kl07052_ex10-1.htm


    
      

    

    Exhibit
      10.1

     

    
 

    $155,000,000                                                                                                                             
      May 3, 2007

                                                           
      New York, New York

     

     

    PROMISSORY
      NOTE

     

    For
      value
      received, and on the terms and subject to the conditions set forth in this
      promissory note (this “Promissory Note”), GENCO SHIPPING & TRADING LIMITED,
      a corporation incorporated under the laws of the Republic of the Marshall
      Islands, having an address at 299 Park Avenue, 20th Floor, New York, New York
      10171 (the “Borrower”), hereby promises to pay to the order of
      DNB NOR BANK ASA, Grand Cayman Branch (“DnB NOR”), as
      administrative agent for the Lenders, as defined below (in such capacity, the
      Administrative Agent”), and security trustee (in such capacity,
      the “Security Trustee”) for the Lenders, on the Termination
      Date (as defined below) the unpaid principal amount of the loan (the
“Loan”) made by the Lenders (as defined below) to the Borrower
      pursuant hereto and as evidenced hereby, in the principal amount of up to One
      Hundred Fifty Five Million United States dollars ($155,000,000).  DnB
      NOR and Nordea Bank Norge ASA, Grand Cayman Branch (“Nordea”),
      have agreed to act as joint mandated lead arrangers (the “Mandated Lead
      Arrangers”) and joint bookrunners (the “Bookrunners”)
      and the Lenders have agreed to make the Loan available to the Borrower for
      the
      purpose of funding the acquisition of shares of capital stock of Jinhui (as
      defined below) by the Borrower.  The Borrower shall be permitted to
      borrow an amount equal to a price per share of the capital stock of Jinhui
      to be
      agreed upon pursuant to a separate letter agreement.

    


    The
      Loan
      shall be available in multiple Advances (as defined below) upon three (3)
      Business Days’ prior written notice subject to the restrictions contained
      herein, provided, however that no more than ten (10) Advances
      shall be outstanding at any one time; and provided, further that
      any such Advance shall be in a minimum amount of Five Million Dollars
      ($5,000,000) and in multiples of One Million Dollars ($1,000,000).

    


    The
      Borrower hereby promises to pay interest on the unpaid principal amount of
      the
      Loan on the dates and at the rate provided for herein.

    


    The
      Administrative Agent may endorse the amount and the date of the making of each
      Advance evidenced hereby and each payment of principal hereunder on the grid
      attached hereto as Schedule 2 and made a part hereof, which endorsement shall
      constitute prima facie evidence of the accuracy of the
      information so endorsed; provided, however, that any failure to
      endorse such information on such grid shall not in any manner affect the
      obligation of the Borrower to make payment of principal and interest in
      accordance with the terms of this Promissory Note.

    


    Section
      1.  Certain
      Terms Defined. The following terms for all
      purposes of this Promissory Note shall have the respective meanings specified
      below and words and

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    expression
      used herein as defined terms but not defined herein have the meaning ascribed
      to
      them in the Existing Credit Facility Agreement (as defined below).

     

    “Advances”
      means any amount advanced to the Borrower with respect to the Loan
      or
      (as the context may require) the aggregate amount of all such Advances for
      the
      time being outstanding.

     

    “Agents”
      means each of the Administrative Agent and the Security Trustee.

     

    “Applicable
      Rate” shall have the meaning ascribed thereto in Section
      3.

     

    “Applicable
      Margin” means (i) eighty-five hundredths of one percent (0.85%) per
      annum for the period from the date of the initial Advance hereunder through
      the
      six-month anniversary thereof and (ii) one percent (1.0%) per annum thereafter
      through the Termination Date.

     

    “Borrower”
      shall have the meaning ascribed thereto in the preamble.

     

    “Business
      Day” means any day except a Saturday, Sunday or other day on which
      commercial banks in New York, New York and London, England are authorized by
      law
      to close.

     

    “Default
      Rate” shall have the meaning ascribed thereto in Section
      3.

     

    “Existing
      Credit Facility Agreement” means that certain credit agreement dated as
      of July 15, 2005, as amended, supplemented or otherwise modified, among
inter alias, the Borrower, as borrower, DnB NOR as joint lead arranger,
      administrative agent and collateral agent and DnB NOR, together with various
      other lenders as are party thereto, as lenders, a copy of which, without
      exhibits, is attached hereto as Exhibit A.

