Dorian LPG Finance LLC c/o Dorian LPG (USA) LLC Stamford, CT 06902 USA
Exhibit 10.13
Dorian LPG Finance LLC
c/o Dorian LPG (USA) LLC
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From: Dorian LPG Finance LLC
Trust Company Complex
Ajeltake Road, Ajeltake Island
Majuro, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇/▇ ▇▇▇▇▇▇ ▇▇▇ (▇▇▇) LLC
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To: The parties listed in Schedule 1
February 1, 2016
Dear Sirs/Madams:
Re: Side Letter to the Facility Agreement, dated March 23, 2015 as amended by Amendment No. 1, dated June 15, 2015 (together, the "Facility Agreement")
1. We refer to the Facility Agreement. Defined expressions in the Facility Agreement shall have the same meaning when used herein unless the context otherwise requires.
2. We hereby confirm and acknowledge the following:
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(a) |
Clause 3.1 (Purpose) of the Facility Agreement provides that each Advance shall be made available in the lesser of (a) 55% of the Delivered Price of each Ship (other than with respect to Ship 1 and Ship 2 which shall be 55% of the Age Adjusted Delivered Price of each Ship), plus an amount equal to the K-sure Premium and KEXIM Premium for such Ship, and (b) 55% of the Fair Market Value of such Ship, tested at the time of delivery of such Ship, plus an amount equal to the K-sure Premium and KEXIM Premium for such Ship, for an aggregate maximum principal amount of $758,105,296 for all Advances; |
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(b) |
Clause 1.1 (Definitions) of the Facility Agreement defines the Delivered Price of each Ship as such Ship's Contract Price, Extras and Contingent Extras, up to a maximum for such Ship as specified in Schedule 2 (Ship information) to the Facility Agreement, and provides that the aggregate of Contingent Extras shall not exceed $2,336,364; |
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(c) |
he Delivered Price for Ship 6 was $77,123,470, which was $236,530 less than anticipated (the "Excess Amount"); and |
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(d) |
the aggregate amount of Contingent Extras for all Ships will exceed $2,336,364. |
3. In consideration of the above, we have requested and the other Parties have agreed that the Excess Amount ($130,091) of which being the undrawn Commitment with respect to Ship 6), shall be re-allocated to finance an increase in Contingent Extras.
4. The Parties have agreed to the following consequential amendment to the Facility Agreement:
in the definition of Contingent Extras in Clause 1.1 (Definitions), "$2,336,364" shall be deleted and replaced with "$2,572,894".
5. We hereby confirm our agreement to the above amendment which will be effective, as of the date first mentioned above, once each of the Parties has confirmed its acknowledgment and agreement to the provisions of this letter by counter-signing this letter.
6. The Facility Agreement shall be hereby amended (and deemed amended) in accordance with this letter.
7. This letter is a Finance Document.
8. Save as amended by this letter, the provisions of the Facility Agreement shall continue in full force and effect and the Facility Agreement and this letter shall be read and construed together as one instrument.
9. From and after the date first above written, all references in the Facility Agreement to "this Agreement" (or words or phrases of a similar meaning) shall be deemed to be references to the Facility Agreement as amended by this letter unless the context otherwise specifically requires.
10. This letter and any non-contractual obligations in connection with it are governed by, and shall be construed in accordance with, New York law.
[Signature Pages Follow]
Yours faithfully
DORIAN LPG FINANCE LLC
As Borrower
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
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Acknowledged and agreed to by:
As Facility Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
Chief Financial Officer |
COMET LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
CORVETTE LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN SHANGHAI LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN SAO PAULO LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
CONCORDE LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
CONSTELLATION LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN ULSAN LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN AMSTERDAM LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
▇▇▇▇▇▇ ▇▇▇▇▇▇ LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN BARCELONA LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN TOKYO LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN DUBAI LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN GENEVA LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN CAPE TOWN LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
COMMANDER LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN EXPLORER LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
DORIAN EXPORTER LPG TRANSPORT LLC
As Upstream Guarantor
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
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Name: |
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Title: |
President |
ABN AMRO CAPITAL USA LLC
As Bookrunner, Mandated Lead Arranger, Global Coordinator, Administrative Agent, Security Agent and Original Lender
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
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Name: |
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Title: |
Managing Director |
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Title: |
Managing Director |
ABN AMRO BANK N.V.
