EXHIBIT 10.16
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "Amendment") is entered
into effective as of the 25th day of April, 2005, among Adventure Holdings S.A.,
a corporation formed under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands (the
"Borrower"), G Bros S.A., a corporation formed under the laws of the Republic of
the ▇▇▇▇▇▇▇▇ Islands ("G Bros"), and V Capital S.A., a corporation formed under
the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands ("V Capital"; G Bros and V
Capital are collectively referred to herein as the "Lenders").
WHEREAS, the Lenders and the Borrower have entered into a Loan
Agreement dated September 20, 2004 (the "Loan Agreement"), whereby the Lenders
have provided to the Borrower an interest-free loan in the principal amount of
US$2,554,737.25 (the "Loan") in connection with the acquisition of the M/V "Free
Envoy"; and
WHEREAS, the Lenders and the Borrower wish to modify the repayment
terms of the Loan, as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
agreements and covenants contained herein, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties have agreed and do agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used but not defined in this
Amendment shall have the meanings as set forth in the Loan Agreement.
2. MODIFICATION OF REPAYMENT TERMS. Section 1.2 of the Loan Agreement
shall be amended in its entirety to read as follows:
"The outstanding principal balance of the Loan shall be repayable in
eight equal quarterly installments of US$250,000 each in the years 2006 and
2007, with a balloon payment due on January 1, 2008 of the principal balance
then remaining outstanding; provided, however, if the merger transaction (the
"Merger") contemplated by the Agreement and Plan of Merger dated March 24, 2005
among the Borrower, the Lenders, the beneficial owners of the Lenders, and
Trinity Partners Acquisition Company Inc. is completed and, following the
closing of the Merger, the Borrower raises additional capital of at least
US$12,500,000 (whether by the sale of new shares of capital stock or other
securities that constitute equity of the Borrower, the exercise of warrants or
options, or otherwise), then the outstanding principal balance of the Loan shall
become immediately due and payable."
3. NO FURTHER MODIFICATIONS. Except as expressly set forth in this
Amendment, the Loan Agreement shall be unmodified and remain in full force and
effect.
4. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with the laws of England.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers as of the date first written
above.
BORROWER:
Adventure Holdings S.A.
By: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. Gourdomichalis
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Name: Ion ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Gourdomichalis
Title: Secretary President
LENDERS:
G Bros S.A.
By: /s/ ▇▇▇▇▇▇ ▇. Gourdomichalis
------------------------------------
Name: ▇▇▇▇▇▇ ▇. Gourdomichalis
Title: President
V Capital S.A.
By: /s/ Ion ▇. ▇▇▇▇▇▇▇▇▇▇
------------------------------------
Name: Ion ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
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