Date 27 June 2014 SCORPIO BULKERS INC. as Borrower – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 2 as Swap Banks – and – NIBC BANK N.V. as Mandated Lead...Loan Agreement • August 7th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF ONE (1) 180,000 DWT CLASS BULK CARRIER HULL NO. BETWEEN [SUBSIDIARY] (AS BUYER) AND SUNGDONG SHIPBUILDING & MARINE ENGINEERING CO., LTD. (AS BUILDER)Shipbuilding Contract • August 7th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • England
THIS SHIPBUILDING CONTRACT (hereinafter called the “CONTRACT”), made and entered into on this day of , by and between , a corporation incorporated and existing under the laws of with its registered office at (hereinafter called the “BUYER”), the party of the first part, and Sungdong Shipbuilding & Marine Engineering Co., Ltd., a company organized and existing under the laws of the Republic of Korea, having its principal office at 1609-2, Hwang-li, Gwangdo-myeon, Tongyoung-si, Gyeongnam, Korea (hereinafter called the “BUILDER”), the party of the second part.
Form of Scorpio Bulkers Inc. % Senior Notes due 2019 UNDERWRITING AGREEMENTUnderwriting Agreement • September 4th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
Scorpio Bulkers Inc., a Marshall Islands corporation (the “Company”), proposes to issue and sell to the several underwriters (the “Underwriters”) named on Schedule II hereto for whom you are acting as Representatives (the “Representatives”), $ aggregate principal amount of its % Senior Notes due 2019 (the “Firm Securities”), to be issued pursuant to the provisions of an Indenture dated as of September , 2014 (the “Base Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of the Initial Closing Date (as defined herein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the Underwriters not more than an additional $ aggregate principal amount of its % Senior Notes due 2019 (the “Additional Securities”), if and to the extent the Representatives shall have elected to exercise, on behalf of the Underwriters,
Loan AgreementAgreement • March 2nd, 2018 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 2nd, 2020 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • London
Date 30 July 2014 SBI PHOEBE SHIPPING COMPANY LIMITED SBI PERSEUS SHIPPING COMPANY LIMITED SBI ELECTRA SHIPPING COMPANY LIMITED and SBI FLAMENCO SHIPPING COMPANY LIMITED as Joint and Several Borrowers and CREDIT SUISSE AG as Lender LOAN AGREEMENT...Loan Agreement • August 7th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
SHARE PURCHASE AGREEMENT dated 5 December 2013 Between SBI Reggae Shipping Company Limited as Purchasers andShare Purchase Agreement • December 11th, 2013 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • November 27th, 2013 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • England
THIS ADMINISTRATIVE SERVICES AGREEMENT (as the same may be amended or modified from time to time, this “Agreement”), effective as of September 27, 2013, is by and between Scorpio Bulkers Inc., a Marshall Islands corporation (the “Company”), and Scorpio Services Holding Company Ltd., a Marshall Islands corporation (“SSH” or the “Administrator”).
SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE 81,600 DWT BULK CARRIER (HULL NO.: ) BETWEEN [SUBSIDIARY] as BUYER and CHINA SHIPBUILDING TRADING COMPANY, LIMITED with SHANGHAI JIANGNAN-CHANGXING SHIPBUILDING CO., LTD. Collectively as SELLERShipbuilding Contract • December 6th, 2013 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
This CONTRACT, entered into this day of by and between , a corporation organized and existing under the Laws of Malta, having its registered office at 168, St. Christopher Street, Valletta VLT 1467, Malta, (hereinafter called the “BUYER”) on one part; and CHINA SHIPBUILDING TRADING COMPANY, LIMITED, a corporation organized and existing under the Laws of the People’s Republic of China, having its registered office at 56(Yi) Zhongguancun Nandajie, Beijing 100044, the People’s Republic of China (hereinafter called “CSTC”), and SHANGHAI JIANGNAN-CHANGXING SHIPBUILDING CO., LTD., Ltd, a corporation organized and existing under the Laws of the People’s Republic of China, having its registered office at No.2468 Changxing Jiangnan Avenue Changxing Town Chongming County, Shanghai 201913, China (hereinafter called the “BUILDER”) on the other part. CSTC and the BUILDER are hereinafter collectively called the “SELLER” remaining fully responsible for due fulfillment of this Contract. CSTC and the B
Execution versionLoan Agreement • April 2nd, 2015 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
$19,800,000 Secured Loan Agreement Dated March 2, 2015 (1) SBI Merengue Shipping Company Limited (as Borrower)(2) Scorpio Bulkers Inc. (as Guarantor)(3) The Financial Institutions listed in Schedule 1 (as Original Lenders)(4) ABN AMRO Bank N.V. (as Arranger)(5) ABN AMRO Bank N.V. (as Agent)(6) ABN AMRO Bank N.V. (as Swap Provider)(7) ABN AMRO Bank N.V. (as Security Agent)(8) ABN AMRO Bank N.V., Singapore Branch (as Sinosure Agent)
20,000,000 Shares Scorpio Bulkers Inc. Common Shares ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 20th, 2016 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
Scorpio Bulkers Inc., a Marshall Islands corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named on Schedule I hereto for whom you are acting as Representative (the "Representative") an aggregate of 20,000,000 shares (the "Firm Shares") of the Company's common shares, $0.01 par value (the "Common Shares). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters' option an aggregate of up to 3,000,000 additional shares (the "Option Shares") as set forth below.
