Dorian LPG Finance LLC c/o Dorian LPG (USA) LLC Stamford, CT 06902 USA
Exhibit 10.13
Dorian LPG Finance LLC
c/o Dorian LPG (USA) LLC
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000 XXX
From: Dorian LPG Finance LLC
Trust Company Complex
Ajeltake Road, Ajeltake Island
Majuro, Xxxxxxxx Xxxxxxx
XX00000
x/x Xxxxxx XXX (XXX) LLC
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
To: The parties listed in Schedule 1
February 1, 2016
Dear Sirs/Madams:
Re: Side Letter to the Facility Agreement, dated March 23, 2015 as amended by Amendment No. 1, dated June 15, 2015 (together, the "Facility Agreement")
1. We refer to the Facility Agreement. Defined expressions in the Facility Agreement shall have the same meaning when used herein unless the context otherwise requires.
2. We hereby confirm and acknowledge the following:
(a) |
Clause 3.1 (Purpose) of the Facility Agreement provides that each Advance shall be made available in the lesser of (a) 55% of the Delivered Price of each Ship (other than with respect to Ship 1 and Ship 2 which shall be 55% of the Age Adjusted Delivered Price of each Ship), plus an amount equal to the K-sure Premium and KEXIM Premium for such Ship, and (b) 55% of the Fair Market Value of such Ship, tested at the time of delivery of such Ship, plus an amount equal to the K-sure Premium and KEXIM Premium for such Ship, for an aggregate maximum principal amount of $758,105,296 for all Advances; |
(b) |
Clause 1.1 (Definitions) of the Facility Agreement defines the Delivered Price of each Ship as such Ship's Contract Price, Extras and Contingent Extras, up to a maximum for such Ship as specified in Schedule 2 (Ship information) to the Facility Agreement, and provides that the aggregate of Contingent Extras shall not exceed $2,336,364; |
(c) |
he Delivered Price for Ship 6 was $77,123,470, which was $236,530 less than anticipated (the "Excess Amount"); and |
(d) |
the aggregate amount of Contingent Extras for all Ships will exceed $2,336,364. |
3. In consideration of the above, we have requested and the other Parties have agreed that the Excess Amount ($130,091) of which being the undrawn Commitment with respect to Ship 6), shall be re-allocated to finance an increase in Contingent Extras.
4. The Parties have agreed to the following consequential amendment to the Facility Agreement:
in the definition of Contingent Extras in Clause 1.1 (Definitions), "$2,336,364" shall be deleted and replaced with "$2,572,894".
5. We hereby confirm our agreement to the above amendment which will be effective, as of the date first mentioned above, once each of the Parties has confirmed its acknowledgment and agreement to the provisions of this letter by counter-signing this letter.
6. The Facility Agreement shall be hereby amended (and deemed amended) in accordance with this letter.
7. This letter is a Finance Document.
8. Save as amended by this letter, the provisions of the Facility Agreement shall continue in full force and effect and the Facility Agreement and this letter shall be read and construed together as one instrument.
9. From and after the date first above written, all references in the Facility Agreement to "this Agreement" (or words or phrases of a similar meaning) shall be deemed to be references to the Facility Agreement as amended by this letter unless the context otherwise specifically requires.
10. This letter and any non-contractual obligations in connection with it are governed by, and shall be construed in accordance with, New York law.
[Signature Pages Follow]
Yours faithfully
DORIAN LPG FINANCE LLC
As Borrower
By: |
/s/ Xxxxxxxx X. Xxxxx |
|
Name: |
Xxxxxxxx X. Xxxxx |
|
Title: |
President |
|
Acknowledged and agreed to by:
As Facility Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
Chief Financial Officer |
COMET LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
CORVETTE LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN SHANGHAI LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
XXXXXX XXXXXXX LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN SAO PAULO LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
CONCORDE LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
CONSTELLATION LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN ULSAN LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN AMSTERDAM LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
XXXXXX XXXXXX LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN BARCELONA LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN TOKYO LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN DUBAI LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN GENEVA LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN CAPE TOWN LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
COMMANDER LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN EXPLORER LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
DORIAN EXPORTER LPG TRANSPORT LLC
As Upstream Guarantor
By: |
/s/ Xxxxxxxx X. Xxxxx |
Name: |
Xxxxxxxx Xxxxx |
Title: |
President |
ABN AMRO CAPITAL USA LLC
As Bookrunner, Mandated Lead Arranger, Global Coordinator, Administrative Agent, Security Agent and Original Lender
By: |
/s/ Xxxxxxx Xxxxxxxxx |
|
By: |
/s/ Xxxxxxx Xxxxxx |
Name: |
Xxxxxxx Xxxxxxxxx |
|
Name: |
Xxxxxxx Xxxxxx |
Title: |
Managing Director |
|
Title: |
Managing Director |
ABN AMRO BANK N.V.
As Swap Bank
By: |
/s/ M.N. Xxxxxxxxx |
|
By: |
/s/ Nienke Blans |
Name: |
M.N. Xxxxxxxxx |
|
Name: |
Nienke Blans |
Title: |
|
|
Title: |
|
CITIBANK N.A., LONDON BRANCH
As Bookrunner, Mandated Lead Arranger, ECA Coordinator, ECA Agent and Original Lender
By: |
/s/ X.X. Xxxxxxxxxx |
|
By: |
|
Name: |
X.X. Xxxxxxxxxx |
|
Name: |
|
Title: |
Vice President |
|
Title: |
|
CITIGROUP GLOBAL MARKETS INC.
