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FIRST SUPPLEMENTAL AGREEMENT
in relation to a Loan Agreement dated 22nd November, 2019
for a secured floating interest rate loan facility of up to US
$11,000,000
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CLAUSE
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HEADINGS
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PAGE
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1.
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DEFINITIONS
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2
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2.
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REPRESENTATIONS AND WARRANTIES
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4
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3.
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AGREEMENT OF THE LENDER
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5
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4.
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CONDITIONS
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5
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5.
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VARIATIONS TO THE PRINCIPAL AGREEMENT
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6
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6.
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CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
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15
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7.
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ENTIRE AGREEMENT AND AMENDMENT
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16
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8.
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FEES AND EXPENSES
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16
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9.
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MISCELLANEOUS
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16
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10.
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LAW AND JURISDICTION
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17
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| (1) |
ALPHA BANK S.A., a banking société anonyme having its registered office at 40 Stadiou Street, Athens, Greece, with General Commercial Registry Corporate
Registration Number: 159029160000 having its registered office at 40 Stadiou Street, Athens, Greece, acting through its Piraeus Shipping branch at 93 Akti Miaouli, Piraeus 18538, Greece, as universal successor, and where applicable
assignee, of ALPHA SERVICES AND HOLDINGS S.A. with General Commercial Registry Corporate Registration Number: 000223701000 with former corporate name “ALPHA BANK S.A.” (also known as Alpha Bank A.E.) (herein “ASH”) has succeeded ASH, as
lender due to the demerger of ASH and hive-down of the business activity sector of ASH, by the establishment of a new company namely “ALPHA BANK S.A.” with General Commercial Registry Corporate Registration Number: 159029160000 in
accordance with the provisions of the Hellenic Laws 2515/1997 (article 16) and 4601/2019 (articles 54, 57 and 59-74) and the Decision of the Hellenic Ministry of Development and Investments bearing serial No. 45.089/16.4.2021 which was
published at the respective file of each of ASH and Alpha Bank S.A under the Serial Numbers: 45116/16.04.2021 και 45.123/16.4.2021 respectively kept with the General Commercial Registry pursuant to which ALPHA BANK S.A. with General
Commercial Registry Corporate Registration Number: 159029160000 has substituted ASH as universal successor thereof (hereinafter called the “Lender”, which expression shall include
its successors and assigns); and
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| (2) |
SPETSES SHIPPING CO., a corporation duly incorporated in the Republic of the Marshall Islands, whose registered address is at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (and includes its successors) (the “Borrower”),
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| (A) |
pursuant to a deed of release of security and obligations dated 16 January, 2024 (the “Deed of Partial Release”) made between (a) the Borrower, as remaining borrower, (b) the Pikachu Borrower, as
released borrower, (c ) CASTOR MARITIME INC., of the Marshall Islands, as Corporate Guarantor and Pledgor, (d) PAVIMAR S.A., of the Marshall Islands, as Approved Manager and (e) the Lender, the Lender agreed (i) to release the Pikachu
Borrower from its obligations and liabilities created under the Released Finance Documents (as such term is defined in the Deed of Partial Release), (ii) to partly release the Corporate Guarantor/Pledgor and the Approved Manager from their
respective obligations and liabilities created under the Released Finance Documents to which they are a party to the extent they pertain to the Pikachu Borrower’s shares and to the Released Vessel (as such term is defined below) and (iii)
to release all the Security Interests created under the Released Finance Documents to the extent permitted therein in favour of the Lender;
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| (B) |
