Execution version


Exhibit 4.20(f)


 


SIDE LETTER NO. 5


 


		To:	GRINDROD SHIPPING PTE. LTD.



as Borrower


 


IVS BULK CARRIERS PTE. LTD


IVS BULK OWNING PTE. LTD


IVS BULK 462 PTE. LTD.


IVS BULK 475 PTE. LTD.


UNICORN ATLANTIC PTE. LTD.


UNICORN BALTIC PTE. LTD.


UNICORN ROSS PTE. LTD.


UNICORN IONIA PTE. LTD.


IVS BULK 511 PTE. LTD.


IVS BULK 603 PTE. LTD.


IVS BULK 707 PTE. LTD.


UNICORN CASPIAN PTE. LTD.


IVS BULK 512 PTE. LTD.


IVS BULK 609 PTE. LTD.


IVS BULK 611 PTE. LTD.


IVS BULK 612 PTE. LTD.


as Owner Guarantors


 


GRINDROD SHIPPING HOLDINGS LTD.


as Corporate Guarantor


 


DVB BANK SE SINGAPORE BRANCH


CRÉDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, SINGAPORE BRANCH


STANDARD CHARTERED BANK, SINGAPORE
BRANCH


as Lenders


 


CRÉDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, SINGAPORE BRANCH


DVB BANK SE


STANDARD CHARTERED BANK, SINGAPORE
BRANCH


as Hedge Counterparties


 


CRÉDIT AGRICOLE CORPORATE
AND INVESTMENT BANK


as Account Bank


 


11 November 2020


 


Dear Sirs


 


Facility Agreement dated 8 May 2018 (as amended)


 


We refer to the facility agreement dated 8
May 2018, as amended and supplemented by a side letter dated 14 December 2018, a side letter no. 2 dated 28 June 2019, a side letter
no. 3 dated 16 April 2020 and a side letter no. 4 dated 30 June 2020 (the "Facility Agreement") and made between
(i) Grindrod Shipping Pte. Ltd. as borrower (the "Borrower"), (ii) IVS Bulk Carriers Pte. Ltd, IVS Bulk Owning
Pte. Ltd., IVS Bulk 462 Pte. Ltd., IVS Bulk 475 Pte. Ltd., Unicorn Atlantic Pte. Ltd., Unicorn Baltic Pte. Ltd., Unicorn Ross Pte.
Ltd., Unicorn Ionia Pte. Ltd., IVS Bulk 511 Pte. Ltd., IVS Bulk 603 Pte. Ltd., IVS Bulk 707 Pte. Ltd., Unicorn Caspian Pte. Ltd.,
IVS Bulk 512 Pte. Ltd., IVS Bulk 609 Pte. Ltd., IVS Bulk 611 Pte. Ltd. and IVS Bulk 612 Pte. Ltd. as owner guarantors (the "Owner
Guarantors"), (iii) Crédit Agricole Corporate and Investment Bank, DVB Bank SE (formerly known as DVB Bank SE Singapore
Branch) and Standard Chartered Bank (Singapore) Limited (formerly known as Standard Chartered Bank, Singapore Branch) as mandated
lead arrangers, (iv) Crédit Agricole Corporate and Investment Bank and DVB Bank SE (formerly known as DVB Bank SE Singapore
Branch) as coordination agents, (v) Crédit Agricole Corporate and Investment Bank as account bank, (vi) the financial institutions
listed in Part B of Schedule 1 therein as original lenders (the "Lenders"), (vii) the financial institutions listed
in Part B of Schedule 1 therein as original hedge counterparties, (viii) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch)
as facility agent (the "Facility Agent") and (ix) DVB Bank SE (formerly known as DVB Bank SE Singapore Branch)
as security agent (the "Security Agent") relating to the refinancing of 16 ships owned by the Owner Guarantors.


 




     


     


    

 


We are writing to you in
our capacity as Facility Agent and as Security Agent.


 


DVB Bank SE has requested
that it be removed from the Facility Agreement in its capacity as a Hedging Counterparty.