     

    “Fee
      Letter” means the fee letter dated the date hereof and entered
      into by the Borrower, DnB NOR and Nordea in respect of the transactions
      contemplated by this Promissory Note.

     

    “Interest
      Period” means period(s) of one (1) week, two (2) weeks, one (1) month
      or (3) three months as selected by the Borrower, or as otherwise agreed by
      the
      Majority Lenders and the Borrower; provided, however that no more than ten
      (10)
      Interest Periods shall be applicable to outstanding Advances at any one
      time.

     

    “Jinhui”
      means Jinhui Shipping and Transportation Limited a company limited
      by
      shares formed under the laws of Bermuda and whose capital stock is listed on
      the
      Oslo Stock Exchange.

     

    “Lenders”
      shall mean each of the banks and financial institutions listed on Schedule
      1
      hereto (together with any bank or financial institution which becomes a Lender
      pursuant to an amendment hereof).

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    “LIBOR”
      means the rate (rounded upward to the nearest 1/16th of one percent)
      for deposits of Dollars for a period equivalent to the relevant Interest Period
      at or about 11:00 a.m. (London time) on the second London Business Day
      before the first day of such period as displayed on Telerate page 3750
      (British Bankers’ Association Interest Settlement Rates) (or such other page as
      may replace such page 3750 on such system or on any other system of the
      information vendor for the time being designated by the British Bankers’
Association to calculate the BBA Interest Settlement Rate (as defined in the
      British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms)
      dated August 1985)), provided that if on such date no such rate is so displayed
      for the relevant Interest Period, LIBOR for such period shall be the rate
      offered by DnB NOR for deposits of Dollars in an amount approximately equal
      to
      the amount in relation to which LIBOR is to be determined for a period
      equivalent to the relevant Interest Period to prime banks in the London
      Interbank Market at or about 11:00 a.m. (London time) on the second
      Business Day before the first day of such period.

     

    “Majority
      Lenders” means, at any time, the Lenders holding an aggregate of more
      than 50% of the Advances outstanding at such time.

     

    “Pledge
      Agreement” means the pledge agreement to be executed by the Borrower in
      favor of the Security Trustee pursuant to Section 9, substantially in the
      form set out in Exhibit B hereto, together with any supplements
      thereto.

     

    “Pledged
      Shares” means all of the shares of capital stock of Jinhui owned by the
      Borrower, whether now owned or purchased by the Borrower in the future, and
      pledged or to be pledged to the Security Trustee pursuant to the Pledge
      Agreement.

     

    “Termination
      Date” means the date which is 364 days from the date of this Promissory
      Note (or if such day is not a Business Day, then the immediately preceding
      Business Day).

     

    Section
      2.  Maturity
      Of the Loan.

     

    The
      Loan
      shall mature, and the principal amount thereof shall become immediately due
      and
      payable (together with interest and fees accrued thereon), on the Termination
      Date.

     

    Section
      3.  Interest.

     

    (a)           The
      unpaid principal amount of the Loan shall bear interest at the rate per annum
      (the “Applicable Rate”) which is equal to the aggregate of (a) LIBOR for the
      relevant Interest Period, plus (b) the Applicable Margin.  Such
      interest shall be payable at the end of each Interest Period, with the final
      payment thereof to be made on the Termination Date together with the repayment
      of the Loan; and

     

    (b)           Any
      amounts due under this Promissory Note, not paid when due, whether by
      acceleration or otherwise, shall bear interest thereafter from the due date
      thereof until the date of payment at a rate per annum equal the Applicable
      Rate,
      plus two percent (2.0%)(the “Default Rate”).  In addition, following
      the occurrence of any Event of Default and until such Event of

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Default
      is cured to the satisfaction of the Lenders as required under the Existing
      Credit Facility Agreement, the Loan shall bear interest at the Default
      Rate.  Amounts owing under this Section 3(b) shall be payable upon
      demand.

     

    Interest
      shall be computed on the basis of a year of 360 days and paid for the actual
      number of days elapsed (including the first day but excluding the last
      day).