the Borrower hereby acknowledges and confirms that (a) the Lender has originally advanced to the Borrower and the Pikachu Borrower, as joint and several borrowers, the full amount of the Commitment in the principal amount of United States Dollars Eleven million ($11,000,000) and (b) as at the date hereof the principal amount of United States Dollars Two Million One Hundred Ninety Thousand (US$ 2,190,000) in respect of the Loan remains outstanding;
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| (C) |
pursuant to a Corporate Guarantee dated 22nd November, 2019 (the
“Corporate Guarantee”), Castor Maritime Inc., of the
Marshall Islands (the “Corporate Guarantor”) irrevocably and unconditionally guaranteed the due and timely repayment of the Loan and interest and default interest accrued thereon
and all other monies payable under the Loan Agreement and the Security Documents and the performance of all the obligations of (inter alios) the Borrower under the Loan Agreement and the Security Documents executed in accordance thereto;
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| (D) |
pursuant to an Approved Manager’s Undertaking dated 29 November, 2019 (the “Approved Manager’s Undertaking”) Pavimar S.A., of the Republic of the Marshall
Islands and also having an office established in Greece (at 17 km National Road Athens-Lamia and 25 Foinikos Street, Kifissia 145 64, Greece) under laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date
hereof) (the “Approved Manager”), has (inter alia) subordinated any claims it may have against (inter alios) the Borrower and/or (inter
alia) the Vessel to the claims of the Lender under the Loan Agreement and the Security Documents as security for the Outstanding Indebtedness;
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| (E) |
pursuant to a Shares Pledge Agreement (Σύμβασις συστάσεως ενεχύρου επί μετοχών) dated 22 November, 2019 (the “Shares Pledge”), the Corporate Guarantor, acting under its capacity as sole shareholder of the Borrower granted a pledge in respect of the
shares of (inter alios) the Borrower as security for the Outstanding Indebtedness;
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| (F) |
the Borrower and the other Security Parties acknowledge the discontinuation of LIBOR and the consequential need for the Principal Agreement to be amended to provide for a replacement benchmark rate; and
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| (G) |
to address the issue of LIBOR discontinuation the Lender shall grant its consent to the replacement of LIBOR by Term SOFR conditionally upon terms that the Principal Agreement shall be amended in the manner hereinafter set out in Clause
5 (Variations to the Principal Agreement) of this Supplemental Agreement.
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1.
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DEFINITIONS
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| 1.1 |
Defined terms and expressions
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| 1.2 |
Additional definitions
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| 1.3 |
Application of interpretation provisions of Loan Agreement
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| 2. |
REPRESENTATIONS AND WARRANTIES
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| 2.1 |
Representations and warranties under the Finance Documents
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| 2.2 |
Additional Representations and warranties
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| a. |
each of the corporate Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation, has full power to carry on its business as it is now being conducted and to enter into and
perform its obligations under the Principal Agreement this Supplemental Agreement and the Mortgage Amendment, as appropriate, and has complied with all statutory and other requirements relative to its business;
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| b. |
all necessary licences, consents and authorities, governmental or otherwise under this Supplemental Agreement, the Principal Agreement and the other Transaction Documents have been obtained and, as of the date of this Supplemental
Agreement, no further consents or authorities are necessary for any of the Security Parties to enter into this Supplemental Agreement and the other Transaction Document(s) or otherwise perform its obligations hereunder;
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| c. |
each of the Transaction Documents constitutes, the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;
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| d. |
the execution and delivery of, and the performance of the provisions of the Transaction Documents do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any
of the Security Parties or its respective constitutional documents;
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| e. |
no action, suit or proceeding is pending against the Borrower and the other Security Parties or their assets before any court, board of arbitration or administrative agency which could or might result in any material adverse change in
the business or condition (financial or otherwise) of the Borrower or any of the other Security Parties; and
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| f. |
neither the Borrower nor any of the other Security Parties is and at the Effective Date will be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation
which constitutes a Material Adverse Change.