SHIPBUILDING CONTRACTShipbuilding Contract • December 2nd, 2013 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • England
however, in the event that we have been notified of an arbitration between you and Builder as set out above before the expiry date, then the validity of this Letter of Guarantee shall be automatically further extended until payment is made either by the Builder or us under this Letter of Guarantee in accordance with the published final and non-appealable arbitration award, which orders the Builder to make a payment. Should the published final and non-appealable arbitration award state that no payment whatsoever is due to the Buyer then this Letter of Guarantee shall expire within thirtieth (30th) calendar day after the publication of the award. Upon expiry date, this Letter of Guarantee shall become null and void whether it will actually be returned to our counter or not.
DEED OF MASTER AGREEMENTDeed of Master Agreement • December 6th, 2013 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • London
ContractFirst Supplemental Indenture • August 7th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
This FIRST SUPPLEMENTAL INDENTURE (the “First Supplemental Indenture”), dated as of , 2014, between SCORPIO BULKERS INC., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and , a New York banking corporation, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of December 11, 2013, by and among Scorpio Bulkers Inc., a corporation formed under the laws of the Republic of the Marshall Islands (the “Company”), and Galahad Securities Limited, a limited liability company incorporated in the British Virgin Islands (the “Investor” and, together with any permitted transferee or assignee under Section 15 of this Agreement, the “Investors”).
Execution versionScorpio Bulkers Inc. • April 2nd, 2015 • Deep sea foreign transportation of freight
Each of the Original Lenders has agreed to advance to the Borrower its Commitment aggregating, with all the other Commitments, up to $26,000,000 to assist the Borrower to refinance the Vessel.
] Shares Scorpio Bulkers Inc. Common Shares ($0.01 Par Value) FORM OF EQUITY UNDERWRITING AGREEMENTScorpio Bulkers Inc. • December 11th, 2013 • Deep sea foreign transportation of freight • New York
Scorpio Bulkers Inc., a Marshall Islands corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common shares, $[ ] par value (the “Common Shares). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [ ] additional shares (the “Option Shares”) as set forth below.
Execution Version First Supplemental Agreement to Secured Loan Facility Agreement dated 22 December 2015 Dated 6 April 2016 (1)SBI Achilles Shipping Company LimitedSBI Hermes Shipping Company Limited(as Borrowers)(2)Scorpio Bulkers Inc.(as...Scorpio Bulkers Inc. • February 28th, 2017 • Deep sea foreign transportation of freight
Supplemental to a secured loan agreement dated 22 December 2015 (the "Loan Agreement") made between the Borrowers, the Guarantor, the Lenders, the Agent, the Swap Provider and the Security Agent on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers its respective Commitment of an aggregate amount not exceeding twenty seven million two hundred fifty thousand Dollars ($27,250,000) to assist the Borrowers to finance part of the aggregate of the purchase price of the Vessels.
AMENDMENT NO. 3 TO TERM LOAN FACILITYThird Supplemental Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
Date: as of July 29, 2014 SCORPIO BULKERS INC. as Borrower THE GUARANTORS listed in Schedule 1-A as Guarantors THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1-B as Lenders THE EXPORT-IMPORT BANK OF CHINA, CRÉDIT AGRICOLE CORPORATE AND...Credit Agreement • August 7th, 2014 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
The Lenders have agreed to make available to the Borrower a credit facility of up to $330,000,000 for the purpose of financing part of the acquisition cost of each of the Collateral Vessels.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • New York
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Seventh Amendment”), dated as of December 14, 2016, by and among SCORPIO BULKERS INC., a company incorporated under the laws of the Republic of the Marshall Islands, as borrower (the “Borrower”), the Lenders party hereto and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
Execution VersionSecond Supplemental Agreement to Secured Loan Facility Agreement dated 22 December 2015 as amended and supplemented by a First Supplemental Agreement dated 6 April 2016 Dated 2 June 2016 (1) SBI Achilles Shipping Company Limited SBI...Execution Versionsecond Supplemental Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
Supplemental to a secured loan agreement dated 22 December 2015 (as amended and supplemented by a first supplemental agreement dated 6 April 2016, the "Loan Agreement") made between the Borrowers, the Guarantor, the Lenders, the Agent, the Swap Provider and the Security Agent on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers its respective Commitment of an aggregate amount not exceeding twenty seven million two hundred fifty thousand Dollars ($27,250,000) to assist the Borrowers to finance part of the aggregate of the purchase price of the Vessels.
