EIGHTH SUPPLEMENTAL AGREEMENT relating to a Reducing Revolving Credit Facility of up to (originally) US$120,000,000 to GLOBUS MARITIME LIMITED provided by CREDIT SUISSE AG (formerly known as CREDIT SUISSE) Contents

 

Exhibit 4.13

 

Private & Confidential

 

Dated 14 August 2014

 

EIGHTH SUPPLEMENTAL AGREEMENT

relating to

a Reducing Revolving Credit Facility of up to (originally) US$120,000,000

to

GLOBUS MARITIME LIMITED

 

provided by

CREDIT SUISSE AG

(formerly known as CREDIT SUISSE)

 

 

 

 

Contents

 

Clause		Page
1	Definitions	2
2	Agreement of Bank	3
3	Amendments to Principal Agreement	3
4	Representations and warranties	5
5	Conditions	6
6	Relevant Parties’ confirmation	7
7	Fees and Expenses	7
8	Miscellaneous and notices	8
9	Applicable law	8
Schedule 1 Documents and evidence required as conditions precedent		10
Schedule 2 Form of Mortgage Addendum		12

 

 

 

THIS EIGHTH SUPPLEMENTAL AGREEMENT is dated 14 August 2014 and made BETWEEN:

 

(1)

GLOBUS MARITIME LIMITED, a company initially incorporated in Jersey and redomiciled to the ▇▇▇▇▇▇▇▇ Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Borrower”);

 

(2)

DEVOCEAN MARITIME LTD. (the “River Globe Owner”), ELYSIUM MARITIME LIMITED (the “Tiara Globe Owner”), ▇▇▇▇▇ MARITIME S.A. (the “Star Globe Owner”) and DOMINA MARITIME LTD. (the “Sky Globe Owner” and, together with the River Globe Owner, the Tiara Globe Owner and the Star Globe Owner, the “Owners”), each a company incorporated in the ▇▇▇▇▇▇▇▇ Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇;

 

(3)

GLOBUS SHIPMANAGEMENT CORP., a company incorporated in the ▇▇▇▇▇▇▇▇ Islands, with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Manager”); and

 

(4)

CREDIT SUISSE AG (formerly known as CREDIT SUISSE), a company incorporated in Switzerland, with its registered office at ▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (the “Bank”).

 

WHEREAS:

 

(A)

this Agreement is made on the basis of an agreement reached between the Bank and the Borrower reflected in certain written terms sent by the Bank to the Borrower in March 2014;

 

(B)

this Agreement is supplemental to a facility agreement dated 26 November 2007, made between the Borrower and the Bank (the “Original Agreement”), as amended by a first supplemental agreement dated 12 March 2009, a second supplemental agreement dated 18 August 2009, a third supplemental agreement dated 17 May 2010, a fourth supplemental agreement dated 21 May 2010, a fifth supplemental agreement dated 12 November 2010, a sixth supplemental agreement dated 5 May 2011 and a seventh supplemental agreement dated 26 March 2013, each made between (inter alios), the Borrower, certain of the Owners, the Manager and the Bank (together the “Supplemental Agreements” and, together with the Original Agreement, the “Principal Agreement”), pursuant to which the Bank agreed to make available to the Borrower a reducing revolving credit facility of (originally) up to One hundred and twenty million United States Dollars ($120,000,000) (of which the aggregate principal amount outstanding at the date hereof is Thirty nine million five hundred thousand United States Dollars ($39,500,000)) upon the terms and conditions set out therein;

 

(C)

the Borrower has requested the Bank to consent to the change of the minimum amount of Consolidated Cash and Cash Equivalents (as defined in the Principal Agreement) required under clause 8.4.1 (b) of the Principal Agreement.

 

(D)

this Agreement sets out the terms and conditions upon which the Bank shall provide its agreement to:

 

(a)

the proposed amendment set out in recital (C) hereto;

 

(b)

certain other amendments to the terms of the Principal Agreement; and

 

(c)

certain other consequential amendments to the Principal Agreement.

