Facility Agreement Sample Contracts

Navios Maritime Containers Inc. – Date 27th July 2017 NAVIOS MARITIME CONTAINERS INC. As Borrower - And ABN AMRO BANK N.V. As Lenders - And - ABN AMRO BANK N.V. As Agent and as Security Trustee FACILITY AGREEMENT INCE & CO PIRAEUS (July 3rd, 2018)
Intrexon Corp – Termination of Preferred Stock Equity Facility Agreement (July 3rd, 2018)

This TERMINATION OF PREFERRED STOCK EQUITY FACILITY AGREEMENT (the Termination Agreement) is made and entered into as of the 28th day of June 2018 by and between Kapital Joe, LLC (the Investor) and Intrexon Corporation, a Virginia corporation (the Company).

Endava Ltd – Multicurrency Revolving Facility Agreement (June 29th, 2018)

The Subsidiaries of the Company listed in Part 1 of Schedule 1 (The Original Parties) as original borrowers (together with the Company the "Original Borrowers");

(B) (I) Effect an Amendment (The "Proposed Amendment") to the Existing Facility Agreement (As to Be Amended by the Proposed Amendment, the "Amended Facility Agreement") Which Shall Be Effective on the Effective Date (Defined Below) That Contains the Following Modifications to the Existing Facility Agreement: (I) the Maximum Consolidated Net Leverage Ratio Permitted Under Section 8.11(a) Shall Be Increased From 3.75:1.00 to 4.50:1.00 (With Step-Downs to Be Mutually Agreed by You and the Commitment Parties), (Ii) the Target Acquisition Will Be Permitted, Including Amendments to Section 8.02 of E (June 21st, 2018)

Financial Statements. MLPFS shall have received (A) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and its Subsidiaries for each of the fiscal quarters ended at least 45 days before the Effective Date, (B) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Target and its Subsidiaries for each of the fiscal months ended at least 30 days before the Effective Date since December 31, 2017; and (C) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company and its Subsidiaries as of and for the most recent four fiscal quarter period ended at least 45 days prior to the Effective Date prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income).

Tilray, Inc. – Construction Facility Agreement (June 20th, 2018)

This CONSTRUCTION FACILITY AGREEMENT (this Agreement) is effective as of November 1, 2017 (the Effective Date), by and between Privateer Holdings, Inc., a Delaware corporation (the Lender), and Bouchard Ventures, Ltd., a British Columbia corporation (the Borrower).

Grindrod Shipping Holdings Pte. Ltd. – DVB BANK SE SINGAPORE BRANCH as Security Agent FACILITY AGREEMENT Relating to the Refinancing of 16 Ships Owned by the Owner Guarantors (June 5th, 2018)
Third Amendment and Refinancing Facility Agreement (June 4th, 2018)

THIRD AMENDMENT AND REFINANCING FACILITY AGREEMENT, dated as of June 4, 2018 (this Amendment), to the Credit Agreement, dated as of June 27, 2011, as amended and restated as of July 2, 2015, as further amended and restated as of August 21, 2017, as amended by a First Amendment dated as of December 12, 2017 and a Second Amendment dated as of March 22, 2018, and as modified by an Incremental Term Loan Activation Notice dated as of March 22, 2018 (as further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement), among IRON MOUNTAIN INCORPORATED, a Delaware corporation (the Parent), IRON MOUNTAIN INFORMATION MANAGEMENT, LLC, a Delaware limited liability company (the Company), each of the other Borrowers party thereto, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as Lenders (the Lenders), JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Administrative Agent (in such capacity, the Can

GoodBulk Ltd. – And GOODBULK LTD. As Parent Guarantor and ABN AMRO BANK N.V. As Arranger and ABN AMRO BANK N.V. As Facility Agent and ABN AMRO BANK N.V. As Security Agent FACILITY AGREEMENT Relating to a Facility of Up to US$60,000,000 to Part Finance the Purchase Price of and Certain Other Approved Ships WATSON FARLEY WILLIAMS Index (June 1st, 2018)

Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 24 2 The Facility 24 3 Purpose 25 4 Conditions of Utilisation 25 Section 3 Utilisation 27 5 Utilisation 27 Section 4 Repayment, Prepayment and Cancellation 29 6 Repayment, 29 7 Prepayment and Cancellation 30 Section 5 Costs of Utilisation 33 8 Interest 33 9 Interest Periods 35 10 Changes to the Calculation of Interest 36 11 Fees 38 Section 6 Additional Payment Obligations 39 12 Tax Gross Up and Indemnities 39 13 Increased Costs 43 14 Other Indemnities 44 15 Mitigation by the Finance Parties 47 16 Costs and Expenses 47 Section 7 Guarantees and Joint and Several Liability of Borrowers 49 17

GoodBulk Ltd. – Dated 29 August 2017 US$50,000,000 TERM LOAN FACILITY AQUAKNIGHT SHIPPING CO. LTD. As Borrower and GOODBULK LTD. As Parent Guarantor and CREDIT SUISSE AG as Arranger and CREDIT SUISSE AG as Facility Agent and CREDIT SUISSE AG as Security Agent FACILITY AGREEMENT Relating to a Facility of Up to US$50,000,000 to Part Finance the Purchase Price of m.v. "AQUAKNIGHT" and Certain Other Approved Ships (June 1st, 2018)

Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 24 2 The Facility 24 3 Purpose 25 4 Conditions of Utilisation 25 Section 3 Utilisation 27 5 Utilisation 27 Section 4 Repayment, Prepayment and Cancellation 29 6 Repayment 29 7 Prepayment and Cancellation 30 Section 5 Costs of Utilisation 34 8 Interest 34 9 Interest Periods 36 10 Changes to the Calculation of Interest 37 11 Fees 39 Section 6 Additional Payment Obligations 40 12 Tax Gross Up and Indemnities 40 13 Increased Costs 44 14 Other Indemnities 45 15 Mitigation by the Finance Parties

GoodBulk Ltd. – And GOODBULK LTD. As Parent Guarantor and ABN AMRO BANK N.V. As Arranger and ABN AMRO BANK N.V. As Facility Agent and ABN AMRO BANK N.V. As Security Agent FACILITY AGREEMENT Relating to a Facility of Up to US$60,000,000 to Part Finance the Purchase Price of and Certain Other Approved Ships WATSON FARLEY WILLIAMS Index (May 25th, 2018)

Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 24 2 The Facility 24 3 Purpose 25 4 Conditions of Utilisation 25 Section 3 Utilisation 27 5 Utilisation 27 Section 4 Repayment, Prepayment and Cancellation 29 6 Repayment, 29 7 Prepayment and Cancellation 30 Section 5 Costs of Utilisation 33 8 Interest 33 9 Interest Periods 35 10 Changes to the Calculation of Interest 36 11 Fees 38 Section 6 Additional Payment Obligations 39 12 Tax Gross Up and Indemnities 39 13 Increased Costs 43 14 Other Indemnities 44 15 Mitigation by the Finance Parties 47 16 Costs and Expenses 47 Section 7 Guarantees and Joint and Several Liability of Borrowers 49 17

GoodBulk Ltd. – As Parent Guarantor and ABN AMRO BANK N.V. As Arranger and ABN AMRO BANK N.V. As Facility Agent and ABN AMRO BANK N.V. As Security Agent FACILITY AGREEMENT Relating to a Facility of Up to US$85,000,000 to Part Finance the Purchase Price of and Certain Other Non-Identified Ships WATSON FARLEY WILLIAMS Index (May 25th, 2018)

Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 25 2 The Facility 25 3 Purpose 26 4 Conditions of Utilisation 26 Section 3 Utilisation 28 5 Utilisation 28 Section 4 Repayment, Prepayment and Cancellation 30 6 Repayment 30 7 Prepayment and Cancellation 31 Section 5 Costs of Utilisation 35 8 Interest 35 9 Interest Periods 37 10 Changes to the Calculation of interest 38 11 Fees 40 Section 6 Additional Payment Obligations 41 12 Tax Gross Up and Indemnities 41 13 Increased Costs 45 14 Other Indemnities 46 15 Mitigation by the Finance Parties 49 16 Costs and Expenses 49 Section 7 Guarantees and Joint and Several Liability of Borrowers 51 17

