXXXX
AMENDMENT NO. 1 TO FACILITY AGREEMENT (this Amendment), dated as of June 15, 2015 and effective as of the Effective Date, relating to the Facility Agreement dated March 23, 2015 (the Original Facility Agreement and as further amended hereby, the Facility Agreement), made among (1) Dorian LPG Finance LLC, as borrower (the Borrower), (2) the entities listed in Schedule 1, Part B therein, as upstream guarantors, (3) Dorian LPG Ltd., as facility guarantor (the Facility Guarantor), (4) ABN AMRO Capital USA LLC (the Security Agent), Citibank N.A., London Branch (Citi) and the other banks and financial institutions listed in Schedule 1, Part D therein, as bookrunners, (5) the banks and financial institutions listed in Schedule 1, Part E therein, as mandated lead arrangers, (6) the banks and financial institutions listed in Schedule 1, Part F therein, as commercial lenders (the Commercial Lenders), (7) the banks and financial institutions listed in Schedule 1, Part G therein, as KEXIM lenders (the KEXIM Lenders), (8) the Export-Import Bank of Korea, as KEXIM (KEXIM), (9) the banks and financial institutions listed in Schedule 1, Part I therein, as K-sure lenders (the K-sure Lenders, and together with the Commercial Lenders, KEXIM and the KEXIM Lenders, the Lenders and each a Lender), (10) the banks and financial institutions listed in Schedule 1, Part J therein, as swap banks, (11) the Security Agent as global coordinator, administrative agent, and security agent, (12) Citi, as ECA coordinator, and (13) Citi, as ECA Agent (as may be amended, supplemented, varied, extended or replaced from time-to-time), pursuant to which the Lenders agreed to make available to the Borrower, upon the terms and conditions therein described, a loan facility in the original amount of up to Seven Hundred Fifty Eight Million One Hundred Five Thousand Two Hundred Ninety Six United States Dollars (USD$758,105,296).
WITNESSETH:
WHEREAS, pursuant to Clause 19.2 (Financial condition) of the Original Facility Agreement, the Facility Guarantor is required to maintain Consolidated Liquidity at least equal to the Liquidity Reserve Required Balance, with such amounts to be held in an Earnings Account pursuant to Clause 25.1 (Earnings Accounts);
WHEREAS, it is the intention of all parties that only that portion of the Liquidity Reserve Required Balance which relates to the Ships delivered under the Facility Agreement shall be required to be held in an Earnings Account and the balance of the funds relating to any other delivered vessel in the Facility Guarantor's fleet may be held in other accounts;
NOW, THEREFORE, subject to, and upon the terms and conditions herein set forth, and in consideration of the mutual agreements, provisions, covenants and conditions contained herein, the parties to the Original Facility Agreement hereby agree to amend certain provisions of the Facility Agreement to reflect the parties' understanding of the aforementioned matters as follows:
1. DEFINITIONS
1.1 Wherever used in this Amendment, unless the context requires otherwise: (i) terms defined in the recitals hereto shall have the meanings assigned to them in such recitals and (ii) clause 1 (Definitions and Interpretation) of the Original Facility Agreement shall apply herein, mutatis mutandis, as if set out in this Amendment in full.
1.2 The Finance Parties and the Obligors designate this Amendment as a Finance Document.
2. AMENDATORY PROVISIONS
2.1 From and after the Effective Date (as defined in clause 3.1), all references in the Original Facility Agreement to "this Agreement" (or words or phrases of a similar meaning) shall be deemed to be references to the Original Facility Agreement as amended by this Amendment unless the context otherwise specifically requires.
2.2 In clause 1.1 (Definitions) of the Original Facility Agreement, the following definition shall be inserted:
Minimum Earnings Account Balance means an amount at least equal to the aggregate of (i) $25,000,000 and (ii) $1,100,000 for each delivered Ship.
2.3 In clause 1.1 (Definitions) of the Original Facility Agreement, the last sentence of the definition of "Security Value" shall be deleted and replaced by the following:
For the avoidance of doubt, neither the Liquidity Reserve Required Balance nor the Minimum Earnings Account Balance shall be taken into account when calculating Security Value.
2.4 Clause 19.2(a) of the Original Facility Agreement shall be deleted and replaced in its entirety by the following:
Minimum Liquidity: At all times it maintains Consolidated Liquidity at least equal to the Liquidity Reserve Required Balance, of which the Minimum Earnings Account Balance shall be held in an Earnings Account pursuant to Clause 25.1 (Earnings Account).
2.5 Clause 25.1(c) (Earnings Account) of the Original Facility Agreement shall be amended to replace "Liquidity Reserve Required Balance" with "Minimum Earnings Account Balance".
