AS AMENDED
TBS
INTERNATIONAL PLC & SUBSIDIARIES EXHIBIT
10.3
AS AMENDED
Date
6 May 2010
ARGYLE
MARITIME CORP.
XXXXX
MARITIME CORP.
DORCHESTER
MARITIME CORP.
LONGWOODS
MARITIME CORP.
XxXXXXX
MARITIME CORP.
SUNSWYCK
MARITIME CORP.
as Joint
and Several Borrowers
– and
–
THE
BANKS AND FINANCIAL INSTITUTIONS
listed
in Schedule 1
as
Lenders
– and
–
THE
ROYAL BANK OF SCOTLAND PLC
as
Mandated Lead Arranger
– and
–
THE
ROYAL BANK OF SCOTLAND PLC
as
Bookrunner, Agent, Security Trustee and Swap Bank
relating
to
a term
loan facility of US$150,000,000
INDEX
Clause Page
THIS AGREEMENT is made on
2010
BETWEEN
|
(1)
|
ARGYLE MARITIME CORP.,
XXXXX MARITIME
CORP., DORCHESTER
MARITIME CORP., LONGWOODS MARITIME
CORP., XxXXXXX
MARITIME CORP. and SUNSWYCK MARITIME CORP.,
each a corporation organised and existing under the laws of the Xxxxxxxx
Islands and having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 as joint
and several borrowers (the “Borrowers”);
|
|
(2)
|
THE BANKS AND FINANCIAL
INSTITUTIONS listed in Schedule 1 as lenders (the “Lenders”);
|
|
(3)
|
THE ROYAL BANK OF SCOTLAND
PLC, a company incorporated in Scotland having its registered
office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxxx acting through
the Shipping Business Centre at 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx as mandated lead arranger (the “Mandated Lead
Arranger”);
|
|
(4)
|
THE ROYAL BANK OF SCOTLAND
PLC, a company incorporated in Scotland having its registered
office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxxx acting through
the Shipping Business Centre at 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx as agent (the “Agent”);
|
|
(5)
|
THE ROYAL BANK OF SCOTLAND
PLC, a company incorporated in Scotland having its registered
office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxxx acting through
the Shipping Business Centre at 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx as security trustee (the “Security
Trustee”);
|
|
(6)
|
THE ROYAL BANK OF SCOTLAND
PLC, a company incorporated in Scotland having its registered
office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxxx acting through
the Shipping Business Centre at 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx as swap bank (the “Swap Bank”);
and
|
|
(7)
|
THE ROYAL BANK OF SCOTLAND
PLC, a company incorporated in Scotland having its registered
office at 00 Xx. Xxxxxx Xxxxxx, Xxxxxxxxx XX0 0XX, Xxxxxxxx acting through
the Shipping Business Centre at 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX,
Xxxxxxx as bookrunner (the “Bookrunner”).
|
BACKGROUND
|
(A)
|
By
a loan agreement dated 29 March 2007 as amended by a side letter dated 24
July 2007, a supplemental letter agreement dated 26 March 2008, a
supplemental agreement dated 27 March 2009, a side letter dated 27 May
2009, a side letter dated 3 September 2009, a side letter dated 31
December 2009, a supplemental agreement dated 7 January 2010, a side
letter dated 28 February 2010 and a side letter dated 31 March 2010 (the
“Loan Agreement”)
each made between (inter alia) (i) the Borrowers as joint and several
borrowers, (ii) the Lenders, (iii) the Mandated Lead Arranger, (iv) the
Bookrunner, (v) the Agent, (vi) the Security Trustee and (viii) the Swap
Bank, the Lenders agreed to make available to the Borrowers a term loan
facility in an amount of One hundred and fifty million United States
Dollars (US$150,000,000).
|
|
(B)
|
By
an ISDA master agreement dated 29 March 2007 (the “Master Agreement”) made
between the Borrowers and the Swap Bank, the Borrowers have entered into
or will enter into certain Transactions (as such term is defined in the
said Master Agreement) pursuant to separate Confirmations (as such term is
defined in the said Master
Agreement).
