Exhibit 4.3
SECOND SUPPLEMENTAL AGREEMENT
To: Aries Maritime Transport Limited
6 Poseidon Avenue
Athens 17674
Greece
January 22, 2007
Dear Sirs,
US$360,000,000 Revolving Credit Facility
We refer to the facility agreement dated 3 April 2006 (as supplemented and
amended from time to time) (the "Facility Agreement") and made between (1) you,
(hereinafter referred to as the "Borrower"), (2) the banks and financial
institutions as set out in Schedule 1 to the Facility Agreement (the "Banks"),
(3) The Governor and Company of the Bank of Scotland and Nordea Bank Finland plc
as joint lead arrangers (the "Arrangers") (4) the banks and financial
institutions set out at Schedule 1, part 3 to the Facility Agreement in their
capacity as co-arrangers (the "Co-Arrangers"), (5) the banks and financial
institutions set out at Schedule 1, part 2 to the Facility Agreement in their
capacity as swap banks (the "Swap Banks") and (6) The Governor and Company of
the Bank of Scotland (the "Agent", and together with the Banks, the Arrangers,
the Co-Arrangers and the Swap Banks, the "Finance Parties" and each a "Finance
Party") as agent, security agent and trustee on behalf of the Finance Parties,
pursuant to which the Banks agreed to make available to you upon the terms and
conditions therein the aggregate sum of up to three hundred and sixty million
Dollars ($360,000,000) (the "Loan").
Furthermore, we refer to the intra-group loan agreement dated 27 April 2006 (the
"Bora Intra-Group Loan Agreement") and made between (1) the Borrower and (2)
Bora Limited (the "Original Owner") whereby the Borrower in accordance with the
provisions of the Facility Agreement on-lent to the Original Owner the sum of
eleven million two hundred and twenty thousand and ninety six Dollars
($11,220,096) being part of the Loan to assist the Original Owner in refinancing
the acquisition of m.v. "BORA" (tbr "OSTRIA") with official number 1878 and IMO
number 9037135 (the "Ship").
You, the Borrower, have now requested that we, in our capacity as security agent
and trustee on behalf of the Finance Parties, agree on behalf of the Finance
Parties, to:
(A) the amendment of the definition "Minimum Liquidity" set out in clause 8.6
of the Facility Agreement as amended by the first supplemental agreement
dated 24 August 2006 between the Borrower and the Agent;
(B) the transfer of the Ship from the Original Owner to Ostria Waves Ltd. (the
"New Owner") and the registration of the Ship under the laws and flag of
the Marshall Islands;
(C) the assignment of the rights of the Original Owner under the Bora
Intra-Group Loan Agreement to the New Owner and the assumption of the New
Owner of the obligations thereunder; and
(D) the change of name of the Ship from m.v. "BORA" to m.v. "OSTRIA".
We, as Agent, on behalf of the Finance Parties (subject to the receipt of the
conditions precedent listed in Schedule 1 hereto and the execution of the
documents listed in Schedule 2 hereto in a form and substance acceptable to us
in our sole discretion) hereby:
1 agree to the deletion of the definition of "Minimum Liquidity" set out in
clause 8.6 of the Facility Agreement and its replacement with:
""Minimum Liquidity" means, at any time in respect of the Borrower's
Group, the minimum amount of:
(a) Cash;
(b) Cash Equivalent Investments; and
(c) the undrawn element of the $5,000,000 portion of the Commitment
relative to general corporate purposes made available under Clause
2.5.7 of this Agreement (except during the six (6) months prior to the
Repayment Date),
which is equal to five per cent (5%) of interest bearing debt plus the
undrawn element of the $5,000,000 portion of the Commitment relative
to general corporate purposes;".
