EX-4.22 8 c76444_ex4-22.htm

Exhibit 4.22

 

DATED 13 September 2013

 

 

QUENTIN SHIPPING CO.
UNDINE SHIPPING CO.
SANDER SHIPPING CO.

(as borrowers)

 

-and-

 

DNB Bank ASA
and others
(as Lenders)

 

- and -

 

DNB Bank ASA

(as Agent, Security Agent and Account Bank)

 

- and –

 

DNB Bank ASA
and others
(as Swap Providers)

 

 

 

 

SECOND SUPPLEMENTAL AGREEMENT TO A SECURED
LOAN FACILITY AGREEMENT DATED 16 AUGUST 2011
AS AMENDED AND SUPPLEMENTED BY
A FIRST SUPPLEMENTAL AGREEMENT DATED 3 JULY 2013

 

 

 

 

 

 

 

 

 

CONTENTS

 

Page

 

1 Interpretation 2
     
2 Conditions 2
     
3 Representations and Warranties 4
     
4 Amendments to Loan Agreement 4
     
5 Confirmation and Undertaking 5
     
6 Miscellaneous 5
     
7 Notices, Law and Jurisdiction 5
     
Schedule 1 6
  The Lenders 6
     
Schedule 2 8
  The Swap Providers 8
     
Schedule 3 9
  Effective Date Confirmation 9
 

SECOND SUPPLEMENTAL AGREEMENT

 

Dated: 13 September 2013

 

BETWEEN:

 

(1)QUENTIN SHIPPING CO., UNDINE SHIPPING CO. and SANDER SHIPPING CO., each a company incorporated according to the law of the Republic of Liberia, whose registered address is at 80 Broad Street, Monrovia, Liberia (together the Borrowers” and each a “Borrower”) jointly and severally; and

 

(2)the banks listed in Schedule 1, each acting through its office at the address indicated against its name in Schedule 1 (together the Lenders” and each a “Lender”); and

 

(3)DNB Bank ASA (formerly known as DnB NOR Bank ASA) acting as agent, security agent and account bank through its office at 20 St Dunstan’s Hill, London EC3R 8HY, England (in each such capacity respectively, the Agent”, the “Security Agent” and the “Account Bank”); and

 

(4)the banks listed in Schedule 2, each acting through its office at the address indicated against its name in Schedule 2 (together the Swap Providers” and each a “Swap Provider”).

 

SUPPLEMENTAL TO a secured loan agreement dated 16 August 2011 as amended and supplemented pursuant to a first supplemental agreement dated 3 July 2013 (together, the “Loan Agreement”) each made between the Borrowers, the Lenders, the Agent, the Security Agent, the Account Bank and the Swap Providers on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers on a joint and several basis its respective Commitment of an aggregate amount not exceeding two hundred and twenty nine million two hundred thousand Dollars ($229,200,000) for the purpose of pre- and post-delivery financing or refinancing part of the construction and acquisition cost of the Ships.

 

WHEREAS:

 

(A)The Borrowers have requested and the Creditors have agreed to amend the repayment schedule dates contained in clause 4.1.1 of the Loan Agreement, as more particularly described in this Second Supplemental Agreement.
 
(B)The outstanding balance of the Loan at the date of this Second Supplemental Agreement is one hundred and seventy four million four hundred and forty six thousand Dollars ($174,446,000).

 

IT IS AGREED THAT:

 

1Interpretation

 

1.1In this Second Supplemental Agreement “Effective Date” means the date on which the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 3 that all of the conditions referred to in Clause 2.1 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred.

 

1.2In this Second Supplemental Agreement “Creditors” means the Agent, the Security Agent, the Account Bank, the Swap Providers and the Lenders.

 

1.3In this Second Supplemental Agreement “Security Parties” means the Borrowers and the Corporate Guarantor.

 

1.4Second Supplemental Agreement” means the agreement herein contained.

 

1.5All words and expressions defined in the Loan Agreement shall have the same meaning when used in this Second Supplemental Agreement unless the context otherwise requires, and clauses 1.3 and 1.4 of the Loan Agreement shall apply to the interpretation of this Second Supplemental Agreement as if it were set out in full.