|
|
(C)
|
Subject
to the terms and conditions of this Agreement the Lenders have agreed with
the Borrowers:
|
|
(i)
|
to
amend certain covenants in the Loan Agreement on the terms and conditions
set out herein;
|
|
(ii)
|
to
increase the Margin;
|
|
(iii)
|
that
the Borrowers will pay additional
fees;
|
|
(iv)
|
to
extend the Availability Period in respect of certain
Loans;
|
|
(v)
|
to
reduce the maturity of the Loans;
and
|
|
(vi)
|
to
take additional security in the form of Shares Security Deeds in respect
of the share capital of the Borrowers and an assignment of any shareholder
or intra-group loans to the Borrowers and the Restricted Equity Deposit
Account Security Deed in respect of the Restricted Equity Deposit
Account.
|
IT IS AGREED as
follows:
|
1
|
INTERPRETATION
|
|
1.1
|
Defined
expressions. Words and expressions defined in the Loan
Agreement shall have the same meanings when used in this Agreement unless
the context otherwise requires.
|
|
1.2
|
Definitions. In
this Agreement, unless the contrary intention
appears:
|
“Additional Fee
Letter” means any letter or letters dated on or about the date
of this Agreement between the Borrowers and any of the Creditor Parties in
respect of any additional fees;
“Amended and Restated Loan
Agreement” means the Loan Agreement as amended and restated by
this Agreement in the form set out in Appendix 1;
“Corporate Guarantee
Supplements” means letters supplemental to each of the
Corporate Guarantee and the New Corporate Guarantee executed or to be executed
by the Corporate Guarantor and the New Corporate Guarantor for respectively in
favour of the Security Trustee substantially in the forms set out in Appendix
2;
“Effective
Date” means the date on which the Agent notifies the Borrowers
and the Creditor Parties that the conditions precedent in Clause 3 have been fulfilled;
“Existing Finance
Documents” means the Finance Documents which have been
executed prior to the date hereof;
“Existing
Mortgages” means:
|
(a)
|
a
first preferred Panamanian ship mortgage dated 23 September 2009
preliminarily registered at the Public Registry Office, Microfilm
(Mercantile) Section, at Microjacket N-33447, Document No. 1652171 by
which Argyle Maritime Corp. mortgaged the vessel “ROCKAWAY BELLE” to and
in favour of the Security Trustee on the terms and conditions therein
contained; and
|
|
(b)
|
a
first preferred Panamanian ship mortgage dated 26 March 2010 preliminarily
registered at the Public Registry Office, Microfilm (Mercantile) Section,
at Microjacket N-34102, Document No. 1748208 by which Xxxxx Maritime Corp.
mortgaged the vessel “DAKOTA PRINCESS” to and in favour of the Security
Trustee on terms and conditions therein
contained;
|
“Loan
Agreement” means the loan agreement dated 29 March 2007 as
referred to in Recital (A);
“Master
Agreement” means the master agreement dated 29 March 2007 as
amended and supplemented from time to time and as referred to in
Recital (B);
“Mortgage Addendum” or “Mortgage
Addenda” means in relation to each Existing Mortgage, an
addendum to the Existing Mortgage, executed or to be executed by the relevant
Borrower in favour of the Security Trustee substantially in the form set out in
Appendix 3 (or in such other form as the Agent may approve or
require);
“Restricted Equity Deposit
Account” means an account in the name of the Borrowers with
the Agent at Shipping Business Centre, 0-00 Xxxxx Xxxxx Xxxxxx, Xxxxxx XX0X 0XX
designated with such designation as the Agent may allocate upon its opening or
any other account (with that or another office of the Agent or with a bank or
financial institution other than the Agent) which is designated by the Agent as
the Restricted Equity Deposit Account for the purposes of this
Agreement;
“Restricted Equity Deposit Account
Security Deed” means a deed creating security in respect of
the Restricted Equity Deposit Account made or to be made by and between the
Borrowers and the Security Trustee in the form set out in Appendix 5 or in such
other form as the Borrowers and the Agent may agree;
“Shareholder” means
Xxxxxxxxx Holdings Ltd., a corporation incorporated under the laws of the
Xxxxxxxx Islands and having its registered office at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands, MH96960;
and
“Shares Security
Deed” means, in relation to each Borrower, a deed creating
security over the share capital of that Xxxxxxxx and including an assignment of
any shareholder loans made to the Borrowers to be executed by the Shareholder in
favour of the Security Trustee in the form set out in Appendix 4 or in such
other form as the Borrowers and the Agent may agree.
|
1.3
|
Application of construction and
interpretation provisions of Loan Agreement. Clauses
1.2, 1.5 and 1.6 of the Loan Agreement apply, with any necessary
modifications, to this Agreement.
