Grindrod Shipping (GRIN) 20FR12B/A Initial registration of securities (foreign private issuers) (amended)

Exhibit 4.13

Execution version

SUPPLEMENTAL LETTER

To:

Grindrod Shipping Pte. Ltd.

200 Cantonment Road

#03-01 Southpoint

Singapore, 089763

as Borrower

IVS Bulk 462 Pte. Ltd.

IVS Bulk 511 Pte. Ltd.

IVS Bulk 512 Pte. Ltd.

Unicorn Ross Pte. Ltd.

Unicorn Baltic Pte. Ltd.

Unicorn Ionia Pte. Ltd.

IVS Bulk 430 Pte. Ltd.

IVS Bulk 611 Pte. Ltd.

each of

200 Cantonment Road

#03-01 Southpoint

Singapore, 089763

as Owners

Grindrod Limited

Quadrant House
115 Margaret Mncadi Avenue
Durban

South Africa

as Shareholder

27 August 2015

Dear Sirs

Loan Agreement dated 7 July 2011 (as supplemented by a supplemental letter dated 20 August 2013) made between (i) Grindrod Shipping Pte. Ltd as Borrower, (ii) the banks and financial institutions listed in Schedule 1 to the Loan Agreement as Lenders, (iii) the banks and financial institutions listed in Schedule 2 to the Loan Agreement as Swap Banks, (iv) Crédit Agricole Corporate and Investment Bank, Standard Chartered Bank, Singapore Branch, DVB Group Merchant Bank (Asia) Ltd and BNP Paribas, Singapore Branch as Mandated Lead Arrangers and (v) Crédit Agricole Corporate and Investment Bank as Agent and Security Trustee in relation to a loan facility of US$123,000,000 comprising (a) a term loan facility of US$73,000,000 and (b) a revolving credit facility of US$50,000,000 (the “Loan Agreement”).

1We refer to the Loan Agreement.  Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.

2Pursuant to paragraph (b) of Clause 8.9 (Mandatory prepayment on a sale or Total Loss) of the Loan Agreement, Unicorn Scotia Pte. Ltd. (the “Outgoing Owner”) has sold the ship listed as Ship 9 in Schedule 6 to the Loan Agreement (m.v. “KEI”) (the “Sold Ship”) and the proceeds of sale in the amount of US$13,050,000 plus any interest earned on that amount (the “Sale Proceeds”) are held by the Security Trustee.

3The Borrower has therefore requested the consent of the Creditor Parties to:

(a)replace the Sold Ship with m.v. “IVS KINGBIRD” (the “Substitute Ship”) owned by IVS Bulk 475 Pte. Ltd. (the “New Owner”));

(b)the appointment of Grindrod Ship Management, a division of Grindrod Shipping Pte. Ltd. as Approved Manager in its capacity as technical manager of the Substitute Ship;

(c)the appointment of Island View Shipping, a division of Grindrod Shipping Pte. Ltd. as Approved Manager in its capacity as commercial manager of the Substitute Ship;

(d)the replacement of Grindrod Shipping Limited with Grindrod Limited as Shareholder; and

(e)the release of the Sale Proceeds to the Outgoing Owner.

4The Lenders confirm their agreement to the Borrower’s requests in paragraph 2 on and with effect from the date on which the Agent receives the following in form and substance satisfactory to it (the “Effective Date”):

(a)for the Borrower, each Owner, the New Owner and the Shareholder, documents of the kind specified in Schedule 4, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement as amended and supplemented by this letter and updated with appropriate modifications to refer to this letter and the documents referred to in paragraph 4(e) of this letter (or, in the case of those documents previously provided pursuant to Schedule 4, Part A, paragraph 2 of the Loan Agreement, confirmation they have not been amended and remain in full force and effect);

(b)an executed original of this letter;

(c)the originals of any mandates or other documents required in connection with the opening or operation of the Operating Account by the New Owner;

(d)evidence that the New Owner has satisfied the conditions precedent set out in Part B of Schedule 4 to the Loan Agreement;

(e)a duly executed original of the following documents, each in the Agreed Form:

(i)Shares Pledge in respect of the New Owner granted by the Borrower in favour of the Security Trustee (and of each document required to be delivered by the Shares Pledge); and

(ii)Account Security Deed in relation to the Operating Account of the New Owner granted by the New Owner in favour of the Agent and Security Trustee (and of each document required to be delivered by the Account Security Deed);

(f)such documents and evidence as the Agent shall require in relation to the New Owner based on applicable law and regulations, and the Agent’s own internal guidelines, relating to the Agent’s knowledge of its customers;

(g)documentary evidence that each agent for service of process nominated by the New Owner has accepted its appointment;

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(h)favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of Singapore and such other relevant jurisdictions as the Agent may require; and

(i)evidence that the fees, costs and expenses due from the Borrower in connection with the this letter and any of the transactions contemplated by this letter have been paid or will be paid by the Effective Date.

