Settlement Deed
Exhibit 4.27
Dated 30 June 2017
| (1) |
Likiep Shipping Company Inc.
Orangina Inc. Oruk Shipping Company Inc. Xxxxx Shipping Company Inc. Jabor Shipping Company Inc. Eluk Shipping Company Inc. Mago Shipping Company Inc. Xxxx Shipping Company Inc. Langor Shipping Company Inc. (as Borrowers) |
| (2) |
Xxxxx Containerships Inc.
(as Guarantor) |
| (3) |
The Royal Bank of Scotland plc
(as Agent) |
| (4) |
The Royal Bank of Scotland plc
(as Security Agent) |
| (5) |
The Royal Bank of Scotland plc
(as Swap Provider) |
Contents
Page
|
1
|
Definitions
|
4
|
|
2
|
Agreement
|
5
|
|
3
|
Release and Reassignment of Finance Documents
|
7
|
|
4
|
Release of Claims
|
7
|
|
5
|
Representation and Warranties
|
8
|
|
6
|
Costs
|
9
|
|
7
|
Time of the Essence
|
9
|
|
8
|
Miscellaneous
|
9
|
|
9
|
Governing Law and Jurisdiction
|
10
|
|
Schedule 1
|
The Security Documents
|
17
|
|
Schedule 2
|
Banking Operations Letter
|
20
|
Dated 30 June 2017
Between:
| (2) |
Xxxxx Containerships Inc., a company incorporated according to the law of the Republic of the Xxxxxxxx Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH9690, Xxxxxxxx Islands (the "Guarantor");
|
| (3) |
The Royal Bank of Scotland plc, acting as agent through its office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX (the "Agent");
|
| (4) |
The Royal Bank of Scotland plc, acting as security agent through its office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX (the "Security Agent"); and
|
| (5) |
The Royal Bank of Scotland plc, acting as swap provider through its office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX (in that capacity, the "Swap Provider").
|
Whereas:
| (C) |
In settlement of all liabilities of the Borrowers under the Finance Documents (other than the Master Agreement), each party to this Deed (each a "Party") has agreed to enter into this Deed.
|
| (D) |
There are no Transactions under the Master Agreement (as defined in the Loan Agreement) outstanding as at the date of this Deed.
|
This Deed witnesses as follows:
Page 3
"Borrower Parties" means the Borrowers and all other Security Parties;
"Borrower Party Third Party" means any and each of the Borrower Parties' holding companies and subsidiaries and each subsidiary of each of the Borrower Parties' holding companies (as each such term is defined in the Companies Act 2006) (being, together with the Borrower Parties the "Borrower Parties' Group") and each of the current and former officers, directors, employees and agents of any member of the Borrower Parties' Group, together with any of the predecessors, successors and assigns of any of the foregoing.
"Claims" means all and any complaints, actions, claims, rights, demands and set-offs of any kind whatsoever, whether in law or equity, known or unknown, present or future, actual or potential and in whatever capacity or jurisdiction arising out of or in any way connected with:
| (d) |
the Vessels,
|
other than any claims arising from fraud.
"Final Settlement Time" means the time at which the Agent confirms to the Borrowers and the Guarantor that:
| (a) |
the Settlement Sum has been credited to the account of the Guarantor held with the Agent;
|
| (b) |
the Agent has received irrevocable instructions from the Guarantor authorising the Agent to release the Settlement Sum to the Agent; and
|
| (c) |
all other conditions set out in this Deed have been fulfilled to its satisfaction,
|
in each case, on or before 3.00pm BST on 30 June 2017.
"Finance Party Third Party" means any and each of the Finance Parties' holding companies and subsidiaries and each subsidiary of each of the Finance Parties' holding companies (as each such term is defined in the Companies Act 2006) (being, together with the Finance Parties, the "Finance Parties' Group") and each of the current and former officers, directors, employees and agents of any member of the Finance Parties' Group, together with any of the predecessors, successors and assigns of any of the foregoing.
"Proceedings" means all and any legal proceedings, litigation or other legal process of any nature whatsoever in any jurisdiction whatsoever (including, but not limited to, court proceedings, arbitration and alternative dispute resolution).