|
|
2
|
AGREEMENT
OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT, MASTER AGREEMENT
AND EXISTING FINANCE DOCUMENTS
|
|
2.1
|
Agreement of the parties to
this Agreement. The parties to this Agreement agree,
subject to and upon the terms and conditions of this
Agreement:
|
|
(a)
|
|
(b)
|
that
the Borrowers shall pay to the Agent on the Effective Date a restructuring
fee which in aggregate is equal to zero point five per cent (0.50%) of the
Total Commitment outstanding as at the Effective Date, such fee to be
distributed pro rata amongst the Lenders which have entered into this
Agreement.
|
|
2.2
|
Effective Date. The
agreement of the parties to this Agreement contained in Clause 2.1 shall have effect on and from the Effective
Date.
|
|
2.3
|
Amounts drawn down under Loan A
and Loan B and repayments in respect of Loan A and Loan
B. On the Drawdown Date in respect of the Loan A
Delivery Advance the Borrowers had drawn down $25,000,000 in respect of
Loan A. With effect from the Effective Date, the repayment
schedule in respect of Loan A shall be as set out in Schedule
2A. On the Drawdown Date in respect of the Loan B Delivery
Advance the Borrowers had drawn down $24,587,500 in respect of Loan
B. With effect from the Effective Date, the repayment schedule
in respect of Loan B shall be as set out in Schedule
2B.
|
|
2.4
|
Amounts drawn down under Loan
C, Loan D, Loan E and Loan F. The Borrowers have as at
the date of this Agreement drawn down the amounts set out in Schedule 2C
in respect of Loan C, Loan D, Loan E and Loan
F.
|
|
3
|
CONDITIONS
PRECEDENT
|
|
3.1
|
|
3.2
|
Conditions
precedent. The conditions referred to in Clause 2.1 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 14 May 2010 or such
later date as the Agent may agree with the Creditor Parties and the
Borrowers:
|
|
(a)
|
in
relation to the Borrowers, the New Corporate Guarantor, the Corporate
Guarantor and the Shareholder, documents of the kind specified in
paragraphs 2, 3, 4 and 5 of Part A of Schedule 3 of the Loan Agreement
with appropriate modifications to refer to this Agreement, the Additional
Fee Letter, the Mortgage Addenda, the Corporate Guarantee Supplements, the
Shares Security Deeds and the Restricted Equity Deposit Account Security
Deed insofar as each is a party
thereto;
|
|
(b)
|
a
duly executed original of this Agreement duly executed by the parties to
it;
|
|
(c)
|
a
duly executed original of the Additional Fee
Letter;
|
|
(d)
|
a
duly executed original of the Mortgage
Addenda;
|
|
(e)
|
a
duly executed original of the Corporate Guarantee
Supplements;
|
|
(f)
|
duly
executed originals of the Shares Security Deeds (and of each document to
be delivered pursuant to each of
them);
|
|
(g)
|
a
duly executed original of the Restricted Equity Deposit Account Security
Deed (and of each document to be delivered pursuant to
it);
|
|
(h)
|
documentary
evidence that each Mortgage Addendum has been duly recorded against the
relevant Ship as a valid addendum to the relevant Existing Mortgage over
that Ship according to the laws of
Panama;
|
|
(i)
|
evidence
that each Lender which has entered into this Agreement has received the
fee payable to it pursuant to Clause 2.1(b);
|
|
(j)
|
documentary
evidence that the agent for service of process named in Clause 31 of the
Loan Agreement has accepted its appointment in respect of the Shares
Security Deeds and the Restricted Equity Deposit Account Security Deed;
and
|
|
(k)
|
any
further opinions, consents, agreements and documents in connection with
this Agreement, the Additional Fee Letter, the Mortgage Addenda, the
Corporate Guarantee Supplements, the Shares Security Deeds, the Restricted
Equity Deposit Account Security Deed and the Finance Documents which the
Agent may reasonably request by notice to the Borrowers prior to the
Effective Date.
|
|
4
|
REPRESENTATIONS
AND WARRANTIES
|
|
4.1
|
Repetition of Loan Agreement
representations and warranties. The Borrowers represent
and warrant to the Agent that the representations and warranties in clause
10 of the Loan Agreement, as amended and restated by this Agreement and
updated with appropriate modifications to refer to this Agreement and,
where appropriate, the Mortgage Addendum, remain true and not misleading
if repeated on the date of this Agreement with reference to the
circumstances now existing.
