SECOND AMENDATORY AGREEMENT
Execution
Version
SECOND AMENDATORY AGREEMENT
(this “Second Amendatory
Agreement”) is dated as of December 17, 2008 and made
between:
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(1)
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EAGLE BULK SHIPPING
INC., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇
Islands, as Borrower (the “Borrower”);
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(2)
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THE SUBSIDIARIES of the
Borrower party hereto as Guarantors (the “Guarantors”);
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(3)
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THE BANKS AND FINANCIAL
INSTITUTIONS whose names appear on the signature pages hereof as
Lenders (the “Existing
Lenders”); and
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(4)
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THE ROYAL BANK OF
SCOTLAND pie as Mandated Lead Arranger, Bookrunner, Swap Bank,
Agent and Security Trustee.
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PRELIMINARY
STATEMENTS:
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(A)
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The
Borrower, the Guarantors, the Existing Lenders and The Royal Bank of
Scotland plc acting in the several capacities as Mandated Lead Arranger,
Bookrunner, Swap Bank, Agent and Security Trustee are parties to a Third
Amended and Restated Credit Agreement dated as of October 19, 2007 as
amended by an Amendatory Agreement dated as of July 3, 2008 (the “Credit Agreement”)
providing for a secured reducing revolving credit facility in the original
principal amount of $1,600,000,000 for the purposes described
therein.
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(B)
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The
Borrower has entered into a Memorandum of Agreement dated as of November
15, 2008 (the “YDS
Agreement”) between the Guarantors described therein collectively
as Buyer and Yangzhou Dayang Shipbuilding Co., Ltd. (“YDS”) as Seller, the
effectiveness of which YDS Agreement remains subject to (inter cilia) the
consent of the Lenders.
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(C)
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The
Existing Lenders have
agreed to consent to the YDS Agreement on the terms and conditions
herein provided.
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NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, it is agreed as follows:
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1.
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DEFINITIONS
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| Words and expressions defined in the Credit Agreement shall have the same meaning when used in this Second Amendatory Agreement unless the context otherwise requires |
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2.
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REPRESENTATIONS AND
WARRANTIES
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Each
Obligor jointly and severally represents and warrants to each Finance Party
that:
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(a)
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All
of the representations and warranties contained in Clause 18 of the Credit
Agreement are true and correct on and as of the date hereof as if made on
and as of the date hereof.
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(b)
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No
Default has occurred and is continuing on the date
hereof.
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(c)
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The
obligations expressed to be assumed by it in this Second Amendatory
Agreement are, and, upon execution and delivery of this Second Amendatory
Agreement and each of the other documents contemplated hereby to which it
is to be a party,
the obligations expressed to be assumed by it herein and in such other
documents will be, legal, valid, binding and enforceable obligations,
subject to applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforceability of creditor’s rights
generally.
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(d)
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It
has the power to enter into, perform and deliver, and has taken all
necessary action to authorize its entry into, performance and delivery of:
this Second Amendatory Agreement and the transactions contemplated by this
Second Amendatory Agreement.
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3.
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CONSENT AND AGREEMENT OF
EXISTING LENDERS
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3.01
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The
Existing Lenders hereby consent to the YDS Agreement and the transactions
contemplated therein.
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3.02
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Promptly
after the Final Condition Subsequent Satisfaction Date (as defined in
Clause 5.02 of this Second Amendatory Agreement), the Security Trustee
shall release or reassign to the relevant Guarantor all right title and
interest in each of the Shipbuilding Contracts and Refund Guarantees
relating to YDS Hull Nos. DY3049, DY3050, DY3051, DY3053, DY 143, DY3038,
DY3041 and DY3043 previously assigned to the Security Trustee pursuant to
an Assignment of Shipbuilding Contract and Refund
Guarantee.
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3.03
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The
Existing Lenders hereby agree that no repayment of the Loans shall be
required under Clause 7.5 of the Credit Agreement as a consequence of the
conversion of the Shipbuilding Contracts relating to YDS Hull Nos. DY3049,
DY3050, DY3051, DY3053, DY143, DY3038, DY3041 and DY3043 into options
pursuant to Part II of the YDS Agreement to the extent amounts previously
paid to YDS under said Shipbuilding Contracts are applied to prepayment of
specified instalments payable under Shipbuilding Contracts relating to YDS
Hull Nos. DY118, DY3007, DY3010, DY3012, DY3014 and DY3016 pursuant to
Part II of the YDS Agreement.