GoodBulk Ltd. – Dated 29 August 2017 US$50,000,000 TERM LOAN FACILITY AQUAKNIGHT SHIPPING CO. LTD. As Borrower and GOODBULK LTD. As Parent Guarantor and CREDIT SUISSE AG as Arranger and CREDIT SUISSE AG as Facility Agent and CREDIT SUISSE AG as Security Agent FACILITY AGREEMENT Relating to a Facility of Up to US$50,000,000 to Part Finance the Purchase Price of m.v. "AQUAKNIGHT" and Certain Other Approved Ships (May 25th, 2018)

Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 24 2 The Facility 24 3 Purpose 25 4 Conditions of Utilisation 25 Section 3 Utilisation 27 5 Utilisation 27 Section 4 Repayment, Prepayment and Cancellation 29 6 Repayment 29 7 Prepayment and Cancellation 30 Section 5 Costs of Utilisation 34 8 Interest 34 9 Interest Periods 36 10 Changes to the Calculation of Interest 37 11 Fees 39 Section 6 Additional Payment Obligations 40 12 Tax Gross Up and Indemnities 40 13 Increased Costs 44 14 Other Indemnities 45 15 Mitigation by the Finance Parties

GoodBulk Ltd. – ATLANTIC BRIDGE SHIPPING CO. LTD. VOYAGEURS SHIPPING CO. LTD. SILVER SURFER SHIPPING CO. LTD. ITASCA SHIPPING CO. LTD. As Joint and Several Borrowers and GOODBULK LTD. As Parent Guarantor and DANISH SHIP FINANCE a/S as Arranger and DANISH SHIP FINANCE a/S as Facility Agent and DANISH SHIP FINANCE a/S as Security Agent FACILITY AGREEMENT Relating to a Facility of Up to US$77,000,000 to Part Finance the Purchase Price of and Certain Other Approved Ships WATSON FARLEY WILLIAMS Index (May 25th, 2018)

Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 24 2 The Facility 24 3 Purpose 26 4 Conditions of Utilisation 26 Section 3 Utilisation 28 5 Utilisation 28 Section 4 Repayment, Prepayment and Cancellation 30 6 Repayment 30 7 Prepayment and Cancellation 31 Section 5 Costs of Utilisation 35 8 Interest 35 9 Interest Periods 36 10 Changes to the Calculation of Interest 37 11 Fees 38 Section 6 Additional Payment Obligations 40 12 Tax Gross Up and Indemnities 40 13 Increased Costs 43 14 Other Indemnities 45 15 Mitigation by the Finance Parties 47 16 Costs and Expenses 48 Section 7 Guarantees and Joint and Several Liability of Borrowers 49 17

Cheniere Energy, Inc. – AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS Among CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P. And CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors, SOCIETE GENERALE, as the Term Loan Facility Agent on Behalf of Itself and the Term Lenders, THE BANK OF NOVA SCOTIA, as the Working Capital Facility Agent on Behalf of Itself and the Working Capital Lenders, Each Other Facility Agent That Is Party Hereto From Time to Time on Behalf of Itself and the Facility Lenders Under Its Facility Agreement and SOCIETE (May 24th, 2018)

This AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS, dated as of May 22, 2018 (the Common Terms Agreement or this Agreement), is made among:

Cheniere Corpus Christi Holdings, LLC – AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS Among CHENIERE CORPUS CHRISTI HOLDINGS, LLC, as Borrower, CORPUS CHRISTI LIQUEFACTION, LLC, CHENIERE CORPUS CHRISTI PIPELINE, L.P. And CORPUS CHRISTI PIPELINE GP, LLC, as Guarantors, SOCIETE GENERALE, as the Term Loan Facility Agent on Behalf of Itself and the Term Lenders, THE BANK OF NOVA SCOTIA, as the Working Capital Facility Agent on Behalf of Itself and the Working Capital Lenders, Each Other Facility Agent That Is Party Hereto From Time to Time on Behalf of Itself and the Facility Lenders Under Its Facility Agreement and SOCIETE (May 24th, 2018)

This AMENDED AND RESTATED COMMON TERMS AGREEMENT FOR THE LOANS, dated as of May 22, 2018 (the Common Terms Agreement or this Agreement), is made among:

The Banks and Financial Institutions Listed in Schedule 1 of the Amended Facility Agreement (May 9th, 2018)