|
|
4.2
|
Repetition of representations
and warranties under Existing Finance Documents. The
Borrowers represent and warrant to the Agent that the representations and
warranties in the Existing Finance Documents to which they are a party, as
amended and restated by this Agreement and updated with appropriate
modifications to refer to this Agreement and, where appropriate, the
Mortgage Addendum, remain true and not misleading if repeated on the date
of this Agreement with reference to the circumstances now
existing.
|
|
5
|
AMENDMENT
OF LOAN AGREEMENT, MASTER AGREEMENT AND EXISTING FINANCE
DOCUMENTS
|
|
5.1
|
Amendments
to Loan Agreement
|
|
(a)
|
With
effect on and from the Effective Date the Loan Agreement shall be, and
shall be deemed by this Agreement to be, amended and restated in the form
of the Amended and Restated Loan
Agreement.
|
|
(b)
|
As
so amended and restated pursuant to (a) above, the Loan Agreement shall
continue to be binding on each of the parties to it in accordance with its
terms.
|
|
5.2
|
Amendments to Master
Agreement. With effect on and from the Effective Date
the Master Agreement shall be, and shall be deemed by this Agreement to
be, amended so that the definition of, and references throughout to, the
Loan Facility and the Credit Support Documents shall be construed as if
the same referred to the Loan Agreement and those Credit Support Documents
as amended and restated or supplemented by this Agreement and the Mortgage
Addendum.
|
|
5.3
|
Amendments to Existing Finance
Documents. With effect on and from the Effective Date
each of the Existing Finance Documents (other than the Existing Mortgages
which are amended and supplemented by the Mortgage Addenda) shall be, and
shall be deemed by this Agreement to be, amended as
follows:
|
|
(a)
|
the
definition of, and references throughout each of the Existing Finance
Documents to, the Loan Agreement, the Master Agreement and any of the
Existing Finance Documents shall be construed as if the same referred to
the Loan Agreement, the Master Agreement and those Existing Finance
Documents as amended and restated or supplemented by this
Agreement;
|
|
(b)
|
by
construing references throughout each of the Existing Finance Documents to
“the Finance Documents” and other like expressions as if the same included
the Additional Fee Letter and the Corporate Guarantee
Supplements;
|
|
(c)
|
the
definition of, and references throughout each of the Existing Finance
Documents to, the Existing Mortgages, shall be construed as if the same
referred to the Existing Mortgages as amended and supplemented by the
Mortgage Addenda; and
|
|
(d)
|
by
construing references throughout each of the Existing Finance Documents to
“this Agreement”, “this Deed”, “hereunder” and other
like expressions as if the same referred to such Existing Finance
Documents as amended and supplemented by this
Agreement.
|
|
5.4
|
The Master Agreement and the
Existing Finance Documents to remain in full force and
effect. The Master Agreement and the Existing Finance
Documents shall remain in full force and effect, as amended
by:
|
|
(b)
|
such
further or consequential modifications as may be necessary to give full
effect to the terms of this
Agreement.
|
|
6
|
FURTHER
ASSURANCES
|
|
6.1
|
Borrowers’ obligations to
execute further documents etc. The Borrowers
shall:
|
|
(a)
|
execute
and deliver to the Agent (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 Agent 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, reasonably 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 restated or
supplemented by this Agreement, or by the Mortgage Addenda;
and
|
|
(b)
|
implementing
the terms and provisions of this
Agreement.
|
|
6.3
|
Terms of further
assurances. The Agent may specify the terms of any
document to be executed by the Borrowers under Clause 6.1, and those terms may include any covenants,
powers and provisions which the Agent considers appropriate to protect its
interests.
|
|
7
|
NOTICES
|
|
7.1
|
General. The
provisions of clause 28 (Notices) of the Loan
Agreement, as amended and restated by this Agreement, shall apply to this
Agreement as if they were expressly incorporated in this Agreement with
any necessary modifications.
|
|
8
|
SUPPLEMENTAL
|
|
8.1
|
Counterparts. This
Agreement may be executed in any number of
counterparts.
|
|
8.2
|
Third party
rights. Other than a Creditor Party, no person who is
not a party to this Agreement has any right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of
this Agreement.
|
|
9
|
LAW
AND JURISDICTION
|
|
9.1
|
Governing
law. This Agreement and any non-contractual obligations
arising out of or in connection with it shall be governed by and construed
in accordance with English law.
|
|
9.2
|
Incorporation of the Loan
Agreement provisions. The provisions of clause 31 (Law and jurisdiction) of
the Loan Agreement, as amended and restated by this Agreement, shall apply
to this Agreement as if they were expressly incorporated in this Agreement
with any necessary modifications.
|
THIS AGREEMENT has been duly
executed as a deed on the date stated at the beginning of this
Agreement.