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| 2.3 |
Survival
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| 3. |
AGREEMENT OF THE LENDER
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| 4. |
CONDITIONS
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| 4.1 |
Conditions
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| a. |
a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of the Borrower and each of the other corporate Security Parties;
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| b. |
a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them;
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| c. |
certified and duly legalised copies of resolutions duly passed by the Board of Directors, or the Sole Director as the case may be, of the Borrower, evidencing approval of this Supplemental Agreement and each of the other Transaction
Documents to which the Borrower is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on its behalf or other evidence of
such approvals and authorisations as shall be acceptable to the Lender;
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| d. |
the original of any power(s) of attorney issued in favour of any person executing this Supplemental Agreement and each of the other Transaction Documents to which the Borrower is or is to be a party;
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| e. |
all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and each of the other Transaction Documents;
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| f. |
such favourable legal opinions from lawyers acceptable to the Lender and their legal advisors as the Lender shall require; and
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| g. |
the Mortgage Amendment duly executed by the respective parties thereto and, where appropriate, duly registered through the appropriate Registry over the Vessel in favour of the Lender.
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| 5. |
VARIATIONS TO THE PRINCIPAL AGREEMENT
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| 5.1 |
Amendments
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| a. |
with retrospective effect as from the Rate Switch Date, the following definitions in Clause 1.2 (Definitions) of the Principal Agreement shall be amended to read as follows:
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| b. |
with retrospective effect as from the Rate Switch Date, the terms “Banking Day” and “Banking Days” shall be replaced by the terms “Business Day” and “Business Days” throughout the Principal Agreement and the Security Documents and the definition “Banking Day” shall be
replaced by the following new definition, which shall be added in alphabetical order in Clause 1.2 (Definitions) of the Principal Agreement:
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| (a) |
a day (other than a Saturday or Sunday) on which banks are open for general business in Athens and Piraeus;
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| (b) |
in New York; and
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| (c) |
(in relation to the fixing of any interest rate which is required to be determined under this Agreement or any Finance Document), a US Government Securities Business Day;”;
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| c. |
with retrospective effect as from the Rate Switch Date, the following new definitions shall be added in alphabetical order in Clause 1.2 (Definitions) of the Principal Agreement:
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(a)
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either:
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| (i) |
the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which
is less than the Interest Period of the Loan or that part of the Loan; or
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| (ii) |
if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for a day which is no more than three US Government Securities Business Days
(and no less than two US Government Securities Business Days) before the Quotation Day; and
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| (b) |
the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which
exceeds the Interest Period of the Loan or that part of the Loan.
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| (a) |
the applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; and
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| (b) |
the applicable Term SOFR for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan;
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| (a) |
the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
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| (b) |
as otherwise determined pursuant to Clause 3.8 (Unavailability of Term SOFR),
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| (a) |
a Saturday or a Sunday; and
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| (b) |
a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in US Government securities;”;
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| d. |
with retrospective effect as from the Rate Switch Date, Clause 3 (Interest) of the Principal Agreement shall be amended to read as follows:
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| “3.1 |
Normal Interest Rate
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| (a) |
the Margin; and
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| (b) |
the Reference Rate for that Interest Period.
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| 3.2 |
Selection of Interest Periods
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| 3.3 |
Determination of Interest Periods
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| (a) |
Initial Interest Period: each Interest Period will commence forthwith upon the expiry of the preceding Interest Period;
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| (b) |
Interest tranches: if any Interest Period in respect of the Loan would otherwise overrun one or more Repayment Dates, then, in the case of the last Repayment Date,
such Interest Period shall end on such Repayment Date, and in the case of any other Repayment Date or Dates the amount of the Loan shall be divided into parts so that there is one part equal to the amount of the relevant Repayment
Instalment or Repayment Instalments due on each Repayment Date falling during that Interest Period and having an Interest Period ending on the relevant Repayment Date and another part equal to the amount of the balance of the Loan having
an Interest Period determined in accordance with Clause 3.2 (Selection of Interest Periods) and the other provisions of this Clause 3.3 and the other provisions of this Clause 3.3;
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| (c) |
Final Interest Period: no Interest Period in respect of the Loan shall extend beyond the Final Maturity Date;
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| (d) |
Failure to notify: if the Borrowers fail to specify the duration of an Interest Period in accordance with the provisions of Clause 3.2 (Selection of Interest Periods) and this Clause 3.3, such
Interest Period shall have a duration of three (3) months unless another period shall be determined by the Lender at its sole discretion provided, always, that such period (whether of three (3) months or of different duration) shall
comply with this Clause 3.3,
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| (i) |
any Interest Period which commences on the last day of a calendar month, and any Interest Period which commences on the day on which there is no numerically corresponding day in the calendar month during which
such Interest Period is due to end, shall end on the last Business Day of the calendar month during which such Interest Period is due to end; and
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| (ii) |
if the last day of an Interest Period is not a Business Day the Interest Period shall be extended until the next following Business Day unless such next following Business Day falls in the next calendar month
in which case such Interest Period shall be shortened to expire on the preceding Business Day.
