EXECUTION VERSION
Exhibit 10.12
EXECUTION VERSION
Amendment Agreement to a Working Capital Borrowing Base Facility Agreement dated 5 March 2021 (as supplemented by a first supplemental agreement dated 31 December 2021 and amended and restated by an amendment and restatement agreement dated 27 July 2022)
Dated 19 August 2022
| (1) | Blue Fin Tankers Inc. |
(as Borrower)
| (2) | Heidmar (Far East) Tankers Pte. Ltd. |
Heidmar UK Trading Limited
(as the other Security Parties)
| (3) | Macquarie Bank Limited, London Branch |
(as Lender)
| ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. London EC2M 7SH T ▇▇▇ ▇▇ ▇▇▇▇ 4422 I F: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ DX: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ |
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
Contents
| Page | ||||
| 1 Interpretation |
1 | |||
| 2 Representations |
2 | |||
| 3 Amendments to the Loan Agreement |
2 | |||
| 4 Confirmations and Under takings |
2 | |||
| 5 Notices, English language, Partial invalidity, Counterparts, Governing Law,Jurisdiction of English courts and Service of process |
3 | |||
Amendment Agreement
Dated 19 August 2022
Between:
| (1) | Blue Fin Tankers Inc., a corporation incorporated under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960 (the “Borrower”); |
| (2) | Heidmar (Far East) Tankers Pte. Ltd., a company incorporated under the laws of Singapore, with its registered address at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇-▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇▇) and Heidmar UK Trading Limited, a company incorporated under the laws of England and Wales, with its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇; and |
| (3) | Macquarie Bank Limited, London Branch, a company with limited liability with Australian Business Number 46 ▇▇▇ ▇▇▇ ▇▇▇, established under the laws of Australia acting through its office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the “Lender”). |
Supplemental to a working capital borrowing base facility dated 5 March 2021 (as supplemented by a first supplemental agreement dated 31 December 2021, as amended and restated by an amendment and restatement agreement dated 27 July 2022 and as amended and supplemented from time to time, the “Loan Agreement”) made between the Borrower and the Lender.
Whereas the Borrower has requested the Lender to amend the Loan Agreement as detailed in this Amendment Agreement.
It is agreed that:
| 1 | Interpretation |
| 1.1 | In this Amendment Agreement: |
“Effective Date” means the date of this Amendment Agreement.
“Security Parties” means all parties to this Amendment Agreement other than the Lender and “Security Party” means any one of them.
| 1.2 | All words and expressions defined in the Loan Agreement shall have the same meaning when used in this Amendment Agreement unless the context otherwise requires, and clause 1.2 of the Loan Agreement shall apply to the interpretation of this Amendment Agreement as if it is set out in full. |
| 1.3 | The Lender and the Borrower hereby designate this Amendment Agreement as a Finance Document. |
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| 2 | Representations |
| 2.1 | Each of the representations contained in clause 19 of the Loan Agreement shall be deemed repeated by the Borrower at the date of this Amendment Agreement, by reference to the facts and circumstances then pertaining, as if references to the Finance Documents include this Amendment Agreement. |
| 2.2 | Any representation made by a Security Party in any of the Security Documents to which it is a party shall be deemed repeated by that Security Party at the date of this Amendment Agreement, by reference to the facts and circumstances then pertaining. |
| 3 | Amendments to the Loan Agreement |
| 3.1 | With effect from the Effective Date the Loan Agreement shall be read and construed as if: |
| 3.1.1 | references to “this Agreement” are references to the Loan Agreement as amended by this Amendment Agreement; |
| 3.1.2 | references to the Finance Documents include this Amendment Agreement; and |
| 3.1.3 | the “Facility Limit” specified within Schedule 7 (Borrowing Base Terms) of the Loan Agreement shall be amended to read as follows: |
“The aggregate of:
| (a) | US$15,000,000; and |
| (b) | any additional amount which the Borrower has requested and the Lender agrees to make available under this Agreement if the Facility has been increased pursuant to Clause 7 (Facility Increase) up to a maximum additional amount of US$20,000,000, |
to the extent not cancelled, reduced or transferred under this Agreement.”,
| 3.2 | All other terms and conditions of the Loan Agreement shall remain unaltered and in full force and effect. |
| 4 | Confirmations and Undertakings |
| 4.1 | Each of the Security Parties confirms that all of its respective obligations under or pursuant to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement made in this Amendment Agreement, as if all references in any of the Security Documents to the Loan Agreement are references to the Loan Agreement as amended in this Amendment Agreement. |
| 4.2 | The definition of any term defined in any of the Security Documents shall, to the extent necessary, be modified to reflect the amendments to the Loan Agreement made in or pursuant to this Amendment Agreement. |
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| 5 | Notices, English language, Partial invalidity, Counterparts, Governing Law, Jurisdiction of English courts and Service of process |
The provisions of clauses 28, 29, 31, 33, 34, 35 and 36 of the Loan Agreement shall apply to this Amendment Agreement as if they are set out in full and as if (a) references to each Party are references to each party to this Amendment Agreement, (b) references to the Finance Documents include this Amendment Agreement and (c) references to the Borrower are references to each Security Party.
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In witness of which the parties to this Amendment Agreement have executed this Amendment Agreement as a deed the day and year first before written.
| Executed as a deed by |
/s/ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ | |
| Blue Fin Tankers Inc. |
Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ |
acting by its authorised signatory
who, in accordance with the laws of the
Republic of the ▇▇▇▇▇▇▇▇ Islands, is acting
under its authority
|
in the presence of: | ||
| signature of witness |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| name | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| print name of witness | ||
| address | ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Executed as a deed by |
/s/ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ | |
| Heidmar (Far East) Tankers Pte. Ltd. |
Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ | |
| acting by its authorised signatory | ||
| who, in accordance with the laws of the Singapore, is acting under its authority
in the presence of: | ||
| signature of witness |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| name | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| print name of witness | ||
| address | ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
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| Executed as a deed |
/s/ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ |
Director | ||
| by Heidmar UK Trading Limited |
signature | |||
| acting by a director | ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ |
|||
| print name | ||||
| in the presence of: | ||
| signature of witness | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| name | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| print name of witness | ||
| address | ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Executed as a deed by |
| |
| Macquarie Bank Limited, London Branch |
Name: | |
| acting by its authorized signatories | ||
| who, in accordance with the law of Australia, |
| |
| are acting under its authority | Name: | |
| in the presence of: |
(Macquarie POA Ref: #3105 Dated 16 March 2021 Signed in London) | |
| signature of witness |
||
| name | ||
| print name of witness | ||
| address | ||
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| Executed as a deed |
|
Director | ||
| by Heidmar UK Trading Limited |
signature | |||
| acting by a director |
|
|||
| print name | ||||
| in the presence of: | ||
| signature of witness | ||
| name | ||
| print name of witness | ||
| address | ||
| Executed as a deed by Macquarie Bank Limited, London Branch |
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Division Director | ||
| acting by its authorized signatories | ||
| who, in accordance with the law of Australia, | /s/ Seeta Hiaria | |
| are acting under its authority | Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Division Director | |
| in the presence of: |
(Macquarie POA Ref: #3105 Dated 16 March 2021 Signed in London) | |
| signature of witness | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | |
| name | ▇▇▇▇ ▇▇▇▇▇▇ | |
| Associate Director | ||
| print name of witness | ||
| address | Macquarie Bank Limited ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ | |
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