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4.
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AMENDMENTS TO CREDIT
AGREEMENT
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With
effect from the date hereof:
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4.01
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The
Total Commitments of the Lenders is reduced from $1,600,000,000 to
$1,350,000,000, and the Commitment of each Existing Lender outstanding
immediately prior to the date hereof is reduced pro
rata.
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4.02
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The
definition of “Additional Newbuilding” in Clause 1.1 of the Credit
Agreement is amended to read in its entirety as
follows:
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“Additional Newbuilding” means
(i) any dry bulk carrier to be built (other than an 1111 Newbuilding or a Target
Newbuilding) which the Borrower notifies to the Agent pursuant to Clause 3.2(b)
(Additional Ships and
Additional
Newbuildings) as a newbuilding for which the Borrower wishes to finance
Newbuilding Predelivery Costs with the assistance of one or more Loans, and
which the Agent shall notify to the Borrower as being acceptable to the Agent in
accordance with Clause 3.2(d) (Additional Ships and Additional
Newbuildings).
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4.03
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The
definition of “Margin” in Clause 1.1 of the Credit Agreement is amended to
read in its entirety as follows:
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“Margin” means one and three
quarters of one percent (1.75%) per annum.
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4.04
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The
definition of “Newbuildings” in Clause 1.1 of the Credit Agreement is
amended to read in its entirety as
follows:
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“Newbuildings” means,
collectively, (i) the IHI Newbuildings and the Target Newbuildings, and (ii) any
Additional Newbuilding.
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4.05
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The
definition of “Newbuilding Predelivery Costs” in Clause 1.1 of the Credit
Agreement is amended to read in its entirety as
follows:
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“Newbuilding Predelivery Costs”
means, collectively, (i) amounts payable by or for the account of a Guarantor to
the relevant shipyard in respect of a Newbuilding prior to its delivery under
the relevant Shipbuilding Contract, and (ii) any other costs incurred by or for
the account of a Guarantor for the construction of such Newbuilding, including
supervision of such construction (but excluding interest accrued under this
Agreement on any Loan relating to such Newbuilding).
The fee
specified in Clause 5.01(h) of this Second Amendatory Agreement shall be
included in “Newbuilding Predelivery Costs”.
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4.06
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The
definition of “Security Value” in Clause 1.1 of the Credit Agreement is
amended to read in its entirety as
follows:
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“Security Value” means, in
respect of any relevant date, the aggregate amount of (a) the contract price of
each Newbuilding which has not been delivered, where the relevant Shipbuilding
Contract and (except in relation to the IHI Newbuildings) Refund Guarantees for
such Newbuilding is then subject to an Assignment of Shipbuilding Contract and
Refund Guarantee, less any amount remaining unpaid to the relevant shipyard
under such Shipbuilding Contract, and (b) the market value of each Ship then
subject to a Mortgage and which has not become the subject of a Total Loss,
determined in accordance with Clause 21.3 (Valuation of Ships) on the
basis of the most recent valuation delivered pursuant to Clause 4.1 (Conditions Precedent to
Effectiveness), Clause 4.2 (Conditions Precedent to
Utilization) or Clause 21.6 (Provision of valuations and
information), as the case may be.
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4.07
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Each
of Clause 2.3 (Incremental Commitments)
of the Credit Agreement, and the definitions of “Amendment
Effectiveness Date”, “Incremental Commitment”, “Incremental Commitment
Agreement”, “Incremental Commitment Date”, “Incremental Commitment
Reduction Amount”, “Incremental Commitment Request Requirements”,
“Incremental Commitment
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Requirements”
and “Initial Total Commitments” in Clause 1.1 of the Credit Agreement, is
deleted in its entirety.
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4.08
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Each
of Clauses 3.2(b) and 3.2(d) of the Credit Agreement is amended by
deleting the words “an IHI Newbuilding, a Target Newbuilding or a
newbuilding for which an option is declared pursuant to the Option
Agreement” and by inserting the words “an IHI Newbuilding or a Target
Newbuilding” in lieu thereof.