26357043
v4
SCHEDULE
1
LENDERS
|
Lender
|
Lending
Office
|
|
The
Royal Bank of Scotland plc
|
Shipping
Business Centre
0-00
Xxxxx Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Fax
No: +
44 207 085 7142
Attn:
Transaction and Portfolio Management
|
|
Citibank,
N.A.
|
000
Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx
XX00000
XXX
Fax
No: + 0 000 000 0000
Attn:
Xxxxxxx Xxxxxx
|
|
Landesbank
Hessen-Thüringen Girozentrale
|
000
Xxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx, XX 000000-0000
XXX
Fax
No: x0 000 000 0000
Attn:
Corporate Finance/ Portfolio Management
|
|
Norddeutsche
Landesbank Girozentrale
|
Ship
and Aircraft Finance Department
Xxxxxxxxxxxxxx
00
00000
Xxxxxxxx, Xxxxxxx
Fax
No: x00 000 000 0000
Attn:
International Shipping Group II - Xxxxxxxxx Xxxxxxxx
|
|
Alliance
& Leicester Commercial Finance plc
|
000 Xxxxxxxxx
Xxxxxxxxxx
X0
0XX
Fax
No: + 00 000 000 0000
Attn
Corporate Administration Manager
|
|
Bank
of America, N.A.
|
Bank
of America
000
Xxxxxxx Xxxxxx
Xxxxxx
XX 00000
Fax
No: x000000 0000
Attn:
Transportation Division - Credit
Products
|
SCHEDULE
2A
LOAN
A REPAYMENT SCHEDULE
|
(D)Date
|
(E)Amortization
|
(F)Principal Amount Outstanding
after Amortization Payment
|
|
(G) Final
draw
date: 9
September 2009
|
(H)-
|
(I)$25,000,000
|
|
(J) September
2009
|
(K)$417,500
|
(L)$24,582,500
|
|
(M) March
2010
|
(N)$417,500
|
(O)$24,165,000
|
|
(P) June
2010
|
(Q)$417,500
|
(R)$23,747,500
|
|
(S) September
2010
|
(T)$417,500
|
(U)$23,330,000
|
|
(V) December
2010
|
(W)$417,500
|
(X)$22,912,500
|
|
(Y) March
2011
|
(Z)$417,500
|
(AA)$22,495,000
|
|
(BB) June
2011
|
(CC)$417,500
|
(DD)$22,077,500
|
|
(EE) September
2011
|
(FF)$417,500
|
(GG)$21,660,000
|
|
(HH) December
2011
|
(II)$417,500
|
(JJ)$21,242,500
|
|
(KK) March
2012
|
(LL)$417,500
|
(MM)$20,825,000
|
|
(NN) June
2012
|
(OO)$417,500
|
(PP)$20,407,500
|
|
(QQ) September
2012
|
(RR)$417,500
|
(SS)$19,990,000
|
|
(TT) December
2012
|
(UU)$417,500
|
(VV)$19,572,500
|
|
(WW) March
2013
|
(XX)$417,500
|
(YY)$19,155,000
|
|
(ZZ) June
2013
|
(AAA)$417,500
|
(BBB)$18,737,500
|
|
(CCC) September
2013
|
(DDD)$417,500
|
(EEE)$18,320,000
|
|
(FFF) December
2013
|
(GGG)$417,500
|
(HHH)$17,902,500
|
|
(III) March
2014
|
(JJJ)$417,500
|
(KKK)$17,485,000
|
|
(LLL) June
2014
|
(MMM)$417,500
|
(NNN)$17,067,500
|
|
(OOO) September
2014
|
(PPP)$17,067,500
|
(QQQ)$0
|
SCHEDULE
2B
LOAN
B REPAYMENT SCHEDULE
|
(RRR)Date
|
(SSS)Amortization
|
(TTT)Principal Amount Outstanding
after Amortization Payment