 

1.6All obligations, representations, warranties, covenants and undertakings of the Borrowers under or pursuant to this Second Supplemental Agreement shall, unless otherwise expressly provided, be entered into, made or given by them jointly and severally.

 

2Conditions

 

2.1As conditions for the agreement of the Creditors to the requests specified in Recital (A) above and for the effectiveness of Clause 4, the Borrowers shall deliver or cause to be delivered to or to the order of the Agent the following documents and evidence:
2
2.1.1a certificate from a duly authorised officer of each Security Party confirming that none of the documents delivered to the Agent pursuant to Schedule 3, Part 1, paragraph 1 and Schedule 3, Part 3, paragraph 2 of the Loan Agreement have been amended or modified in any way since the date of their delivery to the Agent, or copies, certified by a duly authorised officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any which have been amended or modified;

 

2.1.2a certificate of good standing in respect of each Security Party;

 

2.1.3a deed of confirmation of the Corporate Guarantee dated 16 August 2011 granted by the Corporate Guarantor in favour of the Security Agent, such deed of confirmation to be granted by the Corporate Guarantor in favour of the Security Agent in such form and containing such terms as the Agent may require;

 

2.1.4a copy of any other consent, licence, approval, authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by this Second Supplemental Agreement or for the validity and enforceability of this Second Supplemental Agreement; and

 

2.1.5confirmation satisfactory to the Agent that the legal opinions required by the Agent will be given substantially in the forms required by the Agent.

 

2.2The Borrowers undertake to deliver or to cause to be delivered to the Agent within 15 days following the Effective Date, the legal opinions referred to in Clause 2.1.5, duly executed.

 

2.3All documents and evidence delivered to the Agent pursuant to this Clause shall:

 

2.3.1be in form and substance acceptable to the Agent;

 

2.3.2be accompanied, if required by the Agent, by translations into the English language, certified in a manner acceptable to the Agent; and
3
2.3.3if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.

 

2.4If the Lenders in their absolute discretion agree to allow the Effective Date to occur before all of the documents and evidence required by Clause 2.1 have been delivered to or to the order of the Agent, the Borrowers undertake to deliver all outstanding documents and evidence to or to the order of the Agent no later than the date specified by the Agent, which however shall not be taken as a waiver of the Agent’s right to require production of all the documents and evidence required by Clause 2.1.

 

3Representations and Warranties

 

Each of the representations and warranties contained in clause 7 of the Loan Agreement shall be deemed repeated by each Borrower at the date of this Second Supplemental Agreement and at the Effective Date, by reference to the facts and circumstances then pertaining, as if references to the Security Documents included this Second Supplemental Agreement.

 

4Amendments to Loan Agreement

 

With effect from the Effective Date the definition of “Repayment Dates” contained in clause 1.2 of the Loan Agreement shall be deleted and replaced with the following:

 

““Repayment Dates” means, subject to clause 6.3 and in respect of:

 

(a)the Quentin Tranche, 5 July 2013 and each of the dates falling at three (3) monthly intervals after 5 July 2013 up to and including the date falling eighty two (82) months after the Drawdown Date of the Quentin Delivery Advance;

 

(b)the Sander Tranche, 15 September 2013 and each of the dates falling at three (3) monthly intervals after 15 September 2013 up to and including the date falling eighty two (82) months after the Drawdown Date of the Sander Delivery Advance; and

 

(c)the Undine Tranche, 15 February 2014 and each of the dates falling at three (3) monthly intervals after 15 February 2014 up to and including the date falling eighty four (84) months after the Drawdown Date of the Undine Delivery Advance.
4

All other terms and conditions of the Loan Agreement shall remain unaltered and in full force and effect.

 

5Confirmation and Undertaking

 

5.1Each of the Security Parties confirms that all of its respective obligations under or pursuant to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement made in this Second Supplemental Agreement, as if all references in any of the Security Documents to the Loan Agreement were references to the Loan Agreement as amended and supplemented by this Second Supplemental Agreement.