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4.09
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Clause
4.2(b) of the Credit Agreement is amended by inserting at the end thereof
the words:
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;
provided, however, this Clause 4.2(b) shall not apply to any proposed Loan for
working capital purposes.
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4.10
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Clause
5.3(c) of the Credit Agreement is amended by inserting at the end thereof
the words:
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;
provided, however, this Clause 5.3(c) shall not apply to any proposed Loan for
working capital purposes.
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4.11
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Clause
6.1 of the Credit Agreement is amended to read in its entirety as
follows:
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The Total
Commitments shall be reduced and cancelled by an amount of $63,280,000 on each
Scheduled Commitment Reduction Date, and shall be reduced to zero and
cancelled on the Termination Date.
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4.12
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Each
of Clause 8.4 (Advance
Ratio) of the Credit Agreement and the definition of “Advance
Ratio” in Clause 1.1 of the Credit Agreement is deleted in its
entirety.
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4.13
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Clause
20.1 (Minimum adjusted
net worth) of the Credit Agreement is amended to read in its
entirety as follows:
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20.1
Minimum Adjusted Net Worth
The
Borrower shall maintain Adjusted Net Worth at an amount not less than
$300,000,000 during any Accounting Period ending after the date hereof; provided, however.
(i) during each Accounting Period ending on or before December 31, 2009, the
Borrower shall only be required to maintain Adjusted Net Worth at an amount not
less than $75,000,000, and (ii) if the Agent on instructions of the Majority
Lenders shall specify an amount less than $300,000,000 to apply to this Clause
21 during any twelve month period ending December 31, 2010 or ending on any
anniversary thereof, the Borrower shall maintain Adjusted Net Worth at an amount
not less than the amount so specified by the Agent for the each Accounting
Period ending during such twelve month period.
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4.14
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Clause
21.1 (Minimum required
security cover) of the Credit Agreement is amended to read in its
entirety as follows:
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21.1 Minimum
required security cover
Clause
21.2 (Provision of additional
security; prepayment) applies if the Agent notifies the Borrower
that:
(a) the
Security Value; plus
(b) the
net realizable value of any additional security previously provided under this
Clause 21;
is below
(1) 100 per cent. of the aggregate of the Loans and of the Swap Exposure of each
Swap Counterparty, or (ii) at any time after the earlier of the date on which
(A) all the IHI Newbuildings and the Target Newbuildings have been delivered
under the relevant Shipbuilding Contracts, or (B) the Borrower proposes to pay a
dividend in accordance with Clause 22.8 and the Agent has confirmed that the
management forecast specified in Clause 22.8(iii) is satisfactory to the
Majority Lenders for such purpose, 130 per cent. of the aggregate of the Loans
and of the Swap Exposure of each Swap Counterparty.
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4.15
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Clause
21.3 (Valuation of Ships
and Newbuildings) of the Credit Agreement is amended to read in its
entirety as follows:
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21.3 Valuation of
Ships
The
market value of a Ship at any date is that shown by a valuation
prepared:
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(a)
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as
at a date not more than 21 days (or, in the case of Clause 4.2(b), 3 days)
previously;
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(b)
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by
an Approved Broker;
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(c)
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with
or without physical inspection of that Ship (as the Agent may require);
and
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(d)
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on
the basis of a sale for prompt delivery for cash on normal arm’s length
commercial terms as between a willing seller and a willing buyer, and
taking account the market value of any existing charter; provided, however, only
the period of any relevant existing charter that is within the effective
scope of coverage of the Time Charter Default Credit Insurance Policy No.
823901 issued to certain of the Guarantors (or any extension or renewal
thereof) may be attributed value for purposes of this Clause
21.3.
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4.16
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Clause
21.6(a) (Provision of
valuations and information) of the Credit Agreement is amended to
read in its entirety as follows:
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For
purposes of this Clause 21, the Obligors at their expense shall cause a
valuation of each Ship and any relevant existing charter to be made by an
Approved Broker indicating the market value of such Ship, together with any
relevant existing charter, at any time the Agent may request upon not less than
5 days’ prior written notice from the Agent to the Borrower.