 


The parties to this letter
have agreed to accede to this request with effect on and from the date of this letter.


 


		1	Definitions and Interpretation



 


		1.1	Definitions



 


		(a)	Words and expression defined in the Facility Agreement shall have the same meanings when used in
this letter unless otherwise defined or the context otherwise requires.



 


		1.2	Application of construction provisions of Facility Agreement



 


Clause 1.2 (Construction)
of the Facility Agreement applies to this letter as if it were expressly incorporated in it with any necessary modifications.


 


		1.3	Designation as a Finance Document



 


The Borrower and the Facility Agent
designate this letter as a Finance Document.


 


		1.4	Third party rights



 


Unless provided to the contrary in
a Finance Document, a person who is not a Party to this letter has no right under the Third Parties Act to enforce or to enjoy
the benefit of any term of this letter.


 


		2	Agreement



 


The parties to this letter agree,
subject to and upon the terms and conditions of this letter, and with effect on and from the date of this letter to amend the Facility
Agreement as set out in this letter.


 


		3	Specific amendments to the finance Documents



 


		3.1	Amendments to the Facility Agreement



 


With
effect on and from the date of this letter, the Facility Agreement shall be amended by deleting the reference to DVB Bank SE in
its capacity as an Original Hedging Counterparty from Part B of Schedule 1 (The Parties) of the Facility Agreement.


 


		4	Amendments to Finance Documents



 


		4.1	Amendments to Finance Documents



 


With effect on and from the date
of this letter the Facility Agreement and each other Finance Document shall be, and shall be deemed by this letter to be, amended
as follows:


 


		(a)	the definition of, and references throughout to, each Finance Document shall be construed as if
the same referred to that Finance Document as amended and supplemented by this letter; and



 


		(b)	by construing references throughout to "this Agreement", "this Deed" and other
like expressions as if the same referred to such Finance Document as amended and supplemented by this letter.



 


		4.2	Finance Documents to remain in full force and effect



 


The Finance Documents
shall remain in full force and effect as amended and supplemented by such further or consequential modifications as may be necessary
to give full effect to the terms of this letter.


 





		4.3	Obligor Confirmation



 


By its countersignature of this letter,
each party to this letter:


 


		(a)	confirms its acceptance of the amendments effected by this letter;



  



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		(b)	agrees that it is bound as a party to the Finance Documents;



  


		(c)	confirms that the definition of, and references throughout each of the Finance Documents to, the
Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement
and those Finance Documents as amended and supplemented by this Agreement;



 


		(d)	if it is the Corporate Guarantor or an Owner Guarantor confirms that its guarantee and indemnity:



 


		(i)	continues to have full force and effect on the terms of the Facility Agreement as amended and supplemented
by this letter; and



 


		(ii)	extends to the obligations of the relevant Obligors under the Finance Documents as amended and
supplemented by this letter.



 


		4.4	Security confirmation



 


By its countersignature of this letter,
each Obligor confirms that:


 


		(a)	any Security created by it under the Finance Documents extends to the obligations of the relevant
Obligors under the Finance Documents as amended and supplemented by this letter;



 


		(b)	the obligations of the relevant Obligors under the Facility Agreement as amended and supplemented
by this letter are included in the Secured Liabilities (as defined in the Security Documents to which it is a party); and



 


		(c)	the Security created under the Finance Documents continues in full force and effect on the terms
of the respective Finance Documents



  


		5	Notices



 


Clause 36 (Notices) of the
Facility Agreement, as amended and supplemented by this letter, applies to this letter as if it were expressly incorporated in
it with any necessary modifications.


 


		6	Counterparts



 


This letter 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 letter.


 


		7	Governing Law



 


This letter and any non-contractual
obligations arising out of or in connection with it are governed by English law.





 


		8	Enforcement



 


		8.1	Jurisdiction



 


		(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection
with this letter (including a dispute regarding the existence, validity or termination of this letter or any non-contractual obligation
arising out of or in connection with this letter) (a "Dispute").



 


		(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to
settle Disputes and accordingly the Obligors will not argue to the contrary.



