Shipbuilding Contract for the supply of one A.H.T.S. Vessel Fincantieri no. 6169 between FINCANTIERI Cantieri Navali Italiani S.p.A.Shipbuilding • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
— ATL Offshore GmbH, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "OWNER", represented by Dr. Niels Hartmann
Shipbuilding Contract for the supply of one A.H.T.S. Vessel Fincantieri no. 6171 between FINCANTIERI Cantieri Navali Italiani S.p.A.Shipbuilding • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
— ATL Offshore GmbH, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "OWNER", represented by Dr. Niels Hartmann and Mr. Bernhard Wichers on one part
Loan AgreementLoan Agreement • March 11th, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
MASTER AGREEMENT FOR FINANCIAL DERIVATIVES TRANSACTIONS BetweenMaster Agreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
Financial derivatives transactions also include options, interest rate protection and similar transactions which provide that one party shall render performance in advance, or that performance shall be conditional.
Shipbuilding Contract for the supply of one A.H.T.S. Vessel Fincantieri no. 6160 between FINCANTIERI Cantieri Navali Italiani S.p.A.Shipbuilding • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
— The ATL Offshore GmbH, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "ATL" (or “the Customer”), represented by Dr. Niels Hartmann
EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
THIS EQUITY CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2009, by and among III to I Maritime Partners Cayman I, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), I-A Suresh Capital Maritime Partners Limited, a Cyprus company limited by shares (“I-A Suresh”), III to I International Maritime Solutions Cayman, Inc., a Cayman Islands exempted limited liability company (the “Class C Shareholder”), Suresh Capital Maritime Holdings, LLC, a Delaware limited liability company (the “Class B Shareholder” and together with the Class C Shareholder, the “Shareholders”), Suresh Capital Partners, LLC, a Delaware limited liability company (“SCP”), and The Maritime Funding Group, Inc. Irrevocable Trust (“MFG,” and together with SCP, the “Members”).
LOAN AGREEMENTFacility Agreement • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
THIS DOCUMENT ORIGINALLY CONTAINED BOTH ENGLISH AND GERMAN VERSIONS AND WAS FORMATTED WITH DUAL COLUMNS (ONE FOR EACH LANGUAGE). THE GERMAN PORTION OF THIS DOCUMENT HAS BEEN OMITTED.]Pool Agreement • July 29th, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
The Ship Owners become the owners of the Anchor Handler Tug Supply (AHTS) vessels of identical type ordered to be built by Fincantieri Cantieri Navali Italiani S.p.A., Italy, pursuant to the modified Moss 424 design and intended for delivery and/or taking possession in 2009 and 2010:
Memorandum of Agreement between Kronos Shipping I, Ltd. (“Kronos”) and Conway Shipping Co. Ltd. (“Conway”) for a credit facility Date: April 25th, 2009Memorandum of Agreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
This Memorandum of Agreement (“MOA”) hereby amends and restates in its entirety that certain Memorandum of Agreement dated as of November 13, 2007 (as amended by Addendum No. 1 dated July 6, 2007, the “Original MOA” and certain other amendments) by and between III to I IMS Holdings, LLC and Schulte Group. Kronos or its nominee placed an order through the good offices of Conway for one 25,000 dwt IMO II Chemical/Product tanker from Nantong Mingde Heavy Industry Stock Co., Ltd. (“NMS”), the shipbuilding contract (“SBC”) which was signed on or about December 12, 2007. The price is approximately $41.5 million per vessel to be paid in 5 equal installments as set forth in the SBC.