|
|
(UUU) Final
draw
date: 23
March 2010
|
(VVV)-
|
(WWW)$24,587,500
|
|
(XXX) March
2010
|
(YYY)$417,500
|
(ZZZ)$24,170,000
|
|
(AAAA) June
2010
|
(BBBB)$417,500
|
(CCCC)$23,752,500
|
|
(DDDD) September
2010
|
(EEEE)$417,500
|
(FFFF)$23,335,000
|
|
(GGGG) December
2010
|
(HHHH)$417,500
|
(IIII)$22,917,500
|
|
(JJJJ) March
2011
|
(KKKK)$417,500
|
(LLLL)$22,500,000
|
|
(MMMM) June
2011
|
(NNNN)$417,500
|
(OOOO)$22,082,500
|
|
(PPPP) September
2011
|
(QQQQ)$417,500
|
(RRRR)$21,665,000
|
|
(SSSS) December
2011
|
(TTTT)$417,500
|
(UUUU)$21,247,500
|
|
(VVVV) March
2012
|
(WWWW)$417,500
|
(XXXX)$20,830,000
|
|
(YYYY) June
2012
|
(ZZZZ)$417,500
|
(AAAAA)$20,412,500
|
|
(BBBBB) September
2012
|
(CCCCC)$417,500
|
(DDDDD)$19,995,000
|
|
(EEEEE) December
2012
|
(FFFFF)$417,500
|
(GGGGG)$19,577,500
|
|
(HHHHH) March
2013
|
(IIIII)$417,500
|
(JJJJJ)$19,160,000
|
|
(KKKKK) June
2013
|
(LLLLL)$417,500
|
(MMMMM)$18,742,500
|
|
(NNNNN) September
2013
|
(OOOOO)$417,500
|
(PPPPP)$18,325,000
|
|
(QQQQQ) December
2013
|
(RRRRR)$417,500
|
(SSSSS)$17,907,500
|
|
(TTTTT) March
2014
|
(UUUUU)$417,500
|
(VVVVV)$17,490,000
|
|
(WWWWW) June
2014
|
(XXXXX)$417,500
|
(YYYYY)$17,072,500
|
|
(ZZZZZ) September
2014
|
(AAAAAA)$17,072,500
|
(BBBBBB)$0
|
SCHEDULE
2C
AMOUNTS
DRAWN DOWN IN RESPECT OF LOAN C, LOAN D, XXXX E AND LOAN F
|
(CCCCCC)Loan
|
(DDDDDD)Amount drawn down to finance
first stage payment
|
(EEEEEE)Amount drawn down to finance
second stage payment
|
(FFFFFF)Amount drawn down to finance
third stage payment
|
(GGGGGG)Amount drawn down to finance
fourth stage payment
|
(HHHHHH)Amount drawn down to finance
final delivery payment
|
|
(IIIIII)Loan
C
|
(JJJJJJ)$5,000,000
|
(KKKKKK)$5,000,000
|
(LLLLLL)$5,000,000
|
(MMMMMM)$5,000,000
|
(NNNNNN)$0
(OOOOOO)
|
|
(PPPPPP)Loan D
|
(QQQQQQ)$5,000,000
|
(RRRRRR)$5,000,000
|
(SSSSSS)$5,000,000
|
(TTTTTT)$0
|
(UUUUUU)$0
(VVVVVV)
|
|
(WWWWWW)Loan E
|
(XXXXXX)$5,000,000
|
(YYYYYY)$5,000,000
|
(ZZZZZZ)$4,587,500
|
(AAAAAAA)$5,000,000
|
(BBBBBBB)$0
(CCCCCCC)
|
|
(DDDDDDD)Loan F
|
(EEEEEEE)$5,000,000
|
(FFFFFFF)$5,000,000
|
(GGGGGGG)$5,000,000
|
(HHHHHHH)$0
|
(IIIIIII)$0
(JJJJJJJ)
|
EXECUTION
PAGES
|
BORROWERS
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
ARGYLE
MARITIME CORP.
|
)
|
|
|
acting
by Xxxxx Xxxx
|
)
|
/s/ Xxxxx Xxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
XXXXX
MARITIME CORP.
|
)
|
|
|
acting
by Xxxxx Xxxx
|
)
|
/s/ Xxxxx Xxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
DORCHESTER
MARITIME CORP.