2 agree and consent to:
(a) the transfer of the Ship from the original owner to the new Owner and
the registration of the Ship under the laws and flag of the Marshall
Islands; and
(b) the assignment by the Original Owner of all its rights under the Bora
Intra-Group Loan Agreement to the New Owner and the assumption by the
New Owner of all the Original Owner's obligations thereunder;
3 agree and consent to the change of name of the Ship from m.v. "BORA" to
m.v. "OSTRIA"; and
4 agree to the deletion of Schedule 2 Part 1 (Initial Ships), Schedule 2 Part
3 (Maximum amount of Advance) and Schedule 2 Part 4 (Details of Initial
Owners) and their replacement with the new Schedule 2 Part 1, Schedule 2
Part 3 and Schedule 2 Part 4 attached hereto as Schedules 3, 4 and 5
respectively.
Please countersign and return a copy of this letter as evidence of your
agreement.
Words and expressions defined in the Facility Agreement shall, unless the
context otherwise requires or unless defined herein, have the same meanings when
used in this letter.
This letter shall be governed by and construed in accordance with the laws of
England.
Yours faithfully,
............................
For and on behalf of
THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND
(as security agent and trustee for the Finance Parties)
We agree to the terms of this letter.
............................
For and on behalf of
ARIES MARITIME TRANSPORT LIMITED
We agree to the terms of this letter.
............................
For and on behalf of
MAGNUS CARRIERS CORPORATION
We agree to the terms of this letter.
............................
For and on behalf of
BORA LIMITED
OSTRIA WAVES LTD.
ERMINA MARINE LIMITED
VINTAGE MARINE S.A.
LAND MARINE S.A.
RIDER MARINE S.A.
ALTIUS MARINE S.A.
FORTIUS MARINE S.A.
JUBILEE SHIPHOLDING S.A.
OLYMPIC GALAXY SHIPPING LIMITED
DYNAMIC MARITIME COMPANY
MAKASSAR MARINE LTD.
SEINE MARINE LTD.
CHINOOK WAVES CORPORATION
COMPASS OVERSEAS LTD.
COMPASSION OVERSEAS LTD.
Schedule 1
Documents and evidence required in relation to the change of name and change
of ownership of m.v. "BORA" (tbr "OSTRIA")
(a) Constitutional documents
copies, certified by an officer of the Original Owner, the New Owner, the
Borrower or the Manager (the "Relevant Parties" and each a "Relevant
Party") as true, complete and up to date copies of all documents which
contain or establish or relate to the constitution of the Relevant Party;
(b) Corporate authorisations
copies of resolutions of the directors and, if required by such Relevant
Party's law of incorporation, shareholders of the Relevant Parties
approving such of the documents listed in Schedule 2 (the "Ostria Security
Documents") to which such Relevant Party is, or is to be, party and
authorising the signature, delivery and performance of such Relevant
Party's obligations thereunder, certified (in a certificate dated at the
date of this Agreement) by an officer of such Relevant Party as;
(i) being true and correct;
(ii) being duly passed at meetings of the directors of such Relevant Party
and, if required by such Relevant Party's law of incorporation, of the
shareholders of such Relevant Party, each duly convened and held or
duly adopted by unanimous written consent in lieu of such meeting(s);
(iii) not having been amended, modified or revoked; and
(iv) being in full force and effect
together with originals or certified copies of any powers of attorney
issued by any Relevant Party pursuant to such resolutions;
(c) Specimen signatures
copies of the signatures of the persons who have been authorised on behalf
of each Relevant Party to sign such of the Ostria Security Documents to
which such Relevant Party is, or is to be, party and to give notices and
communications under or in connection with the Ostria Security Documents,
certified (in a certificate dated no earlier than five (5) Banking Days
prior to the date of this Agreement) by an officer of such Relevant Party
as being the true signatures of such persons;
(d) Certificates of incumbency
(i) a list of directors and officers of each Relevant Party (excluding the
Original Owner) specifying the names and positions of such persons,
certified (in a certificate dated no earlier than five (5) Banking
Days prior to the date of this Agreement) by an officer of such
Relevant Party to be true, complete and up to date; and
(ii) in relation to the Original Owner, a Certificate of Incumbency issued
by the registered agent of the Original Owner;
(e) New Owner
evidence that the New Owner is:
(i) properly incorporated as a Marshall Islands corporation;
(ii) a wholly owned subsidiary of the Borrower;
(iii) a single purpose company with no other assets; and
(iv) has no other Indebtedness of any nature and no Encumbrances whether
registered or unregistered against it or any of its shares;
(f) Bank accounts
evidence that the Earnings Account for the Ship in the name of the New
Owner has been opened;
(g) Know your customer and money laundering compliance
such documents and evidence as the Banks shall require to identify the New
Owner and any other persons involved or affected by the transaction(s)
contemplated by this Agreement as required by any applicable law or the
Banks' own "know your customer" internal guidelines;
(h) Transfer of title
evidence that all documents necessary to:
(i) transfer title of the Ship from the original Owner to the new Owner;
and
(ii) delete the registration of the Ship in the name of the original owner,
have been prepared in a form and substance satisfactory to the Agent.