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3.4
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Default Interest
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| (a) |
Default interest: If the Borrowers fail to pay any sum (including, without limitation, any sum payable pursuant to this Clause 3.4) on its due date for payment under any of the Finance Documents,
the Borrowers shall pay interest on such sum from the due date up to the date of actual payment (as well after as before judgement) at the rate determined by the Lender pursuant to this Clause 3.4. The period beginning on such due date
and ending on such date of payment shall be divided into successive periods as selected by the Lender each of which (other than the first, which shall commence on such due date) shall commence on the last day of the preceding such
period. The rate of interest applicable to each such period shall be the aggregate (as determined by the Lender) of (i) two per cent (2%) per annum, (ii) the Margin and (iii) the Reference Rate. Such interest shall be due and payable on the last day of each such period as determined by the Lender and each such day shall, for
the purposes of this Agreement, be treated as an Interest Payment Date, provided that if such unpaid sum is of principal which became due and payable by reason of a declaration by the Lender under Clause 9.2 (Consequences of
Default – Acceleration) or a prepayment pursuant to Clauses 4.2 (Voluntary Prepayment), 4.3 (Compulsory Prepayment in case of Total Loss or sale of a Vessel), 8.5(a)(i), 12.1 (Unlawfulness) and 12.2 (Increased
cost) on a date other than an Interest Payment Date relating thereto, the first such period selected by the Lender shall be of a duration equal to the period between the due date of such principal sum and such Interest Payment Date
and interest shall be payable on such principal sum during such period at a rate two per cent (2%) above the rate applicable thereto immediately before it fell due. If for the reasons specified in Clause 3.6 (Market disruption),
the Lender is unable to determine a rate in accordance with the foregoing provisions of this Clause 3.4, interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Lender to be two per cent
(2%) per annum above what is or, as the case may be, would be payable under Clause 3.7(a).”;
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| 3.5 |
Notification of duration of Interest Periods and interest rate
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| 3.6 |
Market disruption
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| 3.7 |
Cost of funds
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| (a) |
If this Clause 3.7 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall not be calculated as per clause 3.1 but, instead,
shall be the percentage rate per annum which is the sum of:
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(i)
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the Margin; and
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| (ii) |
the rate notified by the Lender to the Borrowers, which expresses as a percentage rate per annum the Lender’s cost of funds relating to the Loan or the relevant part thereof.
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| (b) |
If this Clause 3.7 (Cost of funds) applies and the Lender or the Borrowers so require, the Lender and the Borrowers shall enter into negotiations (for a period of not more than 20 days) with a view to
agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.
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| (c) |
Subject to Clause 3.9 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lender and the Borrowers, be
binding on all Parties.
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| (d) |
If any rate notified under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
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| (e) |
If no substitute or alternative basis agreed pursuant to paragraph (b) above, the Borrowers may give the Lender not less than 5 days’ notice of their intention to
prepay the Loan at the end of the interest period set by the Lender.
