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Exhibit 4.45
Dated ___ July 2021
KNOX SHIPPING COMPANY
 
INC.
BOKAK SHIPPING COMPANY
 
INC.
JEMO SHIPPING COMPANY
 
INC.
GUAM SHIPING COMPANY
 
INC.
PALAU SHIPPING
 
COMPANY INC.
MAKUR SHIPPING COMPANY
 
INC.
and
MANDARINGINA INC.
as joint and several Borrowers
and
DIANA SHIPPING INC.
as Corporate Guarantor
and
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1
as Lenders
and
NORDEA BANK ABP
as Swap Bank
and
NORDEA BANK ABP,
 
FILIAL I NORGE
as Agent, Security Trustee and
Lead Arranger
SUPPLEMENTAL AGREEMENT
relating to a Loan Agreement dated 7 May 2020
in respect of a loan facility of (originally) up to US$55,848,000
 
 
 
 
 
 
Index
Clause
Page
1
Definitions and Interpretation
1
2
Agreement of the Creditor Parties
3
3
Conditions Precedent and Subsequent
3
4
Representations
4
5
Amendments to Loan Agreement and other Finance Documents
4
6
Further Assurance
10
7
Fees
10
8
Costs and Expenses
10
9
Notices
10
10
Counterparts
10
11
Governing Law
11
12
Enforcement
11
Schedules
Schedule 1 The Lenders and commitments
12
Schedule 2 Effective Date Certificate
13
Execution
Execution Pages
14
THIS AGREEMENT
is made on ___ July 2021
PARTIES
(1)
KNOX
 
SHIPPING
 
COMPANY
 
INC
.,
BOKAK
 
SHIPPING
 
COMPANY
 
INC.
,
JEMO
 
SHIPPING
 
COMPANY
 
INC.
,
GUAM SHIPPING
 
COMPANY
 
INC.
,
PALAU
 
SHIPPING COMPANY
 
INC.
,
MAKUR SHIPPING
 
COMPANY
 
INC.,
MANDARINGINA INC.
, each a
 
corporation incorporated
 
in the Republic
 
of the Marshall
 
Islands whose registered
office is at Trust Company
 
Complex, Ajeltake Road, Ajeltake
 
Island, Majuro, the Marshall
 
Islands MH96960,
 
as joint
and several borrowers (together, the
 
"
Borrowers
" and each a "
Borrower
");
(2)
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, as lenders (the "
Lenders
");
(3)
NORDEA BANK ABP
as swap bank (the "
Swap Bank
");
(4)
NORDEA BANK ABP,
 
FILIAL I NORGE
 
as agent (the "
Agent
");
(5)
NORDEA BANK ABP,
 
FILIAL I NORGE
 
as lead arranger (the "
Lead Arranger
"); and
(6)
NORDEA BANK ABP,
 
FILIAL I NORGE
as security trustee (the "
Security Trustee
").
BACKGROUND
(A)
 
By the
 
Loan Agreement,
 
the Lenders
 
have made
 
available to
 
the Borrowers
 
a facility
 
of (originally)
 
up to
 
$55,848,000
for the purpose of re-financing existing
 
indebtedness secured on the Ships
 
of which $46,540,000 is outstanding
 
at
the date of this Agreement.
(B)
 
The Borrowers have requested that the Creditor Parties
 
agree to, inter alia:
(i)
 
the increase of the Loan
 
by an amount of up
 
to $460,000 to be made available
 
to the Borrowers for working
capital purposes
 
and following
 
the
 
drawdown
 
of such
 
additional
 
advance
 
the outstanding
 
amount
 
of the
Loan shall not exceed $47,000,000; and
(ii)
 
the extension of the Final Maturity Date to 19 March 2024,
together, the "
Requests
".
(C)
 
This Agreement sets out the terms and conditions
 
on which the Lenders and the other Creditor
 
Parties agree, with
effect on and from the Effective Date, at
 
the request of the Borrowers, to:
(i)
 
the Requests; and
(ii)
 
the consequential amendment of
 
the Loan Agreement and
 
the other Finance
 
Documents in connection with
those matters (the "
Consequential Amendments
").
OPERATIVE PROVISIONS
1
 
DEFINITIONS AND INTERPRETATION
1.1
 
Definitions
In this Agreement:
"
Effective Date
" means the date on which the conditions precedent in Clause 3.2 are satisfied as confirmed by the
Effective Date Certificate.
"
Effective Date Certificate
" means a certificate executed by the Lender in the form
 
set out in Schedule 2.
"
Loan Agreement
" means the
 
Loan Agreement dated
 
7 May 2020
 
(as the same
 
is amended or
 
supplemented or
restated from time to time) and made between, amongst others, (i) the Borrowers, (ii) the Lenders, (iii) Swap Bank,
(iv) the Agent,
 
