Date 21 May 2012 CAPITAL PRODUCT PARTNERS L.P. as Borrower - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders - and - HSH NORDBANK AG as Agent and Security Trustee - and - HSH NORDBANK AG as Bookrunner - and - HSH NORDBANK AG...
Exhibit I
Date 21 May 2012
as Borrower
- and -
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1
as Lenders
- and -
HSH NORDBANK AG
as Agent and Security Trustee
- and -
HSH NORDBANK AG
as Bookrunner
- and -
HSH NORDBANK AG
as Swap Bank
in relation to a Loan Agreement dated 22 March 2007
(as amended and supplemented by supplemental agreements dated, respectively,
19 September 2007, 11 June 2008, 7 April 2009, 8 April 2009,
2 October 2009, 30 June 2010, 30 November 2010 and 23 December 2011)
in respect of revolving credit and term loan facilities
of (originally) US$370,000,000 in aggregate
XXXXXX, XXXXXX & XXXXXXXX
Piraeus
INDEX
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Clause
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Page
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INTERPRETATION
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2
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2
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AGREEMENT OF THE CREDITOR PARTIES
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2
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3
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CONDITIONS
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2
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4
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REPRESENTATIONS AND WARRANTIES
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3
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5
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AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS
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3
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6
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FURTHER ASSURANCES
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5
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7
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EXPENSES
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5
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8
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COMMUNICATIONS
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5
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9
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SUPPLEMENTAL
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6
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10
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LAW AND JURISDICTION
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6
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SCHEDULE LENDERS
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7
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EXECUTION PAGES
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8
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THIS AGREEMENT is made on 21 May 2012
BETWEEN
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(1)
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CAPITAL PRODUCT PARTNERS L.P. as Borrower;
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(2)
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THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 herein, as Lenders;
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(3)
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HSH NORDBANK AG, acting through its office at Xxxxxxx-Xxxxxxxxx-Xxxxx 00, X-00000 Xxxxxxx, Xxxxxxx as Agent;
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(4)
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HSH NORDBANK AG, acting through its office at Xxxxxxx-Xxxxxxxxx-Xxxxx 00, X-00000 Xxxxxxx, Xxxxxxx, as Security Trustee;
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(5)
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HSH NORDBANK AG, acting through its office at Xxxxxxx-Xxxxxxxxx-Xxxxx 00, X-00000 Xxxxxxx, Xxxxxxx, as Bookrunner; and
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(6)
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HSH NORDBANK AG, acting through its office at Xxxxxxxxxxx 0, X-00000 Xxxx, Xxxxxxx as Swap Bank.
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BACKGROUND
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(A)
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By a loan agreement dated 22 March 2007 (as amended and supplemented by supplemental agreements dated, respectively, 19 September 2007, 11 June 2008, 7 April 2009, 8 April 2009, 2 October 2009, 30 June 2010, 30 November 2010 and 23 December 2011, the “Loan Agreement”) and made between (i) the Borrower, (ii) the Lenders, (iii) the Agent, (iv) the Security Trustee, (v) the Bookrunner and (vi) the Swap Bank, the Lenders agreed to make available to the Borrower revolving credit and term loan facilities in an amount of (originally) US$370,000,000 in aggregate of which an amount of US$346,000,000 is on the date hereof outstanding by way of principal.
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(B)
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The Borrower has requested that the Lenders agree to:
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(i)
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the conversion of the Revolving Facility to the Term Loan on the Effective Date; and
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(ii)
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the deferral of certain Repayment Instalments and the consequential amendments to the repayment profile of the Term Loan.
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(C)
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The Lenders’ consent to the Borrower’s requests referred to in recital (B) is subject to the following conditions:
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(i)
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the Borrower first making a prepayment of $95,150,000 against the Loan;
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(ii)
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the Margin increasing to 2 per cent. per annum; and
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(iii)
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the equity raised from the Group’s investors shall be non-amortising, fully subordinated to the Loan and its term shall extend beyond the last day of the Security Period.
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(D)
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This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date, to the Borrower’s requests and to carry out the consequential amendments to the Loan Agreement.
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IT IS AGREED as follows:
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1
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INTERPRETATION
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1.1
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Defined expressions. Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.
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1.2
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Definitions. In this Agreement, unless the contrary intention appears:
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“Effective Date” means the date on which the conditions precedent in Clause 3.2 are satisfied; and
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“Second Mortgage Addendum” means, in respect of each Mortgage, a second addendum thereto, executed or to be executed by the relevant Owner in favour of the Security Trustee in such form as the Agent may approve or require.
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1.3
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Application of construction and interpretation provisions of Loan Agreement. Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.