Page 4
"Vessels" means the following vessels, and everything now or in the future belonging to them on board and ashore, currently registered under the respective flags set out below in the ownership of the respective Borrowers set out below and "Vessel" means any one of them:
|
Flag
|
Type
|
Year built
|
Owner
|
Vessel
|
|
|
m.v. "Sagitta"
|
Xxxxxxxx Islands
|
Container ship
|
2010
|
Borrower A
|
("Vessel A")
|
|
m.v. "Centaurus"
|
Xxxxxxxx Islands
|
Container ship
|
2010
|
Borrower B
|
("Vessel B")
|
|
m.v. "Pucon"
|
Xxxxxxxx Islands
|
Container ship
|
2006
|
Borrower C
|
("Vessel C")
|
|
m.v. "March"
|
Xxxxxxxx Islands
|
Container ship
|
2004
|
Borrower D
|
("Vessel D")
|
|
m.v. "Great"
|
Xxxxxxxx Islands
|
Container ship
|
2004
|
Borrower E
|
("Vessel E")
|
|
m.v. "New Jersey"
|
Xxxxxxxx Islands
|
Container ship
|
2006
|
Borrower G
|
("Vessel G")
|
|
m.v. "Rotterdam"
|
Xxxxxxxx Islands
|
Container ship
|
2008
|
Borrower H
|
("Vessel H")
|
|
m.v. "Hamburg"
|
Xxxxxxxx Islands
|
Container ship
|
2009
|
Borrower I
|
("Vessel I")
|
|
m.v. "Puelo"
|
Xxxxxxxx Islands
|
Container ship
|
2006
|
Borrower J
|
("Vessel J")
|
| 1.2 |
Unless otherwise specified in this Deed, or unless the context otherwise requires, all words and expressions defined in the Loan Agreement shall have the same meaning when used in this Deed.
|
| (a) |
| (b) |
the fees of the relevant ships registrar in connection with the Mortgage Discharges; and
|
Page 5
| (c) |
in each case free of all bank charges and on or before 3.00pm BST on 30 June 2017;
| 2.1.2 |
each Borrower and the Guarantor shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence:
|
| (a) |
a copy of a solvency certificate from a duly authorised officer of each of Addiewell Ltd. and Xxxxx Shipping Inc. confirming, amongst other things, that (i) it is not unable to pay its debts and would not become unable to do so as a consequence of making the payment described in sub-clause (e) below, (ii) its assets exceed its liabilities and (iii) no corporate action, legal proceeding or other step has been taken or is pending or has been threatened in relation to the commencement of any liquidation, winding-up or other insolvency or bankruptcy proceeding in respect of that entity;
|
| (b) |
a copy of a resolution of the board of directors or, as the case may be, the duly appointed and empowered executive committee of each Borrower and the Guarantor:
|
| (i) |
approving the terms of, and the transactions contemplated by, this Deed and resolving that it execute this Deed;
|
| (ii) |
authorising a specified person or persons to execute this Deed (and all documents and notices to be signed and/or dispatched under those documents) on its behalf;
|
| (c) |
a copy of the power of attorney of each Borrower and the Guarantor under which this Deed is to be executed; and
|
| (d) |
evidence that any process agent referred to in Clause 9.5 has accepted its appointment,
|
in each case on or before the date of this Deed; and
| (e) |
evidence satisfactory to the Agent that the Guarantor has received (i) forty million dollars ($40,000,000) from Xxxxx Shipping Inc. and (ii) thirty five million dollars ($35,000,000) from Addiewell Ltd.; and
|
| (f) |
an irrevocable payment release letter from a duly authorised officer of the Guarantor authorising the Agent to release the Settlement Sum to the Agent,
|
in each case on or before 3.00pm BST on 30 June 2017.
| 2.2 |
Following the Final Settlement Time, each Party agrees that all Earnings Accounts and the Liquidity Account held by the Security Parties with the Account Holder shall be closed by 29 September 2017. Without prejudice to this obligation, the
|
Page 6
Borrowers and the Guarantor will each execute and deliver to the Security Agent on the date of this Deed a bank operations letter (materially in the form set out in Schedule 2 or such other form as the Security Agent may require) undertaking to close all Earnings Accounts and the Liquidity Account on or before 29 September 2017 and providing authority to the Security Agent to close all Earnings Accounts and the Liquidity Account in the event that such accounts are not closed by 29 September 2017.