AMTRUST CORPORATE CAPITAL LIMITED, a company incorporated in England under registered number 08128684 whose registered office is at 2 Minster Court, Mincing Lane, London EC3R 7BB ("ACCL");

EuroDry Ltd. – As Borrower and NORDDEUTSCHE LANDESBANK GIROZENTRALE as Lender and NORDDEUTSCHE LANDESBANK GIROZENTRALE as Agent and Security Trustee and NORDDEUTSCHE LANDESBANK GIROZENTRALE as Swap Bank FACILITY AGREEMENT FOR a USD16,560,000 TERM LOAN FACILITY (May 8th, 2018)
As Facility Agent Ps130,000,000 Term Facility Agreement (May 3rd, 2018)

any other member state of the European Union or any Participating Member State where such country has long term sovereign credit rating of AA or higher by Standard & Poor's Rating Services or Aa2 or higher from Moody's Investors Service Limited or AA or higher from Fitch Ratings Ltd.

As Facility Agent Ps245,000,000 Multicurrency Revolving Facility Agreement (May 3rd, 2018)

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or A- or higher by Fitch Ratings Ltd or A3 or higher by Moody's Investor Services Limited or a comparable rating from an internationally recognised credit rating agency; or

Knot Offshore Partners Lp Commo – DATED 30 SEPTEMBER 2016 USD 90,000,000 FACILITY AGREEMENT for KNOT SHUTTLE TANKERS 30 AS as Borrower With KNUTSEN NYK OFFSHORE TANKERS AS as Guarantor Arranged by DBJ EUROPE LIMITED MIZUHO BANK, LTD. NORDEA BANK NORGE ASA Acting as Mandated Lead Arrangers With NORDEA BANK NORGE ASA Acting as Bookrunner and DBJ EUROPE LIMITED MIZUHO BANK, LTD. NORDEA BANK NORGE ASA Acting as Original Lenders and MIZUHO BANK, LTD. NORDEA BANK FINLAND PLC. Acting as Hedging Banks and NORDEA BANK NORGE ASA Acting as Agent (April 25th, 2018)
Knot Offshore Partners Lp Commo – DATED NOVEMBER 8, 2017 USD 100,000,000 FACILITY AGREEMENT for KNUTSEN SHUTTLE TANKERS 15 AS as Borrower With KNOT OFFSHORE PARTNERS LP as Guarantor Arranged by THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. Acting as Mandated Lead Arranger With THE FINANCIAL INSTITUTIONS Listed in Schedule 1 Acting as Original Lenders and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. Acting as Agent in Relation to the Refinancing of TORILL KNUTSEN (April 25th, 2018)
Knot Offshore Partners Lp Commo – KNOT Shuttle Tankers 30 AS USD 90,000,000 Facility Agreement Dated 30 September 2016 (The Agreement) (April 25th, 2018)
Knot Offshore Partners Lp Commo – To: ABN AMRO Bank N.V. As Agent for Itself and Each of the Other Parties to the Facility Agreement Referred to Below From: KNOT Shuttle Tankers 32 AS (As Borrower) Knutsen NYK Offshore Tankers AS (As Guarantor) KNOT Offshore Partners LP KNOT Shuttle Tankers As (April 25th, 2018)
China Online Education Group – Facility Agreement for Working Capital Loans (Ref No.: CLBJ1711011) Execution Page Financing Bank Client 1 SPD Silicon Valley Bank Beijing Branch China Online Education (HK) Limited With Address at With Address at Unit 2318, China World Tower 1, No. 1, Jianguomenwai Avenue, Chaoyang District, Beijing 100 004 Unit 06, 3/F., Bonham Trade Centre, 50 Bonham Strand, Sheung Wan, Hong Kong Hereinafter Referred to as Financing Bank Hereinafter Referred to as Client (April 24th, 2018)

The parties above hereby agree to and accept all terms and conditions set forth in this Facility Agreement. The Client hereby confirms that sufficient interpretations and explanations in relation to the clauses hereunder have been made by the Financing Bank and all of them have been understood, agreed and acknowledged by the Client completely.

