THIRD AMENDATORY AGREEMENT
Execution
Version
THIRD AMENDATORY AGREEMENT
(this "Third Amendatory
Agreement") is dated as of August 4, 2009 and made
between:
(1)
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EAGLE BULK SHIPPING
INC., a corporation incorporated in the Republic of the Xxxxxxxx
Islands, as Borrower (the "Borrower");
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(2)
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THE SUBSIDIARIES of the
Borrower party hereto as Guarantors (the "Guarantors");
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(3)
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THE BANKS AND FINANCIAL
INSTITUTIONS whose names appear on the signature pages hereof as
Lenders (the "Existing
Lenders"); and
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(4)
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THE ROYAL BANK OF SCOTLAND
plc as Mandated Lead Arranger, Bookrunner, Swap Bank, Agent and
Security Trustee.
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PRELIMINARY
STATEMENTS:
(A)
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The
Borrower, the Guarantors, the Lenders described therein and The Royal Bank
of Scotland plc acting in the several capacities as Mandated Lead
Arranger, Bookrunner, Swap Bank, Agent and Security Trustee are parties to
a Third Amended and Restated Credit Agreement dated as of October 19, 2007
as amended by an Amendatory Agreement dated as of July 3, 2008 and a
Second Amendatory Agreement dated as of December 17, 2008 (the "Credit Agreement")
providing for a secured reducing revolving credit facility for the
purposes described therein.
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(B) | The Borrower and the Existing Lenders have agreed to further modifications of the Credit Agreement on the terms and conditions herein provided. |
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, it is agreed as follows:
1.
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DEFINITIONS
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Words and
expressions defined in the Credit Agreement shall have the same meaning when
used in this Third Amendatory Agreement unless the context otherwise
requires.
2.
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REPRESENTATIONS
AND WARRANTIES
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Each
Obligor jointly and severally represents and warrants to each Finance Party
that:
(a)
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All
of the representations and warranties contained in Clause 18 of the Credit
Agreement are true and correct on and as of the date hereof as if made on
and as of the date hereof.
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(b)
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No
Default has occurred and is continuing on the date
hereof.
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(c)
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The
obligations expressed to be assumed by it in this Third Amendatory
Agreement are, and, upon execution and delivery of this Third Amendatory
Agreement and each of the other documents contemplated hereby to which it
is to be a party, the obligations expressed to be assumed by it herein and
in such other documents will be, legal, valid, binding
and
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enforceable
obligations, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of creditor's rights
generally.
(d)
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It
has the power to enter into, perform and deliver, and has taken all
necessary action to authorize its entry into, performance and delivery of,
this Third Amendatory Agreement and the transactions contemplated by this
Third Amendatory Agreement.
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3.
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AMENDMENTS
TO CREDIT AGREEMENT
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With
effect from the date (the "Effective Date") on which the
condition precedent set forth in Clause 4 of this Third Amendatory Agreement
shall have been satisfied:
3.01
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The
Total Commitments of the Lenders is further reduced from $1,350,000,000 to
$1,200,000,000, and the Commitment of each Lender outstanding immediately
prior to the Effective Date is reduced pro
rata.
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3.02
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The
definition of "Additional Newbuilding"
in Clause 1.1 of the Credit Agreement is amended to exclude Yangzhou
Dayang Shipbuilding Co., Ltd. Hull Nos. DY143, DY3038, DY3041 and
DY3043.
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3.03
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The
definition of "Approved
Charter" in Clause 1.1 of the Credit Agreement is amended to read
in its entirety as follows:
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"Approved Charter" means,
collectively, (i) the time charters described in Part IV of Schedule 12 (Details of Existing Ships,
Newbuildings and Approved Charters), and (ii) any other time or
consecutive voyage charter in respect of a Ship for a term which exceeds, or
which by virtue of any optional extensions may exceed, 24 months and has been
approved by the Agent.