| 2.3 |
The satisfaction of the conditions detailed in Clause 2.1 of this Deed shall, with effect from the Final Settlement Time, be the full and final settlement of any and all obligations and liabilities of the Security Parties under the Finance Documents, with the exception of all indemnities contained in the Finance Documents, including without limitation the indemnities contained in clause 12, clause 14, clause 15 and clause 16 of the Loan Agreement, which are intended to survive.
|
| 3.1 |
| 3.1.2 |
irrevocably waive and release any and all Claims existing prior to the date of this Deed against the Security Parties with the exception of any present or future Claims arising from or in connection with any of the indemnities contained in the Finance Documents, including without limitation the indemnities contained in clause 12, clause 14, clause 15 and clause 16 of the Loan Agreement; and
|
| 3.1.3 |
irrevocably and unconditionally reassign and release to the Borrowers all their right, title and interest in and to all the property assigned to the Security Agent or charged in favour of the Security Agent under the Finance Documents,
|
provided that if payment of the Settlement Sum or any other amount set out in Clause 2.1.1 of this Deed is avoided or must be restored in the insolvency, bankruptcy or otherwise of any person, the liability of the Borrowers and the Guarantor under the Finance Documents and the security interests under the Security Documents will continue or be reinstated as if the Deed of Release and Reassignment had not been executed and the relevant amount(s) had not been paid.
| 4.1 |
The Borrower Parties:
|
Page 7
| 4.1.2 |
with effect on and from the Final Settlement Time, irrevocably waive and release any and all Claims against a Finance Party and/or any Finance Party Third Party.
|
| 5.1.1 |
Claims It has not transferred, assigned or otherwise disposed of any of its rights under the Claims.
|
| 5.1.2 |
Existence; Compliance with Law It:
|
| (a) |
is duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation;
|
| (b) |
has the power to own its assets and carry on its business as it is being conducted and is in good standing under the laws of each jurisdiction where such qualification is necessary;
|
Page 8
have been obtained or effected and are in full force and effect.
| (a) |
The choice of governing law of this Deed will be recognised and enforced in the jurisdiction of its incorporation.
|
| 5.1.6 |
Solvency
|
| (a) |
It is able to pay its debts and will not become unable to pay its debts as a result of the transactions contemplated by this Deed.
|
| (b) |
No corporate action, legal proceedings or other procedure or step described in clause 19.1.7 of the Loan Agreement has been taken in relation to it.
|
The Borrowers shall bear all costs, fees and expenses of the Agent, the Security Agent and the Swap Provider in relation to the negotiation, preparation, printing and execution of this Deed, the Deed of Release and Reassignment and discharges in respect of the Mortgages (the "Mortgage Discharges").
| 7.1 |
Time is of the essence for the times and dates specified in this Deed.
|
| 7.2 |
In the event that any of the conditions listed in Clause 2.1 of this Deed have not been satisfied on or before 3.00pm BST on 30 June 2017, the Final Settlement Time shall not be capable of occurring.
|
| 8.2 |
No variation or amendment of this Deed shall be valid unless in writing and signed on behalf of each Party.
|
Page 9
| 8.3 |
The "Agent", the "Security Agent", any "Borrower", the "Guarantor", or any "Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees.
|
| 8.4 |
This Deed 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 Deed.
|
| 8.6 |
A person who is not a Party (other than a Finance Party) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.
|
| 8.7 |
No Party may assign any of its rights or transfer any of its rights or obligations under this Deed.
|
| 8.9 |
The provisions of clause 36 (Confidentiality) of the Loan Agreement shall apply to this Deed as if they were set out in full.
|
| 9.1 |
This Deed and any non-contractual obligations arising from or in connection with it shall in all respects be governed by and interpreted in accordance with English law.
|
| 9.2 |
For the exclusive benefit of the Finance Parties, each Borrower and the Guarantor irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any dispute (a) arising from or in connection with this Deed or (b) relating to any non-contractual obligations arising from or in connection with this Deed and that any proceedings may be brought in those courts.