Share Transfer Agreement SCMP between Reederei Hartmann GmbH & Co. KG Leer / Germany (hereinafter referred to as “Hartmann”) and Suresh Capital Maritime Partners Germany GmbH Leer / Germany (hereinafter referred to as “SCMP”)Share Transfer Agreement • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight • Hamburg
(hereinafter together referred to as the “SPVs” and individually as “SPV” or as “SPV Juist”; “SPV Norderney”, “SPV Baltrum”, SPV “Langeoog”, “SPV Amrum”, “SPV Sylt”, “SPV Wangerooge”, “SPV Neuwerk” and “SPV Usedom”; and
Share Transfer Agreement SCMP between Reederei Hartmann GmbH & Co. KG Leer / Germany (hereinafter referred to as “Hartmann”) and Suresh Capital Maritime Partners Germany GmbH Leer / Germany (hereinafter referred to as “SCMP”)Share Transfer Agreement • November 20th, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight • Hamburg
(hereinafter together referred to as the “SPVs” and individually as “SPV” or as “SPV Juist”; “SPV Norderney”, “SPV Baltrum”, SPV “Langeoog”, “SPV Amrum”, “SPV Sylt”, “SPV Wangerooge”, “SPV Neuwerk” and “SPV Usedom”; and
Addendum to the Shipbuilding Contract of one AHTS Vessel Fincantieri Hull N° 6163Iii to I Maritime Partners Cayman I Lp • March 11th, 2010 • Deep sea foreign transportation of freight
a company organized and existing under the laws of the Republic of Italy, with Naval Vessel Business Unit located at Via Cipro 11, 16129 Genoa, Italy,
Addendum to the Shipbuilding Contract of one AHTS Vessel Fincantieri Hull No. 6172Iii to I Maritime Partners Cayman I Lp • August 16th, 2010 • Deep sea foreign transportation of freight
The interests shall be due upon presentation of the relevant invoice together with evidence of the interest rate applied.
LOAN AGREEMENTLoan Agreement • November 2nd, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
Addendum to the Shipbuilding Contract of one AHTS Vessel Fincantieri Hull No. 6173Iii to I Maritime Partners Cayman I Lp • June 23rd, 2010 • Deep sea foreign transportation of freight
The interests shall be due upon presentation of the relevant invoice together with evidence of the interest rate applied.
ADDENDUM NO. 3 to LOAN AGREEMENT dated 19th December, 2008Loan Agreement • February 1st, 2012 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
each of them a limited partnership incorporated and existing under the laws of Germany having its registered office at Neue Str. 24, 26789 Leer, Germany (collectively the "Borrowers", and each one of them a "Borrower"), as jointly and severally liable borrowers on the other part.
Shipbuilding Contract for the supply of one A.H.T.S. Vessel Fincantieri no. 6162 between FINCANTIERI Cantieri Navali Italiani S.p.A.Shipbuilding • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
— The ATL Offshore GmbH & “ISLE OF BALTRUM”, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "ATL- BALT" (or “the Customer”), represented by Dr. Niels Hartmann
Addendum 2 to the LOAN AGREEMENT between HARTMANN ASIA HOLDING PTE LTDLoan Agreement • November 2nd, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
Loan AgreementLoan Agreement • March 11th, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
STATEMENT IN TERMS OF SECTION 10 OF THE EXEMPTED LIMITED PARTNERSHIP LAW (AS AMENDED)Iii to I Maritime Partners Cayman I Lp • April 30th, 2009
Whereas an Amended and Restated Agreement of Limited Partnership in respect of III to I Maritime Partners Cayman I, L.P. (the “Partnership”) was adopted on November 15, 2006 (the “Partnership Agreement”), the following revisions to the details previously filed in the Section 9 Statement for the Partnership are made and filed:
Addendum No. 8 to the Share Transfer Agreement signed in February 2009Iii to I Maritime Partners Cayman I Lp • March 31st, 2010 • Deep sea foreign transportation of freight
Contract between Reederei Hartmann GmbH & Co. KG, Leer, (hereinafter referred to as “Reederei Hartmann”) and ATL Offshore GmbH & Co. MS “NORDERNEY” KG, Leer (hereinafter referred to as “NORDERNEY”) - together referred to as “The Parties” -Iii to I Maritime Partners Cayman I Lp • April 30th, 2009
NORDERNEY has entered into a building contract regarding the construction and delivery of a AHTS vessel under construction as hull no. 6161 with FINCANTIERI CANTIERI NAVALI S.P.A., Genoa, Italy (hereinafter referred to as “The Builder”). The launching of the vessel took place at December 2, 2008, witnessed and certified by ABS Italy S.r.l. Thereafter The Builder provided NORDERNEY in accordance with article 10.2.d of the building contract with an invoice for the 4th installment totaling EUR 3,677,900.00. Reederei Hartmann, being shareholder of NORDERNEY with an registered capital of EUR 3,000,000.00 representing 25% of the total registered capital, is willing to grant NORDERNEY a loan in order to enable NORDERNEY to pay the 4th installment to The Builder.