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4.17
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Clause
22.8 (Dividends)
of the Credit Agreement is amended to read in its entirety as
follows:
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The
Borrower shall be permitted to pay any dividend for any Accounting Period so
long as (i) both immediately before and after the declaration and payment of
such dividend, no Default or Event of Default shall have occurred and be
continuing, (ii) such dividend does not exceed the amount of Cumulative Free
Cash at the time such dividend is declared and paid, and (iii) the Borrower’s
most recent management forecast base case through the Termination Date (prepared
on a basis satisfactory to the Majority Lenders) reflects compliance with Clause
20.1 (Minimum adjusted net
worth) (without taking account of the proviso thereof), Clause 20.2 (Minimum interest coverage
ratio), Clause
20.3 (Minimum liquidity)
and Clause 21.1 (Minimum security cover) (but substituting the
figure “130 per cent.” in lieu of the figure “100 per cent.” for purposes of
this Clause 22.8). The Borrower may also purchase or redeem or make other
distributions on stock or other equity interests with the prior written consent
of the Agent acting on instructions of the Majority Lenders (and subject to any
terms and conditions that the Majority Lenders may require). Any Guarantor may
make distributions to the Borrower.
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4.18
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Clause
39.2(a)(iii) (Exceptions) of the
Credit Agreement is amended by deleting the words “(other than reason of
changes in the Advance Ratio)”.
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4.19
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Clause
4 of Part I of Schedule 3 of the Credit Agreement is amended to read in
its entirety as follows:
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We
confirm that each condition specified in Clause 4.2 (Conditions precedent to Utilization) of the
Agreement is satisfied on the date of this Utilization Request, except for the
delivery of the certificate specified in Clause 4.2(f) of the Credit Agreement
as to which appropriate arrangements for delivery have been made.
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4.20
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Schedule
10 (Timetables)
of the Credit Agreement is amended by inserting the
following:
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Agent
notifies the Lenders of the Loan in accordance with Clause 5.4(c) (Lenders’
Participation)
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Not
later than 11.00 a.m. London time 2 Business Days before the relevant
Utilization Date
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4.21
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Part
III of Schedule 12 of the Credit Agreement (TARGET NEWBUILDINGS)
is hereby replaced by a new Part II] attached
hereto.
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4.22
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Exhibit
H (Form of Mortgage) to the Credit Agreement is hereby replaced by a new
Exhibit H attached hereto.
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4.23
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Each
reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof’, “herein” or words of like import, and each reference to the
“Credit Agreement” in any of the other Finance Documents, shall mean and
refer to the Credit Agreement as amended
hereby.
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5.
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CONDITIONS
SUBSEQUENT
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5.01
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It
shall be a condition subsequent to this Second Amendatory Agreement that
the Agent shall have received each of the following in form and substance
satisfactory to the Agent not later than January 30, 2009 or such later
date as the Agent, after consultation with the Borrower and with the
consent of the Majority Lenders, may specify for such
purpose:
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(a)
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a
copy of a resolution of the board of directors or sole member, as
appropriate, of each Obligor:
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(i)
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approving
the terms of, and the transaction contemplated by, this Second Amendatory
Agreement and resolving that it execute this Second Amendatory Agreement
and any other documents contemplated hereby to which it is or is to be a
party; and
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(ii)
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authorizing
a specified person or persons to execute this Second Amendatory Agreement
and any other documents contemplated hereby to which it is or is to be a
party; and
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(b)
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a
certificate of an officer of the Borrower, dated as of a current date (the
statements made in such certificate shall be true on and as of such date),
certifying as to (i) the absence of any amendments to the articles of
incorporation and by-laws, or certificate of formation and limited
liability company agreement of each Obligor previously certified to the
Agent pursuant to Clauses 4.1 or 4.2(a) of the Credit Agreement, (ii) the
due incorporation or formation, as the case may be, and good standing of
each. Obligor, as a corporation or limited liability company formed under
the laws of the Republic of The ▇▇▇▇▇▇▇▇ Islands and the absence of any
proceeding for the dissolution or liquidation of such Obligor, (iii) that
the representations and warranties of each Obligor contained in this
Second Amendatory Agreement are true and correct, and (iv) the absence of
any Default.