 

 

 

NOW IT IS HEREBY AGREED as follows:

 

1

Definitions

 

1.1

Defined expressions

 

Words and expressions defined in the Principal Agreement shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.

 

1.2

Definitions

 

In this Agreement, unless the context otherwise requires:

 

“Effective Date” means the date, being no later than 14 August 2014, on which the Bank notifies the Borrower in writing that the Bank has received the documents and evidence specified in clause 5 and Schedule 1 in a form and substance satisfactory to it;

 

“Facility Agreement” means the Principal Agreement, as amended by this Agreement;

 

“Mortgage Addendum” means, in relation to each of m.v. River Globe, m.v. Tiara Globe and m.v. Sky Globe, the third amendment to the Mortgage over each such Ship, and in relation to the Star Globe, the second amendment to the Mortgage over that Ship, each made or (as the context may require) to be made between the relevant Owner and the Bank in the form set out in Schedule 2 and “Mortgage Addenda” means any of them;

 

“Relevant Documents” means, together, this Agreement and the Mortgage Addenda and “Relevant Document” means any of them; and

 

“Relevant Parties” means the Borrower, the Owners, the Manager or, where the context so requires or permits, means any or all of them.

 

1.3

Principal Agreement

 

References in the Principal Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the Principal Agreement, as amended by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Principal Agreement, shall be construed accordingly.

 

1.4

Headings

 

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

 

1.5

Construction of certain terms

 

In this Agreement, unless the context otherwise requires:

 

1.5.1

references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references to this Agreement include its schedules;

 

1.5.2

references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision or that document as in force for the time being and as amended in accordance with the terms thereof, or, as the case may be, with the agreement of the relevant parties;

 

 

 

1.5.3

references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any agency, authority, central bank or government department or any self-regulatory or other national or supra-national authority;

 

1.5.4

words importing the plural shall include the singular and vice versa;

 

1.5.5

references to a time of day are to London time;

 

1.5.6

references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;

 

1.5.7

references to a “guarantee” include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed” shall be construed accordingly; and

 

1.5.8

references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended.

 

1.6

Third Party Rights

 

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce or to enjoy the benefit of any terms of this Agreement.

 

2

Agreement of Bank

 

The Bank, relying upon the representations and warranties made by each of the Relevant Parties in clause 4, agrees with the Borrower that, subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment, on or before 14 August 2014, of the conditions contained in clause 5 and Schedule 1, the Bank agrees, with effect on and from the Effective Date to the amendments of the Principal Agreement on the terms set out in clause 3.

 

3

Amendments to Principal Agreement

 

3.1

Amendments

 

The Principal Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended in accordance with the following provisions and the Principal Agreement (as so amended) will continue to be binding upon each of the Bank and the Borrower in accordance with its terms as so amended:

 

3.1.1

by deleting in clause 1.2 of the Principal Agreement the definition of “Margin” and by inserting in its place the following new definition of “Margin”:

 

““Margin” means:

 

(a)

from the date of this Agreement until 26 February 2009, zero point nine five per cent (0.95%) per annum;

 

(b)

from 27 February 2009 until 31 January 2010, one point seven five per cent (1.75%) per annum;

 

(c)

from 1 February 2010 until 30 September 2010, zero point nine five per cent (0.95%) per annum;

 

(d)

from 1 October 2010 until 29 June 2011, zero point seven five per cent (0.75%) per annum;

 

(e)

from 30 June 2011 until 6 July 2011, zero point nine five per cent (0.95%) per annum;

 

 

 

(f)

from 7 July 2011 until 27 November 2011, zero point seven five per cent (0.75%) per annum;

 

(g)

from 28 November 2011 until 27 December 2012, zero point nine five per cent (0.95%) per annum;

 