As Swap Bank
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By: |
/s/ M.N. ▇▇▇▇▇▇▇▇▇ |
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By: |
/s/ Nienke Blans |
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Name: |
M.N. ▇▇▇▇▇▇▇▇▇ |
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Name: |
Nienke Blans |
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Title: |
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Title: |
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CITIBANK N.A., LONDON BRANCH
As Bookrunner, Mandated Lead Arranger, ECA Coordinator, ECA Agent and Original Lender
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By: |
/s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇ |
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By: |
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Name: |
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Name: |
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Title: |
Vice President |
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Title: |
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CITIGROUP GLOBAL MARKETS INC.
As Swap Bank
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By: |
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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By: |
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Name: |
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Name: |
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Title: |
Managing Director |
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Title: |
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THE EXPORT-IMPORT BANK OF KOREA
As Mandated Lead Arranger, Swap Bank and Original Lender
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By: |
/s/ ▇▇▇▇ ▇▇▇▇-▇▇▇▇ |
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By: |
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Name: |
▇▇▇▇ ▇▇▇▇-▇▇▇▇ |
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Name: |
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Title: |
Director |
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Title: |
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ING CAPITAL MARKETS LLC
As Swap Bank
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By: |
/s/ ▇▇▇▇▇ ▇▇▇ |
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By: |
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Name: |
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Name: |
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Title: |
Director |
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Title: |
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ING BANK N.V., LONDON BRANCH
As Bookrunner, Mandated Lead Arranger and Original Lender
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇▇ ▇▇▇▇ |
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Title: |
Managing Director |
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Title: |
Director |
DVB BANK SE
As Bookrunner, Mandated Lead Arranger, Swap Bank and Original Lender
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By: |
/s/ ▇▇▇▇ Savvatianou |
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By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇ Savvatianou |
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Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
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Title: |
Vide President |
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Title: |
Vive President |
COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH
As Swap Bank and Original Lender
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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By: |
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Name: |
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Name: |
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Title: |
Associate Director |
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Title: |
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DEUTSCHE BANK AG, HONG KONG BRANCH
As Mandated Lead Arranger and Original Lender
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By: |
/s/ ▇▇▇▇▇▇ ▇▇▇ |
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By: |
/s/ ▇▇▇ ▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇ ▇▇▇ |
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Name: |
▇▇▇ ▇▇▇▇▇ |
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Title: |
Vice President |
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Title: |
Associate |
DZ BANK AG
DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN
As Original Lender
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Managing Director |
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Title: |
Associate Director |
SANTANDER BANK, N.A.
As Original Lender
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By: |
/s/ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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By: |
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Name: |
▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
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Title: |
Executive Director |
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Title: |
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BANCO SANTANDER, S.A.
As Mandated Lead Arranger
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By: |
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ |
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Name: |
▇▇▇▇▇▇▇ ▇▇▇▇ |
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Name: |
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ |
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Title: |
Executive Director |
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Title: |
Executive Director |
Schedule 1
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ABN AMRO Capital USA LLC ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ |
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DVB Bank ▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
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ABN AMRO Bank N.V. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
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Commonwealth Bank of Australia, New York Branch Level 17, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇
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Citibank N.A., London Branch Loans Operations Depaiiment ▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
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Deutsche Bank AG, Hong Kong Branch ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ |
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Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ |
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DZ BANK AG Deutsche ZentralGenossenschaftsbank, Frankfurt am Main ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
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The Export-Import Bank of Korea BIFC 20th floor, Munhyeongeumyung-ro 40 ▇▇▇-▇▇, ▇▇▇-▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of Korea
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Santander Bank, N.A. 4 ▇ ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇. 10005 New York, USA |
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ING Capital Markets LLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
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Banco Santander, S.A. Ciudad Grupo Santander Edif. Encinar - planta 2 28660 Boadilla del Monte (Madrid) Spain |
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ING Bank N.V., London Branch ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇, ▇▇ |
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