|
| 9.3 |
Nothing contained in this Clause shall limit the right of the Finance Parties to commence any proceedings against a Borrower or the Guarantor in any other court of competent jurisdiction nor shall the commencement of any proceedings against a Borrower or the Guarantor in one or more jurisdictions preclude the commencement of any proceedings in any other jurisdiction, whether concurrently or not.
|
| 9.4 |
Each Borrower and the Guarantor irrevocably waives any objection which it may now or in the future have to the laying of the venue of any proceedings in any court referred to in this Clause and any claim that those proceedings have been brought in an inconvenient or inappropriate forum, and irrevocably agrees that a judgment in any proceedings commenced in any such court shall be conclusive and binding on it and may be enforced in the courts of any other jurisdiction.
|
| 9.5 |
Without prejudice to any other mode of service allowed under any relevant law, each Borrower and the Guarantor:
|
Page 10
| 9.5.1 |
irrevocably appoint Xxxxxxxx & Co of 00 Xxxxx Xxxxx, Xxxxxxx Xxx, Xxxxxxxxxxxxx, XX0 0XX, Xxxxxxx as its agent for service of process in relation to any proceedings before the English courts; and
|
| 9.5.2 |
agrees that failure by a process agent to notify a Borrower or the Guarantor of the process will not invalidate the proceedings concerned.
|
In witness of which this Xxxx has been duly executed and delivered as a deed the day and year first before written.
Page 11
|
The Agent
Signed and delivered
as a Deed
by The Royal Bank of Scotland plc
acting by Xxxxxx Xxxxx Xxxx Xxxxxx
its duly authorised attorney
in the presence of:
|
)
)
)
)
)
)
)
|
/s/ Xxxxxx Xxxxx Xxxx Xxxxxx
|
|
Witness signature:
|
/s/ Xxxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxx
|
||
|
Address:
|
000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX
|
|
The Security Agent
Signed and delivered
as a Deed
by The Royal Bank of Scotland plc
acting by Xxxxxx Xxxxx Xxxx Xxxxxx
its duly authorised attorney
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxx Xxxxx Xxxx Xxxxxx
|
|
Witness signature:
|
/s/ Xxxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxx
|
||
|
Address:
|
000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX
|
|
The Swap Provider
Signed and delivered
as a Deed
by The Royal Bank of Scotland plc
acting by Xxxxxx Xxxxx Xxxx Xxxxxx
its duly authorised attorney
in the presence of:
|
)
)
)
)
)
)
)
|
/s/ Xxxxxx Xxxxx Xxxx Xxxxxx
|
|
Witness signature:
|
/s/ Xxxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxxx Xxxxxxx
|
||
|
Address:
|
000 Xxxxxxxxxxx, Xxxxxx, XX0X 0XX
|
Page 12
|
The Borrowers
Signed and delivered
as a Deed
Likiep Shipping Company Inc.
acting by Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
|
|
Signed and delivered
as a Deed
Orangina Inc.
acting by Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
|
|
Signed and delivered
as a Deed
Oruk Shipping Company Inc.
acting by Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxx Xxxxxxxxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxx
|
Page 13
|
Signed and delivered
as a Deed
Xxxxx Shipping Company Inc.
acting by Xxxxxxx Xxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxx, Xxxxxx
|
|
Signed and delivered
as a Deed
Jabor Shipping Company Inc.
acting by Xxxxxxx Xxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxx, Xxxxxx
|
|
Signed and delivered
as a Deed
Eluk Shipping Company Inc.
acting by Xxxxxxx Xxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxx, Xxxxxx
|
Page 14
|
Signed and delivered
as a Deed
Mago Shipping Company Inc.
acting by Xxxxxxxxx Xxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxxxx Xxxxxx
|
|
Witness signature:
|
/s/ Xxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxx Xxxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
X. Xxxxxx, Xxxxxx, Xxxxxx
|
|
Signed and delivered
as a Deed
Xxxx Shipping Company Inc.
acting by Xxxxxxxxx Xxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxxxx Xxxxxx
|
|
Witness signature:
|
/s/ Xxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxx Xxxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
X. Xxxxxx, Xxxxxx, Xxxxxx
|
|
Signed and delivered
as a Deed
Langor Shipping Company Inc.