(v) the Lead Arranger and (viii) the Security Trustee
 
.
"
Mortgage
 
Addendum
"
 
means,
 
in
 
relation
 
to
 
each
 
Remaining
 
Ship,
 
an
 
addendum
 
to
 
the
 
Mortgage
 
in
 
respect
thereof in agreed form.
"
Remaining Ships
" means each of Ship A, Ship B, Ship C, Ship D,
 
Ship E, Ship F and Ship G.
"
Supplemental General Assignment
" means, in relation to each General Assignment, a
 
document executed or to
be executed by the relevant Borrower and the Security
 
Trustee, supplementing that General
 
Assignment.
"
Supplemental Master Agreement
 
Assignment
" means
 
a document executed
 
or to
 
be executed by
 
the Borrowers
and the Security Trustee, supplementing
 
the Master Agreement Assignment.
"
Supplemental Security Documents
" means together:
(a)
 
the Supplemental General Assignments;
(b)
 
the Supplemental Master Agreement Assignment; and
(c)
 
the Supplemental Shares Pledges.
"
Supplemental Shares Pledge
" means, in
 
relation to each
 
Shares Pledge, a
 
document executed or to
 
be executed
by the Corporate Guarantor and the Security Trustee,
 
supplementing that Shares Pledge.
1.2
 
Defined expressions
Defined expressions in
 
the Loan Agreement
 
and the other
 
Finance Documents shall
 
have the same
 
meanings when
used in this Agreement unless the context otherwise requires
 
or unless otherwise defined in this Agreement.
1.3
 
Application of construction and interpretation provisions
 
of Loan Agreement
Clause 1.2 (
Construction of certain terms
) of the Loan Agreement applies to this Agreement
 
as if it were expressly
incorporated in it with any necessary modifications.
1.4
 
Designation as a Finance Document
The Borrowers and the Agent designate this Agreement
 
as a Finance Document.
1.5
 
Third party rights
Unless provided to
 
the contrary
 
in a Finance
 
Document, a
 
person who
 
is not a
 
Party has no
 
right under the
 
Third
Parties Act to enforce or to enjoy the benefit of any term
 
of this Agreement.
2
 
AGREEMENT OF THE CREDITOR PARTIES
2.1
 
Agreement of the Creditor Parties
The Creditor Parties agree, subject to and upon the terms
 
and conditions of this Agreement, to:
(a)
 
the Requests; and
(b)
 
the Consequential Amendments.
2.2
 
Effective Date
The agreement
 
of the Lenders
 
and the other
 
Creditor Parties
 
contained in
 
Clause 2.1
 
(
Agreement of
 
the Creditor
Parties
) shall have effect on and from the Effective
 
Date.
3
 
CONDITIONS PRECEDENT AND SUBSEQUENT
3.1
 
General
The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 is subject to the fulfilment of
the conditions precedent in Clause 3.2.
3.2
 
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:
(a)
 
a certificate from each of the Borrowers confirming
 
the names of all the officers,
 
directors and shareholders of that
Borrower and confirming
 
that there have
 
been no changes
 
or amendments to
 
the constitutional documents
 
which
were previously delivered to the Agent;
(b)
 
true and
 
complete copies
 
of the
 
resolutions passed
 
at separate
 
meetings of
 
all the
 
directors and
 
shareholders of
each of the Borrowers
 
authorising and approving the execution of this Agreement;
(c)
 
the original of any power of attorney issued by each of
 
Borrowers pursuant to such resolutions aforesaid;
(d)
 
evidence satisfactory to the Agent that
 
each of the Borrowers, the
 
Corporate Guarantor and the Approved Manager
is currently existing in goodstanding in the relevant jurisdiction
 
of its incorporation;
(e)
 
a duly executed original
 
of this Agreement signed by
 
the parties to it
 
and countersigned by the Corporate
 
Guarantor
and the Approved Manager;
(f)
 
a
 
duly
 
executed
 
original
 
of
 
each
 
Mortgage
 
Addendum
 
together
 
with
 
documentary
 
evidence
 
that
 
that
 
Mortgage
Addendum has
 
been duly
 
registered
 
as a
 
valid addendum
 
to the
 
Mortgage in
 
respect of
 
the relevant
 
Remaining
Ship in accordance with the laws of the jurisdiction of its
 
Approved Flag;
(g)
 
a duly executed original of each Supplemental Security
 
Document (and any other document required thereunder);
(h)
 
documentary
 
evidence
 
that
 
the
 
agent
 
for
 
service
 
of
 
process
 
named
 
in
 
clause
 
32.4
 
(
Process
 
agent
)
 
of
 
the
 
Loan
Agreement has accepted its appointment under this Agreement;
 