2.6 Clause 25.1(d) (Earnings Account) of the Original Facility Agreement shall be amended to replace "Liquidity Reserve Required Balance" with "Minimum Earnings Account Balance".
2.7 Clause 25.1(e)(iii) (Earnings Account) of the Original Facility Agreement shall be amended to replace "Liquidity Reserve Required Balance" with "Minimum Earnings Account Balance".
2.8 The following sub-clause (iv) shall be added in Clause 25.1(e):
(iv) The Facility Guarantor maintains at all times Consolidated Liquidity in aggregate at least equal to the Liquidity Reserve Required Balance.".
2.9 The word "and" at the end of Clause 25.1(e)(ii) shall be deleted and shall be added at the end of Clause 25.1(e)(iii).
2.10 The period at the end of Clause 25.1(e)(iii) shall be replaced with a semi-colon.
2.11 In Schedule 3 (Conditions Precedent), Part 2 (Conditions precedent to each Utilization Date) Item 7 (Establishment of Accounts) of the Original Facility Agreement shall be amended to replace both references to "Liquidity Reserve Required Balance" with "Minimum Earnings Account Balance". In addition, the following sentence shall be added to the end thereof:
In addition, the aggregate amount standing to the credit of the Facility Guarantor's accounts (including the Earnings Account) on a consolidated basis is at least equal to the Liquidity Reserve Required Balance.
2.12 In Schedule 9 (Compliance Certificate), Item 2(a) shall be deleted in its entirety and replaced by the following:
pursuant to the requirements more particularly described in Clause 19.2(a) (Minimum Liquidity): (i) the Consolidated Liquidity is equal to $[•], which is at least equal to the Liquidity Reserve Required Balance, (ii) the Liquidity Reserve Required Balance is $[•] and (iii) the Minimum Earnings Account Balance is $[•] and is being maintained in an Earnings Account.
3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
3.1 This Amendment shall not be effective unless and until the date the Administrative Agent, or its duly authorized representative, shall have received the fully executed Amendment and the other evidence set forth in this clause 3, in form and substance satisfactory to the Agent and at such time, this Amendment shall be deemed effective as of March 23, 2015 (the "Effective Date").
3.2 No Default: No Default shall have occurred and be continuing under the Facility Documents or will occur by virtue of entering into this Amendment or the transactions contemplated hereby.
3.3 No Material Adverse Change: In the determination of the Required Lenders, no Material Adverse Change shall have occurred.
4. NO FURTHER CHANGES
4.1 Except as provided herein, all the remaining provisions of the Original Facility Agreement shall remain unchanged, valid and binding on all the parties thereto.
5. REPRESENTATIONS AND WARRANTIES
5.1 The representations and warranties made in Clause 17 (Representations) of the Original Facility Agreement shall be deemed repeated as of the date hereof.
6. EXISTING SECURITY
Each Obligor confirms that the Security Documents to which it is a party:
6.1 shall continue to secure all liabilities which are expressed to be secured by them; and
6.2 shall continue in full force and effect in all respects.
7. FURTHER ASSURANCE
7.1 Each Obligor shall, at the request of the Administrative Agent and at its own expense, do all such acts and things necessary or advisable to give effect to the amendments made or to be made pursuant to this Amendment.
8. GOVERNING LAW
8.1 The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement.
9. SUBMISSION TO JURISDICTION; WAIVERS
9.1 Any legal action or proceeding with respect to this Amendment shall be brought exclusively in the courts of the State of New York located in the City of New York,
Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Amendment, each of the Obligors executing this Amendment hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Amendment shall limit the right of the Finance Parties to commence any proceeding in the federal or state courts of any other jurisdiction to the extent a Finance Party determines that such action is necessary or appropriate to exercise its rights or remedies under this Amendment. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
DORIAN LPG FINANCE LLC
As Borrower
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
COMET LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
CORVETTE LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN SHANGHAI LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
Signature Page to Amendment No. 1 to Facility Agreement
XXXXXX XXXXXXX LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN SAO PAULO LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
CONCORDE LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
CONSTELLATION LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN ULSAN LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
Signature Page to Amendment No. 1 to Facility Agreement
DORIAN AMSTERDAM LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
XXXXXX XXXXXX LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN BARCELONA LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN TOKYO LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN DUBAI LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
Signature Page to Amendment No. 1 to Facility Agreement
DORIAN GENEVA LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN CAPE TOWN LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
COMMANDER LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN EXPLORER LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
DORIAN EXPORTER LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
President |
Signature Page to Amendment No. 1 to Facility Agreement
As Facility Guarantor
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By: |
/s/ Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx Xxxxx |
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Title: |
Chief Financial Officer |
ABN AMRO CAPITAL USA LLC
As Bookrunner, Mandated Lead Arranger, Global Coordinator, Administrative Agent, Security Agent and Original Lender
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Managing Director |
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Title: |
Managing Director |
ABN AMRO BANK N.V.