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(c)
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documentary
evidence that the underwriters under the Time Charter Default Credit
Insurance Policy No. 823901 issued to certain Guarantors have consented to
the assignments in favor of the Security Trustee of such Guarantors’
respective rights to the moneys due and to become due under or in
connection with Approved Charters;
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(d)
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documentary
evidence that the Security Trustee has been named the sole loss payee of
the insurances described in the preceding subclause (c), and that no other
loss payee of such insurances may be named without the prior written
consent of the Security Trustee;
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(e)
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an
amendment to the Mortgage relating to each Ship subject to a Mortgage as
of the date of this Second Amendatory Agreement, duly executed by the
relevant Guarantor to secure the Credit Agreement as amended by this
Second Amendatory Agreement;
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(f)
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a
Certificate of Ownership and Encumbrance issued by the Maritime
Administrator for the ▇▇▇▇▇▇▇▇ Islands (or other relevant authority)
stating that each of the Ships referred to in the preceding subclause (e)
is owned by the relevant Guarantor and that there is on record no Security
on such Ship except the relevant Mortgage as amended in accordance
herewith;
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(g)
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a
favorable opinion of Messrs. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the
Obligors, in respect of this Second Amendatory Agreement, the Mortgage
amendments referred to in the preceding subclause (e), and as to such
other matters as the Agent may reasonably require;
and
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(h)
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payment
to the Agent (for the account of the Lenders) of an amendment fee of
$3,375,000 (being one quarter of one percent (0.25%) of the Total
Commitments as of the date hereof).
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5.02
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It
shall be a further condition subsequent to this Second Amendatory
Agreement that the Agent shall have received each of the following in form
and substance satisfactory to the Agent not later than March 31, 2009 or
such later date as the Agent, after consultation with the Borrower and
with the consent of the Majority Lenders, may specify for such purpose
(the date on which such items shall have been so received by the Agent,
the “Final Condition Subsequent Satisfaction
Date”):
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(a)
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documentary
evidence that, (i) with the consent of YDS, each of Avlona Shipping S.A.,
Kampia S.A., Pyrgi Shipping SA., Delfini Shipping S.A., Olympi Shipping
S.A. and Fountana Shipping S.A. shall have acceded to the YDS Agreement,
and that the references in the YDS Agreement to “Avlana Shipping S.A.” are
corrected to “Avlona Shipping S.A.”, and (ii) each trading house party to
each Shipbuilding Contract referred to in the YDS Agreement has acceded
thereto; and
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(b)
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documentary
evidence that the issuer of each of the Refund Guarantees relating to the
Shipbuilding Contract to which each of Kampia Shipping S.A., ▇▇▇▇▇▇
Shipping S.A., Pyrgi Shipping S.A., Delfini Shipping S.A., Olympi Shipping
S.A. and Fontana Shipping S.A. is a party shall have consented to the YDS
Agreement as supplemented in accordance with Clause 5.02, and with respect
to the installment (or portion thereof) under the relevant Shipbuilding
Contract that is to be prepaid pursuant to Part II of the YDS
Agreement.
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5.03
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It
shall be an additional Event of Default if any of the conditions
subsequent set forth in Clauses 5.01 or 5.02 shall not have been satisfied
on or before the respective dates set forth therein unless otherwise
agreed by the Agent in writing.
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6.
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COSTS AND
EXPENSES
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The
Borrower agrees that the provisions of Clause 16 (Costs and Expenses) of the
Credit Agreement shall apply to this Second Amendatory Agreement.
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7.
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COUNTERPARTS
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This
Second Amendatory Agreement may be executed in any number of counterparts, and
this has the same effect as if the signatures on the counterparts were on a
single copy of this Second Amendatory Agreement.
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8.
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GOVERNING
LAW
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THIS
SECOND AMENDATORY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS
Of LAW PRINCIPLES).
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9.
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EFFECTIVENESS
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This
Second Amendatory Agreement shall become effective on the date when the
Borrower, the Guarantors and Lenders constituting the Majority Lenders shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of facsimile or other electronic
transmission) the same to ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ (New York), ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇; Attention: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (facsimile number:
▇▇▇-▇▇▇-▇▇▇▇ / email: ▇▇▇▇▇▇@▇▇▇.▇▇▇).
This
Second Amendatory Agreement has been entered into as of the date signed at the
beginning hereof.
SIGNATORIES
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BORROWER:
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EAGLE
BULK SHIPPING INC.