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2
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AGREEMENT OF THE CREDITOR PARTIES
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2.1
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Agreement of the Lenders. The Lenders agree, subject to and upon the terms and conditions of this Agreement to:
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(a)
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the conversion of the Revolving Facility to the Term Loan on the Effective Date; and
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(b)
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the deferral of certain upcoming repayment instalments and the consequential amendments to the repayment profile of the Term Loan.
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2.2
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Agreement of the Creditor Parties. The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the consequential amendment of the Loan Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1.
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2.3
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Effective Date. The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 and 2.2 shall have effect on and from the Effective Date.
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3
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CONDITIONS
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3.1
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General. The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 and 2.2 is subject to the fulfilment of the conditions precedent in Clause 3.2.
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3.2
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Conditions precedent. The conditions referred to in Clause 3.1 are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before the Effective Date:
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(a)
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documents of the kind specified in paragraphs 3, 4 and 5 of Schedule 3, Part A to the Loan Agreement in relation to the Borrower in connection with the execution of this Agreement, updated with appropriate modifications to refer to this Agreement;
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(b)
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a duly executed original of this Agreement duly executed by the parties to it;
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(c)
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an original of each Mortgage Addendum or, as the case may be, each Second Mortgage Addendum each duly signed by the relevant Owner and evidence satisfactory to the Agent and its lawyers that the same has been registered as a valid first or, as the case may be, second addendum to the Mortgage it relates to in accordance with the laws of the relevant Approved Flag State;
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2
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(d)
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evidence that an amount of $95,150,000 has been applied in prepayment of the Loan;
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(e)
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a certified copy of the subscription agreement setting out the terms of equity raising from the Group’s investors duly executed by the parties thereto in form and substance satisfactory to the Agent;
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(f)
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such legal opinions as the Agent may require in respect of such matters concerning the laws of the Republic of Liberia and the Republic of the Xxxxxxxx Islands; and
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(g)
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evidence that the agent referred to in Clause 30.4 of the Loan Agreement has accepted its appointment as agent for service of process under this Agreement.
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4
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REPRESENTATIONS AND WARRANTIES
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4.1
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Repetition of Loan Agreement representations and warranties. The Borrower represents and warrants to the Creditor Parties that the representations and warranties in Clause 10 of the Loan Agreement remain true and not misleading if repeated on the date of this Agreement.
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4.2
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Repetition of Finance Document representations and warranties. The Borrower and each of the other Security Parties represent and warrant to the Creditor Parties that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party remain true and not misleading if repeated on the date of this Agreement.
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5
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AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS
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5.1
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Specific amendments to Loan Agreement. With effect on and from the Effective Date the Loan Agreement shall be amended as follows:
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(a)
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by inserting in Clause 1.1 thereof the definition of “Second Mortgage Addendum” as set out in Clause 1.2;
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(b)
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by deleting the words and figures “30 June 2012” from the definition of “Adjustment Period” and by replacing them with the words “the Termination Date” in Clause 1.1 thereof;
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(c)
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by deleting the definition of “Margin” in its entirety in Clause 1.1 thereof and by replacing it with the following new definition:
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““Margin” means 2 per cent. per annum;”;
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(d)
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by deleting the definitions of “Distribution Declaration Date” and “Relevant Distribution Declaration Date” in Clause 1.1 thereof in their entirety;
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(e)
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by inserting a new definition in Clause 1.1 thereof as follows:
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““Prepayment Amount” means an amount of $95,150,000 to be applied towards partial prepayment of the Loan;”;
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(f)
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by deleting the definition of “Termination Date” in Clause 1.1 thereof in its entirety and replacing it with the following new definition:
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““Termination Date ” means the date on which the Revolving Facility is converted into the Term Loan upon application of the Prepayment Amount towards prepayment of the Loan”;
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(g)
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by deleting Clause 4.9 thereof in its entirety;
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3
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(h)
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by deleting Clause 8.2 thereof in its entirety and by replacing it with the following new Clause 8.2 as follows:
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“8.2
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Repayment of Term Loan. Save as otherwise repaid or prepaid, the Term Loan shall be repaid by:
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(a)
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6 equal consecutive Repayment Instalments in the amount of $12,975,000 each; and
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(b)
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a Balloon Instalment in the amount of $173,000,000.”;
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(i)
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by deleting the letter “(a)” or, as the case may be, the letter “(b)” in all references throughout the Loan Agreement to Clause 8.2;
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(j)
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by deleting Clause 8.3 thereof in its entirety and by replacing it with the following new Clause 8.3 as follows:
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“8.3
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Repayment Dates. The first Repayment Instalment shall be repaid on 30 March 2016, each subsequent Repayment Instalment shall be repaid at 3-monthly intervals thereafter and the Balloon Instalment, together with the final Repayment Instalment, shall be repaid on 30 June 2017.”;
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(k)
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by deleting Clause 8.13 thereof in its entirety and by replacing it with a new Clause 8.13 as follows:
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“8.13 Application of partial prepayment. The Prepayment Amount shall be applied in order of maturity against the then outstanding Repayment Instalments and each partial prepayment made after the Termination Date shall be applied to reduce pro-rata each Repayment Instalment and the Balloon Instalment.”;
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(l)
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by deleting Clause 8.14 thereof in its entirety and by replacing it with the following new Clause 8.14 as follows:
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“8.14
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No reborrowing. No amount of the Term Loan prepaid may be reborrowed.”;
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(m)
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by deleting the words “50 per cent. of such liquidity may be constituted by undrawn Commitments under the Revolving Facility” at the end of Clause 12.5 (c) thereof;
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(n)
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by deleting Clauses 18.2, 18.3(c), 18.4, 18.5 and 18.6 in their entirety and by re-designating the existing Clauses 18.3 and 18.7 as new Clauses 18.2 and 18.3;
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(o)
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by construing all references therein to “this Agreement” where the context admits as being references to “this Agreement as the same is amended and supplemented by this Agreement and as the same may from time to time be further supplemented and/or amended”; and
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(p)
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by construing references to each of the Finance Documents as being references to each such document as it is from time to time supplemented and/or amended.
