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
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.
EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
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”).
DATED 20 November 2008 KRONOS SHIPPING I, LTD. as Borrower - and - DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT as LenderFacility Agreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp
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.
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
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:
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
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.
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)
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 • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp • 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
Shipbuilding Contract for the supply of one A.H.T.S. Vessel Fincantieri no. 6163 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 LANGEOOG” KG, located at Garrelsstr. 14, 26789 Leer, Germany, hereinafter referred to as "ATL- LANGE" (or “the Customer”), represented by Dr. Niels Hartmann
SECOND AMENDED AND RESTATED AGREEMENT BY III TO I MARITIME PARTNERS CAYMAN I, L.P., TO RETAIN DENTAL COMMUNITY MANAGEMENT, INC., TO PERFORM ADMINISTRATIVE AND PROFESSIONAL SERVICESAgreement • April 30th, 2009 • Iii to I Maritime Partners Cayman I Lp • Texas
This is a Second Amended and Restated Agreement by III to I Maritime Partners Cayman I,L.P., to Retain Dental Community Management, Inc., to Perform Administrative and Professional Services, hereinafter called "Agreement", by and between Dental Community Management, Inc., a Texas corporation, with address of 5580 Peterson Lane, Suite 155, Dallas, Texas 75240, hereinafter called "DCMI", and III to I Maritime Partners Cayman I, L.P., a Cayman Islands exempted limited partnership, with address of 5580 Peterson Lane, Suite 155, Dallas, Texas 75240, hereinafter called "MPC", under the terms of which, DCMI having agreed to perform certain administrative and professional services, for MPC, and in consideration of which the performance of such administrative and professional services by DCMI, MPC agrees to compensate DCMI, for performing such administrative and professional services, all as set forth hereinafter.