acting by Xxxxxxxxx Xxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxxxx Xxxxxx
|
|
Witness signature:
|
/s/ Xxxxx Xxxxxxx
|
||
|
Name:
|
Xxxxx Xxxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
X. Xxxxxx, Xxxxxx, Xxxxxx
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Page 15
|
The Guarantor
Signed and delivered
as a Deed
by Xxxxx Xxxxxxxxxxxxxx Inc.
acting by Xxxxxxx Xxxxxxxxx
its duly authorised attorney in fact
in the presence of:
|
)
)
)
)
)
)
)
)
|
/s/ Xxxxxxx Xxxxxxxxx
|
|
Witness signature:
|
/s/ Xxxxxxxxx Xxxxxx
|
||
|
Name:
|
Xxxxxxxxx Xxxxxx
|
||
|
Address:
|
Xxxxxxxx 00, 00000
Xxxxxx, Xxxxxx
|
Page 16
| 2 |
the first preferred Xxxxxxxx Islands mortgage over Vessel A dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx A in favour of the Security Agent ("Mortgage 1");
|
| 3 |
the first preferred Xxxxxxxx Islands mortgage over Vessel B dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx B in favour of the Security Agent ("Mortgage 2");
|
| 4 |
the first preferred Xxxxxxxx Islands mortgage over Vessel C dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx C in favour of the Security Agent ("Mortgage 3");
|
| 5 |
the first preferred Xxxxxxxx Islands mortgage over Vessel D dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Borrower D in favour of the Security Agent ("Mortgage 4");
|
| 6 |
the first preferred Xxxxxxxx Islands mortgage over Vessel E dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx E in favour of the Security Agent ("Mortgage 5");
|
| 7 |
the first preferred Xxxxxxxx Islands mortgage over Vessel G dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx G in favour of the Security Agent ("Mortgage 7");
|
| 8 |
the first preferred Xxxxxxxx Islands mortgage over Xxxxxx X dated 15 September 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx X in favour of the Security Agent ("Mortgage 8");
|
| 9 |
the first preferred Xxxxxxxx Islands mortgage over Vessel I dated 19 November 2015 (as amended by a first addendum dated 12 September 2016) granted by Xxxxxxxx I in favour of the Security Agent ("Mortgage 9"); and
|
| 10 |
the first preferred Xxxxxxxx Islands mortgage over Vessel J dated 12 September 2016 granted by Xxxxxxxx J in favour of the Security Agent ("Mortgage 10" and together with Mortgage 1, Mortgage 2, Mortgage 3, Mortgage 4, Mortgage 5, Mortgage 7, Mortgage 8 and Mortgage 9, the "Mortgages");
|
| 11 |
the account charge in respect of the Earnings Account in the name of Xxxxxxxx A dated 15 September 2015 between Xxxxxxxx A and the Security Agent;
|
| 12 |
the account charge in respect of the Earnings Account in the name of Borrower B dated 15 September 2015 between Borrower B and the Security Agent;
|
| 13 |
the account charge in respect of the Earnings Account in the name of Borrower C dated 15 September 2015 between Borrower C and the Security Agent;
|
Page 17
| 14 |
the account charge in respect of the Earnings Account in the name of Borrower D dated 15 September 2015 between Borrower D and the Security Agent;
|
| 15 |
the account charge in respect of the Earnings Account in the name of Xxxxxxxx E dated 15 September 2015 between Xxxxxxxx E and the Security Agent;
|
| 16 |
the account charge in respect of the Earnings Account in the name of Borrower G dated 15 September 2015 between Borrower G and the Security Agent;
|
| 17 |
the account charge in respect of the Earnings Account in the name of Xxxxxxxx X dated 15 September 2015 between Borrower H and the Security Agent;
|
| 18 |
the account charge in respect of the Earnings Account in the name of Borrower I dated 19 November 2015 between Borrower I and the Security Agent;
|
| 19 |
the account charge in respect of the Earnings Account in the name of Xxxxxxxx X dated 12 September 2016 between Xxxxxxxx J and the Security Agent;
|
| 20 |
the account charge in respect of the Liquidity Account in the name of the Guarantor dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 21 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel A dated 15 September 2015 between Borrower A and the Security Agent;
|
| 22 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel B dated 15 September 2015 between Borrower B and the Security Agent;
|
| 23 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel C dated 15 September 2015 between Borrower C and the Security Agent;
|