3.04
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The
definition of "Approved
Manager" in Clause 1.1 of the Credit Agreement is amended to read
in its entirety as follows:
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"Approved
Manager" means, as the context may require, (i) Eagle Shipping
International (USA) LLC, a Xxxxxxxx Islands limited liability company with
offices currently at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or any other person
approved by the Agent from time to time as the commercial manager of a Ship,
which approval shall not unreasonably be withheld, and (ii) V Ships Management
Ltd., an Isle of Man company with offices at Eaglehurst, Belmont Hill, Douglas,
Isle of Man, Wilhelmsen Ship Management (formerly Xxxxxx International Ltd.), a
Hong Kong company with offices at West Tower, Shun Tak Centre, 000-000 Xxxxxxxxx
Xxxx Xxxxxxx, Xxxx Xxxx, Anglo-Eastern International (Macau Commercial Offshore)
Limited, Xxxxxxx Xxx Xxxxxx Xxxxxxxxxx Xx. 000, Xxx. Jardim Brilhantismo, No. 12
Andar "L", Macau, any Subsidiary of the Borrower, or any other person approved
by the Agent from time to time as the technical manager of a Ship, which
approval shall not unreasonably be withheld.
3.05
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Paragraph
(c) of the definition of "Debt" in Clause 1.1 of
the Credit Agreement is amended to read in its entirety as
follows:
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(c)
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contingent
liabilities of the debtor (including without limitation any taxes or other
payments under dispute) which have been or, under GAAP, should be recorded
in the notes to the Accounting Information, but excluding any contingent
liabilities in respect of Deferred Revenue and Fair Value Below Contract
Value from charters of Ships;
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3.06
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The
definition of "Margin" in Clause 1.1
of the Credit Agreement is amended to read in its entirety as
follows:
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"Margin" means two
and one-half percent (2.50%) per annum; provided, however, that if at
the end of any Accounting Period ending on or after September 30, 2009, the
ratio of Consolidated Debt to Net Worth is less than fifty percent (50%),
"Margin" shall be reduced to two percent (2.00%) per annum with effect from the
beginning of the next Accounting Period; provided, further, that if at
the end of any Accounting Period following a reduction of the Margin pursuant to
the preceding proviso, the ratio of Consolidated Debt to Net Worth is equal to
or greater than fifty percent (50%), "Margin" shall be reinstated permanently to
two and one-half percent (2.50%) per annum with effect from the beginning of the
next Accounting Period or the next Interest Period, whichever is
earlier.
3.07
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The
definition of "Security Value" in Clause 1.1 of the Credit Agreement is
amended to read in its entirety as
follows:
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"Security Value" means, in
respect of any relevant date, the aggregate amount of (a) the contract price of
each Newbuilding which has not been delivered, where the relevant Shipbuilding
Contract and (except in relation to the IHI Newbuildings) Refund Guarantees for
such Newbuilding is then subject to an Assignment of Shipbuilding Contract and
Refund Guarantee, less any amount remaining unpaid to the relevant shipyard
under such Shipbuilding Contract, and (b) the market value of each Ship then
subject to a Mortgage and which has not become the subject of a Total Loss,
determined in accordance with Clause 21.3 (Valuation of Ships) on the
basis of the most recent valuation delivered pursuant to Clause 4.2 (Conditions Precedent to
Utilization) or Clause 21.6 (Provision of valuations and
information) , as the case may be.
3.08
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The
definition of "Tangible
Fixed Assets" in Clause 1.1 of the Credit Agreement is amended to
read in its entirety as follows:
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"Tangible Fixed
Assets" means, in respect of an Accounting Period, the value
(less depreciation computed in accordance with GAAP) on a consolidated basis of
all tangible fixed assets of the Group as stated in the then most recent
Accounting Information; provided that, for
the purposes of determining compliance with the covenant set forth in Clause
20.1(a) (Minimum adjusted net
worth), (a) the amount of Tangible Fixed Assets attributable to
Newbuildings shall be equal to the aggregate amount of the contract price of
each Newbuilding which has not been delivered, where the relevant Shipbuilding
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Contract
and (except in relation to the IHI Newbuildings) Refund Guarantees for such
Newbuilding is then subject to an Assignment of Shipbuilding Contract and Refund
Guarantee, less any amount remaining unpaid to the relevant shipyard under such
Shipbuilding Contract, and (b) the amount of Tangible Fixed Assets attributable
to Ships shall be equal to the aggregate amount of the market value of each Ship
then subject to a Mortgage and which has not become the subject of a Total Loss,
determined in accordance with Clause 21.3 (Valuation of Ships) on the
basis of the most recent valuation delivered pursuant to Clause 4.2 (Conditions Precedent to
Utilization) or Clause 21.6 (Provision of valuations and
information), as the case may be.
