Exhibit 4.4
THIRD SUPPLEMENTAL AGREEMENT
To: Aries Maritime Transport Limited
0 Xxxxxxxx Xxxxxx
Xxxxxx 00000
Xxxxxx
March 2, 2007
Dear Sirs,
US$360,000,000 Revolving Credit Facility
We refer to the facility agreement dated 3 April 2006 (as supplemented and
amended from time to time) (the "Facility Agreement") and made between (1) you,
(hereinafter referred to as the "Borrower"), (2) the banks and financial
institutions as set out in Schedule 1 to the Facility Agreement (the "Banks"),
(3) The Governor and Company of the Bank of Scotland and Nordea Bank Finland plc
as joint lead arrangers (the "Arrangers") (4) the banks and financial
institutions set out at Schedule 1, part 3 to the Facility Agreement in their
capacity as co-arrangers (the "Co-Arrangers"), (5) the banks and financial
institutions set out at Schedule 1, part 2 to the Facility Agreement in their
capacity as swap banks (the "Swap Banks") and (6) The Governor and Company of
the Bank of Scotland (the "Agent", and together with the Banks, the Arrangers,
the Co-Arrangers and the Swap Banks, the "Finance Parties" and each a "Finance
Party") as agent, security agent and trustee on behalf of the Finance Parties,
pursuant to which the Banks agreed to make available to you upon the terms and
conditions therein the aggregate sum of up to three hundred and sixty million
Dollars ($360,000,000) (the "Loan").
You, the Borrower, have now requested that we, in our capacity as security agent
and trustee on behalf of the Finance Parties, agree on behalf of the Finance
Parties, to:
(A) the amendment of the definitions of "Current Assets" and "Current
Liabilities" as set out in clause 8.6 of the Facility Agreement so that
they exclude all items currently appearing in your consolidated financial
statements under the heading "Derivative Financial Instruments" which will
impact upon the definition of "Working Capital" as set out in clause 8.6;
(B) the temporary reduction of the interest coverage ratio as described in
clause 8.7.4 of the Facility Agreement;
(C) the change of charterer of m.v. "SCI TEJ" (the "Ship") from Shipping
Corporation of India ("SCI") to Mediterranean Shipping Company ("MSC"); and
(D) the change of name of the Ship to m.v. "MSC OSLO".
We, as Agent, on behalf of the Finance Parties but subject to the receipt and
satisfaction of the Conditions Precedent listed in Schedule 1 hereto, hereby:
1 agree to the deletion of the definition of "Current Assets" set out in
clause 8.6 of the Facility Agreement and its replacement with:
""Current Assets" means, at any time in respect of the Borrower's
Group, the amount of current assets of the Borrower's Group on a
consolidated basis which would be included as current assets in a
consolidated balance sheet of the Borrower's Group in accordance with
GAAP drawn up at such time together with such amount of Cash and Cash
Equivalent Investments forming part of the Minimum Liquidity and/or
the Retention Amount (but always excluding any current assets arising
from Derivative Financial Instruments) which may be disregarded from
the current assets in a consolidated balance sheet of the Borrower's
Group;";
2 agree to the deletion of the definition of "Current Liabilities" set out in
clause 8.6 of the Facility Agreement and its replacement with:
""Current Liabilities" means, at any time in respect of the Borrower's
Group, the amount of current liabilities of the Borrower's Group on a
consolidated basis which would be included as current liabilities in
the consolidated balance sheet of the Borrower's Group in accordance
with GAAP drawn up at such time excluding Deferred Revenue and all
current liabilities arising from Derivative Financial Instruments;";
3 agree to the insertion of the definition "Derivative Financial Instruments"
in alphabetical order in clause 8.6 of the Facility Agreement as follows:
""Derivative Financial Instruments" means at any time in respect of
the Borrower's Group the fair value of any Transaction entered into
under the Master Swap Agreements and the fair value of any other
derivative financial instruments appearing under this heading (and
previously approved by the Agent) in the consolidated financial
statements of the Borrower's Group provided by the Borrower to the
Finance Parties in accordance with the provisions of clause 8.1.5 of
the Facilities Agreement or otherwise and in the event of the Borrower
changing the form or substance of the financial statements (always in
accordance with GAAP) provided by the Borrower to the Finance Parties
so that Derivative Financial Instruments no longer appears as a
heading and/or such Derivative Financial Instruments are otherwise
accounted for, the determination of what constitutes Derivative
Financial Instruments shall be made by the Agent acting reasonably;"
4 subject to the proviso to this paragraph 4, agree to the temporary
reduction of the interest coverage ratio as described in clause 8.7.4 of
the Facility Agreement so that for the periods ending 31 December 2006, 31
March 2007 and 30 June 2007 only, the Borrower shall be required to
maintain a ratio of EBITDA to Interest Payable on a trailing four (4)
Financial Quarter Basis of not less than 2.50 to 1.00 but shall thereafter
immediately revert back to a ratio of not less than 3.00 to 1.00 Provided
That, until such time as a Compliance Certificate is received by the Agent
(whether received during or after the periods set out above) advising that
the ratio of EBITDA to Interest Payable on a trailing four (4) Financial
Quarter Basis is not less than 3.00 to 1.00:
(a) the Margin shall be increased to 1.75% (which increased Margin should
(for the avoidance of doubt) be effective as from 3 January 2007); and
(b) any Advance for new investments will require all Banks' consent;
5 agree and consent to the change of charterer of the Ship from SCI to MSC;
6 agree and consent to the change of name of the Ship from m.v. "SCI TEJ" to
m.v. "MSC OSLO"; and
7 agree to the deletion of the words "SCI TEJ" and "SCI" wherever they appear
in the Facility Agreement and their replacement with the words "MSC OSLO"
and "MSC" respectively.