5On and from the Effective Date, the Loan Agreement shall be amended as follows:

(a)the New Owner shall replace the Outgoing Owner as one of the Owners;

(b)the definition of Approved Manager shall be amended so that the Approved Manager in relation to Ship 9 shall be each of:

(i)Grindrod Ship Management, a division of Grindrod Shipping Pte. Ltd. of 200 Cantonment Road, #03-01, Southpoint, Singapore, 089763; and

(ii)Island View Shipping, a division of Grindrod Shipping Pte. Ltd. of 200 Cantonment Road, #03-01, Southpoint, Singapore, 089763;

(c)by deleting Schedule 6 to the Loan Agreement and replacing it with the schedule in the form attached as the appendix to this letter;

(d)the definition of Shareholder shall be amended to read:

““Shareholder” means Grindrod Limited, a company incorporated in South Africa whose registered office is at Quadrant House, 115 Margaret Mncadi Avenue, Durban, South Africa;”

(e)clauses 11.19, 11.20 and 11.21 of the Loan Agreement shall not apply to Ship 9 and the General Assignment to be provided in respect of Ship 9 shall not include an assignment of Warranties; and

(f)by construing all references in the Loan Agreement to “this Agreement” and all references in the other Finance Document to “the Loan Agreement” as references to the Loan Agreement as amended and supplemented by this letter.

6On the Effective Date:

(a)the Agent (on behalf of the Creditor Parties) shall enter into a deed of release and reassignment in respect of the Shares Pledge provided by the Borrower in relation to the Outgoing Owner and the other Security Interests in relation to the Sold Ship; and

(b)the Security Trustee shall release the Sale Proceeds to the Outgoing Owner.

7All other terms and conditions of the Loan Agreement, the other Finance Documents and the Master Agreements are to remain in full force and effect.

8This letter may be executed in any number of counterparts.

9This letter shall be governed by, and construed in accordance with, English Law.  The provisions of Clauses 30.2 and 30.6 (inclusive) of the Loan Agreement shall be incorporated into this letter as if set out in full herein with references to this Agreement construed as references to this letter.

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Please confirm your agreement to this letter by signing below.

/s/ Gareth Lond Attorney-in-fact

for and on behalf of

Crédit Agricole Corporate and Investment Bank

as Agent for the Creditor Parties

We hereby acknowledge receipt of the above letter and confirm our agreement to the terms hereof and confirm that the Finance Documents to which we are a party (and as amended in accordance with the terms of this letter) shall remain in full force and effect and shall continue to stand as security for our obligations under the Loan Agreement, the Finance Documents and the Master Agreements.

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

Grindrod Shipping Pte. Ltd.

as Borrower

27 August 2015

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We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Finance Documents, including for the avoidance of doubt the Guarantees, to which we are each a party (and as amended in accordance with the terms of this letter) shall remain in full force and effect and shall continue to secure the obligations of the Borrower under the Master Agreements, the Loan Agreement and Finance Documents as amended by this letter.

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

IVS Bulk 462 Pte. Ltd.

as an Owner

27 August 2015

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

IVS Bulk 511 Pte. Ltd.

as an Owner

27 August 2015

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

IVS Bulk 512 Pte. Ltd.

as an Owner

27 August 2015

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

Unicorn Ross Pte. Ltd.

as an Owner

27 August 2015

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/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

Unicorn Baltic Pte. Ltd.

as an Owner

27 August 2015

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

Unicorn Ionia Pte. Ltd.

as an Owner

27 August 2015

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

IVS Bulk 430 Pte. Ltd.

as an Owner

27 August 2015

/s/ Gerald Christopher Kingsley-Wilkins

for and on behalf of

IVS Bulk 611 Pte. Ltd.

as an Owner

27 August 2015

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We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Negative Pledge to which we are a party (and as amended in accordance with the terms of this letter) shall remain in full force and effect.

/s/ Andrew Geard Waller

for and on behalf of

Grindrod Limited

as Shareholder

27 August 2015

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APPENDIX

SCHEDULE 6

DETAILS OF SHIPS AND OWNERS

Ship	Owner	Ship Name	Flag	Type	Company IMO Number
1	IVS Bulk 462 Pte. Ltd.	IVS Kawana	Singapore	Handysize Bulk Carrier	5596241
2	IVS Bulk 511 Pte. Ltd.	IVS Knot	Singapore	Handysize Bulk Carrier	5544932
3	IVS Bulk 512 Pte. Ltd.	IVS Kinglet	Singapore	Handysize Bulk Carrier	5608934
4	Unicorn Ross Pte. Ltd.	Rhino	Singapore	Product Tanker IMO II/III	5556419
5	Unicorn Baltic Pte. Ltd.	Breede	Singapore	Product Tanker IMO II/III	5573978
6	Unicorn Ionia Pte. Ltd.	Kowie	Singapore	Product Tanker IMO II/III	5573964
7	IVS Bulk 430 Pte. Ltd.	IVS Kite	Singapore	Handysize Bulk Carrier	5605047
8	IVS Bulk 611 Pte. Ltd.	IVS Merlion	Singapore	Handysize Bulk Carrier	5608948
9	IVS Bulk 475 Pte. Ltd.	IVS Kingbird	Singapore	Handysize Bulk Carrier	9336757

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