3.09
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The
definition of "Termination Date" in
Clause 1.1 of the Credit Agreement is amended to read in its entirety as
follows:
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"Termination
Date" means July 31, 2014.
3.10
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Clause
1.1 of the Credit Agreement is amended by inserting in the appropriate
alphabetical order the following new
definitions:
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"Deferred Revenue" means, in
relation to any charter of a Ship where the charterer agrees to pay in advance a
portion of charter hire payable for the duration of such charter based on the
difference between the daily hire rate under such charter and the daily hire
rate prevailing in the market for similar vessels at the time of such agreement,
the amount so paid in advance (as such amount may be reduced from time to time
as it is recognized ratably as charter revenue).
"Equity" means the net cash
proceeds (after deducting costs and expenses) from the issuance of common or
preferred stock of the Borrower, including any net cash proceeds from the
issuance by the Borrower of instruments convertible into stock.
"Fair Value Below Contract Value"
means, in relation to any Ship acquired subject to an existing charter
where the daily hire rate prevailing in the market for similar vessels at the
time of such acquisition is greater than the daily hire rate under such charter,
the amount equal to the difference between the charter hire payable at such
daily hire rate prevailing in the market and the daily hire rate under such
charter, for the duration of such charter (as such amount may be amortized for
the duration of such charter as increases to charter revenue).
"Minimum Adjusted Net Worth
Reinstatement Date" has the meaning
specified in Clause 20.1(a) (Minimum adjusted net
worth).
"Minimum Required Security Cover
Reinstatement Date" has the meaning
specified in Clause 21.1 (Minimum required security
cover).
"Net Worth" means, in respect
of any Accounting Period, the value of the Borrower's total shareholders' equity
(consisting of preferred and common stock, additional paid in capital, retained
earnings, accumulated other losses and any
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other
reserves) less goodwill, intangible assets (other than goodwill) and any
deferred tax assets, as stated in the Accounting Information for the relevant
Accounting Period.
3.11
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Clause
3.1(c)(i) and (ii) of the Credit Agreement are amended to read in their
entirety as follows:
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(i)
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to
assist a Guarantor to finance Newbuilding Predelivery Costs in relation to
the IHI Newbuildings;
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(ii)
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to
assist a Guarantor to finance Newbuilding Predelivery Costs in relation to
the Target Newbuildings;
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3.12 Clause
4.2(b) of the Credit Agreement is amended to read in its entirety as
follows:
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(b)
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unless
Clause 4.2(a) shall apply and if Clause 5.3(b)(ii) shall apply, the Agent
shall have obtained, at the Borrower's expense, a valuation of each Ship
not earlier than 3 days before the relevant Utilization Date from an
Approved Broker confirming that the amount of the Loan(s) proposed to be
borrowed on the relevant Utilization Date is permitted under Clause
5.3(b)(ii);
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3.13 Clause
4.3 of the Credit Agreement is deleted in its entirety.
3.14
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Clause
5.3 (Currency and
amount) of the Credit Agreement is amended to read in its entirety
as follows:
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5.3
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Currency
and amount
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(a)
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The
currency specified in a Utilization Request must be Dollars.
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(b)
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The
amount of the proposed Loan shall be an amount which, together with the
aggregate amount of all outstanding Loans, shall not exceed as of the
proposed Utilization Date:
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(i)
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until
both the Minimum Adjusted Net Worth Reinstatement Date and the Minimum
Required Security Cover Reinstatement Date shall have occurred, 75% of the
value (less depreciation computed in accordance with GAAP) on a
consolidated basis of vessels and vessel improvements (at cost, net of
accumulated depreciation) and advances for vessel construction as stated
in the then most recent Accounting
Information; and
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(ii)
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at
all times after both the Minimum Adjusted Net Worth Reinstatement Date and
the Minimum Required Security Cover Reinstatement Date shall have
occurred, 75% of the Security
Value.
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provided, however, that this Clause 5.3(b) shall not apply to any proposed Loan for working capital purposes; |
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(c)
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The
amount of any proposed Loan for working capital purposes shall be an
amount which, together with the aggregate amount of all outstanding Loans
made for such purpose, shall not exceed $20,000,000.
