EXHIBIT 10.13
DATED 2 AUGUST 2004
G BROS S.A. AND V. CAPITAL S.A.
AS LENDERS
AND
ADVENTURE HOLDINGS S.A.
AS BORROWER
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LOAN AGREEMENT
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THIS AGREEMENT is dated 2 August 2004
BETWEEN:
(1) G BROS S.A., ("Lender 1"), a limited liability company established and
existing under the laws of the Xxxxxxxx Islands whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Xxxxxxxx Xxxxxxx, XX00000 and V CAPITAL S.A., a limited liability
company established and existing under the law of the Xxxxxxxx Islands
whose registered office is at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Xxxxxxxx Xxxxxxx, XX00000 ("Lender 2")
(together the "Lenders"); and
(2) ADVENTURE HOLDINGS S.A., a limited liability company established and
existing under the laws of the Xxxxxxxx Islands whose registered office
is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,
Xxxxxxxx Xxxxxxx, XX00000 (the "Borrower").
WHEREAS:
(A) As of the date hereof the Borrower is 50% owned by Lender 1 and 50%
owned by Lender 2. The Lenders had this shareholding in the Borrower at
the Loan Date. This shareholding represents the whole of the issued
share capital of the Borrower.
(B) The loan amount is contributed in equal 50% shares by each of the
Lenders.
(C) The Borrower requested and had made available to it a loan facility so
that it may assist the Borrower's wholly owned subsidiary, Adventure
Two S.A. in its acquisition of the m/v "FREE DESTINY". A loan in the
sum of US$1,579,447.03 (one million, five hundred and seventy nine
thousand, four hundred and forty seven United States Dollars and three
cents) (the "Loan") will be advanced to the Borrower by the Lenders.
IT IS HEREBY AGREED
1.1 That the Loan will be made available from the Lenders to the Borrower
free of interest.
1.2 That unless otherwise agreed the Loan made shall be repayable, from
time to time as cash flow allows, and in any case no later than the
date of sale of the M/V 'Free Destiny' or 31 December 2006, whichever
the earliest.
1.3 Neither Lender shall unilaterally demand or accept any repayment of the
Loan in whole or in part unless the other Lender shall have consented
to the same first in writing.
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1.4 The Lenders may assign, transfer or sub-participate all or any part of
our rights or obligations under this Agreement, without the Borrower's
consent. The Lender shall notify the Borrower promptly following any
such assignment or transfer.
1.5 The Lenders may disclose to any potential assignee or transferee of all
or any part of our rights or obligations under this Agreement or any
other person who may otherwise enter into contractual relations with
the Lenders in relation to this Agreement, such information about this
Agreement and/or the Borrower and/or the Borrower's related entities as
the Lenders think fit.
1.6 This Agreement shall be governed by, and construed in accordance with,
the laws of England.
IN WITNESS whereof the Parties hereto have caused this Agreement to be executed
as a Deed by the duly authorised representatives of the Parties on the day and
year first above written.
Executed for and on behalf of ) /s/ Xxxxxx X. Gourdomichalis
G BROS S.A. by ) ---------------------------------
as duly authorised ) /s/ Xxxxxxxxxx X. Gourdomichalis
in the presence of: ) ---------------------------------
Executed for and on behalf of ) /s/ Ion Varouxakis
V. CAPITAL S.A. by )
as duly authorised )
in the presence of: )
Executed for and on behalf of ) /s/ Ion Varouxakis
ADVENTURE HOLDINGS S.A. by ) ---------------------------------
as duly authorised ) /s/ Xxxxxxxxxx X. Gourdomichalis
in the presence of: ) ---------------------------------
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