As Swap Bank
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By: |
/s/ X.X.Xxxxxxxx |
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By: |
/s/ A.C.A.J. Biesbroeck |
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Name: |
X.X.Xxxxxxxx |
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Name: |
A.C.A.J. Biesbroeck |
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Title: |
|
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Title: |
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CITIBANK N.A., LONDON BRANCH
As Bookrunner, Mandated Lead Arranger, ECA Coordinator, ECA Agent and Original Lender
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By: |
/s/ Xxxx Xxxx |
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By: |
|
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Name: |
Xxxx Xxxx |
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Name: |
|
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Title: |
Vice President |
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Title: |
|
Signature Page to Amendment No. 1 to Facility Agreement
CITIGROUP GLOBAL MARKETS INC.
As Swap Bank
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By: |
/s/ Xxxxxxx X.X. Xxxxxx |
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By: |
|
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Name: |
Xxxxxxx X.X. Xxxxxx |
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Name: |
|
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Title: |
Managing Director |
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Title: |
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THE EXPORT-IMPORT BANK OF KOREA
As Mandated Lead Arranger, Swap Bank and Original Lender
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By: |
/s/ Seo Xxx Xxx |
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By: |
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Name: |
Seo Xxx Xxx |
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Name: |
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Title: |
Senior Loan Officer |
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Title: |
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ING CAPITAL MARKETS LLC
As Swap Bank
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By: |
/s/ Xxxx X. Xxxxxxxx |
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By: |
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Name: |
Xxxx X. Xxxxxxxx |
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Name: |
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Title: |
Director |
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Title: |
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ING BANK N.V., LONDON BRANCH
As Bookrunner, Mandated Lead Arranger and Original Lender
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By: |
/s/ Xxxxx Xxxxx |
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By: |
/s/ Xxxx Xxxxxxxxxx |
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Name: |
Xxxxx Xxxxx |
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Name: |
Xxxx Xxxxxxxxxx |
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Title: |
MD |
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Title: |
VP |
Signature Page to Amendment No. 1 to Facility Agreement
DVB BANK SE
As Bookrunner, Mandated Lead Arranger, Swap Bank and Original Lender
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By: |
/s/ Ole Chr. Xxxxx |
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By: |
/s/ Jegg Xxxxxx Xxxxx |
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Name: |
Ole Chr. Xxxxx |
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Name: |
Jegg Xxxxxx Xxxxx |
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Title: |
AVP |
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Title: |
VP |
COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH
As Swap Bank and Original Lender
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By: |
/s/ Xxxxx Xxxxxx |
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By: |
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Name: |
Xxxxx Xxxxxx |
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Name: |
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Title: |
Head of Americas Origination Structured Asset Finance |
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Title: |
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DEUTSCHE BANK AG, HONG KONG BRANCH
As Mandated Lead Arranger and Original Lender
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By: |
/s/ Xxxxxx Xxx |
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By: |
/s/ Xxx-KS Cheng |
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Name: |
Xxxxxx Xxx |
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Name: |
Xxx-KS Cheng |
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Title: |
Vice President Structured Trade & Export Finance Hong Kong |
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Title: |
Associate Structured Trade & Export Finance Hong Kong |
DZ BANK AG
DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN
As Original Lender
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By: |
/s/ Xxxxxxx Xxxxxxx |
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By: |
/s/ Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Managing Director |
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Title: |
Associate Director |
Signature Page to Amendment No. 1 to Facility Agreement
SANTANDER BANK, N.A.
As Original Lender
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By: |
/s/ Xxxx-Xxxxxxxx Xxxxxx |
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By: |
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Name: |
Xxxx-Xxxxxxxx Xxxxxx |
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Name: |
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Title: |
Executive Director |
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Title: |
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BANCO SANTANDER, S.A.
As Mandated Lead Arranger
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By: |
/s/ Xxxxxxxx Xxxxxxxxxxxxx |
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By: |
/s/ Xxxxxxxxx Xxxxxxx Xxxxx |
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Name: |
Xxxxxxxx Xxxxxxxxxxxxx |
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Name: |
Xxxxxxxxx Xxxxxxx Xxxxx |
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Title: |
Associate |
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Title: |
Managing Director |
Signature Page to Amendment No. 1 to Facility Agreement