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3.15
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Clause
6.1 (Reduction of total
commitments) of the Credit Agreement is amended to read in its
entirety as follows:
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The Total
Commitments shall be reduced and cancelled by an amount of $56,250,000 on each
Scheduled Commitment Reduction Date, and shall be reduced to zero and cancelled
on the Termination Date.
3.16 Clause
6.2(b) of the Credit Agreement is deleted in its entirety.
3.17
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Clause
7.5 (Mandatory
prepayment) of the Credit Agreement is amended by inserting a new
sub-clause (c) as follows:
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(c)
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Not
later than thirty (30) days after the end of each Accounting Period,
commencing with the Accounting Period ended June 30, 2009 and until both
the Minimum Adjusted Net Worth Reinstatement Date and the Minimum Required
Security Cover Reinstatement Date shall have occurred, the Borrower shall
repay the Loans in an amount equal to fifty percent (50%) of the aggregate
amount of any Equity received by the Borrower during such Accounting
Period (it being understood that the Borrower received Equity from an At
The Market Offering made during the Accounting Period
ended June 30, 2009). Upon payment by the Borrower
of any amount payable under the preceding sentence, the Available Facility
shall be cancelled by an amount equal to such payment, and the Commitments
of the Lenders shall be reduced
ratably.
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3.18
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Clause
7 (Prepayment and
cancellation) of the Credit Agreement is amended by inserting a new
Clause 7.10 as follows:
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7.10
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Pro
rata Cancellation
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Any partial cancellation of the Available Facility shall reduce pro rata each of the scheduled reductions of the Total Commitments provided in Clause 6.1. |
3.19
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Clause
11.1(a) (Commitment
fee) of the Credit Agreement is amended to read in its entirety as
follows:
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(a)
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The
Borrower shall pay to the Agent (for the account of each Lender) a fee
computed at the rate of 0.70% per annum on that Lender's Available
Commitment for the Availability
Period.
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3.20
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Clause
20.1 (Minimum adjusted
net worth) of the Credit Agreement is amended to read in its
entirety as follows:
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20.1 | Minimum Adjusted Net Worth |
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(a)
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During
the Accounting Period ended September 30, 2009 and each Accounting Period
thereafter, the Borrower shall maintain Adjusted Net Worth at an amount
not less than $300,000,000; provided, however, that
this Clause 20.1(a) shall not apply until such time as the Borrower shall
have complied with the provisions of this Clause 20.1(a) (without taking
account of this proviso) for two consecutive Accounting Periods (such time
being the "Minimum
Adjusted Net Worth Reinstatement
Date").
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(b)
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Until
the Minimum Adjusted Net Worth Reinstatement Date shall have occurred,
during the Accounting Period ended September 30, 2009 and each Accounting
Period thereafter, the Borrower shall maintain Adjusted Net Worth at an
amount not less than $400,000,000 plus an amount equal to fifty percent
(50%) of the aggregate amount of any Equity received by the Borrower
during any Accounting Period commencing on or after April 1,
2009; provided, however, that
solely for purposes of determining compliance with the covenant set forth
in this Clause 20.1(b), the amount of Tangible Fixed Assets shall be equal
to the value (less depreciation computed in accordance with GAAP) on a
consolidated basis of vessels and vessel improvements (at cost, net of
accumulated depreciation) and advances for vessel construction as stated
in the Accounting Information for the relevant Accounting
Period.
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3.21
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Clause
20.2 (Minimum interest
coverage ratio) of the Credit Agreement is amended to read in its
entirety as follows:
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20.2 | Minimum Interest Coverage Ratio |
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(a)
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The
Borrower shall maintain EBITDA at an amount not less than 200% of Gross
Interest Expenses (including capitalized interest) during each Accounting
Period; provided, however, that
this Clause 20.2 shall not apply until both of the Minimum Adjusted Net
Worth Reinstatement Date and the Minimum Required Security Cover
Reinstatement Date shall have
occurred.
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(b)
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Until
both of the Minimum Adjusted Net Worth Reinstatement Date and the Minimum
Required Security Cover Reinstatement Date shall have occurred, the
Borrower shall maintain EBITDA at a cumulative amount on a trailing four
quarter basis (i) as of the end of each Accounting Period during the 24
month period commencing July 1, 2009 and ending
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June
30, 2011, not less than 120% of cumulative Gross Interest Expenses
(including capitalized interest) on a trailing four quarter basis, and
(ii) as of the end of each Accounting Period beginning on or after July 1,
2011, not less than 130% of cumulative Gross Interest Expenses (including
capitalized interest) on a trailing four quarter
basis.