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5.2
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Amendments to Finance Documents. With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows:
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(a)
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the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement;
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4
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(b)
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by construing all references in the Loan Agreement and in the Finance Documents to a “Mortgage” as reference to that Mortgage as amended by the Mortgage Addendum or, as the case may be, the Second Mortgage Addendum; and
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(c)
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by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, hereunder and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.
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5.3
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Finance Documents to remain in full force and effect. The Finance Documents shall remain in full force and effect as amended and supplemented by:
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(a)
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the amendments to the Finance Documents contained or referred to in Clauses 5.1 and 5.2; and
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(b)
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such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
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6
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FURTHER ASSURANCES
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6.1
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Borrower’s and each Security Party’s obligation to execute further documents etc. The Borrower and each Security Party shall:
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(a)
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execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify; and
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(b)
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effect any registration or notarisation, give any notice or take any other step,
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which the Agent may, by notice to the Borrower, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.
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6.2
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Purposes of further assurances. Those purposes are:
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(a)
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validly and effectively to create any Security Interest or right of any kind which the Security Trustee intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and supplemented by this Agreement, and
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(b)
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implementing the terms and provisions of this Agreement.
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6.3
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Terms of further assurances. The Security Trustee may specify the terms of any document to be executed by the Borrower or any Security Party under Clause 6.1, and those terms may include any covenants, powers and provisions which the Security Trustee considers appropriate to protect its interests.
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6.4
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Obligation to comply with notice. The Borrower or any Security Party shall comply with a notice under Clause 6.1 by the date specified in the notice.
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7
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EXPENSES
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7.1
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Expenses. The provisions of clause 20 (fees and expenses) of the Loan Agreement shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
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8
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COMMUNICATIONS
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8.1
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General. The provisions of clause 28 (notices) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
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5
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9
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SUPPLEMENTAL
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9.1
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Counterparts. This Agreement may be executed in any number of counterparts.
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9.2
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Third Party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.
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10
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LAW AND JURISDICTION
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10.1
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Governing law. This Agreement shall be governed by and construed in accordance with English law.
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10.2
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Incorporation of the Loan Agreement provisions. The provisions of clause 30 (law and jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.
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THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement.
6
SCHEDULE
LENDERS
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Lender
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Lending Office
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HSH Nordbank XX
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Xxxxxxx-Xxxxxxxxx-Xxxxx 00
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00000 Xxxxxxx
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Xxxxxxx
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Fax No: x00 00 00 00 00000
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Alpha Bank A.E.
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Xxxx Xxxxxxx 00
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000 00 Xxxxxxx
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Xxxxxx
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Fax No: x00 000 000 0000
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Deutsche Schiffsbank AG
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Xxxxxxx 00
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X-00000 Xxxxxx
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Fax No: x00 000 0000000
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National Bank of Greece S.A.
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Bouboulinas 2 & Xxxx Xxxxxxx
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000 00 Xxxxxxx
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Fax No: x00 000 000 0000
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BNP Paribas S.A.
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00 Xxxxxxxxx xxx Xxxxxxxx,
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00000, Xxxxx
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Fax No: x00 0 00 00 00 00
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7
EXECUTION PAGES
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BORROWER
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||
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SIGNED by Valasia Gkigkilini
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)
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/s/ Valasia Gkigkilini |
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for and on behalf of
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)
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)
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||
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LENDERS
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SIGNED by Xxxxx-Xxxxxxxxx Karpida
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)
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/s/ Xxxxx-Xxxxxxxxx Karpida |
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for and on behalf of
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)
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HSH NORDBANK AG
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)
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SIGNED by X.X. Xxxxxx; X.X. Xxxxx
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)
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/s/ X.X. Xxxxxx; /s/ X.X. Xxxxx |
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for and on behalf of
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)
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ALPHA BANK A.E.