| 24 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel D dated 15 September 2015 between Borrower D and the Security Agent;
|
| 25 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel E dated 15 September 2015 between Borrower E and the Security Agent;
|
| 26 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel G dated 15 September 2015 between Borrower G and the Security Agent;
|
| 27 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel H dated 15 September 2015 between Borrower H and the Security Agent;
|
| 28 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel I dated 19 November 2015 between Borrower I and the Security Agent;
|
Page 18
| 29 |
the deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation in respect of Vessel J dated 12 September 2016 between Borrower J and the Security Agent;
|
| 30 |
the share pledge over the issued share capital in Borrower A dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 31 |
the share pledge over the issued share capital in Borrower B dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 32 |
the share pledge over the issued share capital in Borrower C dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 33 |
the share pledge over the issued share capital in Borrower D dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 34 |
the share pledge over the issued share capital in Borrower E dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 35 |
the share pledge over the issued share capital in Borrower G dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 36 |
the share pledge over the issued share capital in Borrower H dated 15 September 2015 between the Guarantor and the Security Agent;
|
| 37 |
the share pledge over the issued share capital in Borrower I dated 19 November 2015 between the Guarantor and the Security Agent;
|
| 38 |
the share pledge over the issued share capital in Borrower J dated 12 September 2016 between the Guarantor and the Security Agent; and
|
| 39 |
the deed of charge over Master Agreement Proceeds dated 15 September 2015 granted by the Borrowers in favour of the Security Agent.
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Page 19
Banking Operations Letter
From: [Likiep Shipping Company Inc.][Orangina Inc.][Oruk Shipping Company Inc.][Xxxxx Shipping Company Inc.][Jabor Shipping Company Inc.][Mago Shipping Company Inc.][Xxxx Shipping Company Inc.][Langor Shipping Company Inc.][Eluk Shipping Company Inc] [Xxxxx Containerships Inc.]
| To: |
The Royal Bank of Scotland plc
c/o RBS Capital Resolution 250 Bishopsgate London EC2M 4AA England |
[ ] 2017
Dear Sirs,
We, [Likiep Shipping Company Inc.][Orangina Inc.][Oruk Shipping Company Inc.][Xxxxx Shipping Company Inc.][Jabor Shipping Company Inc.][Mago Shipping Company Inc.][Xxxx Shipping Company Inc.][Langor Shipping Company Inc.][Eluk Shipping Company Inc][Xxxxx Containerships Inc.] (the "Company") write to confirm the agreement reached for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by the Company, between (i) the Company, and (ii) The Royal Bank of Scotland plc (the "Bank") in relation to certain operational banking arrangements.
| 3 |
The information contained in this letter is confidential and we will not disclose to any third party (a) the letter and/or (b) any of its contents and/or (c) the fact that discussions concerning the terms hereof have taken place, other than (i) as required by applicable law or regulation, (and, if so disclosed, we will use reasonable endeavours to inform the Bank to whom such information has been disclosed at our
|
Page 20
earliest convenience), or (ii) disclosure to our professional advisors or associated or affiliated companies on the terms of this paragraph 3.
Yours faithfully
Signed and delivered as a DEED for and on behalf of
[Likiep Shipping Company Inc.][Orangina Inc.][Oruk Shipping Company Inc.][Xxxxx Shipping Company Inc.][Jabor Shipping Company Inc.][Mago Shipping Company Inc.][Xxxx Shipping Company Inc.][Langor Shipping Company Inc.][Eluk Shipping Company Inc] [Xxxxx Containerships Inc.]
[Likiep Shipping Company Inc.][Orangina Inc.][Oruk Shipping Company Inc.][Xxxxx Shipping Company Inc.][Jabor Shipping Company Inc.][Mago Shipping Company Inc.][Xxxx Shipping Company Inc.][Langor Shipping Company Inc.][Eluk Shipping Company Inc] [Xxxxx Containerships Inc.]
Acting by:
Name:
Title: Attorney-in-fact
Title: Attorney-in-fact
In the presence of:
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