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3.22
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Clause
20.3 (Minimum
liquidity) of the Credit Agreement is amended to read in its
entirety as follows:
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20.3 | Minimum Liquidity |
At all
times on or after the date hereof, the Borrower and its Subsidiaries shall
maintain free cash in one or more accounts with the Agent in an aggregate
amount not less than the greater of (a) the product of $500,000 multiplied by
the number of Ships owned by the Borrower or any of its Subsidiaries, or (b) an
amount equal to any reduction in the Total Commitments scheduled to be effected
within the next six months under Clause 6.1 (or, during the last six months
prior to the Termination Date, 5.77% of the Total Commitments then outstanding)
less the amount of the then unutilized Facility.
3.23
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Clause
21.1 (Minimum required
security cover) of the Credit Agreement is amended to read in its
entirety as follows:
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21.1 | Minimum required security cover |
Clause
21.2 (Provision of additional
security; prepayment) applies if the Agent notifies the Borrower
that:
(a)
the Security Value; plus
(b)
the net realizable value of any additional
security previously provided under this Clause 21;
is below
130% of the aggregate of the Loans and of the Swap Exposure of each Swap
Counterparty; provided, however, that Clause
21.2 shall not apply until such time that Agent notifies the Borrower that the
sum of the Security Value plus the net realizable value of any additional
security previously provided under Clause 21.2 has been equal to or greater than
130% of the aggregate of the Loans and of the Swap Exposure of each Swap
Counterparty for two consecutive Accounting Periods (such time being the "Minimum Required Security Cover
Reinstatement Date").
3.24
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Clause
21.6(a) (Provision of
valuations and information) of the Credit Agreement is amended to
read in its entirety as follow:
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(a)
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For
purposes of this Clause 21 and in order to determine if the Minimum
Required Security Cover Reinstatement Date has occurred, the Obligors at
their expense shall cause a valuation of each Ship and any relevant
existing charter to be made by an Approved Broker indicating the market
value of such Ship, together with any relevant existing charter, at any
time the Agent may request upon not less than 5 days' prior written notice
from the Agent to the Borrower
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3.25
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Clause
22.6 (Change of
busines) of the Credit Agreement is amended to read in its entirety
as follows:
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22.6 | Change of business |
The Borrower shall procure that no member of the Group shall engage in any line of business other than (i) directly or indirectly owning and operating the Existing Ships, or acquiring and operating the Newbuildings and/or Additional Ships, or (ii) the management as manager or agent of vessels owned by any person not a member of the Group. |
3.26
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Clause
22.10 (Approved
charter) of the Credit Agreement is amended to read in its entirety
as follows:
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22.10 | Approved Charter |
Each
relevant Obligor undertakes to advise the Agent reasonably in advance of
any agreement to amend or supplement, or any determination to waive or
forbear from enforcing, any Approved Charter or any of its provisions in
any material respect.
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3.27
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Clause
24.11(b) (Restrictions
on chartering, appointment of managers, etc.) of the Credit
Agreement is amended to read in its entirety as
follows:
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(b)
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enter
into any time or consecutive voyage charter (other than an Approved
Charter) in respect of that Ship for a term which exceeds, or which by
virtue of any optional extensions may exceed, 24
months;
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3.28
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Clause
6 of Part II of Schedule 2 (Conditions precedent to
utilization for initial Loan in respect of a Newbuilding other than an IHI
Newbuilding or a Target Newbuilding, or the purchase of an Additional
Ship) is amended by deleting the words "including each
Newbuilding".
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3.29
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Each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference to the
"Credit Agreement" in any of the other Finance Documents, shall mean and
refer to the Credit Agreement as amended
hereby.
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4.