(i) Ship conditions
evidence that the Ship:
(i) Registration and Encumbrances
is registered in the name of the New Owner through the relevant
Registry under the laws and flag of the relevant Flag State and that
the Ship and its Earnings, Insurances and Requisition Compensation (as
defined in the General Assignment) are free of Encumbrances; and
(ii) Insurance
is insured in accordance with the provisions of the Security Documents
and all requirements of the Security Documents in respect of such
insurance have been complied with (including without limitation,
confirmation from the protection and indemnity association or other
insurer with which the Ship is, or is to be, entered for insurance or
insured against protection and indemnity risks (including oil
pollution risks) that any necessary declarations required by the
association or insurer for the removal of any oil pollution exclusion
have been made and that any such exclusion does not apply to the
Ship); and
(j) Security documents and delivery documents
the Ostria Security Documents duly executed;
(k) Notices of assignment and acknowledgements
(i) copies of duly executed notices of assignment required by the terms of
the Ostria Security Documents and in the forms prescribed by the
Ostria Security Documents; and
(ii) evidence that the Borrower has given notice to the New Owner of the
assignment contained in the Assignment of Intra-Group Loan Agreements
and that the New Owner has executed an acknowledgement of the said
assignment;
(l) Management
copies, certified by an officer of the New Owner of the Management
Agreement for the Ship;
(m) Legal opinions
(i) Bermuda opinion
an opinion of Conyers Dill & Pearman special legal counsel in Bermuda
to the Agent;
(ii) Marshall Islands opinion
an opinion of Blank Rome LLP, special legal advisers of Marshall
Islands law to the Agent;
(iii) British Virgin Islands opinion
an opinion of Conyers Dill & Pearman, special legal counsel in The
British Virgin Islands to the Agent; and
(iv) Further opinions
any such further opinion as may be required by the Agent and/or Banks;
(n) Process agent letter
a copy, certified as a true copy by the Borrower's or other Security
Party's solicitors or other person acceptable to the Agent of a letter from
the Borrower's and other Security Party's agent for receipt of service of
proceedings referred to in each of the Security Documents in which it is or
is to be appointed as the Security Party's agent;
(o) Certificates of financial responsibility
if applicable, a copy of a certificate of financial responsibility
complying with the requirements of the United States Oil Pollution Act 1990
or the United States Comprehensive Environmental Response Compensation
Liability Act 1980 together with evidence of approval thereof by the
relevant regulatory authorities;
(p) ISM Code and ISPS Code documentation
a copy, certified by an officer of the Borrower, of the SMC, DOC and ISSC
Certificate for the Ship; and
(q) Fees, commissions and expenses
evidence that any fees and commission due from the Borrower pursuant to the
terms of clause 5.1 and any other provision of the Security Documents and
all expenses under clause 5.2 have been paid in full.