 

5.2The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendments to the Loan Agreement made in or pursuant to this Second Supplemental Agreement.

 

6Miscellaneous

 

This Second Supplemental Agreement may be executed in any number of counterparts each of which shall be original but which shall together constitute the same instrument.

 

7Notices, Law and Jurisdiction

 

The provisions of clauses 17 and 18 of the Loan Agreement shall apply to this Second Supplemental Agreement as if they were set out in full and as if references to the Loan Agreement were references to this Second Supplemental Agreement and references to the Borrowers were references to the Security Parties.

5

Schedule 1

 

The Lenders

 

   
DNB Bank ASA Lending Office
   
  20 St. Dunstan’s Hill
  London EC3R 8HY
  England
   
   
  Address for Notices
   
  20 St. Dunstan’s Hill
  London EC3R 8HY
  England
   
  Fax:     +44 207 626 5956
  Attn:     Shipping, Offshore and Logistics
   
   
abn amro bank n.v. Lending Office
   
  Gustav Mahlerlaan 10
  1082 PP Amsterdam
  The Netherlands
   
  Address for Notices
   
  Merchant Banking Cred.Support/Spec.
  GL 0830, Coolsingel 93
  3012 AE  Rotterdam
  The Netherlands
   
  Loan Administration
   
  Fax: +31 (0) 401 6118
   
  Email: alper.sanliunal@nl.abnamro.com
   
  Attn. : Alper Sanliunal
   
   
  Mid-Office
   
  Fax : +31 (0) 401 5323
   
  Email:martijn.m.van.den.berg@nl.abnamro.com
   
  Attn :Martijn van den Berg
   
  Email : tom.van.vonderen@nl.abnamro.com
   
  Attn. : Tom van Vonderen
   
6
   
   
bank of america n.a. Lending Office
   
  555 California Street, Floor 4
  Mail Code CA5-705-04-01
  San Francisco, CA 94104
  USA
   
   
  Address for Notices
   
  555 California Street, Floor 4
  Mail Code CA5-705-04-01
  San Francisco, CA 94104
  USA
   
  Fax: +1 415-228-5288
    +1 415-343-0535
  Email: anita.l.garfagnoli@baml.com
  Attn: Anita Garfagnoli
     
  Fax: +1 401-278-8075
  Email: Alison.r.hook@baml.com
  Attn: Alison Hook
     
  Fax: +1 617-310-2316
  Email: rita.d.menezes@baml.com
  Attn: Rita Menezes
   
   
   
   
ING BANK Lending Office
   
  60 London Wall
  London EC2M 5TQ
  England
   
   
  Address for Notices
   
  60 London Wall
  London EC2M 5TQ
  England
   
  Fax: +44 (0) 20 7767 7252
  Attn: Rory Hussey / Olga Terentieva
   
   
7

Schedule 2

 

The Swap Providers

 

   
 DNB Bank ASA Swap Provider Office
   
  20 St. Dunstan’s Hill
London EC3R 8HY, England,
or any other branch or office as set
out in the relevant Master Swap Agreement
   
  Address for Notices
  to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
   
   
   
   
abn amro bank n.v. Swap Provider office
 
c/o Markets Documentation Unit
PAC: HQ7000 Gustav Mahlerlaan 10 1082 PP
Amsterdam, The Netherlands
   
   Address for Notices
   
  to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
   
 ING BANK Swap Provider Office
   
  Foppingadreef 7, P.O. Box 1800,
NL-1000 BV Amsterdam, The
Netherland
s
   
  Address for Notices
   
  to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
   
8

Schedule 3

 

Effective Date Confirmation

 

To: QUENTIN SHIPPING CO.
  UNDINE SHIPPING CO.
  SANDER SHIPPING CO.
  all of 80 Broad Street, Monrovia, Liberia

 

 

We, DNB Bank ASA (formerly known as DnB NOR Bank ASA), refer to the second supplemental agreement dated [           ] September 2013 (the “Supplemental Agreement”) relating to a secured loan agreement dated 16 August 2011 as amended and supplemented pursuant to a first supplemental agreement dated 3 July 2013 (together, the “Loan Agreement”) each made between you as the Borrowers, the banks listed in it as (a) the Lenders and (b) the Swap Providers and ourselves as the Agent, as the Account Holder and as the Security Agent in respect of a loan to you from the Lenders of up to US$229,200,000.