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| (f) |
A notice under paragraph (e) above shall be irrevocable; and on the last Business Day of the interest period set by the Lender the Borrowers shall prepay (without
premium or penalty) the Loan, together with accrued interest thereon at the applicable interest rate and the balance of the Outstanding Indebtedness.
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| (g) |
The provisions of Clause 4 (Repayment-Prepayment) shall apply in relation to the prepayment made hereunder.
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3.8
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Unavailability of Term SOFR
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| (a) |
Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the
Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
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| (b) |
Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the Historic Term SOFR for the Loan or that part of
the Loan.
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| (c) |
Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be
the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
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| (d) |
Cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Term Historic SOFR, there shall be no Reference Rate for the Loan or that part of the
Loan (as applicable) and Clause 3.7 (Cost of Funds) shall apply to the Loan or that part of the Loan for that Interest Period.
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3.9
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Changes to reference rates
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| (a) |
If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
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(i)
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providing for the use of a Replacement Reference Rate; and
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| (A) |
aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
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| (B) |
enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that
Replacement Reference Rate to be used for the purposes of this Agreement);
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| (C) |
implementing market conventions applicable to that Replacement Reference Rate;
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| (D) |
providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
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| (E) |
adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that
Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that
designation, nomination or recommendation),
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| (b) |
In this Clause 3.9 (Changes to reference rates):
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| (a) |
SOFR; or
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| (b) |
Term SOFR for any Quoted Tenor;
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| (a) |
Term SOFR (all Quoted Tenors), 10 US Government Securities Business Days; and
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| (b) |
SOFR, 10 US Government Securities Business Days.
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| (a) |
the methodology, formula or other means of determining that Published Rate has, in the opinion of the Lender, materially changed;
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| (A) |
the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
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| (B) |
information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or
judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,
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| (ii) |
the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to
continue to provide that Published Rate;
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| (iii) |
the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
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| (iv) |
the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
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| (c) |
the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance
with its reduced submissions or other contingency or fallback policies or arrangements and either:
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| (i) |
the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender) temporary; or
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| (ii) |
that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or
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| (d) |
in the opinion of the Lender (in prior consultation with the Borrower but without requiring Borrower’s consent), that Published Rate is otherwise no longer appropriate for the purposes of calculating interest
under this Agreement.
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| (a) |
formally designated, nominated or recommended as the replacement for a Published Rate by:
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| (i) |
the administrator of that Published Rate; or
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| (ii) |
any Relevant Nominating Body,
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| (b) |
in the opinion of the Lender, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
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| (c) |
in the opinion of the Lender, an appropriate successor or alternative to a Published Rate.”;
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| e. |
with retrospective effect as from the Rate Switch Date, the following definitions in Clause 1.2 (Definitions) of the Principal Agreement shall be deleted:
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| 5.2 |
Security Documents
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| 5.3 |
Construction
|
| (a) |
With effect from the Effective Date all references in the Principal Agreement and the other Finance Documents to:
|
| (i) |
“this Agreement”, “hereunder”, “herein” and the like and in the Security Documents to the “Loan Agreement” shall be construed as references to the Principal Agreement as amended and/or supplemented by this Supplemental Agreement; and
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| (ii) |
“Mortgage” shall be construed as references to the Mortgage, as amended and/or supplemented by the Mortgage Amendment; and
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| (b) |
With effect from the Rate Switch Date all references in the Principal Agreement and the other Finance Documents to Clause 3.6 (Market disruption – Non Availability)’ shall be amended to
read:
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| 6. |
RECONFIRMATION
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| 6.1 |
Reconfirmation of obligations
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| 6.2 |
Acknowledgement
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| 7. |
CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
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| 8. |
ENTIRE AGREEMENT AND AMENDMENT
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| 8.1 |
Entire Agreement
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| 8.2 |
Supplemental Agreement - Application of Principal Agreement provisions
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| 9. |
COSTS AND EXPENSES
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| 9.1 |
Costs and expenses
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| 9.2 |
Stamp Duty etc.
