To: Cretan Traders Inc. Trust Company House Trust Company Complex Ajeltake Road Ajeltake Island, Majuro Marshall Islands
Exhibit 4.71
| To: | Cretan Traders Inc. | |
| Trust Company House | ||
| Trust Company Complex | ||
| Ajeltake Road | ||
| Ajeltake Island, Majuro | ||
| Xxxxxxxx Islands |
8 February 2010
Loan Agreement dated 23 July 2008 (as amended and supplemented from time to time) and made between (i) Cretan Traders Inc. as borrower (the “Borrower”), (ii) the banks and financial institutions listed therein as lender (the “Lenders”), (iii) Norddeutsche Landesbank Girozentrale as swap bank, underwriter, mandated lead arranger, bookrunner, agent and security trustee (the “Agent”) in respect of a facility of (originally) up to US$126,400,000.
We refer to the Loan Agreement. Words and expressions defined in the Loan Agreement shall have the same meaning when used in this Letter.
The Borrower hereby acknowledges that as at the date hereof, the outstanding principal balance of the Loan is $109,600,000.00 of which $33,718,670.88 represents the outstanding principal balance of Tranche A and $75,881,329.12 represents the outstanding principal balance of Tranche B.
The Borrower has requested that the Creditor Parties agree to waive the Event of Default described in clause 19.1 (n) of the Loan Agreement. Pursuant to discussions between us, we have agreed on and subject to the terms of this Letter to waive clause 19.1(n) of the Loan Agreement with effect from the date of this Letter.
We hereby confirm our approval to those arrangements, subject to the following conditions:
| 1 | Amendments to Loan Agreement and Finance Documents. The arrangement in this Letter necessitate certain amendments to the Loan Agreement and we confirm that the Loan Agreement shall be amended (with effect from the date of this Letter) as follows: |
| (a) | by construing all references in the Loan Agreement to “this Agreement” and all references in the Finance Documents (other than the Loan Agreement) to the “Loan Agreement” as references to the Loan Agreement as amended and supplemented by this Letter; |
| (b) | by construing all references in the Loan Agreement and in the Finance Documents to the “Mortgage” as references to the Mortgage as amended and supplemented by the Amendment Mortgage; |
| (c) | by deleting clause 19.1 (n) thereof in its entirety; and |
| (d) | by re-designating the existing paragraphs (o), (p), (q) and (r) of clause 19.1 thereof as paragraphs (n), (o), (p) and (q). |
| 2 | Conditions. Our consent to your request is subject to the following conditions: |
| (e) | documents of the kind specified in paragraphs 2, 3 and 4 of Schedule 3, Part A to the Loan Agreement in relation to the Borrower in connection with its execution of this Letter and the Amendment Mortgage updated with appropriate modifications to refer to this Letter; |
| (f) | an original of this Letter duly executed by the parties to it and counter-signed by the Security Parties; and |
| (g) | receipt of the original Amendment Mortgage duly signed by the Borrower and evidence satisfactory to the Agent and its lawyers that the same has been registered as a valid amendment to the Mortgage in accordance with the laws of Malta. |
| 3 | Representations and Warranties. The Borrower represents and warrants to the Agent that: |
| (a) | the representations and warranties in Clause 10 of the Loan Agreement remain true and not misleading if repeated on the date of this Letter with reference to the circumstances now existing; and |
| (b) | the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and supplemented by this Letter remain true and not misleading if repeated on the date of this Letter with reference to the circumstances now existing. |
| 4 | Loan Agreement and Finance Documents. The Borrower hereby agrees with the Agent that: |
| (a) | the provisions of the Loan Agreement and the Finance Documents shall be and are hereby re-affirmed and remain in full force and effect and the Agent reserves the right at any time to demand repayment in full of all sums made available to the Borrower under the Loan Agreement in accordance with the terms of the Loan Agreement; and |
| (b) | this Letter should in no way be construed as a waiver or diminution or variation of the rights or claims of the Creditor Parties under or pursuant to the Loan Agreement. |
| 5 | Notices. Clause 28 (notices) of the Loan Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth. |
| 6 | Governing law. This Letter shall be governed by and construed in accordance with English law and Clause 30 (law and jurisdiction) of the Loan Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth. |
Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance at the foot of this Letter.
| Yours faithfully |
| /s/ XXXXX XXXXXXX |
| for and on behalf of |
| NORDDEUTSCHE LANDESBANK GIROZENTRALE |
| (in its capacity as Agent for and on behalf of all the Lenders and the other Creditor Parties) |
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We hereby acknowledge receipt of the above Letter and confirm our agreement to the terms of the same:
| /s/ Xxxxxxx Papapontikou |
| for and on behalf of |
| CRETAN TRADERS INC. |
| Date: 8 February 2010 |
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We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above Letter and agree in all respects to the same and confirm that the Finance Documents (as that term is defined in the Loan Agreement) to which we are 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/ Xxxxx Xxxxxxxxx |
| XXXXX XXXXXXXXX |
| for and on behalf of |
| CARDIFF MARINE INC. |
| /s/ Xxxxxxx Papapontikou |
| XXXXXXX PAPAPONTIKOU |
| for and on behalf of |
| ROSCOE MARINE LTD. |
| /s/ Xxxxxxx Papapontikou |
| XXXXXXX PAPAPONTIKOU |
| for and on behalf of |
| MONTEAGLE SHIPPING SA |
| /s/ Xxxxxxx Papapontikou |
| XXXXXXX PAPAPONTIKOU |
| for and on behalf of |
| DRYSHIPS INC. |
| Date: 8 February 2010 |
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