(h)

from 28 December 2012 until 31 March 2014, two point one zero per cent (2.10%) per annum; and

 

(i)

from 1 April 2014 and at all times thereafter, one point two zero per cent (1.20%) per annum;”;

 

3.1.2

by deleting in clause 1.2 of the Principal Agreement the definition of “Supplemental Agreements” and by inserting in its place the following new definition of “Supplemental Agreements”:

 

““Supplemental Agreements” means together the First Supplemental Agreement, the Second Supplemental Agreement, the Third Supplemental Agreement, the Fourth Supplemental Agreement, the Fifth Supplemental Agreement, the Sixth Supplemental Agreement, the Seventh Supplemental Agreement and the Eighth Supplemental Agreement;”;

 

3.1.3

by inserting the words “the Additional Mortgage Addenda,” after the words “the New Mortgage Addenda,” in the definition of the “Security Documents” in clause 1.2 of the Principal Agreement;

 

3.1.4

by inserting in the correct alphabetical order in clause 1.2 of the Principal Agreement the following new definitions of “Additional Mortgage Addenda” and “Eighth Supplemental Agreement”:

 

““Additional Mortgage Addenda” has the meaning given to “Mortgage Addenda” in the Eighth Supplemental Agreement;”; and

 

““Eighth Supplemental Agreement” means the agreement dated 14 August 2014, made between (inter alios) (1) the Borrower and (2) the Bank, supplemental to this Agreement;”;

 

3.1.5

by deleting clause 8.3.6 of the Principal Agreement in its entirety and by replacing it with the following new clause 8.3.6:

 

“8.3.6     Share capital and distribution

 

purchase or otherwise acquire for value any shares of its capital or distribute any of its present or future assets, undertaking, rights or revenues to any of its shareholders of common shares or of Series A preferred shares or declare or pay any cash dividends or cash distributions to any of its shareholders of common shares or of Series A preferred shares, except if:

 

(a)

no Default shall have occurred at the time of any such action nor would occur as a result of any such action; and

 

(b)

(i)

at the time of any such action and during the 90-day period falling immediately thereafter, the Borrower maintains Consolidated Cash and Cash Equivalents in an amount of no less than $7,000,000 (as the same evidenced by the then most recent Accounting Information or (if not applicable or available and until it is made available) by certificates of a duly authorised officer of the Borrower with financing responsibility within the Group submitted by the Borrower to the Bank at any relevant time including upon the Bank’s request), in which case it may take any such action at that time; or

 

 

 

(ii)

(in the case of cash dividends and cash distributions only) at the time of declaration and payments of any cash dividends or distributions to the holders of Series A preferred shares only, the Borrower maintains Consolidated Cash and Cash Equivalents in an amount of no less than $5,000,000, in which case it may make cash dividends and distributions to the holders of Series A preferred shares only at that time, but subject to an aggregate maximum amount of $500,000 per financial year.”;

 

3.1.6

by deleting paragraph 8.4.1(b) of the Principal Agreement in its entirety and by replacing it with the following new paragraph 8.4.1(b):

 

“(b)

Liquidity

 

(i)

subject to paragraph (ii) below, it maintains at the end of each Accounting Period and at all other times during the Security Period, Consolidated Cash and Cash Equivalents in an amount which is not less than $5,000,000; and

 

(ii)

if the Borrower has taken any action pursuant to clause 8.3.6(b)(i) above, it maintains for the 90-day period immediately thereafter Consolidated Cash and Cash Equivalents in an amount of no less than $7,000,000 (in lieu of the amount of referred to in paragraph (i) above).”; and

 

3.1.7

by deleting the title in the form of the Drawdown Notice in Schedule 1 of the Principal Agreement and by inserting the following new title:

 

“US$120,000,000 Reducing Revolving Credit Facility

 

Facility Agreement dated 26 November 2007, as amended by a first supplemental agreement dated 12 March 2009, a second supplemental agreement dated 18 August 2009, a third supplemental agreement dated 17 May 2010, a fourth supplemental agreement dated 21 May 2010, a fifth supplemental agreement dated 12 November 2010, a sixth supplemental agreement dated 5 May 2011, a seventh supplemental agreement dated 26 March 2013 and an eighth supplemental agreement dated 14 August 2014”.