SUPPLEMENTAL LETTERSupplemental Letter • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
Shipbuilding ContractIii to I Maritime Partners Cayman I Lp • April 30th, 2009
— The ATL Offshore GmbH, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "ATL" (or “the Customer”), represented by Dr. Niels Hartmann
Loan AgreementLoan Agreement • June 23rd, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
Mutual Indemnity AgreementMutual Indemnity Agreement • March 31st, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight • Maritime
This Mutual Indemnity Agreement (this “Agreement”) is made and entered into as of the 20 day of May, 2009 by and among the following German ship owning companies (each an “SPV”):
ADDENDUM NO. 1 to WORKING CAPITAL FACILITY AGREEMENT DATED 6th December, 2010 12 A.H.T.S. Vessels built by Fincantieri Cantieri Navali S.p.A.Iii to I Maritime Partners Cayman I Lp • February 1st, 2012 • Deep sea foreign transportation of freight
each of them a limited partnership incorporated and existing under the laws of the Federal Republic of Germany having its registered office at Neue Str. 24, 26789 Leer, Germany (collectively the "Borrowers", and each one of them a "Borrower"), as jointly and severally liable borrowers on the other part.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF III TO I MARITIME PARTNERS CAYMAN I, L.P. April 28, 2009Original Agreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp • Delaware
This Second Amended and Restated Agreement of Limited Partnership for III TO I MARITIME PARTNERS CAYMAN I, L.P., a Cayman Islands exempted limited partnership (the “Partnership”), dated April 28, 2009 (the “Second Restatement Date”), is by and among III to I International Maritime Solutions Cayman, Inc., a Cayman Islands exempted limited liability company (the “Company”), as General Partner, and the persons and entities identified as Limited Partners (collectively, the “Limited Partners”) that are or become parties hereto.
AGREEMENTAgreement • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight • Texas
THIS AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2009 but shall be effective as of the Effective Date (defined herein), by and among III to I Maritime Partners Cayman I, L.P. (the “Partnership”), III to I International Maritime Solutions Cayman, Inc. (the “General Partner”), IMS Capital Partners, LLC (“IMS Capital Partners”) and Kronos Shipping I, Ltd. (“Kronos”).
CREDIT FACILITY AGREEMENT Rindfleisch Gadow Logo/Credit Facility Agreement • July 2nd, 2009 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
each of them a limited partnership incorporated and existing under the laws of the Federal Republic of Germany having its registered office at Neue Str. 24, 26789 Leer, Germany (collectively the “Borrowers”, and each one of them a “Borrower”), as jointly and severally liable borrowers on the other part.
CREDIT FACILITY AGREEMENT Rindfleisch Gadow Logo/Credit Facility Agreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
each of them a limited partnership incorporated and existing under the laws of the Federal Republic of Germany having its registered office at Neue Str. 24, 26789 Leer, Germany (collectively the “Borrowers”, and each one of them a “Borrower”), as jointly and severally liable borrowers on the other part.
Contract Between ATL Offshore GmbH & Co. MS “JUIST” KGIii to I Maritime Partners Cayman I Lp • April 30th, 2009
ATL and SCMP entered into the Contract, in which both parties agreed that SCMP will provide financial services to ATL. With Side Letter No. 1 dated 8th September 2007 SCMP and ATL agreed that SCMP is entitled to subcontract any services to either Suresh Capital Consulting & Finance Ltd. or Maritime Funding Group LLC and that the before mentioned subcontractors of SCMP are entitled to receive payments directly from ATL. According to Side Letter No. 1 the before mentioned subcontractors need to be accepted by ATL.
Shipbuilding Contract for the supply of one A.H.T.S. Vessel Fincantieri no. 6161 between FINCANTIERI Cantieri Navali Italiani S.p.A.Shipbuilding • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
— The ATL Offshore GmbH, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "ATL" (or “the Customer”), represented by Dr. Niels Hartmann
1STANDARD TEXAS LEASETexas Lease • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
LESSEE: “MASTER LEASE” CAIN, WATTERS & ASSOCIATES, P.C. 5580 Peterson Ln., Dallas, Texas 75240 (see exhibit “C” for Suite Number/Size/Specific Tenant)
ContractIntercreditor Agreement • November 15th, 2010 • Iii to I Maritime Partners Cayman I Lp • Deep sea foreign transportation of freight
REVISED INTERCREDITOR AGREEMENT 12 A.H.T.S. Vessels built by Fincantieri Cantieri Navali S.p.A. EHLERMANN RINDFLEISCH GADOW RECHTSANWÄLTE PARTNERSCHAFT BALLINDAMM 26, 20095 HAMBURG TELEFON +49 40 37 48 14 – 0 TELEFAX -49 40 37 48 14 – 30 INTERNET WWW.ERG-LEGAL.COM