 


		(c)	This Clause 8.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a result,
no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the
extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.



 


		8.2	Service of process



 


Each Obligor irrevocably
appoints Grindrod Shipping Services UK Ltd, to act as its agent to receive and accept on its behalf any process or other document
relating to any proceedings in the English courts which are connected with this letter.


 


This letter has been entered into on the date
stated at the beginning of this letter.


 




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Yours faithfully


 


	/s/Renaud Boula de Mareuil	 	Renaud Boula de Mareuil	 	/s/Domenik Nizet	 	Domenik Nizet
	 	 	Senior Vice President	 	 	 	Senior Vice President
	 	 	 	 	 	 	 
	
        For and on behalf of

        DVB BANK SE

        as Facility Agent
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	/s/Renaud Boula de Mareuil	 	Renaud Boula de Mareuil	 	/s/Domenik Nizet	 	Domenik Nizet
	 	 	Senior Vice President	 	 	 	Senior Vice President
	 	 	 	 	 	 	 
	
        For and on behalf of

        DVB BANK SE

        as Security Agent
	 	 	 	 	 	 


 




    	 	4	 



     


    

 


We hereby acknowledge and agree to the terms
of the above letter:


 


	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	GRINDROD SHIPPING PTE. LTD.	 	 
	as Borrower	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK CARRIERS PTE. LTD	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK OWNING PTE. LTD	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 462 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 475 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	UNICORN ATLANTIC PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	UNICORN BALTIC PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	UNICORN ROSS PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	UNICORN IONIA PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 511 PTE. LTD.	 	 
	as an Owner Guarantor	 	 



 




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	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 603 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 707 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	UNICORN CASPIAN PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 512 PTE. LTD. 	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 609 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 611 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	IVS BULK 612 PTE. LTD.	 	 
	as an Owner Guarantor	 	 
	 	 	 
	/s/Stephen William Griffiths	 	Stephen William Griffiths
	 	 	 
	For and on behalf of	 	 
	GRINDROD SHIPPING HOLDINGS LTD.	 	 
	as Corporate Guarantor	 	 


 




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	/s/Renaud Boula de Mareuil	 	Renaud Boula de Mareuil	 	/s/Domenik Nizet	 	Domenik Nizet
	 	 	Senior Vice President	 	 	 	Senior Vice President
	 	 	 	 	 	 	 
	For and on behalf of


DVB BANK SE SINGAPORE BRANCH


as a Lender


	 	 	 	 


 


	/s/Dilhan Sebastian	 	Dilhan Sebastian
	 	 	 
	For and on behalf of	 	 
	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH
	as a Lender	 	 
	 	 	 
	/s/Abhishek Pandey	 	Abhishek Pandey
	 	 	Managing Director & Head
	 	 	Shipping Finance
	 	 	 
	For and on behalf of	 	 
	STANDARD CHARTERED BANK, SINGAPORE BRANCH
	as a Lender	 	 
	 	 	 
	/s/Dilhan Sebastian	 	Dilhan Sebastian
	 	 	 
	For and on behalf of	 	 
	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH
	as a Hedging Counterparty	 	 


 


	/s/Renaud Boula de Mareuil	 	Renaud Boula de Mareuil	 	/s/Domenik Nizet	 	Domenik Nizet
	 	 	Senior Vice President	 	 	 	Senior Vice President
	 	 	 	 	 	 	 
	
        For and on behalf of

        DVB BANK SE

        as a Hedging Counterparty
	 	 	 	 	 	 


 


	/s/Abhishek Pandey	 	Abhishek Pandey
	 	 	Managing Director & Head
	 	 	Shipping Finance
	 	 	 
	For and on behalf of	 	 
	STANDARD CHARTERED BANK, SINGAPORE BRANCH
	as a Hedging Counterparty	 	 
	 	 	 
	/s/Dilhan Sebastian	 	Dilhan Sebastian
	 	 	 
	For and on behalf of	 	 
	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, SINGAPORE BRANCH
	as Account Bank	 	 


 




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