     

    Section
      4.  Prepayments/Reductions.

     

    Section
      4.1: Optional Prepayments

    


    The
      Borrower shall have the right to prepay the Loan, upon three (3) Business Days’
written notice, without premium or penalty, in whole or in part at any time
      and
      from time to time, provided that if such prepayment is made on a day other
      than
      the last day of the applicable Interest Period, such prepayment shall be made
      together with customary breakage costs and expenses.  Each prepayment
      shall be in a minimum amount of One Million Dollars ($1,000,000), or such lesser
      amount as shall be acceptable to the Administrative Agent, plus any One Million
      Dollar ($1,000,000) multiple thereof.  No part of the Loan once repaid
      or prepaid will be available for re-borrowing.

    


    Section
      4.2: Mandatory Prepayments

     

    In
      the
      event of a sale of any of the Pledged Shares by the Borrower, the Borrower
      shall, within one (1) day of the day that the NOK settlement amount relating
      to
      such shares is converted to and received as Dollars, prepay the Loan in an
      amount equal to (a) the number of Pledged Shares sold multiplied by (b) an
      amount equal to the average price paid by the Borrower for the Pledged
      Shares.  Such prepayments shall also be subject to the payment of
      customary breakage costs and expenses, if applicable.  No part of the
      Loan once repaid or prepaid will be available for re-borrowing.

    Section
      4.3: Optional Permanent Reduction of Loan

     

    The
      Borrower shall have the right, at any time and from time to time, to request,
      without penalty, a permanent reduction in the Loan, provided that the
      Administrative Agent receives three (3) Business Days prior written notice
      of
      such request and the Lenders are reimbursed for any redeployment costs in the
      event that such requested reduction does not occur on the last day of the
      applicable Interest Period(s).  Each such permanent reduction shall be
      in a minimum amount of One Million Dollars ($1,000,000), or such lesser amount
      as shall be acceptable to the Administrative Agent, plus any One Million Dollar
      ($1,000,000) multiple thereof or the full amount of the then outstanding
      Loan.

     

    Section
      5.  General
      Provisions As To Payments.

     

    All
      payments to be made hereunder by the Borrower shall be made to the
      Administrative Agent, not later than 10 a.m. New York time (any payment received
      after 10 a.m. New York time shall be deemed to have been paid on the next
      Business Day) on the due date of such

     

     

     

    
      
        
        

      

      
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    payment,
      at its address set forth on Schedule 1, or to such other office of the
      Administrative Agent as the Administrative Agent may direct, without set-off
      or
      counterclaim and free from, clear of, and without deduction or withholding
      for,
      any Taxes, provided, however, that if the Borrower shall at any time be
      compelled by law to withhold or deduct any Taxes from any amounts payable to
      the
      Lenders hereunder, then the Borrower shall pay such additional amounts in
      Dollars as may be necessary in order that the net amounts received after
      withholding or deduction shall equal the amounts which would have been received
      if such withholding or deduction were not required and, in the event any
      withholding or deduction is made, whether for Taxes or otherwise, the Borrower
      shall promptly send to the Administrative Agent such documentary evidence with
      respect to such withholding or deduction as may be required from time to time
      by
      the Lenders.

     

    Section
      6. 
      Representations and Warranties of the Borrower.

     

    In
      order
      to induce the Agents and the Lenders to enter into this Promissory Note and
      to
      induce the Lenders to make the Loan available, the Borrower hereby confirms
      that
      the representations and warranties contained in Section 7 of the Existing Credit
      Facility Agreement (updated mutatis mutandis) are true and correct as
      of the date hereof and hereby further represents and warrants that all of the
      financial information delivered to the Lenders pursuant to the Existing Credit
      Facility Agreement presents fairly the consolidated financial condition of
      the
      Borrower as at such dates.