 

3.2

Continued force and effect

 

Save as amended by this Agreement, the provisions of the Principal Agreement shall continue in full force and effect and this Agreement and the Principal Agreement shall, in each case, be read and construed as one instrument.

 

4

Representations and warranties

 

4.1

Primary representations and warranties

 

Each of the Relevant Parties represents and warrants to the Bank that:

 

4.1.1

Existing representations and warranties

 

the representations and warranties set out in clause 7 of the Principal Agreement, clause 4 of each Owner’s Guarantee and clause 3 of each Manager’s Undertaking were true and correct on the date of the Principal Agreement and are true and correct, including to the extent that they may have been or shall be amended by this Agreement, as if made at the date of this Agreement with reference to the facts and circumstances existing at such date;

 

4.1.2

Corporate power

 

each of the Relevant Parties has power to execute, deliver and perform its obligations under the Relevant Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken by each of the Relevant Parties to authorise the execution, delivery and performance of the Relevant Documents to which it is or is to be a party;

 

 

 

4.1.3

Binding obligations

 

the Relevant Documents to which it is or is to be a party constitute valid and legally binding obligations of each of the Relevant Parties enforceable in accordance with their terms;

 

4.1.4

No conflict with other obligations

 

the execution, delivery and performance of the Relevant Documents to which it is or is to be a party by each of the Relevant Parties will not (i) contravene any existing law, statute, rule or regulation or any judgment, decree or permit to which any of the Relevant Parties is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any of the Relevant Parties is a party or is subject or by which it or any of its property is bound or (iii) contravene or conflict with any provision of the constitutional documents of any of the Relevant Parties or (iv) result in the creation or imposition of or oblige any of the Relevant Parties to create any Encumbrance (other than a Permitted Encumbrance) on any of the undertaking, assets, rights or revenues of any of the Relevant Parties;

 

4.1.5

No filings required

 

save for the registration of the Mortgage Addenda with the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Relevant Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Relevant Documents and each of the Relevant Documents is in proper form for its enforcement in the courts of each Relevant Jurisdiction;

 

4.1.6

Choice of law

 

the choice of English law to govern this Agreement and the choice of the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands to govern the Mortgage Addenda, and the submissions by the Relevant Parties to the non-exclusive jurisdiction of the English courts, are valid and binding; and

 

4.1.7

Consents obtained

 

every consent, authorisation, licence or approval of, or registration or declaration to, governmental or public bodies or authorities or courts required by any of the Relevant Parties in connection with the execution, delivery, validity, enforceability or admissibility in evidence of the Relevant Documents to which it is or will become a party or the performance by any of the Relevant Parties of their respective obligations under such documents has been obtained or made and is in full force and effect and there has been no default in the observance of any conditions or restrictions (if any) imposed in, or in connection with, any of the same.

 

4.2

Repetition of representations and warranties

 

Each of the representations and warranties contained in clause 4.1 of this Agreement, clause 4 of each Owner’s Guarantee, clause 3 of each Manager’s Undertaking and clause 7 of the Principal Agreement shall be deemed to be repeated by each of the Relevant Parties on the Effective Date as if made with reference to the facts and circumstances existing on such day.

 

5

Conditions

 

5.1

Documents and evidence

 

The agreement of the Bank referred to in clause 2 shall be subject to the receipt by the Bank or its duly authorised representative of the documents and evidence specified in Schedule 1 in form and substance satisfactory to the Bank.