(i)
 
favourable legal opinions from lawyers appointed
 
by the Agent on
 
such matters concerning the laws of
 
the Marshall
Islands and such other relevant jurisdiction as the Agent
 
may require;
(j)
 
evidence that the
 
fees, costs and
 
expenses then due
 
from the Borrowers
 
pursuant to Clause
 
7 (
Fees
) and clause
20.4 (
Costs of variations, amendments, enforcement etc.
) of the Loan Agreement have been paid; and
(k)
 
any other document or evidence as the Agent may request
 
in writing from the Borrowers.
3.3
 
Conditions subsequent
The Borrowers undertake to deliver to the Agent by the end of February 2022 evidence that the
 
Borrowers and the
Corporate Guarantor are in compliance with the
 
Republic of the Marshall Islands Economic Substance Regulations
2018.
4
 
REPRESENTATIONS
4.1
 
Repetition Loan Agreement representations
Each Borrower makes the representations and warranties set out in clause 10 (
Representations and warranties
) of
the Loan
 
Agreement, as amended
 
and supplemented by
 
this Agreement
 
and updated
 
with appropriate
 
modifications
to
 
refer
 
to
 
this
 
Agreement
 
and,
 
where
 
appropriate,
 
the
 
relevant
 
Mortgage
 
Addendum,
 
and
 
by
 
reference
 
to
 
the
circumstances then existing on the date of this Agreement
 
and on the Effective Date.
4.2
 
Finance Document representations
Each Borrower and
 
each of the
 
Security Parties makes
 
the representations
 
and warranties set
 
out in the
 
Finance
Documents
 
(other
 
than
 
the
 
Loan
 
Agreement)
 
to
 
which
 
it
 
is
 
a
 
party,
 
as
 
amended
 
and
 
supplemented
 
by
 
this
Agreement
 
and
 
updated
 
with
 
appropriate
 
modifications
 
to
 
refer
 
to
 
this
 
Agreement
 
and,
 
where
 
appropriate,
 
the
relevant Mortgage Addendum,
 
by reference to the
 
circumstances then existing
 
on the date
 
of this Agreement
 
and
on the Effective Date.
5
 
AMENDMENTS TO LOAN AGREEMENT AND
 
OTHER FINANCE DOCUMENTS
5.1
 
Specific amendments to the Loan Agreement
With effect
 
on and from
 
the Effective
 
Date the Loan
 
Agreement shall
 
be, and shall
 
be deemed by
 
this Agreement
to be, amended as follows:
(a)
 
by deleting the wording "relating to a term loan facility of up to US$55,848,000 to re-finance existing indebtedness"
in
 
the
 
cover
 
page
 
of
 
the
 
Loan
 
Agreement
 
and
 
replacing
 
it
 
with
 
the
 
wording
 
"relating
 
to
 
a
 
term
 
loan
 
facility
 
of
(originally) up
 
to US$55,848,000
 
to re-finance
 
existing indebtedness
 
and an
 
additional amount
 
of US$460,000
 
to
provide working capital";
(b)
 
by deleting recital (A) of the Loan Agreement and replacing
 
it with the following new recital (A):
"(A)
 
The Lenders have agreed to make available to the Borrowers a term loan facility
 
in up to two Advances as
follows:
(i)
 
Advance A,
 
in an
 
amount of
 
up to
 
the lesser
 
of (i)
 
US$55,848,000, (ii)
 
the Existing
 
Indebtedness
and (ii) 65
 
per cent. of
 
the aggregate Initial
 
Market Value of the Ships
 
for the purpose
 
of re-financing
the Existing Indebtedness (as defined below); and
 
(ii)
 
pursuant to
 
the terms
 
of the
 
Supplemental Agreement, Advance
 
B, in
 
an amount
 
of up
 
to U$460,000
for the purposes of providing the Borrowers with working capital
 
";
(c)
 
by inserting in clause 1.1 (
Definitions
) of the Loan Agreement the following new definitions:
"
Advance
" means
 
the principal
 
amount of
 
each borrowing
 
by the
 
Borrowers under
 
this Agreement
 
and includes
each of Advance A and Advance B or,
 
as the context may require, the principal amount
 
thereof outstanding at any
relevant time;
"
Advance
 
A
"
 
means
 
the
 
part
 
of
 
the
 
Loan
 
made
 
available
 
to
 
the
 
Borrowers
 
in
 
accordance
 
with
 
Clause
 
2.1(a)
 
in
amount of up to $55,848,000 for the purpose of refinancing the
 
Existing Indebtedness;
"
Advance B
" means the part of
 
the Loan made or
 
to be made available
 
to the Borrowers in
 
accordance with Clause
2.1(b) in amount of up to $460,000 for the purpose
 
of providing working capital to Borrowers;
"
Availability Period
" means in relation to:
(a)
 
Advance A, 11 May
 
2020; and
(b)
 
Advance B, ___ August 2021;
"
Supplemental Agreement
" means the
 
supplemental agreement to
 
this Agreement dated
 
___ July 2021
 
and made
between (i) the Borrowers, (ii) the Lender, (iii) Swap Bank, (iv) the Agent, (v) the Security Trustee and (vi) the Lead
Arranger;
(d)
 
by deleting the definitions of "Extension Request", "Initial
 
Extension Request", "Subsequent Extension Request
 
"
 
in
their entirety and all references throughout;
(e)
 
by deleting the definition of "Drawdown Date" and replacing
 
it with the following new definition:
""
Drawdown Date
" means, in
 
relation to an
 
Advance, the date
 
requested by the
 
Borrowers for the
 
Advance to be
made, or (as the context requires) the date on which the Advance
 
is actually made;";
(f)
 
by deleting the definition of "Final Maturity Date"
 
and replacing it with the following new definition:
""
Final Maturity Date
" means 19 March 2024.";
(g)
 
by deleting the definition of "Majority Lenders" and replacing
 
it with the following new definition:
""
Majority Lenders
" means:
(a)
 
before an
 
Advance has
 
been advanced,
 
Lenders
 
whose Commitments
 
total 66.67
 
per cent.
 
of the
 
Total
Commitments; and
(b)
 
after an Advance has been advanced, Lenders whose Contributions
 
total 66.67 per cent. of the Loan.";
(h)
 
by deleting clause 2.1 (
Amount of facility
) of the Loan Agreement and replacing it
 
with the following new clause 2.1:
"
2.1
 
Amount of facility
 
Subject to the other provisions of this Agreement, the
 
Lenders:
(a)
 
have
 
made
 
available
 
to
 
the
 
Borrowers,
 
Advance
 
A
 
on
 
11
 
May
 
2020
 
for
 
the
 
purpose
 
of
 
refinancing
 
the
Existing Indebtedness; and
(b)
 
shall make available to the Borrowers, Advance B for the purpose
 
of providing working capital.";
(i)
 
by deleting clause
 
2.2 (
Lenders'
 
participation in Advances
) of the
 
Loan Agreement and
 
replacing it with
 
the following
new clause 2.2:
"
2.2
 
Lenders' participation in Advances
Subject to
 
the
 
other provisions
 
of this
 
Agreement,
 
each
 
Lender
 
shall participate
 
in
 
each
 
Advance
 
in the
proportion which, as at the relevant Drawdown Date, its
 
Commitment bears to the Total
 
Commitments.";
(j)
 
by deleting clause 2.3 (
Purpose of Advances
) of the Loan Agreement and replacing it
 
with the following new clause
2.3:
"
2.2
 
Purpose of Advances
The Borrowers undertake with each Creditor
 
Party to use each Advance only
 
for the purpose stated in the
preamble to this Agreement and in Clause 2.1.";
(k)
 
by deleting clause 4.1 (
Request of the Loan
) of the Loan Agreement and replacing
 
it with the following new clause
4.1:
"
4.1
 
Request for Advance
Subject to
 
the following
 
conditions, the
 
Borrowers may
 
request an
 
Advance to
 
be made
 
by ensuring
 
that
the Agent receives
 
a completed
 
Drawdown Notice
 
not later than
 
11.00
 
a.m. (Oslo
 
time) 3 Business
 
Days
(or such shorter period as the Agent may, in its absolute discretion, agree) prior to the intended Drawdown
Date.";
(l)
 
by deleting clause 4.2 (
Availability
) of the Loan Agreement and replacing it with the
 
following new clause 4.2:
"
4.2
 
Availability
The conditions referred to in Clause 4.1 are that:
(a)
 
the Drawdown Date in relation to an Advance has to be a
 
Business Day during the Availability Period;
(b)
 
each Advance shall not
 
exceed the amount applicable
 
thereto referred to in
 
Clause 2.1 and shall
 
be used
for the purpose referred to therein; and
(c)
 
the aggregate amount of the Advances shall not exceed
 
the Total
 
Commitments.";
(m)
 
by
 
deleting
 
clause
 
4.3
 
(
Notification
 
to
 
Lenders
 
of
 
receipt
 
of
 
a
 
Drawdown
 
Notice
)
 
of
 
the
 
Loan
 
Agreement
 
and
replacing it with the following new clause 4.3:
"
4.3
 
Notification to Lenders of receipt of a Drawdown Notice
The Agent shall promptly notify the Lenders
 
that it has received a Drawdown Notice
 
and shall inform each
Lender of:
 
(a)
 
the amount of the Advance and the Drawdown Date;
(b)
 
the amount of that Lender's participation in the Advance;
 
and
(c)
 
the duration of the first Interest Period.";
(n)
 
by deleting
 
clause 5.9
 
(
Suspension of
 
drawdown
) of
 
the Loan
 
Agreement and
 
replacing it
 
with the
 
following new
clause 5.9:
"
5.9
 
Suspension of drawdown
If the Agent's notice under Clause 5.8 is served before
 
an Advance is made:
(a)
 
in a case falling within Clauses 5.7(a) or 5.7(b), the Lenders
 
'
 
obligations to make the Advance;
 
and
(b)
 
in a case falling within Clause 5.7, the Affected
 
Lender's obligation to participate in the Advance,
shall be suspended while the circumstances referred to
 
in the Agent's notice continue.";
(o)
 
by deleting clause 5.10 (
Negotiation of alternative rate
 
of interest
) of the Loan Agreement
 
and replacing it with the
following new clause 5.10:
"
5.10
 
Negotiation of alternative rate of interest
If the Agent's notice under Clause 5.5 is served after an
 
Advance is made, then subject to Clause 27.4, the
Borrowers,
 
the
 
Agent,
 
the
 
Lenders
 
or
 
(as
 
the
 
case
 
may
 
be)
 
the
 
Affected
 
Lender
 
shall
 
use
 
reasonable
endeavours to agree,
 
within 30 days
 
after the date on
 
which the Agent serves
 
its notice under Clause
 
5.5
(the "
Negotiation Period
"), an alternative interest rate or (as the case may be) an alternative
 
basis for the
Lenders or
 
(as the
 
case may
 
be) the
 
Affected Lender
 
to fund
 
or continue
 
to fund
 
their or
 
its Contribution
during the Interest Period concerned.";
(p)
 
by
 
deleting
 
clause
 
6.1
 
(
Commencement
 
of
 
Interest
 
Periods
)
 
of
 
the
 
Loan
 
Agreement
 
and
 
replacing
 
it
 
with
 
the
following new clause 6.1:
"
6.1
Commencement of Interest Periods
The first Interest Period applicable to an Advance shall commence on the Drawdown Date of that Advance
and each subsequent Interest Period shall commence
 
on the expiry of the preceding Interest Period.";
(q)
 
by deleting clause 8.1 (
Amount of repayment instalments
) of the Loan
 
Agreement and replacing it with
 
the following
new clause 8.1:
"
8.1
 
Amount of repayment instalments
Save as previously repaid or prepaid, the Borrowers shall repay
 
the Loan by:
(A)
 
11 equal consecutive
 
three-monthly instalments each in an amount equal to
 
$1,861,600; and
(B)
 
a balloon instalment
 
in an amount equal to $26,522,400.";
 
(r)
 
by deleting
 
clause 8.2
 
(
Repayment Dates
) of
 
the Loan
 
Agreement and
 
replacing it
 
with the
 
following new
 
clause
8.2:
"
8.2
 
Repayment Dates
The
 
first
 
Repayment
 
Instalment
 
for
 
the
 
Loan
 
shall
 
be
 
repaid
 
on
 
19
 
September
 
2021,
 
each
 
subsequent
Repayment
 
Instalment
 
shall
 
be
 
repaid
 
at
 
three-monthly
 
intervals
 
thereafter
 
and
 
the
 
last
 
Repayment
Instalment together with the Balloon Instalment shall be repaid
 
on the Final Maturity Date."
(s)
 
by deleting clause 8.3 (
Extension of Final Maturity Date
) of the Loan Agreement in its entirety;
(t)
 
by deleting
 
in
 
Schedule
 
1 (
Lenders
 
and Commitments
) of
 
the Loan
 
Agreement
 
“$55,848,000”
 
in its
 
entirety
 
and
replacing
 
it
 
with
 
“$56,308,000
 
(of
 
which
 
the
 
amount
 
of
 
$55,848,000
 
has
 
been
 
drawn
 
on
 
11
 
May
 
2020
 
and
 
an
additional amount of $460,000 is available on the date
 
of the Supplemental Agreement)”;
(u)
 
by deleting Schedule 2 (
Drawdown Notice
) of the Loan Agreement in its entirety and replacing it with the following:
“
SCHEDULE 2
DRAWDOWN NOTICE
To:
 
Nordea Bank Abp, filial i Norge
Essendrops gate 7, Postboks
1166 Sentrum, 0107 Oslo
920058817 MVA, Norway
Attention: [Loans Administration]
[
•
] 2020
DRAWDOWN NOTICE
1
 
We refer to the loan agreement (the "
Loan Agreement
") dated [
•
] 2020 and made between ourselves, as joint and
several Borrowers, the Lenders
 
referred to therein, and
 
yourselves as Agent, as
 
Security Trustee, as Lead Arranger
and
 
as
 
Swap
 
Bank
 
in
 
connection
 
with
 
a
 
facility
 
of
 
up
 
to
 
(originally)
 
US$55,848,000.
 
Terms
 
defined
 
in
 
the
 
Loan
Agreement have their defined meanings when used in
 
this Drawdown Notice.
2
 
We request to borrow as follows:
(a)
 
Amount of [Advance A][Advance B]: US$[55,848,000][460,000];
(b)
 
Drawdown Date: [11
 
May 2020] [[•] 2021];
(c)
 
[Duration of the first Interest Period shall be [1][3] months;]
 
and
(d)
 
Payment instructions: account in our name and numbered [•]
 
with [•] of [•].
3
 
We represent and warrant that:
(a)
 
the representations
 
and warranties
 
in clause
 
10 of
 
the Loan
 
Agreement would
 
remain true
 
and not
 
misleading if
repeated on the date of this notice with reference to the circumstances
 
now existing; and
(b)
 
no Event of Default or Potential Event of Default has occurred
 
or will result from the borrowing of the Loan.
 
4
 
This notice cannot be revoked without the prior consent
 
of the Majority Lenders.
[Name of Signatory]
Director
for and on behalf of
KNOX SHIPPING COMPANY
 
INC.
BOKAK SHIPPING COMPANY
 
INC.
JEMO SHIPPING COMPANY
 
INC.
GUAM SHIPING COMPANY
 
INC.
PALAU SHIPPING
 
COMPANY INC.
MAKUR SHIPPING COMPANY
 
INC.
and
MANDARINGINA INC.
 
";
(v)
 
by construing
 
the definition
 
of, and
 
references throughout
 
to, each
 
Finance Document
 
as if
 
the same
 
referred to
that Finance Document as amended and supplemented by
 
this Agreement; and
(w)
 
by construing references
 
throughout to "this
 
Agreement"
 
and other like
 
expressions as
 
if the same
 
referred to the
Loan Agreement as amended and supplemented by this Agreement.
5.2
 
Amendments to Finance Documents
With effect
 
on and
 
from the
 
Effective Date
 
each of
 
the Finance
 
Documents (other
 
than the
 
Loan Agreement
 
and
each Mortgage which is amended
 
and supplemented by the relevant
 
Mortgage Addendum), shall be,
 
and shall be
deemed by this Agreement to be, amended as follows:
(a)
 
by substituting in the Finance Documents references “$55,848,000” with references to “an amount of (originally) up
to US$55,848,000 to re-finance existing indebtedness and an additional amount of US$460,000 to provide working
capital”;
(b)
 
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
 
;
(c)
 
the definition of,
 
and references throughout
 
each of the Finance
 
Documents to, a
 
Mortgage shall be
 
construed as
if the same referred to that Mortgage as amended and
 
supplemented by the relevant Mortgage Addendum; and
(d)
 
by construing references throughout each
 
of the Finance Documents to
 
"this Agreement", "this Deed" and
 
other like
expressions as if
 
the same referred
 
to such Finance
 
Documents as amended and
 
supplemented by this
 
Agreement.
5.3
 
Finance Documents to remain in full force and effect
The Finance Documents shall remain in full force and effect
 
as amended and supplemented by:
(a)
 
the amendments
 
to the
 
Finance
 
Documents contained
 
or referred
 
to in
 
Clause 5.1
 
(
Specific amendments
 
to the
Loan Agreement
) and Clause 5.2 (
Amendments to Finance Documents
); and
(b)
 
such further or consequential modifications as may be
 
necessary to give full effect to the terms of this
 
Agreement.
6
 
FURTHER ASSURANCE
6.1
 
Borrowers'
 
and each Security Party's obligation to execute
 
further documents etc.
The Borrowers and each Security Party shall:
(a)
 
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;
(b)
 
effect any registration or notarisation, give any notice
 
or take any other step,
which the Agent may, by notice to the Borrowers, specify for any of
 
the purposes described in Clause 6.2 or for any
similar or related purpose.
6.2
 
Purposes of further assurances
Those purposes are:
(a)
 
validly and effectively to
 
create any Security Interest
 
or right of
 
any kind which
 
the Agent 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
(b)
 
implementing the terms and provisions of this Agreement.
6.3
 
Terms of further assurances
The Security Trustee may specify
 
the terms of any
 
document to be executed
 
by the Borrowers 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.
6.4
 
Obligation to comply with notice
Each Borrower or any
 
Security Party shall comply with a
 
notice under Clause 6.1 by
 
the date specified in
 
the notice.
7
 
FEES
The Borrowers shall pay to the Agent on or before the
 
date of this Agreement an amendment fee of $141,000
 
.
8
 
COSTS AND EXPENSES
Clause
 
20.4
 
(
Costs
 
of
 
variations,
 
amendments,
 
enforcement
 
etc.
)
 
of
 
the
 
Loan
 
Agreement,
 
as
 
amended
 
and
supplemented
 
by
 
this
 
Agreement,
 
applies
 
to
 
this
 
Agreement
 
as
 
if
 
it
 
were
 
expressly
 
incorporated
 
in
 
it
 
with
 
any
necessary modifications.
9
 
NOTICES
Clause
 
28
 
(
Notices
) of
 
the
 
Loan
 
Agreement,
 
as amended
 
and
 
supplemented
 
by
 
this
 
Agreement,
 
applies
 
to
 
this
Agreement as if it were expressly incorporated in it with
 
any necessary modifications.
10
 
COUNTERPARTS
This Agreement may be executed
 
in any number of counterparts, and
 
this has the same effect
 
as if the signatures
on the counterparts were on a single copy of this Agreement.
11
 
GOVERNING LAW
This Agreement and any non-contractual obligations
 
arising out of or in connection with it are governed
 
by English
law.
12
 
ENFORCEMENT
12.1
 
Jurisdiction
(a)
 
The
 
courts
 
of
 
England
 
have
 
exclusive
 
jurisdiction
 
to
 
settle
 
any
 
dispute
 
arising
 
out
 
of
 
or
 
in
 
connection
 
with
 
this
Agreement
 
(including
 
a
 
dispute
 
regarding
 
the
 
existence,
 
validity
 
or
 
termination
 
of
 
this
 
Agreement
 
or
 
any
 
non-
contractual obligation arising out of or in connection with
 
this Agreement) (a "
Dispute
").
(b)
 
The Security
 
Parties
 
accept
 
that the
 
courts
 
of England
 
are the
 
most appropriate
 
and convenient
 
courts
 
to
 
settle
Disputes and accordingly no Security Party will argue to
 
the contrary.
(c)
 
This Clause 12.1 (
Jurisdiction
) is for the benefit of the
 
Creditor Parties only.
 
As a result, no Secured Party
 
shall be
prevented from taking proceedings relating
 
to a Dispute in any other
 
courts with jurisdiction. To
 
the extent allowed
by law, the Creditor Parties
 
may take concurrent proceedings in any number of jurisdictions.
12.2
 
Service of process
(a)
 
Without prejudice to any other mode of service allowed under
 
any relevant law, each
 
Security Party:
(i)
 
irrevocably
 
appoints
 
Hill
 
Dickinson
 
Services
 
(London)
 
Ltd,
 
at
 
its
 
registered
 
office
 
for
 
the
 
time
 
being,
presently at 7
 
Duke’s Place,
 
London EC3A
 
7LP,
 
England as its
 
agent for service
 
of process in
 
relation to
any proceedings before the English courts in connection
 
with any Finance Document; and
(ii)
 
agrees that failure by a process agent to notify the relevant Security Party of the process will not invalidate
the proceedings concerned.
(b)
 
If any person
 
appointed as
 
an agent for
 
service of
 
process is unable
 
for any reason
 
to act as
 
agent for service
 
of
process, the Borrowers
 
(on behalf of
 
all the Security
 
Parties) must immediately
 
(and in any
 
event within five
 
days
of such
 
event taking
 
place) appoint
 
another agent
 
on terms
 
acceptable to
 
the Agent.
 
Failing this,
 
the Agent
 
may
appoint another agent for this purpose.
This Agreement has been entered into on the date
 
stated at the beginning of this Agreement.
SCHEDULE 1
THE LENDERS AND COMMITMENTS
Lender
Lending Office
Commitment
(US Dollars)
Nordea Bank Abp,
filial i Norge
Essendrops gate 7, Postboks
1166 Sentrum, 0107 Oslo
920058817 MVA
Norway
$56,308,000
 
(of
 
which
 
the
 
amount
 
of
$55,848,000 has been drawn on 11 May
2020
 
and
 
an
 
additional
 
amount
 
of
$460,000 is available
 
on the date
 
of the
Supplemental Agreement)
 
SCHEDULE 2
EFFECTIVE DATE
 
CERTIFICATE
To:
KNOX SHIPPING COMPANY
 
INC.
BOKAK SHIPPING COMPANY
 
INC.
JEMO SHIPPING COMPANY
 
INC.
GUAM SHIPING COMPANY
 
INC.
PALAU SHIPPING
 
COMPANY INC.
MAKUR SHIPPING COMPANY
 
INC.
MANDARINGINA INC.
[●] 2021
Loan Agreement dated 7 May 2020
 
(as amended and supplemented,
 
the "Loan Agreement") and made
 
between (i)
KNOX
 
SHIPPING
 
COMPANY
 
INC
.,
BOKAK
 
SHIPPING
 
COMPANY
 
INC.
,
JEMO
 
SHIPPING
 
COMPANY
 
INC.
,
GUAM
SHIPPING
 
COMPANY
 
INC.
,
PALAU
 
SHIPPING
 
COMPANY
 
INC.
,
MAKUR
 
SHIPPING
 
COMPANY
 
INC.
 
and
MANDARINGINA INC.,
 
as joint and
 
several borrowers, (ii)
 
the banks and
 
financial institutions
 
listed in schedule
 
1
thereto as
 
lenders, (iii)
 
NORDEA BANK
 
ABP as
 
swap bank
 
and (iv)
 
ourselves as
 
agent, security
 
trustee and
 
lead
arranger in respect of a loan facility of (originally)
 
up to US$55,848,000
Dear Sirs,
We
 
refer
 
to
 
the
 
supplemental
 
agreement
 
dated
 
[●]
 
July
 
2021
 
(the
 
"
Supplemental
 
Agreement
")
 
relating
 
to
 
the
 
Loan
Agreement.
Words and expressions defined in the Loan
 
Agreement shall have the same meanings when used
 
herein.
We hereby confirm that
 
all conditions precedent referred
 
to in Clause 3.2
 
of Supplemental Agreement have
 
been satisfied
[save for as described below which
 
shall be satisfied within 5 Business Days of
 
the date of this confirmation]. In accordance
with Clause 3.2 of the Supplemental Agreement the Effective
 
Date is the date of this certificate.
[Outstanding Conditions Precedent: [●]]
for and on behalf of
NORDEA BANK ABP,
 
FILIAL I NORGE
EXECUTION PAGES
BORROWERS
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
KNOX SHIPPING COMPANY
 
INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
BOKAK SHIPPING COMPANY
 
INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
JEMO SHIPPING COMPANY
 
INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
GUAM SHIPING COMPANY
 
INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
PALAU SHIPPING
 
COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
MAKUR SHIPPING COMPANY
 
INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
SIGNED
 
by
)
duly authorised
)
for and on behalf of
)
MANDARINGINA INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
LENDERS
SIGNED
 
by
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP,
 
FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
THE SWAP BANK
SIGNED
 
by
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
THE AGENT
SIGNED
 
by
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP,
 
FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
THE SECURITY TRUSTEE
SIGNED
 
by
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP,
 
FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
LEAD ARRANGER
SIGNED
 
by
)
)
duly authorised
)
for and on behalf of
)
NORDEA BANK ABP,
 
FILIAL I NORGE
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
 
 
COUNTERSIGNED
 
this
 
day
 
____
 
July
 
2021
 
for
 
and
 
on
 
behalf
 
of
 
each
 
of
 
the
 
following
 
Security
 
Parties
 
which,
 
by
 
its
execution hereof, confirms and acknowledges that
 
it has read and understood the terms and conditions
 
of this 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 Borrowers under the Loan
 
Agreement and the other
Finance Documents (each as amended and supplemented
 
by this Agreement).
for and on behalf of
Diana Shipping Services S.A.
as Approved Manager
for and on behalf of
Diana Shipping Inc.
as Corporate Guarantor