AMENDMENT NO. 3 TO TERM LOAN FACILITYSupplemental Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
AMENDMENT NO. 4 TO TERM LOAN FACILITYFourth Supplemental Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
THIS DEED OF AMENDMENT (THE “DEED OF AMENDMENT”) AMENDS THE MASTER AGREEMENT WITH AN EFFECTIVE DATE AS OF 29 SEPTEMBER 2016 (THE “ORIGINAL MASTER”)Master Agreement • March 2nd, 2018 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight • London
NOW THEREFORE in consideration of the mutual covenants contained in this Deed of Amendment, the Parties agree as follows:
SCORPIO BULKERS INC.Scorpio Bulkers Inc. • February 28th, 2017 • Deep sea foreign transportation of freight • New York
DATED 30 NOVEMBER 2018Scorpio Bulkers Inc. • March 20th, 2019 • Deep sea foreign transportation of freight
PACIFIC GREEN MARINE TECHNOLOGIES INC., a corporation incorporated in Delaware, USA, and having its registered office at 3500 S. Du Pont Highway, Dover, Kent County 19901, Delaware, USA (the "Seller" and together, the Buyer and the Seller are the "Parties" and each a "Party").
THIS DEED OF AMENDMENT (“Deed of Amendment”) is dated 25 November 2016 and entered into by and betweenScorpio Bulkers Inc. • February 28th, 2017 • Deep sea foreign transportation of freight • London
To: Scorpio Bulkers Inc.Scorpio Bulkers Inc. • February 28th, 2017 • Deep sea foreign transportation of freight
We refer to that certain senior secured term credit agreement dated as of December 22, 2015 among Scorpio Bulkers Inc., as borrower (the “Borrower”), SBI Cronos Shipping Company Limited, as guarantor (the “Guarantor”), the banks and financial institutions listed in Schedule 1 to the Credit Agreement, as lenders (the “Lenders”), and Crédit Agricole Corporate and Investment Bank, as mandated lead arranger (the “Lead Arranger”), administrative agent (the “Agent”), security trustee (the “Security Trustee” and together with the Lenders, the Lead Arranger and the Agent, the “Creditor Parties”) and account bank as previously amended and supplemented by that certain letter agreement dated February 25, 2016 and that certain letter agreement dated June 14, 2016, each among the Borrower, the Guarantor, the Lenders, the Agent and the Security Trustee (collectively, as the same has been or may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credi
To: Scorpio Bulkers Inc.Scorpio Bulkers Inc. • February 28th, 2017 • Deep sea foreign transportation of freight
We refer to that certain amended and restated senior secured term credit agreement dated as of February 15, 2016 (as the same has been or may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Scorpio Bulkers Inc., as borrower (the “Borrower”), the guarantors listed in Schedule 1-A of the Credit Agreement, as guarantors (each a “Guarantor”), the banks and financial institutions listed in Schedule 1-B to the Credit Agreement, as lenders (the “Lenders”), and Deutsche Bank AG Filiale Deutschlandgeschäft as lead arranger (the “Lead Arranger”), administrative agent (the “Agent”), account bank and security trustee (the “Security Trustee” and together with the Lenders, the Lead Arranger and the Agent, the “Creditor Parties”). We also refer to each of the Guarantor Joinder Agreements identified in Schedule 1 hereto (each a “Guarantor Joinder Agreement”). Capitalized terms used herein and not otherwise defined are used
CONDITIONS PRECEDENT WAIVER LETTERLoan Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
To: SBI PHOEBE SHIPPING COMPANY LIMITED, SBI PERSEUS SHIPPING COMPANY LIMITED SBI ELECTRA SHIPPING COMPANY LIMITED and SBI FLAMENCO SHIPPING COMPANY LIMITED as joint and several Borrowers
AMENDMENT NO. 2 TO TERM LOAN FACILITYSecond Supplemental Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
THIS DEED OF AMENDMENT (“Deed of Amendment”) is dated 29 September 2016 and entered into by and betweenScorpio Bulkers Inc. • February 28th, 2017 • Deep sea foreign transportation of freight • London
AMENDMENT NO. 5 TO TERM LOAN FACILITYSupplemental Agreement • February 28th, 2017 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
SHIPBUILDING CONTRACTShipbuilding • December 2nd, 2013 • Scorpio Bulkers Inc. • Deep sea foreign transportation of freight
Jiangsu Tianyuan Marine Import & Export Co., Ltd., a company organized and existing under the Laws of P.R.China, having its registered office at Room 1309, No. 217, North Zhongshan Road, Nanjing City, Jiangsu Province, P. R. China (hereinafter called the “TRADING HOUSE”), and Jiangsu New Yangzi Shipbuilding Co., Ltd. (hereinafter called “JNYS” ), a company organized and existing under the Laws of P.R.China, having its registered office at 1# Lianyi Road, Jiangyin-Jingjiang Industry Zone, Jingjiang City, Jiangsu Province, P.R.China, and Jiangsu Yangzijiang Shipbuilding Co., Ltd.(hereinafter called “JYS” ), a company organized and existing under the Laws of China, have its registered office at 38# Shiyugang Road, Jiangyin City, Jiangsu Province, P.R.China (JNYS and JYS jointly and severally the “BUILDER”) on the other part and the TRADING HOUSE and the BUILDER are hereinafter together called the “SELLER” and shall be jointly and severally responsible for the performance of the SELLER’s o