 

 

 

5.2

General conditions precedent

 

The agreement of the Bank referred to in clause 2 shall be further subject to:

 

5.2.1

the representations and warranties in clause 4 being true and correct on the Effective Date as if each was made with respect to the facts and circumstances existing at such time; and

 

5.2.2

no Default having occurred and continuing at the time of the Effective Date.

 

5.3

Waiver of conditions precedent

 

The conditions specified in this clause 5 are inserted solely for the benefit of the Bank and may be waived by the Bank in whole or in part with or without conditions.

 

6

Relevant Parties’ confirmation

 

6.1

Guarantees

 

Each of the Owners hereby confirms its consent to the amendments of the Principal Agreement and the other arrangements contained in this Agreement and further acknowledges and agrees that:

 

6.1.1

the Owner’s Guarantee and any other Security Document to which that Owner is a party and the obligations of that Owner thereunder, shall remain and continue in full force and effect notwithstanding the said amendments of the Principal Agreement and the other arrangements contained in this Agreement; and

 

6.1.2

with effect from the Effective Date, references in the Owner’s Guarantee and any other Security Document to which that Owner is a party to the “Agreement” or “the Facility Agreement” or the “Loan Agreement” (or such other equivalent or similar references) shall henceforth be references to the Principal Agreement as amended and supplemented by this Agreement and as from time to time hereafter amended, and shall also be deemed to include this Agreement and the obligations of the Borrower hereunder.

 

6.2

Security Documents

 

Each of the Relevant Parties hereby confirms its consent to the amendments to the Principal Agreement and the other arrangements contained in this Agreement and further acknowledges and agrees that:

 

6.2.1

each of the Security Documents to which it is a party, and its obligations thereunder, shall remain in full force and effect notwithstanding the said amendments made to the Principal Agreement and the other arrangements contained in this Agreement; and

 

6.2.2

with effect from the Effective Date, references to “the Agreement” or “the Facility Agreement” or the “the Loan Agreement” (or such other equivalent or similar references) in any of the Security Documents to which it is a party shall henceforth be references to the Principal Agreement, as amended by this Agreement and as from time to time hereafter amended and shall also be deemed to include the obligations of the Borrower hereunder.

 

7

Fees and Expenses

 

7.1

Fees

 

The Borrower shall pay to the Bank on the date of this Agreement an up-front amendment fee of Fifteen thousand Dollars ($15,000).

 

 

 

7.2

Expenses

 

The Borrower agrees to pay to the Bank on a full indemnity basis on demand all expenses (including legal and out-of-pocket expenses) incurred by the Bank:

 

7.2.1

in connection with the negotiation, preparation, execution and, where relevant, registration of this Agreement and the other Relevant Documents and of any amendment or extension of or the granting of any waiver or consent under this Agreement or the other Relevant Documents; and

 

7.2.2

in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under this Agreement or the other Relevant Documents or otherwise in respect of the monies owing and obligations incurred under this Agreement and the other Relevant Documents,

 

together with interest at the rate referred to in clause 3.4 of the Principal Agreement from the date on which such expenses were incurred to the date of payment (as well after as before judgment).

 

7.3

Value Added Tax

 

All fees and expenses payable pursuant to this clause 7 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon.

 

7.4

Stamp and other duties

 

The Borrower agrees to pay to the Bank on demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Bank) imposed on or in connection with this Agreement and the other Relevant Documents and shall indemnify the Bank against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.

 

8

Miscellaneous and notices

 

8.1

Notices

 

The provisions of clause 15.1 of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder as if the same were expressly stated herein.

 

8.2

Counterparts

 

This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.

 

9

Applicable law

 

9.1

Law

 

This Agreement and any non-contractual obligations connected with it are governed by, and shall be construed in accordance with, English law.