Grindrod Shipping Holdings Pte. Ltd. – US$27,000,000 FACILITY AGREEMENT Dated 9 December, 2016 for GRINDROD MARITIME LLC as Borrower Guaranteed by GRINDROD SHIPPING PTE. LTD. GRINDROD LIMITED as Guarantors With DVB BANK SE SINGAPORE BRANCH Acting as Facility Agent DVB BANK SE SINGAPORE BRANCH Acting as Security Agent and DVB BANK SE Acting as Account Bank Relating to the Financing Of (April 6th, 2018)
Grindrod Shipping Holdings Pte. Ltd. – Dated 30 March 2017 TERM LOAN FACILITY UNICORN ATLANTIC PTE. LTD. UNICORN CASPIAN PTE. LTD. IVS BULK 609 PTE. LTD. As Joint and Several Borrowers and GRINDROD SHIPPING PTE. LTD. As Parent Guarantor and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Arranger and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Facility Agent and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as Security Agent FACILITY AGREEMENT Relating to the Refinancing of m.v.s. INYALA, UMGENI and IVS ORCHARD (April 6th, 2018)
DATED 2017 GRUYERE HOLDINGS PTY LTD With AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED COMMONWEALTH BANK OF AUSTRALIA WESTPAC BANKING CORPORATION Acting as Issuing Banks BANK GUARANTEE FACILITY AGREEMENT (April 4th, 2018)
Dryships Inc – Secured Term Facility Agreement (April 4th, 2018)

THIS SECURED TERM FACILITY AGREEMENT (this "Agreement"), dated as of October 25, 2017, is made by and among DRYSHIPS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Borrower"), certain Subsidiary Guarantors party hereto from time to time and SIERRA INVESTMENTS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Lender").

Dryships Inc – US$35,000,000 FACILITY AGREEMENT Dated 29 January 2018 For (April 4th, 2018)
Top Ships Inc – Dated 5 September 2017 ASTARTE INTERNATIONAL INC. As Borrower Arranged by AMSTERDAM TRADE BANK N.V. With AMSTERDAM TRADE BANK N.V. As Agent AMSTERDAM TRADE BANK N.V. As Security Agent and TOP SHIPS INC. As Guarantor FACILITY AGREEMENT for Up to $23,500,000 Loan Facility (March 29th, 2018)
Top Ships Inc – Dated 5 September 2017 ASTARTE INTERNATIONAL INC. As Borrower Arranged by AMSTERDAM TRADE BANK N.V. With AMSTERDAM TRADE BANK N.V. As Agent AMSTERDAM TRADE BANK N.V. As Security Agent and TOP SHIPS INC. As Guarantor FACILITY AGREEMENT for Up to $8,993,100 Loan Facility (March 29th, 2018)
USD 400,000,000 FACILITY AGREEMENT DATED 14 DECEMBER 2017 FOR RANDGOLD RESOURCES LIMITED AS BORROWER WITH CITIBANK, N.A., LONDON BRANCH AND HSBC SECURITIES (USA) INC. ACTING AS ARRANGERS With HSBC BANK PLC ACTING AS FACILITY AGENT CONTENTS (March 29th, 2018)

Clause Page 1. Definitions and Interpretation 1 2. The Facility 20 3. Purpose 22 4. Conditions of Utilisation 23 5. Utilisation 24 6. Repayment 25 7. Prepayment and Cancellation 26 8. Interest 31 9. Interest Periods 32 10. Changes to the Calculation of Interest 32 11. Fees 35 12. Tax Gross Up and Indemnities 34 13. Increased Costs 41 14. Other Indemnities 43 15. Mitigation by the Lenders 45 16. Costs and Expenses 45 17. Representations 46

Diana Shipping Inc – Subordinated Facility Agreement (March 16th, 2018)
Babcock & Brown Air Limited – Facility Agreement [Fly 2017a Term Loan] (March 14th, 2018)

FACILITY AGREEMENT [FLY 2017A TERM LOAN] (this "Agreement") dated as of December 8, 2017, between MAGELLAN ACQUISITION LIMITED, a company incorporated under the laws of Bermuda (the "Borrower"); each SUBSIDIARY of Borrower party hereto (each, a "Subsidiary Guarantor"); WELLS FARGO BANK, NATIONAL ASSOCIATION, as Security Trustee (the "Security Trustee"); THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as administrative agent (the "Administrative Agent"); and the LENDERS party hereto.

Hillenbrand, Inc. – Syndicated L/G Facility Agreement Eur 150,000,000 (March 9th, 2018)