Exhibit 4.3(k)
DEED OF AMENDMENTmade on 11thSeptember 2019
BETWEEN:
| (1) | THE PARTIES, being the undersigned (other than the Company); and |
| (2) | IVS BULK PTE. LTD, a company incorporated in Singapore whose registered office is at 200 Cantonment Road, #03-01 Southpoint, Singapore 089763 (theCompany). |
RECITALS:
On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (theSHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.
On 4 February 2015, the Parties and the Company executed a deed of amendment and acknowledgement (theFirst Deed of Amendment) to amend the SHA on the terms set out therein.
On 20 January 2016, the Parties and the Company executed a deed of amendment (theSecond Deed of Amendment) to amend the SHA on the terms set out therein.
On 1 April 2016,the Parties and the Company executed a deed of amendment (theThird Deed of Amendment) to amend the SHA on the terms set out therein.
On 25 April 2016,the Parties and the Company executed a deed of amendment (theFourth Deed of Amendment) to amend the SHA on the terms set out therein.
On 6 July 2016,the Parties and the Company executed a deed of amendment (theFifth Deed of Amendment) to amend the SHA on the terms set out therein.
On 31 October 2016, the Parties and the Company executed a deed of amendment (theSixth Deed of Amendment) to amend the SHA on the terms set out therein.
On 31 January 2019, the Parties and the Company executed a deed of amendment (theSeventh Deed of Amendment) to amend the SHA on the terms set out therein.
On 26 March 2019, the Parties and the Company executed a deed of amendment (theEighth Deed of Amendment) to amend the SHA on the terms set out therein.
On 13 June 2019, the Parties and the Company executed a deed of amendment (theNinth Deed of Amendment) to amend the SHA on the terms set out therein. (For purposes of clarity, references to the SHA are to such agreement as amended by the terms of the First Deed of Amendment, the Second Deed of Amendment, the Third Deed of Amendment, the Fourth Deed of Amendment, the Fifth Deed of Amendment, the Sixth Deed of Amendment, the Seventh Deed of Amendment, the Eighth Deed of Amendment and the Ninth Deed of Amendment).
The Parties and the Company now wish to further amend the SHA in accordance with the terms of this deed of amendment (thisTenth Deed of Amendment) to extend the Joint Termination Date.
| 1.1 | Unless otherwise defined in this Deed, capitalized words and expressions used in this Deed shall have the meaning given to them in the SHA. |
| 1.2 | Unless otherwise specified herein, all references in this Deed to a “Clause” shall refer to a Clause of the SHA. |
| 2 | EXTENSION OF THE JOINT TERMINATION DATE |
Effective as at the date hereof, Clause 18.1 shall be amended by the replacement of the date “30 September 2019” with the date “30 November 2019”.
| 3.1 | The SHA is amended by the terms of this Tenth Deed of Amendment and all terms of the SHA not so amended shall continue in full force and effect as set out in the SHA. In the event of any conflict between the terms of the SHA and this Tenth Deed of Amendment, the terms of this Tenth Deed of Amendment shall prevail. |
| 3.2 | Each of the Company and the Parties undertakes to execute and deliver all such documents and perform such acts as may be required for the purpose of giving full effect to the terms of this Tenth Deed of Amendment. |
| 3.3 | Clauses 23 (Confidentiality), 28 (Assignment), 34 (NoPartnership) and 38 (Governing Law) of the SHA are deemed to be incorporated hereinmutatis mutandisand shall apply hereto as if repeated in this Tenth Deed of Amendment in full but with such amendments as are necessary to give effect to such provisions within the context of this Tenth Deed of Amendment. |
Signedanddelivered as a Deed by REGIMENT CAPITAL LIMITED acting by: | ) ) ) | sign here: /s/ Riyaz Nooruddin |
| | print name: Riyaz Nooruddin, Director |
In the presence of: Witness signature: | | Witness sign here: /s/ Darragh Murphy |
Witness name: | | print name: Darragh Murphy, Senior Associate |
Witness address: | | DMS Governance Ltd. |
| | | DMS House, 20 Genesis Close |
| | | PO Box 2587, Grand Cayman |
| | | KY1-1103, Cayman Islands |
| | | |
Signedanddelivered as a Deed by SANKATY EUROPEAN INVESTMENTS III S.À R.L. acting by: | ) ) ) | sign here: /s/ Sally Fassler Dornaus /s/ Myleen Tapawan Basilio |
| | | print name: Sally Fassler Dornaus / Myleen Tapawan Basilio |
In the presence of: Witness signature: | | Witness sign here: /s/ Mark Harpootian / /s/ Mattieu Huffling |
Witness name: | | print name: Mark Harpootian / Mattieu Huffling |
Witness address: | | 200 Clarendon Street |
| | | Boston, MA 02116 |
| | | |
| | | 4 rue Lou Hemmer |
| | | L-1748 Luxembourg |
Signedanddelivered as a Deed by GRINDROD SHIPPING PTE. LTD. acting by: | ) ) ) | sign here: /s/ Martyn Wade |
| | print name: Martyn Wade |
In the presence of: Witness signature: | | Witness sign here: /s/ Deborah Davel |
Witness name: | | print name: Deborah Davel |
Witness address: | | 108 Margaret Mncadi Ave |
| | | Durban |
| | | 4001 |
| | | |
| | | South Africa |
Witness occupation: | | CA (SA) |
Signedanddelivered as a Deed by IVS BULK PTE. LTD. acting by: | ) ) ) | sign here: /s/ Stephen Griffiths |
| | print name: Stephen Griffiths |
In the presence of: Witness signature: | | Witness sign here: /s/ Deborah Davel |
Witness name: | | print name: Deborah Davel |
Witness address: | | 108 Margaret Mncadi Ave |
| | | Durban |
| | | 4001 |
| | | South Africa |
| | | |
Witness occupation: | | CA (SA) |