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CONDITION
PRECEDENT
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The
condition precedent referred to in Clause 3 of this Third Amendatory
Agreement is that the Agent shall have received each of the following in
form and substance satisfactory to the Agent not later than August 12,
2009 or such later date as the Agent, after consultation with the Borrower
and with the consent of the Majority Lenders, may specify for such
purpose:
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(a)
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a
copy of a resolution of the board of directors or sole member, as
appropriate, of each Obligor:
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(i)
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approving
the terms of, and the transactions contemplated by, this Third Amendatory
Agreement and resolving that it execute this Third Amendatory Agreement
and any other documents contemplated hereby to which it is or is to be a
party; and
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(ii)
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authorizing
a specified person or persons to execute this Third Amendatory Agreement
and any other documents contemplated hereby to which it is or is to be a
party; and
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(b)
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a
certificate of an officer of the Borrower, dated as of a current date (the
statements made in such certificate shall be true on and as of such date),
certifying as to (i) the absence of any amendments to the articles of
incorporation and by-laws, or certificate of formation and limited
liability company agreement of each Obligor previously certified to the
Agent pursuant to Clauses 4.1 or 4.2(a) of the Credit Agreement, (ii) the
due incorporation or formation, as the case may be, and good standing of
each Obligor, as a corporation or limited liability company formed under
the laws of the Republic of The Xxxxxxxx Islands and the absence of any
proceeding for the dissolution or liquidation of such Obligor, (iii) that
the representations and warranties of each Obligor contained in this Third
Amendatory Agreement are true and correct, and (iv) the absence of any
Default.
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(c)
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an
amendment to the Mortgage relating to each Ship subject to a Mortgage as
of the date of this Third Amendatory Agreement, duly executed by the
relevant Guarantor to secure the Credit Agreement as amended by this Third
Amendatory Agreement;
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(d)
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a
Certificate of Ownership and Encumbrance issued by the Maritime
Administrator for the Xxxxxxxx Islands (or other relevant authority)
stating that each of the Ships referred to in the preceding subclause (c)
is owned by the relevant Guarantor and that there is on record no Security
on such Ship except the relevant Mortgage as amended in accordance
herewith;
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(e)
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a
favorable opinion of Messrs. Xxxxxx & Xxxxxx LLP, counsel for the
Obligors, in respect of this Third Amendatory Agreement, the Mortgage
amendments referred to in the preceding subclause (d), and as to such
other matters as the Agent may reasonably
require; and
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(f)
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payment
to the Agent (for the account of each of the Existing Lenders executing
this Third Amendatory Agreement rateably in accordance with their
respective Commitments) of an amendment fee of $3,000,000 (being one
quarter of one percent (0.25%) of the Total Commitments after giving
effect to this Third Amendatory
Agreement).
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5
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EFFECT
OF AMENDMENT
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Except as
amended by this Third Amendatory Agreement, the Credit Agreement shall remain in
full force and effect, including the provisions of Clause 5.02 (Conditions Subsequent) of the
Second Amendatory Agreement dated as of December 17, 2008 among the Borrower,
the Guarantors and the Finance Parties as supplemented by letters dated April 1,
2009 and July 7, 2009 between the Agent and the Borrower.
6.
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COSTS
AND EXPENSES
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The
Borrower agrees that the provisions of Clause 16 (Costs and Expenses) of the
Credit Agreement shall apply to this Third Amendatory Agreement.
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7.
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COUNTERPARTS
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This
Third Amendatory 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 Third Amendatory Agreement.
8.
GOVERNING LAW
THIS
THIRD AMENDATORY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES).
9.
EFFECTIVENESS
This
Third Amendatory Agreement shall become effective on the date when the Borrower,
the Guarantors and Lenders constituting the Majority Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile or other electronic transmission) the
same to Xxxxxx, Xxxxxx & Xxxxxxxx (New York) LLP, 0000 Xxxxxx xx xxx
Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: C. Xxxxxxx Xxxxx (facsimile
number: 000-000-0000 / email: xxxxxx@xxx.xxx).
This
Third Amendatory Agreement has been entered into as of the date stated at the
beginning hereof.