 

We hereby confirm that all conditions precedent referred to in Clause 2.1 of the Supplemental Agreement have been satisfied. In accordance with Clauses 1.1 and 4 of the Supplemental Agreement the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.

 

Dated: [           ] September 2013

 

 

Signed:    

 

  for and on behalf of
   
  DNB Bank ASA
9

IN WITNESS of which the parties to this Second Supplemental Agreement have executed this Second Supplemental Agreement as a deed the day and year first before written.

 

BORROWERS        
         
SIGNED and DELIVERED as   )    
a DEED by   )    
QUENTIN SHIPPING CO.   )    
acting by Anastasios Gabrielides   )    
its duly authorised attorney-in-fact   ) /s/ Anastasios Gabrielides  
in the presence of:   )    
   
   
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
UNDINE SHIPPING CO.   )    
acting by Anastasios Gabrielides   )    
its duly authorised attorney-in-fact   ) /s/ Anastasios Gabrielides  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
SANDER SHIPPING CO.   )    
acting by Anastasios Gabrielides   )    
its duly authorised attorney-in-fact   ) /s/ Anastasios Gabrielides  
in the presence of:   )    

 

   
Witness signature:      
Name:  
Address:  
10
CREDITORS        
         
SIGNED and DELIVERED as   )    
a DEED by   )    
DNB BANK ASA (as Agent)   )    
acting by Pinelopi Karamadouki   )    
its duly authorised attorney-in-fact   ) /s/ Pinelopi Karamadouki  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
DNB BANK ASA (as Security Agent)   )    
acting by Pinelopi Karamadouki   )    
its duly authorised attorney-in-fact   ) /s/ Pinelopi Karamadouki  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
DNB BANK ASA (as Account Bank)   )    
acting by Pinelopi Karamadouki   )    
its duly authorised attorney-in-fact   ) /s/ Pinelopi Karamadouki  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
11
SIGNED and DELIVERED as   )    
a DEED by   )    
DNB BANK ASA (as Lender)   )    
acting by Pinelopi Karamadouki   )    
its duly authorised attorney-in-fact   ) /s/ Pinelopi Karamadouki  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
ABN AMRO BANK N.V. (as Lender)   ) /s/ K. H. Tieleman  
acting by   )    
its duly authorised attorney-in-fact   ) /s/ A. C. A. J. Biesbroeck  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
BANK OF AMERICA N.A. (as Lender)   )    
acting by   )    
and by   )    
its duly authorised attorney-in-fact   ) /s/ Anita L. Garfagnoli  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
12
SIGNED and DELIVERED as   )    
a DEED by   )    
ING BANK (as Lender)   ) /s/ Rony Hussey  
acting by   )    
its duly authorised attorney-in-fact   ) /s/ Olga Terentieva  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
DNB BANK ASA (as Swap Provider)   )    
acting by Pinelopi Karamadouki   )    
its duly authorised attorney-in-fact   ) /s/ Pinelopi Karamadouki  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
   
   
         
SIGNED and DELIVERED as   )    
a DEED by   )    
ABN AMRO BANK N.V. (as Swap Provider)   ) /s/ K. H. Tieleman  
acting by   )    
its duly authorised attorney-in-fact   ) /s/ A. C. A. J. Biesbroeck  
in the presence of:   )    
   
Witness signature:      
Name:  
Address:  
13
SIGNED and DELIVERED as   )    
a DEED by   )    
ING BANK (as Swap Provider)   ) /s/ Rony Hussey  
acting by   )    
its duly authorised attorney-in-fact   ) /s/ Olga Terentieva  
in the presence of:   )    

   
Witness signature:      
Name:  
Address:  
14