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)
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SIGNED by Xxxxx-Xxxxxxxxx Karpida
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)
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/s/ Xxxxx-Xxxxxxxxx Karpida |
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for and on behalf of
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)
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DEUTSCHE SCHIFFSBANK AG
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)
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SIGNED by Xxxxxxxxxxxx X. Xxxxx; Xxxxxxxx Xxxxxxx
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)
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/s/ Xxxxxxxxxxxx X. Xxxxx; /s/ Xxxxxxxx Xxxxxxx |
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for and on behalf of
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)
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NATIONAL BANK OF GREECE S.A.
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)
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SIGNED by Xxxxx Xxxxxxxxxxxx; Xxxxxx Xxxxxxxxx
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)
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/s/Xxxxx Xxxxxxxxxxxx; /s/ Xxxxxx Xxxxxxxxx |
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for and on behalf of
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)
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BNP PARIBAS S.A.
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)
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SWAP BANK
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SIGNED by Xxxxx-Xxxxxxxxx Karpida
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)
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/s/ Xxxxx-Xxxxxxxxx Karpida |
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for and on behalf of
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)
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HSH NORDBANK AG
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)
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8
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BOOKRUNNER
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SIGNED by Xxxxx-Xxxxxxxxx Karpida
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)
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/s/ Xxxxx-Xxxxxxxxx Karpida |
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for and on behalf of
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)
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HSH NORDBANK AG
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)
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AGENT
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||
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SIGNED by Xxxxx-Xxxxxxxxx Karpida
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)
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/s/ Xxxxx-Xxxxxxxxx Karpida |
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for and on behalf of
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)
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HSH NORDBANK AG
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)
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SECURITY TRUSTEE
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SIGNED by Xxxxx-Xxxxxxxxx Karpida
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)
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/s/ Xxxxx-Xxxxxxxxx Karpida |
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for and on behalf of
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)
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HSH NORDBANK AG
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)
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Witness to all the
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)
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above signatures
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)
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Name: Dimitris Karamacheras
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Address: Xxxxxx-Xxxxxx & Xxxxxxxx
00 Xxxx Xxxxxxx
Xxxxxxx 000 00 - Xxxxxx
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9
COUNTERSIGNED this 21st day of May 2012 for and on behalf of the following Security Parties each of which, by its execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this Ninth Supplemental Agreement, that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement.
| /s/ Valasia Gkigkilini |
/s/ Valasia Gkigkilini
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for and on behalf of
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for and on behalf of
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APOLLONAS SHIPPING COMPANY
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XXXXXXX INTERNATIONAL S.A.
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| /s/ Valasia Gkigkilini | /s/ Valasia Gkigkilini | |
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for and on behalf of
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for and on behalf of
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CARNATION SHIPPING COMPANY
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CENTURION NAVIGATION LIMITED
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| /s/ Valasia Gkigkilini |
/s/ Valasia Gkigkilini
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for and on behalf of
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for and on behalf of
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IRAKLITOS SHIPPING COMPANY
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POLARWIND MARITIME S.A.
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| /s/ Valasia Gkigkilini |
/s/ Valasia Gkigkilini
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for and on behalf of
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for and on behalf of
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SHIPPING RIDER CO.
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TEMPEST MARINE INC.
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/s/ Xxxxxxxxx Xxxxxxxxxxx
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/s/ Valasia Gkigkilini
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for and on behalf of
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for and on behalf of
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XXXX SHIPMANAGEMENT CO.
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LAREDO MARITIME INC.
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/s/ Valasia Gkigkilini
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/s/ Valasia Gkigkilini
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for and on behalf of
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for and on behalf of
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XXXXXXX SHIPMANAGEMENT INC.
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SPLENDOR SHIPHOLDING S.A.
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10
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/s/ Valasia Gkigkilini
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/s/ Valasia Gkigkilini
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for and on behalf of
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for and on behalf of
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MANGO FINANCE CORP.
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SORREL SHIPMANAGEMENT INC.
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/s/ Valasia Gkigkilini
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/s/ Xxxxxxxxx Xxxxxxxxxxx
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for and on behalf of
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for and on behalf of
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XXXXXX SHIPHOLDING INC.
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FORBES MARITIME CO.
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/s/ Valasia Gkigkilini
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/s/ Valasia Gkigkilini | |
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for and on behalf of
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for and on behalf of
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CANVEY SHIPMANAGEMENT CO.
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AMOUREUX CARRIERS CORP.
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/s/ Xxxxxxxxx Xxxxxxxxxxx
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||
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for and on behalf of
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||
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CAPITAL SHIP MANAGEMENT CORP.
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11