As Swap Bank
By: |
/s/ Xxxxxxxxx Xxxxx |
|
By: |
|
Name: |
Xxxxxxxxx Xxxxx |
|
Name: |
|
Title: |
Managing Director |
|
Title: |
|
THE EXPORT-IMPORT BANK OF KOREA
As Mandated Lead Arranger, Swap Bank and Original Lender
By: |
/s/ Xxxx Xxxx-Xxxx |
|
By: |
|
Name: |
Xxxx Xxxx-Xxxx |
|
Name: |
|
Title: |
Director |
|
Title: |
|
ING CAPITAL MARKETS LLC
As Swap Bank
By: |
/s/ Xxxxx Xxx |
|
By: |
|
Name: |
Xxxxx Xxx |
|
Name: |
|
Title: |
Director |
|
Title: |
|
ING BANK N.V., LONDON BRANCH
As Bookrunner, Mandated Lead Arranger and Original Lender
By: |
/s/ Xxxx Xxxxxx |
|
By: |
/s/ Xxxxxxxx Xxxx |
Name: |
Xxxxx Xxxxx |
|
Name: |
Xxxxxxxx Xxxx |
Title: |
Managing Director |
|
Title: |
Director |
DVB BANK SE
As Bookrunner, Mandated Lead Arranger, Swap Bank and Original Lender
By: |
/s/ Xxxx Savvatianou |
|
By: |
/s/ Xxxxx Xxxxxxxxx |
Name: |
Xxxx Savvatianou |
|
Name: |
Xxxxx Xxxxxxxxx |
Title: |
Vide President |
|
Title: |
Vive President |
COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH
As Swap Bank and Original Lender
By: |
/s/ Xxxx Xxxxxxx |
|
By: |
|
Name: |
Xxxx Xxxxxxx |
|
Name: |
|
Title: |
Associate Director |
|
Title: |
|
DEUTSCHE BANK AG, HONG KONG BRANCH
As Mandated Lead Arranger and Original Lender
By: |
/s/ Xxxxxx Xxx |
|
By: |
/s/ Xxx Xxxxx |
Name: |
Xxxxxx Xxx |
|
Name: |
Xxx Xxxxx |
Title: |
Vice President |
|
Title: |
Associate |
DZ BANK AG
DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN
As Original Lender
By: |
/s/ Xxxxxxx Xxxxxxx |
|
By: |
/s/ Xxxxxxx Xxxxxxx |
Name: |
Xxxxxxx Xxxxxxx |
|
Name: |
Xxxxxxx Xxxxxxx |
Title: |
Managing Director |
|
Title: |
Associate Director |
SANTANDER BANK, N.A.
As Original Lender
By: |
/s/ Xxxx-Xxxxxxxx Xxxxxx |
|
By: |
|
Name: |
Xxxx-Xxxxxxxx Xxxxxx |
|
Name: |
|
Title: |
Executive Director |
|
Title: |
|
BANCO SANTANDER, S.A.
As Mandated Lead Arranger
By: |
/s/ Xxxxxxx Xxxx |
|
By: |
/s/ Xxxx Xxxx Xxxxxx |
Name: |
Xxxxxxx Xxxx |
|
Name: |
Xxxx Xxxx Xxxxxx |
Title: |
Executive Director |
|
Title: |
Executive Director |
Schedule 1
|
|
ABN AMRO Capital USA LLC 00xx Xxxxx, 000 Xxxx Xxx 00000, Xxx Xxxx, XXX |
|
DVB Bank XX 0 Xxxxxxxxx Xxxxxx & Xxxxx Xxxx. Xxxxxxxxx Xxxxx Xxxxx Xxxxxx 000 00 Xxxxxx, Xxxxxx
|
|
ABN AMRO Bank N.V. Xxxxxx Xxxxxxxxxx 00 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx |
|
Commonwealth Bank of Australia, New York Branch Level 17, 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000, XXX
|
|
Citibank N.A., London Branch Loans Operations Depaiiment 0/0 Xxxxxxxxx xxx., 0xx Xxxxx 00-000 Xxxxxx, Xxxxxx
|
|
Deutsche Bank AG, Hong Kong Branch Xxxxx 00, Xxxxxxxxxxxxx Xxxxxxxx Xxxxxx 0 Xxxxxx Xxxx Xxxx, Xxxxxxx, Xxxx Xxxx |
|
Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx 00000, Xxx Xxxx, XXX |
|
DZ BANK AG Deutsche ZentralGenossenschaftsbank, Frankfurt am Main Xxxxx xxx Xxxxxxxx 00000 Xxxxxxx0x xx Xxxx, Xxxxxxx
|
|
The Export-Import Bank of Korea BIFC 20th floor, Munhyeongeumyung-ro 40 Xxx-xx, 000-000, Xxxxx, Xxxxxxxx of Korea
|
|
Santander Bank, N.A. 4 0 Xxxx 0 0xx Xxxxxx. 10005 New York, USA |
|
ING Capital Markets LLC 0000 Xxxxxx xx xxx Xxxxxxxx 00000, Xxx Xxxx, XXX
|
|
Banco Santander, S.A. Ciudad Grupo Santander Edif. Encinar - planta 2 28660 Boadilla del Monte (Madrid) Spain |
|
ING Bank N.V., London Branch 00 Xxxxxx Xxxx Xxxxxx, XX XX0X 0XX, XX |
|
|
|