 

 

 

9.2

Submission to jurisdiction

 

Each of the Relevant Parties agrees, for the benefit of the Bank, that any legal action or proceedings arising out of or in connection with this Agreement (including any non-contractual obligations connected with it) against any of the Relevant Parties or any of its assets may be brought in the English courts. Each of the Relevant Parties irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers Messrs ▇▇▇▇▇▇▇ & Co. at present of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ to receive for it and on its behalf, service of process issued out of the English courts in any such legal action or proceedings. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Relevant Parties in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties further agree that only the Courts of England and not those of any other State shall have jurisdiction to determine any claim which any of the Relevant Parties may have against the Bank arising out of or in connection with this Agreement (including any non-contractual obligations connected with it).

 

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

 

 

 

Schedule 1
Documents and evidence required as conditions precedent

(referred to in clause 5.1)

 

1

Corporate authorisation

 

In relation to each of the Relevant Parties:

 

(a)

Constitutional documents

 

copies certified by an officer of each of the Relevant Parties as true, complete and up to date copies, of all documents which contain or establish or relate to the constitution of that party or a secretary's certificate confirming that there have been no changes or amendments to the constitutional documents, certified copies of which were previously delivered to the Bank pursuant to the Principal Agreement;

 

(b)

Resolutions

 

copies of resolutions of each of its board of directors and its shareholders approving such of the Relevant Documents to which it is or is to be a party and the terms and conditions hereof and thereof and authorising the signature, delivery and performance of each such party's obligations thereunder, certified (in a certificate dated no earlier than fifteen (15) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party:

 

(1)

being true and correct;

 

(2)

being duly passed at meetings of the directors of such Relevant Party and of the shareholders of such Relevant Party each duly convened and held;

 

(3)

not having been amended, modified or revoked; and

 

(4)

being in full force and effect

 

together with originals or certified copies of any powers of attorney issued by any party pursuant to such resolutions; and

 

(c)

Certificate of incumbency

 

a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than fifteen (15) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

 

2

Consents

 

a certificate (dated no earlier than fifteen (15) Banking Days prior to the date of this Agreement) from an officer of each of the Relevant Parties stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise, or are required by each of the Relevant Parties or any other party (other than the Bank) in connection with, the execution, delivery and performance of the Relevant Documents to which they are or will be a party;

 

3

Relevant Documents

 

this Agreement and the Mortgage Addenda, each duly executed by the Relevant Parties;

 

 

 

4

Mortgage Addenda Registration

 

evidence that the Mortgage Addenda have been registered against the Ships under the laws and flag of the relevant Flag States through the relevant Registries;

 

5

Legal opinion

 

an opinion of Messrs ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special legal advisers on matters of ▇▇▇▇▇▇▇▇ Islands law to the Bank; and

 

6

Process agent

 

an original or certified true copy of a letter from the agent for receipt of service of proceedings of each Relevant Party accepting its appointment under this Agreement or any other Relevant Document as process agent of each Relevant Party.

 

 

 

Schedule 2
Form of Mortgage Addendum

 

 

 

EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
GLOBUS MARITIME LIMITED	)	Attorney-in-fact
in the presence of:	)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: Attorney, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greece
EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
DEVOCEAN MARITIME LTD.	)	Attorney-in-fact
in the presence of:	)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: Attorney, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greece
EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
ELYSIUM MARITIME LIMITED	)	Attorney-in-fact
in the presence of:	)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: Attorney, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greece
EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
DOMINA MARITIME LTD.	)	Attorney-in-fact
in the presence of:	)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: Attorney, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greece

 

 

 

EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
▇▇▇▇▇ MARITIME S.A.	)	Attorney-in-fact
in the presence of:	)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: Attorney, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greece
EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
GLOBUS SHIPMANAGEMENT CORP.	)	Attorney-in-fact
in the presence of:	)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: Attorney, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Greece
EXECUTED as a DEED	)
by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
for and on behalf of	)
CREDIT SUISSE AG	)	Attorney-in-fact
(formerly known as CREDIT SUISSE)	)
in the presence of:	)
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Witness
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Address:
Occupation: