KNOX SHIPPING COMPANY
Exhibit 4.45
Dated ___ July 2021
XXXX SHIPPING COMPANY INC.
BOKAK SHIPPING COMPANY INC.
JEMO SHIPPING COMPANY INC.
GUAM SHIPING COMPANY INC.
PALAU SHIPPING COMPANY INC.
MAKUR SHIPPING COMPANY INC.
and
MANDARINGINA INC.
as joint and several Borrowers
and
XXXXX SHIPPING INC.
as Corporate Guarantor
and
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1
as Lenders
and
NORDEA BANK ABP
as Swap Bank
and
NORDEA BANK ABP, FILIAL I NORGE
as Agent, Security Trustee and
Lead Arranger
relating to a Loan Agreement dated 7 May 2020
in respect of a loan facility of (originally) up to US$55,848,000
Index
Clause
Page
1
Definitions and Interpretation
1
2
Agreement of the Creditor Parties
3
3
Conditions Precedent and Subsequent
3
4
Representations
4
5
Amendments to Loan Agreement and other Finance Documents
4
6
Further Assurance
10
7
Fees
10
8
Costs and Expenses
10
9
Notices
10
10
Counterparts
10
11
Governing Law
11
12
Enforcement
11
Schedules
Schedule 1 The Lenders and commitments
12
Schedule 2 Effective Date Certificate
13
Execution
Execution Pages
14
THIS AGREEMENT
is made on ___ July 2021
PARTIES
(1)
XXXX SHIPPING COMPANY INC
.,
BOKAK SHIPPING COMPANY INC.
,
JEMO SHIPPING COMPANY INC.
,
GUAM SHIPPING COMPANY INC.
,
PALAU SHIPPING COMPANY INC.
,
MAKUR SHIPPING COMPANY INC.,
MANDARINGINA INC.
, each a corporation incorporated in the Republic of the Xxxxxxxx Islands whose registered
office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Xxxxxxxx Islands MH96960, as joint
and several borrowers (together, the "
Borrowers
" and each a "
Borrower
");
(2)
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, as lenders (the "
Lenders
");
(3)
NORDEA BANK ABP
as swap bank (the "
Swap Bank
");
(4)
NORDEA BANK ABP, FILIAL I NORGE
Agent
");
(5)
NORDEA BANK ABP, FILIAL I NORGE
Lead Arranger
"); and
(6)
NORDEA BANK ABP, FILIAL I NORGE
as security trustee (the "
Security Trustee
").
BACKGROUND
(A) By the Loan Agreement, the Lenders have made available to the Borrowers a facility of (originally) up to $55,848,000
for the purpose of re-financing existing indebtedness secured on the Ships of which $46,540,000 is outstanding at
the date of this Agreement.
(B) The Borrowers have requested that the Creditor Parties agree to, inter alia:
(i) the increase of the Loan by an amount of up to $460,000 to be made available to the Borrowers for working
capital purposes and following the drawdown of such additional advance the outstanding amount of the
Loan shall not exceed $47,000,000; and
(ii) the extension of the Final Maturity Date to 19 March 2024,
together, the "
Requests
".
(C) This Agreement sets out the terms and conditions on which the Lenders and the other Creditor Parties agree, with
effect on and from the Effective Date, at the request of the Borrowers, to:
(i) the Requests; and
(ii) the consequential amendment of the Loan Agreement and the other Finance Documents in connection with
those matters (the "
Consequential Amendments
").
OPERATIVE PROVISIONS
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
"
Effective Date
" means the date on which the conditions precedent in Clause 3.2 are satisfied as confirmed by the
Effective Date Certificate.
"
Effective Date Certificate
" means a certificate executed by the Lender in the form set out in Schedule 2.
"
Loan Agreement
" means the Loan Agreement dated 7 May 2020 (as the same is amended or supplemented or
restated from time to time) and made between, amongst others, (i) the Borrowers, (ii) the Lenders, (iii) Swap Bank,
(iv) the Agent, (v) the Lead Arranger and (viii) the Security Trustee .
"
Mortgage Addendum
" means, in relation to each Remaining Ship, an addendum to the Mortgage in respect
thereof in agreed form.
"
Remaining Ships
" means each of Ship A, Ship B, Ship C, Ship D, Ship E, Ship F and Ship G.
"
Supplemental General Assignment
" means, in relation to each General Assignment, a document executed or to
be executed by the relevant Borrower and the Security Trustee, supplementing that General Assignment.
"
Supplemental Master Agreement Assignment
" means a document executed or to be executed by the Borrowers
and the Security Trustee, supplementing the Master Agreement Assignment.
"
Supplemental Security Documents
" means together:
(a) the Supplemental General Assignments;
(b) the Supplemental Master Agreement Assignment; and
(c) the Supplemental Shares Pledges.
"
Supplemental Shares Pledge
" means, in relation to each Shares Pledge, a document executed or to be executed
by the Corporate Guarantor and the Security Trustee, supplementing that Shares Pledge.
1.2 Defined expressions
Defined expressions in the Loan Agreement and the other Finance Documents shall have the same meanings when
used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.
1.3 Application of construction and interpretation provisions of Loan Agreement
Clause 1.2 (
Construction of certain terms
) of the Loan Agreement applies to this Agreement as if it were expressly
incorporated in it with any necessary modifications.
1.4 Designation as a Finance Document
The Borrowers and the Agent designate this Agreement as a Finance Document.
1.5 Third party rights
Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third
Parties Act to enforce or to enjoy the benefit of any term of this Agreement.
2 AGREEMENT OF THE CREDITOR PARTIES
2.1 Agreement of the Creditor Parties
The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to:
(a) the Requests; and
(b) the Consequential Amendments.
2.2 Effective Date
The agreement of the Lenders and the other Creditor Parties contained in Clause 2.1 (
Agreement of the Creditor
Parties
) shall have effect on and from the Effective Date.
3 CONDITIONS PRECEDENT AND SUBSEQUENT
3.1 General
The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 is subject to the fulfilment of
the conditions precedent in Clause 3.2.
3.2 Conditions precedent
The conditions referred to in Clause 3.1 are that the Agent shall have received the following documents and
evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before the Effective
Date:
(a) a certificate from each of the Borrowers confirming the names of all the officers, directors and shareholders of that
Borrower and confirming that there have been no changes or amendments to the constitutional documents which
were previously delivered to the Agent;
(b) true and complete copies of the resolutions passed at separate meetings of all the directors and shareholders of
each of the Borrowers authorising and approving the execution of this Agreement;
(c) the original of any power of attorney issued by each of Borrowers pursuant to such resolutions aforesaid;
(d) evidence satisfactory to the Agent that each of the Borrowers, the Corporate Guarantor and the Approved Manager
is currently existing in goodstanding in the relevant jurisdiction of its incorporation;
(e) a duly executed original of this Agreement signed by the parties to it and countersigned by the Corporate Guarantor
and the Approved Manager;
(f) a duly executed original of each Mortgage Addendum together with documentary evidence that that Mortgage
Addendum has been duly registered as a valid addendum to the Mortgage in respect of the relevant Remaining
Ship in accordance with the laws of the jurisdiction of its Approved Flag;
(g) a duly executed original of each Supplemental Security Document (and any other document required thereunder);
(h) documentary evidence that the agent for service of process named in clause 32.4 (
Process agent
) of the Loan
Agreement has accepted its appointment under this Agreement;
(i) favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Xxxxxxxx
Islands and such other relevant jurisdiction as the Agent may require;
(j) evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 7 (
Fees
) and clause
20.4 (
Costs of variations, amendments, enforcement etc.
) of the Loan Agreement have been paid; and
(k) any other document or evidence as the Agent may request in writing from the Borrowers.
3.3 Conditions subsequent
The Borrowers undertake to deliver to the Agent by the end of February 2022 evidence that the Borrowers and the
Corporate Guarantor are in compliance with the Republic of the Xxxxxxxx Islands Economic Substance Regulations
2018.
4 REPRESENTATIONS
4.1 Repetition Loan Agreement representations
Each Borrower makes the representations and warranties set out in clause 10 (
Representations and warranties
) of
the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications
to refer to this Agreement and, where appropriate, the relevant Mortgage Addendum, and by reference to the
circumstances then existing on the date of this Agreement and on the Effective Date.
4.2 Finance Document representations
Each Borrower and each of the Security Parties makes the representations and warranties set out in the Finance
Documents (other than the Loan Agreement) to which it is a party, as amended and supplemented by this
Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, the
relevant Mortgage Addendum, by reference to the circumstances then existing on the date of this Agreement and
on the Effective Date.
5 AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS
5.1 Specific amendments to the Loan Agreement
With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement
to be, amended as follows:
(a) by deleting the wording "relating to a term loan facility of up to US$55,848,000 to re-finance existing indebtedness"
in the cover page of the Loan Agreement and replacing it with the wording "relating to a term loan facility of
(originally) up to US$55,848,000 to re-finance existing indebtedness and an additional amount of US$460,000 to
provide working capital";
(b) by deleting recital (A) of the Loan Agreement and replacing it with the following new recital (A):
"(A) The Lenders have agreed to make available to the Borrowers a term loan facility in up to two Advances as
follows:
(i) Advance A, in an amount of up to the lesser of (i) US$55,848,000, (ii) the Existing Indebtedness
and (ii) 65 per cent. of the aggregate Initial Market Value of the Ships for the purpose of re-financing
the Existing Indebtedness (as defined below); and
(ii) pursuant to the terms of the Supplemental Agreement, Advance B, in an amount of up to U$460,000
for the purposes of providing the Borrowers with working capital ";
(c) by inserting in clause 1.1 (
Definitions
) of the Loan Agreement the following new definitions:
"
Advance
" means the principal amount of each borrowing by the Borrowers under this Agreement and includes
each of Advance A and Advance B or, as the context may require, the principal amount thereof outstanding at any
relevant time;
"
Advance A
" means the part of the Loan made available to the Borrowers in accordance with Clause 2.1(a) in
amount of up to $55,848,000 for the purpose of refinancing the Existing Indebtedness;
"
Advance B
" means the part of the Loan made or to be made available to the Borrowers in accordance with Clause
2.1(b) in amount of up to $460,000 for the purpose of providing working capital to Borrowers;
"
Availability Period
" means in relation to:
(a) Advance A, 11 May 2020; and
(b) Advance B, ___ August 2021;
"
between (i) the Borrowers, (ii) the Lender, (iii) Swap Bank, (iv) the Agent, (v) the Security Trustee and (vi) the Lead
Arranger;
(d) by deleting the definitions of "Extension Request", "Initial Extension Request", "Subsequent Extension Request " in
their entirety and all references throughout;
(e) by deleting the definition of "Drawdown Date" and replacing it with the following new definition:
""
Drawdown Date
" means, in relation to an Advance, the date requested by the Borrowers for the Advance to be
made, or (as the context requires) the date on which the Advance is actually made;";
(f) by deleting the definition of "Final Maturity Date" and replacing it with the following new definition:
""
Final Maturity Date
" means 19 March 2024.";
(g) by deleting the definition of "Majority Lenders" and replacing it with the following new definition:
""
Majority Lenders
" means:
(a) before an Advance has been advanced, Lenders whose Commitments total 66.67 per cent. of the Total
Commitments; and
(b) after an Advance has been advanced, Lenders whose Contributions total 66.67 per cent. of the Loan.";
(h) by deleting clause 2.1 (
Amount of facility
) of the Loan Agreement and replacing it with the following new clause 2.1:
"
2.1 Amount of facility
Subject to the other provisions of this Agreement, the Lenders:
(a) have made available to the Borrowers, Advance A on 11 May 2020 for the purpose of refinancing the
Existing Indebtedness; and
(b) shall make available to the Borrowers, Advance B for the purpose of providing working capital.";
(i) by deleting clause 2.2 (
Lenders' participation in Advances
) of the Loan Agreement and replacing it with the following
new clause 2.2:
"
2.2 Xxxxxxx' participation in Advances
Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the
proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.";
(j) by deleting clause 2.3 (
Purpose of Advances
) of the Loan Agreement and replacing it with the following new clause
2.3:
"
2.2 Purpose of Advances
The Borrowers undertake with each Creditor Party to use each Advance only for the purpose stated in the
preamble to this Agreement and in Clause 2.1.";
(k) by deleting clause 4.1 (
Request of the Loan
) of the Loan Agreement and replacing it with the following new clause
4.1:
"
4.1 Request for Advance
Subject to the following conditions, the Borrowers may request an Advance to be made by ensuring that
the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Oslo time) 3 Business Days
(or such shorter period as the Agent may, in its absolute discretion, agree) prior to the intended Drawdown
Date.";
(l) by deleting clause 4.2 (
Availability
) of the Loan Agreement and replacing it with the following new clause 4.2:
"
4.2 Availability
The conditions referred to in Clause 4.1 are that:
(a) the Drawdown Date in relation to an Advance has to be a Business Day during the Availability Period;
(b) each Advance shall not exceed the amount applicable thereto referred to in Clause 2.1 and shall be used
for the purpose referred to therein; and
(c) the aggregate amount of the Advances shall not exceed the Total Commitments.";
(m) by deleting clause 4.3 (
Notification to Lenders of receipt of a Drawdown Notice
) of the Loan Agreement and
replacing it with the following new clause 4.3:
"
4.3 Notification to Lenders of receipt of a Drawdown Notice
The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each
Lender of:
(a) the amount of the Advance and the Drawdown Date;
(b) the amount of that Xxxxxx's participation in the Advance; and
(c) the duration of the first Interest Period.";
(n) by deleting clause 5.9 (
Suspension of drawdown
) of the Loan Agreement and replacing it with the following new
clause 5.9:
"
5.9 Suspension of drawdown
If the Agent's notice under Clause 5.8 is served before an Advance is made:
(a) in a case falling within Clauses 5.7(a) or 5.7(b), the Lenders ' obligations to make the Advance; and
(b) in a case falling within Clause 5.7, the Affected Xxxxxx's obligation to participate in the Advance,
shall be suspended while the circumstances referred to in the Agent's notice continue.";
(o) by deleting clause 5.10 (
Negotiation of alternative rate of interest
) of the Loan Agreement and replacing it with the
following new clause 5.10:
"
5.10 Negotiation of alternative rate of interest
If the Agent's notice under Clause 5.5 is served after an Advance is made, then subject to Clause 27.4, the
Borrowers, the Agent, the Lenders or (as the case may be) the Affected Lender shall use reasonable
endeavours to agree, within 30 days after the date on which the Agent serves its notice under Clause 5.5
(the "
Negotiation Period
"), an alternative interest rate or (as the case may be) an alternative basis for the
Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution
during the Interest Period concerned.";
(p) by deleting clause 6.1 (
Commencement of Interest Periods
) of the Loan Agreement and replacing it with the
following new clause 6.1:
"
6.1
Commencement of Interest Periods
The first Interest Period applicable to an Advance shall commence on the Drawdown Date of that Advance
and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.";
(q) by deleting clause 8.1 (
Amount of repayment instalments
) of the Loan Agreement and replacing it with the following
new clause 8.1:
"
8.1 Amount of repayment instalments
Save as previously repaid or prepaid, the Borrowers shall repay the Loan by:
(A) 11 equal consecutive three-monthly instalments each in an amount equal to $1,861,600; and
(B) a balloon instalment in an amount equal to $26,522,400.";
(r) by deleting clause 8.2 (
Repayment Dates
) of the Loan Agreement and replacing it with the following new clause
8.2:
"
8.2 Repayment Dates
The first Repayment Instalment for the Loan shall be repaid on 19 September 2021, each subsequent
Repayment Instalment shall be repaid at three-monthly intervals thereafter and the last Repayment
Instalment together with the Balloon Instalment shall be repaid on the Final Maturity Date."
(s) by deleting clause 8.3 (
Extension of Final Maturity Date
) of the Loan Agreement in its entirety;
(t) by deleting in Schedule 1 (
Lenders and Commitments
) of the Loan Agreement “$55,848,000” in its entirety and
replacing it with “$56,308,000 (of which the amount of $55,848,000 has been drawn on 11 May 2020 and an
additional amount of $460,000 is available on the date of the Supplemental Agreement)”;
(u) by deleting Schedule 2 (
Drawdown Notice
) of the Loan Agreement in its entirety and replacing it with the following:
“
SCHEDULE 2
DRAWDOWN NOTICE
To: Nordea Bank Abp, filial i Norge
Xxxxxxxxxx xxxx 0, Postboks
1166 Sentrum, 0107 Oslo
920058817 MVA, Norway
Attention: [Loans Administration]
[
•
] 2020
DRAWDOWN NOTICE
1 We refer to the loan agreement (the "
Loan Agreement
") dated [
•
] 2020 and made between ourselves, as joint and
several Borrowers, the Lenders referred to therein, and yourselves as Agent, as Security Trustee, as Lead Arranger
and as Swap Bank in connection with a facility of up to (originally) US$55,848,000. Terms defined in the Loan
Agreement have their defined meanings when used in this Drawdown Notice.
2 We request to borrow as follows:
(a) Amount of [Advance A][Advance B]: US$[55,848,000][460,000];
(b) Drawdown Date: [11 May 2020] [[•] 2021];
(c) [Duration of the first Interest Period shall be [1][3] months;] and
(d) Payment instructions: account in our name and numbered [•] with [•] of [•].
3 We represent and warrant that:
(a) the representations and warranties in clause 10 of the Loan Agreement would remain true and not misleading if
repeated on the date of this notice with reference to the circumstances now existing; and
(b) no Event of Default or Potential Event of Default has occurred or will result from the borrowing of the Loan.
4 This notice cannot be revoked without the prior consent of the Majority Lenders.
[Name of Signatory]
Director
for and on behalf of
XXXX SHIPPING COMPANY INC.
BOKAK SHIPPING COMPANY INC.
JEMO SHIPPING COMPANY INC.
GUAM SHIPING COMPANY INC.
PALAU SHIPPING COMPANY INC.
MAKUR SHIPPING COMPANY INC.
and
MANDARINGINA INC.
(v) by construing the definition of, and references throughout to, each Finance Document as if the same referred to
that Finance Document as amended and supplemented by this Agreement; and
(w) by construing references throughout to "this Agreement" and other like expressions as if the same referred to the
Loan Agreement as amended and supplemented by this Agreement.
5.2 Amendments to Finance Documents
With effect on and from the Effective Date each of the Finance Documents (other than the Loan Agreement and
each Mortgage which is amended and supplemented by the relevant Mortgage Addendum), shall be, and shall be
deemed by this Agreement to be, amended as follows:
(a) by substituting in the Finance Documents references “$55,848,000” with references to “an amount of (originally) up
to US$55,848,000 to re-finance existing indebtedness and an additional amount of US$460,000 to provide working
capital”;
(b) the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the
other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance
Documents as amended and supplemented by this Agreement ;
(c) the definition of, and references throughout each of the Finance Documents to, a Mortgage shall be construed as
if the same referred to that Mortgage as amended and supplemented by the relevant Mortgage Addendum; and
(d) by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like
expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.
5.3 Finance Documents to remain in full force and effect
The Finance Documents shall remain in full force and effect as amended and supplemented by:
(a) the amendments to the Finance Documents contained or referred to in Clause 5.1 (
Specific amendments to the
Loan Agreement
) and Clause 5.2 (
Amendments to Finance Documents
); and
(b) such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
6 FURTHER ASSURANCE
6.1 Borrowers' and each Security Party's obligation to execute further documents etc.
The Borrowers and each Security Party shall:
(a) execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy
or other document, governed by the law of England or such other country as the Security Trustee may, in any
particular case, specify;
(b) effect any registration or notarisation, give any notice or take any other step,
which the Agent may, by notice to the Borrowers, specify for any of the purposes described in Clause 6.2 or for any
similar or related purpose.
6.2 Purposes of further assurances
Those purposes are:
(a) validly and effectively to create any Security Interest or right of any kind which the Agent intended should be created
by or pursuant to the Loan Agreement or any other Finance Document, each as amended and supplemented by
this Agreement, and
(b) implementing the terms and provisions of this Agreement.
6.3 Terms of further assurances
The Security Trustee may specify the terms of any document to be executed by the Borrowers or any Security Party
under Clause 6.1, and those terms may include any covenants, powers and provisions which the Security Trustee
considers appropriate to protect its interests.
6.4 Obligation to comply with notice
Each Borrower or any Security Party shall comply with a notice under Clause 6.1 by the date specified in the notice.
7 FEES
The Borrowers shall pay to the Agent on or before the date of this Agreement an amendment fee of $141,000 .
8 COSTS AND EXPENSES
Clause 20.4 (
Costs of variations, amendments, enforcement etc.
) of the Loan Agreement, as amended and
supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any
necessary modifications.
9 NOTICES
Clause 28 (
Notices
) of the Loan Agreement, as amended and supplemented by this Agreement, applies to this
Agreement as if it were expressly incorporated in it with any necessary modifications.
10 COUNTERPARTS
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures
on the counterparts were on a single copy of this Agreement.
11 GOVERNING LAW
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English
law.
12 ENFORCEMENT
12.1 Jurisdiction
(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this
Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-
contractual obligation arising out of or in connection with this Agreement) (a "
Dispute
").
(b) The Security Parties accept that the courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no Security Party will argue to the contrary.
(c) This Clause 12.1 (
Jurisdiction
) is for the benefit of the Creditor Parties only. As a result, no Secured Party shall be
prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed
by law, the Creditor Parties may take concurrent proceedings in any number of jurisdictions.
12.2 Service of process
(a) Without prejudice to any other mode of service allowed under any relevant law, each Security Party:
(i) irrevocably appoints Hill Xxxxxxxxx Services (London) Ltd, at its registered office for the time being,
presently at 7 Duke’s Place, London EC3A 7LP, England as its agent for service of process in relation to
any proceedings before the English courts in connection with any Finance Document; and
(ii) agrees that failure by a process agent to notify the relevant Security Party of the process will not invalidate
the proceedings concerned.
(b) If any person appointed as an agent for service of process is unable for any reason to act as agent for service of
process, the Borrowers (on behalf of all the Security Parties) must immediately (and in any event within five days
of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may
appoint another agent for this purpose.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
SCHEDULE 1
THE LENDERS AND COMMITMENTS
Lender
Lending Office
Commitment
(US Dollars)
Nordea Bank Abp,
filial i Norge
Xxxxxxxxxx xxxx 0, Postboks
1166 Sentrum, 0107 Oslo
920058817 MVA
Norway
$56,308,000 (of which the amount of
$55,848,000 has been drawn on 11 May
2020 and an additional amount of
$460,000 is available on the date of the
SCHEDULE 2
EFFECTIVE DATE CERTIFICATE
To:
XXXX SHIPPING COMPANY INC.
BOKAK SHIPPING COMPANY INC.
JEMO SHIPPING COMPANY INC.
GUAM SHIPING COMPANY INC.
PALAU SHIPPING COMPANY INC.
MAKUR SHIPPING COMPANY INC.
MANDARINGINA INC.
[●] 2021
Loan Agreement dated 7 May 2020 (as amended and supplemented, the "Loan Agreement") and made between (i)
XXXX SHIPPING COMPANY INC
.,
BOKAK SHIPPING COMPANY INC.
,
JEMO SHIPPING COMPANY INC.
,
GUAM
SHIPPING COMPANY INC.
,
PALAU SHIPPING COMPANY INC.
,
MAKUR SHIPPING COMPANY INC. and
MANDARINGINA INC., as joint and several borrowers, (ii) the banks and financial institutions listed in schedule 1
thereto as lenders, (iii) NORDEA BANK ABP as swap bank and (iv) ourselves as agent, security trustee and lead
arranger in respect of a loan facility of (originally) up to US$55,848,000
Dear Sirs,
We refer to the supplemental agreement dated [●] July 2021 (the "
Supplemental Agreement
") relating to the Loan
Agreement.
Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.
We hereby confirm that all conditions precedent referred to in Clause 3.2 of Supplemental Agreement have been satisfied
[save for as described below which shall be satisfied within 5 Business Days of the date of this confirmation]. In accordance
with Clause 3.2 of the Supplemental Agreement the Effective Date is the date of this certificate.
[Outstanding Conditions Precedent: [●]]
for and on behalf of
NORDEA BANK ABP, FILIAL I NORGE
EXECUTION PAGES
BORROWERS
SIGNED
)
duly authorised
)
for and on behalf of
)
XXXX SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
)
duly authorised
)
for and on behalf of
)
BOKAK SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
)
duly authorised
)
for and on behalf of
)
JEMO SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
)
duly authorised
)
for and on behalf of
)
GUAM SHIPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
)
duly authorised
)
for and on behalf of
)
PALAU SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
)
duly authorised
)
for and on behalf of
)
MAKUR SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
)
duly authorised
)
for and on behalf of
)
MANDARINGINA INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
LENDERS
SIGNED
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP, FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
THE SWAP BANK
SIGNED
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
THE AGENT
SIGNED
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP, FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
THE SECURITY TRUSTEE
SIGNED
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP, FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
LEAD ARRANGER
SIGNED
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP, FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
COUNTERSIGNED
execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this Agreement,
that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and
effect and shall continue to stand as security for the obligations of the Borrowers under the Loan Agreement and the other
Finance Documents (each as amended and supplemented by this Agreement).
for and on behalf of
Xxxxx Shipping Services S.A.
as Approved Manager
for and on behalf of
Xxxxx Shipping Inc.
as Corporate Guarantor