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By:
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CARDINAL
SHIPPING LLC
CONDOR
SHIPPING LLC
CRESTED
EAGLE SHIPPING LLC
CROWNED
EAGLE SHIPPING LLC
FALCON
SHIPPING LLC
GOLDEN
EAGLE SHIPPING LLC
GRIFFON
SHIPPING LLC
HARRIER
SHIPPING LLC
HAWK
SHIPPING LLC
HERON
SHIPPING LLC
IMPERIAL
EAGLE SHIPPING LLC
▇▇▇▇▇▇
SHIPPING LLC
KESTREL
SHIPPING LLC
KITE
SHIPPING LLC
KITTIWAKE
SHIPPING LLC
MERLIN
SHIPPING LLC
OSPREY
SHIPPING LLC
PEREGRINE
SHIPPING LLC
SHRIKE
SHIPPING LLC
SKUA
SHIPPING LLC
SPARROW
SHIPPING LLC
STELLAR
EAGLE SHIPPING LLC
TERN
SHIPPING LLC
PETREL
SHIPPING LLC
PUFFIN
SHIPPING LLC
RAPTOR
SHIPPING LLC
SAKER
SHIPPING LLC
SANDPIPER
SHIPPING LLC
SNIPE
SHIPPING LLC
SWIFT
SHIPPING LLC
GOLDENEYE
SHIPPING LLC
GOSHAWK
SHIPPING LLC
FULMAR
SHIPPING LLC
▇▇▇▇
SHIPPING LLC
▇▇▇▇▇
SHIPPING LLC
CERNICALO
SHIPPING LLC
REDWING
SHIPPING LLC
WOODSTAR
SHIPPING LLC
By:
Eagle Bulk Shipping Inc.,
as
sole member
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By:
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AGALI
SHIPPING S.A
AVLONA
SHIPPING ▇.▇.
▇▇▇▇▇▇▇
MOPING S.A.
DROSATO
SHIPPING S.A.
FOUNTANA
SHIPPING ▇.▇.
▇▇▇▇▇▇
SHIPPING S.A.
KOFINA
SHIPPING ▇.▇.
▇▇▇▇▇▇▇
SHIPPING ▇.▇.
▇▇▇▇▇
SHIPPING S.A.
MYLOS
SHIPPING ▇.▇.
▇▇▇▇▇
SHIPPING S.A.
▇▇▇▇▇▇
SHIPPING S.A.
OLYMPI
SHIPPING S.A.
PELINEO
SHIPPING S.A.
PYRGI
SHIPPING S.A.
RAHI SHIPPING
S.A.
SPILIA
SHIPPING S.A.
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By:
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LENDERS:
THE
ROYAL BANK OF SCOTLAND PLC
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By:
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Name:
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Title:
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WEST
LB AG, LONDON BRANCH
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By:
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Name:
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Title:
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BANK
OF CHINA LIMITED, LONDON BRANCH
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By:
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Name:
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Title:
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LLOYDS
TSB BANK PLC
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By:
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Name:
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||||
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Title:
|
|
||||
|
ALLIANCE
& LEICESTER COMMERICIAL FINANCE PLC
|
|||||
|
By:
|
|||||
|
Name:
|
|||||
|
Title:
|
|||||
|
SUMITOMO
MITSUI BANKING CORPORATION
|
|||||
|
By:
|
|
||||
|
Name:
|
|
||||
|
Title:
|
|
||||
|
CREDIT
INDUSTRIEL ET COMMERCIAL,
NEW
YORK BRANCH
|
|||||
|
By:
|
|||||
|
Name:
|
|||||
|
Title:
|
|||||
|
SUMITOMO
MITSUI BANKING CORPORATION
|
|||||
|
By:
|
|||||
|
Name:
|
|||||
|
Title:
|
|||||
|
CREDIT
INDUSTRIEL ET COMMERCIAL,
NEW
YORK BRANCH
|
|||||
|
By:
|
|
||||
|
Name:
|
|
||||
|
Title:
|
|
||||
12
|
ARRANGER,
BOOKRUNNER, SWAP BANK, AGENT AND SECURITY TRUSTEE
THE
ROYAL BANK OF SCOTLAND
|
||
|
By:
|
|
|
|
|
||
| 13 |