     

    Section
      7. 
      Conditions Precedent

     

    Section
      7.1  Conditions Precedent to the initial Advance of the
      Loan:

     

    The
      obligation of the Lenders to make the initial Advance of the Loan available
      to
      the Borrower shall be expressly subject to the conditions precedent set forth
      below:

     

    
      	
               

            	
              (a)

            	
              As
                of the date of this Promissory Note, nothing shall have occurred
                (and
                neither the Administrative Agent nor any of the Lenders shall have
                become
                aware of any condition or circumstance not previously known to it
                or them)
                which the Lenders shall determine has had, or could reasonably be
                expected
                to have, a Material Adverse Effect (i) on the rights or remedies
                of the
                Lenders, (ii) on the ability of the Borrower to perform its obligations
                to
                the Lenders, (iii) with respect to the Loan or (iv) on the property,
                assets, nature of assets, operations, liabilities, condition (financial
                or
                otherwise), or prospects of the
                Borrower.

            


    

    


    
      	
               

            	
              (b)

            	
              No
                litigation by any entity (private or governmental) shall be pending
                or
                threatened with respect to the Loan or any document executed in connection
                therewith or which the Lenders shall determine has had, or could
                reasonably be expected to have, a Material Adverse
                Effect.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Administrative Agent shall have received relevant and satisfactory
                legal
                opinions from (i) Kramer Levin Naftalis & Frankel LLP, counsel to the
                Borrower,

            


    

     

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

     

    (ii)
      Seward & Kissel LLP, special counsel to the Agents and Lenders, (iii)
      to the Agents and Lenders, such opinion to be delivered within 10 days of the
      Borrower’s establishment of a Norwegian Central Securities Depository Account
      (the “Depository Account”), and (iv) Conyers Dill & Pearman, special counsel
      to the Agents and Lenders, such opinion to be delivered within 10 days of the
      establishment of the Depository Account, in each case in such form as the
      Administrative Agent may require, as well as such other legal opinions as the
      Administrative Agent shall have required as to all or any matters under the
      laws
      of the United States of America, the State of New York, the Republic of the
      Marshall Islands, the Kingdom of Norway and Bermuda.

    
      	 	 	 


      	
               

            	
              (d)

            	
              All
                costs, fees, expenses (including, without limitation, legal fees
                and
                expenses) and other compensation contemplated hereby and pursuant
                to the
                Fee Letter, payable to the Mandated Lead Arranger, the Bookrunner,
                the
                Agents and the Lenders or otherwise payable in respect of the Loan
                shall
                have been paid to the extent due.

            


    

    


    
      	
               

            	
              (e)

            	
              All
                necessary governmental (domestic and foreign) and third party approvals
                and/or consents in connection with the Loan and the transactions
                referred
                to herein, shall have been obtained and remain in effect, and all
                applicable waiting periods shall have expired without any action
                being
                taken by any competent authority which, in the judgment of the Lenders,
                restrains, prevents, or imposes materially adverse conditions upon
                the
                consummation of the Loan or the transactions referred to herein.
                Additionally, there shall not exist any judgment, order, injunction
                or
                other restraint prohibiting or imposing materially adverse conditions
                upon
                the Loan or the transactions referred to
                herein.

            


    

    


    
      	
               

            	
              (f)

            	
              After
                giving effect to the Loan, the financings incurred in connection
                therewith
                and the other transactions contemplated hereby, there shall be no
                conflict
                with, or default under, any material agreement of the Borrower or
                any of
                its subsidiaries.

            


    

     

    
      	
               

            	
              Section
                7.2  Further Conditions Precedent to Drawdowns of the
                Loan:

            


    

     

    The
      obligation of the Lenders to make any Advance available to the Borrower shall
      be
      expressly and separately subject to the following further conditions precedent
      on the relevant drawdown date:

     

    
      	
               

            	
              (a)

            	
              All
                representations and warranties set forth in Section 6 hereof shall
                be true
                and correct on and as of the date of the respective borrowing (although
                any representations and warranties which expressly relate to a given
                date
                or period shall be required to be true and correct as of the respective
                date or for the respective period, as the case may be), before and
                after
                giving effect to such

            


    

     

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    borrowing
      and to the application of the proceeds there from, as though made on and as
      of
      such date.

    
      	 	 	 


      	
               

            	
              (b)

            	
              No
                Event of Default, or event which with the giving of notice or lapse
                of
                time or both would be an Event
                of Default hereunder, shall have occurred and be continuing, or
                would result from such borrowing.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Administrative Agent having received a drawdown notice at least
                three (3) Business Days (or such lesser number of Business Days as
                the Mandated Lead Arrangers may agree) before the proposed date of
                an
                Advance, substantially in the form of Exhibit C, which notice shall
                (a) be in writing addressed to the Administrative Agent, (b) be
                effective on receipt by the Administrative Agent, (c) specify the
                amount of the Loan to be drawn, (d) specify the Business Day on which
                the Loan is to be drawn and the Interest Period, (e) specify the
                disbursement instructions and (f) be
                irrevocable

            


    

     

    Section
      8. 
      Events Of Default.