|
)
|
|
|
acting
by Xxxxx Xxxx
|
)
|
/s/ Xxxxx Xxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
LONGWOODS MARITIME
CORP.
|
)
|
|
|
acting
by Xxxxx Xxxx
|
)
|
/s/ Xxxxx Xxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
XxXXXXX
MARITIME CORP.
|
)
|
|
|
acting
by Xxxxx Xxxx
|
)
|
/s/ Xxxxx Xxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
SUNSWYCK
MARITIME CORP.
|
)
|
|
|
acting
by Xxxxx Xxxx
|
)
|
/s/ Xxxxx Xxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
LENDERS
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
THE
ROYAL BANK OF SCOTLAND PLC
|
)
|
|
|
PLC
|
)
|
|
|
acting
by Xxxxxx Xxxxxxx Xxxxxx
|
)
|
/s/ Xxxxxx Xxxxxxx Xxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ X.X. Xxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
CITIBANK,
N.A.
|
)
|
|
|
acting
by Xxxx XxXxxxxx
|
)
|
/s/ Xxxx XxXxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxx Xxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
LANDESBANK
HESSEN-THÜRINGEN
|
)
|
|
|
GIROZENTRALE
|
)
|
|
|
acting
by
|
)
|
/s/ Xxxxx X. Xxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of:
|
)
|
/s/ Xxx Xxxxxxxxxx |
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
NORDDEUTSCHE
LANDESBANK
|
)
|
|
|
GIROZENTRALE
|
)
|
|
|
acting
by Xxxxxxx Xxxxxxxx / Xxxxxxxxx Xxxxxxx
|
)
|
/s/ Xxxxxxx Xxxxxxxx /s/ Xxxxxxxxx Xxxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxxxx Xxxxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
ALLIANCE
& LEICESTER
|
)
|
|
|
COMMERCIAL
FINANCE PLC
|
)
|
|
|
acting
by Xxxx XxXxxxxx
|
)
|
/s/ Xxxx XxXxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxxx Xxxxxx
|
)
|
|
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
BANK OF AMERICA,
N.A.
|
)
|
|
|
acting
by Xxxxxx X Xxxxxxx
|
)
|
/s/ Xxxxxx X. Xxxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxxxx Xxxxxxxx
|
)
|
|
|
MANDATED
LEAD ARRANGER
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
THE ROYAL BANK OF SCOTLAND
PLC
|
)
|
|
|
acting
by Xxxxxx X. Xxxxxxx
|
)
|
/s/ Xxxxxx X. Xxxxxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
BOOKRUNNER
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
THE
ROYAL BANK OF SCOTLAND PLC
|
)
|
|
|
acting
by Xxxxxx X. Xxxxxxx
|
)
|
/s/ Xxxxxx X. Xxxxxxx |
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
AGENT
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
THE
ROYAL BANK OF SCOTLAND PLC
|
)
|
|
|
acting
by
|
)
|
|
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of:
|
)
|
|
|
SECURITY
TRUSTEE
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
THE
ROYAL BANK OF SCOTLAND PLC
|
)
|
|
|
acting
by Xxxxxx X. Xxxxxxx
|
)
|
/s/ Xxxxxx X. Xxxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
|
SWAP
BANK
|
||
|
EXECUTED and DELIVERED as a DEED
|
)
|
|
|
by
|
)
|
|
|
THE
ROYAL BANK OF SCOTLAND PLC
|
)
|
|
|
acting
by Xxxxxx X. Xxxxxxx
|
)
|
/s/ Xxxxxx X. Xxxxxxx |
|
)
|
||
|
its
duly authorised attorney-in-fact
|
)
|
|
|
in
the presence of: /s/ Xxxxx Xxxxxxx
|
)
|
|
APPENDIX
1
FORM
OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS TO THE LOAN
AGREEMENT
Amendments
are indicated as follows:
|
1
|
additions
are indicated by underlined text;
and
|
|
2
|
deletions
are shown by the relevant text being struck
out.
|
APPENDIX
2
FORM
OF CORPORATE GUARANTEE SUPPLEMENTS
APPENDIX
3
FORM
OF MORTGAGE ADDENDUM
APPENDIX
4
FORM
OF SHARES SECURITY DEED
APPENDIX
5
FORM
OF RESTRICTED EQUITY DEPOSIT ACCOUNT SECURITY DEED