SIGNATORIES
BORROWER:
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By: | /s/ Xxxx Xxxxxxxx | |
Xxxx
Xxxxxxxx
Chief Financial Officer |
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GUARANTORS:
CARDINAL
SHIPPING LLC
CONDOR
SHIPPING LLC
CRESTED
EAGLE SHIPPING LLC
CROWNED
EAGLE SHIPPING LLC
FALCON
SHIPPING LLC
GOLDEN
EAGLE SHIPPING LLC
GRIFFON
SHIPPING LLC
HARRIER
SHIPPING LLC
HAWK
SHIPPING LLC
HERON
SHIPPING LLC
IMPERIAL
EAGLE SHIPPING LLC
XXXXXX
SHIPPING LLC
KESTREL
SHIPPING LLC
KITE
SHIPPING LLC
KITTIWAKE
SHIPPING LLC
MERLIN
SHIPPING LLC
OSPREY
SHIPPING LLC
PEREGRINE
SHIPPING LLC
SHRIKE
SHIPPING LLC
SKUA
SHIPPING LLC
SPARROW
SHIPPING LLC
STELLAR
EAGLE SHIPPING LLC
TERN
SHIPPING LLC
PETREL
SHIPPING LLC
PUFFIN
SHIPPING LLC
RAPTOR
SHIPPING LLC
ROADRUNNER
SHIPPING LLC
SAKER
SHIPPING LLC
SANDPIPER
SHIPPING LLC
SNIPE
SHIPPING LLC
SWIFT
SHIPPING LLC
GOLDENEYE
SHIPPING LLC
GOSHAWK
SHIPPING LLC
FULMAR
SHIPPING LLC
XXXX
SHIPPING LLC
XXXXX
SHIPPING LLC
CERNICALO
SHIPPING LLC
REDWING
SHIPPING LLC
WOODSTAR
SHIPPING LLC
as sole member
|
By: | /s/ Xxxx Xxxxxxxx | |
Xxxx
Xxxxxxxx
Chief Financial Officer |
GUARANTORS:
AGALI
SHIPPING S.A.
AVLONA
SHIPPING X.X.
XXXXXXX
SHIPPING S.A.
DROSATO
SHIPPING S.A.
FOUNTANA
SHIPPING X.X.
XXXXXX
SHIPPING S.A.
KOFINA
SHIPPING X.X.
XXXXXXX
SHIPPING X.X.
XXXXX
SHIPPING S.A.
MYLOS
SHIPPING X.X.
XXXXX
SHIPPING S.A.
XXXXXX
SHIPPING S.A.
OLYMPI
SHIPPING S.A.
PELINEO
SHIPPING S.A.
PYRGI
SHIPPING S.A.
RAHI
SHIPPING S.A.
SIRIKARI
SHIPPING S.A.
SPILIA
SHIPPING S.A.
|
By: | /s/ Xxxx Xxxxxxxx | |
Xxxx
Xxxxxxxx
Chief Financial Officer |
LENDERS:
THE
ROYAL BANK OF SCOTLAND PLC
|
By: | /s/ Xxx Xxxxx | |
Xxx
Xxxxx
Attorney-in-Fact
|
WESTLB
AG, LONDON BRANCH
By: | /s/ Xxxxx Street | |
Name:
Title:
|
Xxxxx
Street
Associate Director
|
By: | /s/ Xxxxx Xxxxx | |
Name:
Title:
|
Xxxxx
Xxxxx
Managing Director
|
BANK
OF CHINA LIMITED, LONDON BRANCH
By: | /s/ Chuang-Xxx Xx | |
Name:
Title:
|
Xx.
Xxxxxx-Xxx Xx
Deputy General Manager
|
LLOYDS
TSB BANK PLC
By: | /s/ Xxxxx Xxxxxx | |
Name:
Title:
|
Xxxxx
Xxxxxx
Associate Director, Ship Finance
|
ALLIANCE
& LEICESTER COMMERCIAL FINANCE PLC
By: | /s/ Xxxx XxXxxxxx | |
Name:
Title:
|
Xxxx
XxXxxxxx
Head of Shipping
|
SUMITOMO
MITSUI BANKING CORPORATION
By: | /s/ Konstantinos Karabalis | |
Name:
Title:
|
Konstantinos
Karabalis
Deputy General Manager
|
CRÉDIT
INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH
By: | /s/ Xxxx Xxxxxx | |
Name:
Title:
|
Xxxx
Xxxxxx
Vice President
|
By: | /s/ Xxxxxxxx Xxxxxx | |
Name:
Title:
|
Xxxxxxxx
Xxxxxx
Vice President
|
ARRANGER,
BOOKRUNNER, SWAP BANK, AGENT AND SECURITY TRUSTEE:
THE
ROYAL BANK OF SCOTLAND PLC
By: | /s/ Xxx Xxxxx | |
Name:
Title:
|
Xxx
Xxxxx
Attorney-in-Fact
|