Schedule 2
Ostria Security Documents
(1) Assignment of the Intra-Group Loan Agreement to be signed by (a) the
Borrower, (b) the New Owner and (c) the Original Owner;
(2) Corporate Guarantee between (a) the New Owner and (b) the Agent, whereby
the New Owner guarantees to pay to the Agent all moneys and to discharge
all obligations and liabilities now or hereafter due or owing or incurred
by the Borrower to the Finance Parties or any of them under or pursuant to
the Facility Agreement, the Master Swap Agreements and the other Security
Documents and all interest and all other costs and expenses;
(3) First preferred Marshall Islands Mortgage in relation to the Ship between
(a) the New Owner and (b) the Agent;
(4) General Assignment between (a) the New Owner and (b) the Agent in relation
to the Earnings and Insurances of, and any Requisition Compensation (as
defined in the General Assignment) for, the Ship;
(5) Account Charge between (a) the New Owner and (b) the Agent, over the New
Owner's Earnings Account with the Agent; and
(6) Manager's Undertaking whereby the Manager (inter alia) assigns its rights,
title and interest in the insurances over the Ship.
Schedule 3
Schedule 2 of the Facility Agreement
Part 1 - Initial Ships
Country of Country of
Incorporation of Official Underlying
Ship Owner Owner Flag Number Registration
"OSTRIA" Ostria Waves Limited Marshall Islands Marshall Islands 1878 N/A
"NORDANVIND" Ermina Marine Limited Marshall Islands Venezuela 1879 Marshall Islands
"ARIUS" Vintage Marine S.A. Marshall Islands Marshall Islands 2129 N/A
"HIGH LAND" Land Marine S.A. Marshall Islands Marshall Islands 2396 N/A
"HIGH RIDER" Rider Marine S.A. Marshall Islands Marshall Islands 2397 N/A
"ALTIUS" Altius Marine S.A. Marshall Islands Marshall Islands 2394 N/A
"FORTIUS" Fortius Marine S.A. Marshall Islands Marshall Islands 2395 N/A
"OCEAN HOPE" Jubilee Shipholding S.A. Marshall Islands Marshall Islands 2128 N/A
"ENERGY 1" Olympic Galaxy Shipping Limited Marshall Islands Marshall Islands 2062 N/A
"SCI TEJ" Dynamic Maritime Company Marshall Islands Marshall Islands 2065 N/A
"CMA CGM MAKASSAR" Makassar Marine Ltd. Marshall Islands Marshall Islands 2392 N/A
"CMA CGM SEINE" Seine Marine Ltd. Marshall Islands Marshall Islands 2391 N/A
"CHINOOK" Chinook Waves Corporation Marshall Islands Marshall Islands 2490 N/A
"STENA COMPASS" Compass Overseas Ltd. Bermuda Bermuda 733757 N/A
"STENA COMPASSION" Compassion Overseas Ltd. Bermuda Bermuda N/A
IMO Ship Year
Ship Number Classification Society Classification Type Built
"OSTRIA" 9037135 Bureau Veritas oHULL, oMACH, FLS TANKER, ESP Tanker 2000
Unrestricted Navigation
"NORDANVIND" 9037123 Germanischer Lloyd oHULL, oMACH, OIL TANKER, ESP Tanker 2001
Unrestricted Navigation
"ARIUS" 8413851 Bureau Veritas oHULL, oMACH, OIL TANKER, ESP Tanker 1986
Unrestricted Navigation o AUT-UMS, IG
"HIGH LAND" 9018426 NKK NS (tanker, Oils-Flashpoint below Tanker 1992
60(Degree)C) (ESP) MNS*
"HIGH RIDER" 9016997 NKK NS (tanker, Oils-Flashpoint below Tanker 1991
60(Degree)C) (ESP) MNS*
"ALTIUS" 9269245 Bureau Veritas I oHULL, oMACH, OIL TANKER, ESP Tanker 2004
Unrestricted Navigation o AUT-UMS, IG o
AUT-PORT
"FORTIUS" 9269257 Bureau Veritas I oHULL, oMACH, OIL TANKER, ESP Tanker 2004
Unrestricted Navigation o AUT-UMS, IG o
AUT-PORT; VCS
"OCEAN HOPE" 8717518 Germanische Lloyd oHULL, oMACH, FLS TANKER, ESP Container 1989
Unrestricted Navigation o AUT-PORT
"ENERGY 1" 8618449 RINA *100-A-1.1 Nav IL; T Cont oIAP; oIAQ-1 Container 1989
"SCI TEJ" 8618451 Bureau Veritas I oHULL, oMACH, Container Ship, Container 1989
Unrestricted Navigation o AUT-PORT; VCS
"CMA CGM MAKASSAR" 8814512 Lloyd's Register of Shipping 100 A1 CONTAINER SHIP LMC UMS SCM Container 1990
"CMA CGM SEINE" 8814524 Lloyd's Register of Shipping 100 A1 CONTAINER SHIP LMC UMS SCM Container 1990
"CHINOOK" 9037147 Germanische Lloyd Hull: o100 A5 ESP, ERS, NLS, T3D21, Oil Tanker 2001
Tanker with Double Hull Machinery: o MC
INERT
"STENA COMPASS" 9274094 Det norske veritas o1A1 Tanker for Oil ESP E0 VCS-2, TMON Tanker 2006
Nauticus
(Newbuilding)
"STENA COMPASSION" Tanker 2006
Deadweight/
Ship TEU Charterer
"OSTRIA" 38,701 dwt N/A
"NORDANVIND" 38,701 dwt PDVSA Petroleo S.A.
