NORDEA BANK FINLAND PLC SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
EXECUTION COPY
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NORDEA BANK FINLAND PLC |
SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL) |
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0000 Xxxxxx xx xxx Xxxxxxxx |
Xxxxxxxxxxxxxxxxxxx 0 |
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Xxx Xxxx, XX 00000 |
XX-000 00 Xxxxxxxxx |
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Xxxxxx |
June 3, 2016
Baltic Trading Limited
c/o Genco Shipping & Trading Limited
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxxx
Re: Extension of Cure Period
To whom it may concern:
We refer to that certain (i) Senior Secured Credit Agreement, dated as of December 31, 2014, entered into by and among (1) BALTIC TRADING LIMITED, a company incorporated under the laws of the Republic of the Xxxxxxxx Islands (the “Borrower”), (2) GENCO SHIPPING & TRADING LIMITED, a company incorporated under the laws of the Republic of the Xxxxxxxx Islands (“Genco”), (3) the Lenders party hereto from time to time (the “Lenders”) and (4) NORDEA BANK FINLAND PLC, NEW YORK BRANCH (“Nordea”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Security Agent under the Security Documents (in such capacity, the “Security Agent”) (as amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”) and (ii) letter agreement, dated April 12, 2016, executed by us and accepted and agreed to by the Borrower and the guarantors of the Borrower’s obligations under the Credit Agreement (the “Letter Agreement”). All terms not defined herein shall have the meaning given thereto in the Credit Agreement.
The Compliance Certificate delivered by the Borrower on March 15, 2016 in respect of the financial period ended on December 31, 2015 showed a shortfall in respect of the collateral maintenance ratio requirement under Section 8.07(d) of the Credit Agreement, which shortfall, if uncured, shall result in an Event of Default as of May 31, 2016 pursuant to Section 9.03 of the Credit Agreement and the terms of the Letter Agreement (the “December 2015 Collateral Maintenance Shortfall”).
Subject to the terms and conditions set forth in this letter agreement, the Lenders hereby agree that solely with respect to the December 2015 Collateral Maintenance Shortfall, the Lenders extend the cure period provided in Section 8.07(d) of the Credit Agreement to June 8, 2016; provided, that until such date, neither Genco nor any Subsidiary of Genco shall be permitted to make a payment, repayment or prepayment of any principal of a loan to any of its lenders or other creditors (other than (i) any indebtedness owed to the lenders as and when they fall due under the credit facility involving the vessel Baltic Hornet or the credit facility involving the vessel Baltic Wasp, (ii) any indebtedness in connection with the waived scheduled payment originally due in April under the Genco Existing ABN Amro Credit Agreement, (iii) any inter-company indebtedness by and among Genco and its Subsidiaries in the ordinary course of business and (iv) the scheduled amortization payment to be made on June 6, 2016 in the approximate amount of US$375,000 under that certain US$22,000,000 secured loan agreement, dated as of August 30, 2013, by and among Baltic Hare Limited and Baltic Fox Limited, as borrowers, DVB Bank SE, as lender) or create any security or give any guarantee or other commitment or credit support (or procures or allows any of its Affiliates to do so) in favor of any lender or other creditor of any of
Genco and its Subsidiaries (other than cross collateralization of facilities to the same lender for security maintenance purposes); provided, further, that any breach of the requirement set forth in the foregoing proviso shall terminate the extension of the cure period granted in this paragraph.
This letter agreement shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any payments required to be made pursuant to the Credit Agreement (including, but not limited to, payments of any principal, interest and fees) or a waiver of any breach or default other than as specifically waived or modified herein, (b) affect the right of the Lenders to demand compliance by the Obligors with all terms and conditions of the Credit Agreement, except as specifically modified or waived by this letter agreement, (c) be deemed a waiver of any transaction or future action on the part of the Obligors requiring the Lenders’ or the Required Lenders’ consent or approval under the Credit Agreement (except as contemplated by this letter agreement), or (d) except as waived or modified hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Administrative Agent’s, the Security Agent’s or the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Credit Document, whether arising as a consequence of any Event of Default which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.
This letter agreement shall only be deemed effective when the Administrative Agent shall have received (i) a copy of this letter agreement duly executed by each of the Obligors, the Lenders and the Administrative Agent and (ii) confirmation from Genco (which may be given by email) that parallel waivers under the Genco Existing DB Credit Agreement and the Genco Existing Credit Agricole Credit Agreement (the “Parallel Waivers”) have been duly executed and made effective. The effectiveness of the extension of the cure period granted herein shall be conditional upon the continuing effectiveness of the Parallel Waivers. Other than the Parallel Waivers, there are no defaults or events of default that are required to be waived under any credit facility to which Genco or any of its subsidiaries are party prior to June 9, 2016.
Each of the Obligors hereby represents and warrants that after giving effect to this Agreement, (i) the representations and warranties of the Obligors set forth in the Credit Agreement and in each other Credit Document are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date except to the extent such representations and warranties specifically relate to an earlier date and (ii) no event has occurred and is continuing which constitutes a Default or Event of Default (other than the December 2015 Collateral Maintenance Shortfall and other than as waived by the Parallel Waivers) under any credit agreement to which such Obligor is party (as such capitalized terms are defined in each respective credit agreement).
Each of the Obligors (a) affirms all of its obligations under the Credit Documents as modified hereby and (b) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Credit Documents except as expressly set forth herein.
This letter agreement (a) shall be governed by and shall be construed and enforced in accordance with, the laws of the State of New York and (b) may be executed in any number of counterparts, and telecopied signatures (or signatures delivered via electronic mail or “pdf”) each of which shall be enforceable as an original.
This letter agreement is a Credit Document.
[Signature Pages Follow]
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Very truly yours,
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NORDEA BANK FINLAND PLC, NEW YORK BRANCH, |
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as Administrative Agent and Lender |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Senior Vice President |
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SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL), |
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as Lender |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
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By: |
/s/ Xxxxxx Hellners |
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Name: |
Xxxxxx Hellners |
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Title: |
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[Signature Page to Letter Agreement regarding Extension of Cure Period]
Accepted and Agreed:
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Genco Shipping & Trading Limited |
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By: |
/s/ Apostolos Zafolias |
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Name: |
Apostolos Zafolias |
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Title: |
CFO |
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BALTIC TRADING LIMITED |
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By: |
/s/ Apostolos Zafolias |
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Name: |
Apostolos Zafolias |
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Title: |
CFO |
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BALTIC BEAR LIMITED |
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BALTIC COUGAR LIMITED |
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BALTIC JAGUAR LIMITED |
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BALTIC LEOPARD LIMITED |
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BALTIC PANTHER LIMITED |
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BALTIC WOLF LIMITED |
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BALTIC BREEZE LIMITED |
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BALTIC COVE LIMITED |
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BALTIC WIND LIMITED |
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BALTIC MANTIS LIMITED |
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BALTIC SCORPION LIMITED |
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GENCO PIONEER LIMITED |
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GENCO PROGRESS LIMITED |
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GENCO LEADER LIMITED |
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GENCO WISDOM LIMITED |
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By: |
/s/ Apostolos Zafolias |
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Name: |
Apostolos Zafolias |
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Title: |
CFO |
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[Signature Page to Letter Agreement regarding Extension of Cure Period]