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| 10. |
ASSIGNMENT
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| 11. |
MISCELLANEOUS
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| 11.1 |
Incorporation of Loan Agreement provisions
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| 11.2 |
Counterparts
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| 12. |
LAW AND JURISDICTION
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| 12.1 |
Governing Law
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| 12.2 |
Third Party Rights
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SIGNED by
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)
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||
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Myrsini Rafaela Chiotelli
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)
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||
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for and on behalf of
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)
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||
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SPETSES SHIPPING CO.,
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)
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/s/ Myrsini Rafaela Chiotelli
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|
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of the Marshall Islands, in the presence of:
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)
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Attorney-in-fact
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Witness:
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/s/ Efstratios Kalantzis
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Name:
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Efstratios Kalantzis
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|
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Address:
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Seneka 10
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|
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Kifissia, Greece
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||
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Occupation:
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Attorney-at-law
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SIGNED by
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)
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||
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Mr. and
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)
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/s/ [Illegible]
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|
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Mrs.
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)
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Attorney-in-fact
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|
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for and on behalf of
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)
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||
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ALPHA BANK S.A.,
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)
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||
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in the presence of:
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)
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/s/ Christina Aroni
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|
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Attorney-in-fact
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Witness:
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/s/ [Illegible]
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Name:
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[Illegible]
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Address:
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Defteras Merarchias 13
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Piraeus, Greece
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|
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Occupation:
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Attorney-at-law
|
| (a) |
as at the date hereof the principal sum of United States Dollars Two Million One Hundred Ninety
Thousand (US$ 2,190,000) in respect of the Loan remains outstanding;
|
| (b) |
notwithstanding the variation to the Principal Agreement contained in Clause 5 (Variations to the Principal Agreement) of the above First Supplemental Agreement, the provisions of the Corporate Guarantee (as defined therein) executed by us in favour of the Lender shall remain in full force and effect as security of
the obligations of the Borrower under the Principal Agreement, as amended by the above First Supplemental Agreementand in respect of all sums due to the Lender under the Principal Agreement (as so amended), and we shall remain liable under
the Corporate Guarantee (as defined therein) for all obligations and liabilities assumed by us under the Corporate Guarantee (as defined therein); and
|
| (c) |
notwithstanding the variation to the Principal Agreement contained in Clause 5 (Variations to the Principal Agreement) of the above First Supplemental Agreement, the provisions of the
Shares Pledge (as defined therein) executed by us in favor of the Lender shall remain in full force and effect as security of the obligations of the Borrower under the Principal Agreement, as amended by the above First Supplemental
Agreementand in respect of all sums due to the Lender under the Principal Agreement (as so amended), and we shall remain liable under the Shares Pledge (as defined therein) for all obligations and liabilities assumed by us thereunder.
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/s/ Petros Panagiotidis
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Petros Panagiotidis
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Attorney-in-fact
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| (a) |
as at the date hereof the principal sum of United States Dollars Two Million One Hundred Ninety
Thousand (US$ 2,190,000) in respect of the Loan remains outstanding; and
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| (b) |
notwithstanding the variation to the Principal Agreement contained in Clause 5 (Variations to the Principal Agreement) of the above First Supplemental Agreement, the provisions of the Approved Manager’s Undertaking (as defined therein) executed by us in favour of the Lender shall remain in full force and effect as
security of the obligations of the Borrower under the Principal Agreement, as amended by the above First Supplemental Agreementand in respect of all sums due to the Lender under the Principal Agreement (as so amended), and we shall remain
liable under the Approved Manager’s Undertaking (as defined therein) for all obligations and liabilities assumed by us under the Approved Manager’s Undertaking (as defined therein).
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/s/ Viktoria Poziopoulou
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Viktoria Poziopoulou
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Attorney-in-fact
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