"ARIUS" 83,970 dwt ST Shipping and Transportation Inc.
"HIGH LAND" 41,450 dwt D'Amico Tankers Limited
"HIGH RIDER" 41,502 dwt D'Amico Tankers Limited
"ALTIUS" 73,400 dwt Deiulemar-Compagnia de Navigazione
S.p.A/ENE2
"FORTIUS" 73,400 dwt Deiulemar-Compagnia de Navigazione
S.p.A/ENE2
"OCEAN HOPE" 1,799 TEU China Shipping Container Lines (Asia)
Co. Limited
"ENERGY 1" 2,438 TEU IRISL
"SCI TEJ" 2,438 TEU SCI
"CMA CGM MAKASSAR" 2,917 TEU CMA CGM S.A.
"CMA CGM SEINE" 2,917 TEU CMA CGM S.A.
"CHINOOK" 38,701 dwt PDVSA
"STENA COMPASS" 72,750 dwt Panvision Ltd
(Stena Group)
"STENA COMPASSION" 72,750 dwt Panvictory Ltd (Stena Group)
Schedule 4
Schedule 2 of the Facility Agreement
Part 3 - Maximum amount of Advance
Initial Ships Maximum Amount
$
"OSTRIA" 11,220,096
"NORDANVIND" 11,889,953
"HIGH LAND" 9,043,061
"HIGH RIDER" 8,708,134
"ALTIUS" 17,332,536
"FORTIUS" 17,332,536
"ARIUS" 7,200,957
"OCEAN HOPE" 8,373,206
"ENERGY 1" 10,885,167
"SCI TEJ" 10,885,167
"CMA CGM MAKASSAR" 13,564,593
"CMA CGM SEINE" 13,564,593
"CHINOOK" 32,600,000
"STENA COMPASS" 56,100,000
"STENA COMPASSION" 5,610,000
$234,309,999
Schedule 5
Schedule 2 of the Facility Agreement
Part 4 - Details of Initial Owners
Country of Address Shareholder
Initial Owner Incorporation
Ostria Waves Limited Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Ermina Marine Limited Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Vintage Marine S.A. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Land Marine S.A. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Rider Marine S.A. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Altius Marine S.A. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Fortius Marine S.A. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Jubilee Shipholding S.A. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Olympic Galaxy Shipping Limited Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Dynamic Maritime Company Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Makassar Marine Ltd. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Seine Marine Ltd. Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Chinook Waves Corporation Marshall Islands Trust Company Complex, Borrower
Ajeltake Road, Ajeltake
Island, Majuro MH 96960,
Marshall Islands
Compass Overseas Ltd. Bermuda Canon's Court, 22 Victoria Borrower
Street, Hamilton HM12,
Bermuda
Compassion Overseas Ltd. Bermuda Canon's Court, 22 Victoria Borrower
Street, Hamilton HM12,
Bermuda
SK 23248 0002 764950