Please countersign and return a copy of this letter as evidence of your
agreement to all of its terms and conditions and procure the countersignature
and return of this letter by the Owners and the Manager as evidence of their
agreement to all of its terms and conditions.
Words and expressions defined in the Facility Agreement shall, unless the
context otherwise requires or unless defined herein, have the same meanings when
used in this letter.
This letter shall be governed by and construed in accordance with the laws of
England.
Yours faithfully,
............................
For and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
(as security agent and trustee for the Finance Parties)
We agree to the terms of this letter.
............................
For and on behalf of
ARIES MARITIME TRANSPORT LIMITED
We agree to the terms of this letter.
............................
For and on behalf of
MAGNUS CARRIERS CORPORATION
We agree to the terms of this letter.
............................
For and on behalf of
OSTRIA WAVES LTD.
XXXXXX MARINE LIMITED
VINTAGE MARINE S.A.
LAND MARINE X.X.
XXXXX MARINE S.A.
ALTIUS MARINE S.A.
FORTIUS MARINE S.A.
JUBILEE SHIPHOLDING S.A.
OLYMPIC GALAXY SHIPPING LIMITED
DYNAMIC MARITIME COMPANY
MAKASSAR MARINE LTD.
SEINE MARINE LTD.
CHINOOK WAVES CORPORATION
COMPASS OVERSEAS LTD.
COMPASSION OVERSEAS LTD.
Schedule 1
Conditions Precedent to the agreements of the Finance Parties contained in this
Third Supplemental Agreement becoming effective
(a) Constitutional documents
copies, certified by an officer of the Borrower, each of the Owners
(including without limitation Dynamic Maritime Company ("Dynamic"))
and the Manager (together, the "Relevant Parties" and each a "Relevant
Party") as true, complete and up to date copies of all documents which
contain or establish or relate to the constitution of the Relevant
Party;
(b) Corporate authorisations
copies of resolutions of the directors and, if required by such
Relevant Party's law of incorporation, shareholders of the Relevant
Parties approving this Agreement and in the case of Dynamic the
charter assignment to be executed by Dynamic in favour of the Agent in
relation to the charter to be made between Dynamic and MSC in relation
to the Ship (the "Charter Assignment") and in each case authorising
the signature, countersignature, delivery and performance of such
Relevant Party's obligations as appropriate thereunder, certified (in
a certificate dated no later than the date of this Agreement) by an
officer of such Relevant Party as:
(i) being true and correct;
(ii) being duly passed at meetings of the directors of such Relevant
Party and, if required by such Relevant Party's law of
incorporation, of the shareholders of such Relevant Party, each
duly convened and held or duly adopted by unanimous written
consent in lieu of such meeting(s);
(iii) not having been amended, modified or revoked; and
(iv) being in full force and effect
together with originals or certified copies of any powers of attorney
issued by any Relevant Party pursuant to such resolutions;
(c) Specimen signatures
copies of the signatures of the persons who have been authorised on
behalf of each Relevant Party to sign and/or countersign such of this
Agreement and the Charter Assignment to which such Relevant Party is,
or is to be, party and to give notices and communications under or in
connection with this Agreement and the Charter Assignment, certified
(in a certificate dated no earlier than five (5) Banking Days prior to
the date of this Agreement) by an officer of such Relevant Party as
being the true signatures of such persons;
(d) Certificates of incumbency
a list of directors and officers of each Relevant Party specifying the
names and positions of such persons, certified (in a certificate dated
no earlier than five (5) Banking Days prior to the date of this
Agreement) by an officer of such Relevant Party to be true, complete
and up to date;
(e) Security documents and delivery documents
the Charter Assignment in a form and substance acceptable to the
Finance Parties duly executed by Dynamic;
(f) Notices of assignment and acknowledgements
copies of duly executed notices of assignment required by the terms of
the Charter Assignment and in the forms prescribed by the Charter
Assignment; and
(g) Process agent letter
a copy, certified as a true copy by Dynamic's solicitors or other
person acceptable to the Agent of a letter from Dynamic's agent for
receipt of service of proceedings referred to in the Charter
Assignment in which it is or is to be appointed as Dynamic's agent.
SK 23248 0002 764949