     

    Each
      “Event of Default” contained in Section 10 of the Existing
      Credit Facility Agreement shall constitute an Event of Default under this
      Promissory Note.

     

    If
      any
      Event of Default shall occur for any reason, whether voluntary or involuntary,
      and be continuing, the Lenders may by notice to the Borrower declare all or
      any
      portion of the unpaid principal amount of and accrued interest on the Loan
      to be
      due and payable, whereupon the full unpaid amount of and accrued interest on
      the
      Loan which shall be so declared due and payable shall be and become immediately
      due and payable, without further notice, demand or presentment,
provided that, if an Event of Default specified in Section
      10.05 of the Existing Credit Facility Agreement shall occur, no notice shall
      be
      required and the entire amount of the Loan together with all accrued interest
      thereon and fees in connection therewith (including but not limited to fees
      owing under the Fee Letter) shall become immediately due and payable without
      any
      declaration or other act on the part of the Lenders.

     

    Section
      9. 
      Covenants.

     

    The
      Borrower hereby covenants and undertakes with the Lenders that, from the date
      hereof and so long as any principal, interest or other moneys are owing in
      respect of the Loan under this Promissory Note, that the covenants set forth
      in
      Section 8 and Section 9 of the Existing Credit Facility Agreement shall apply
      in
      this Promissory Note.

     

    The
      Borrower further covenants that it will, as soon as practicable upon receipt
      of
      any or all Pledged Shares, and in any event within thirty (30) days of the
      date
      of this Promissory Note, execute and deliver in form, scope and substance
      satisfactory to the Lenders, the Pledge Agreement relating to the Pledged
      Shares.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    The
      Borrower hereby covenants that, from the date hereof through and including
      the
      Termination Date, it will not, without the prior written consent of the Majority
      Lenders, sell, assign, transfer, charge, pledge or encumber in any manner any
      part of the Pledged Shares or suffer to exist any encumbrance on the Pledged
      Shares other than as permitted hereunder and pursuant to the Pledge
      Agreement.

     

    The
      Borrower also covenants and undertakes with the Lenders that it will not agree
      to any amendment or supplement to, or other modification of, the Existing Credit
      Facility Agreement without the written consent of the Lenders, such consent
      not
      to be unreasonably withheld.

     

    Section
      10.  Further
      Assurances.

     

    The
      Borrower hereby agrees that, from time to time upon the written request of
      the
      Lenders, the Borrower will execute and deliver such further documents and do
      such other acts and things as the Lenders may reasonably request in order fully
      to effect the purposes of this Promissory Note and to protect and preserve
      the
      priority and validity of the security interests granted hereunder.

     

    Section
      11.  Powers
      And Remedies Cumulative; Delay Or Omission Not Waiver Of Event Of
      Default.

     

     No
      right or remedy herein conferred upon or reserved to the Lenders is intended
      to
      be exclusive of any other right or remedy, and every right and remedy shall,
      to
      the extent permitted by law, be cumulative and in addition to every other right
      and remedy given hereunder or now or hereafter existing at law or in equity
      or
      otherwise.  The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.

     

    No
      delay
      or omission of the Lenders to exercise any right or power accruing upon any
      Event of Default occurring and continuing as aforesaid shall impair any such
      right or power or shall be construed to be a waiver of any Event of Default
      or
      an acquiescence therein; and every power and remedy given by this Promissory
      Note or by law may be exercised from time to time, and as often as shall be
      deemed expedient, by the Lenders.

     

    Section
      12.  Assignments/Transfers.

     

    The
      Borrower may not transfer or assign this Promissory Note nor any right or
      obligation hereunder to any person or entity without the prior written consent
      of the Lenders.  This Promissory Note, or any portion thereof, is
      freely transferable by the Lenders in accordance with the terms of Section
      13.04
      of the Existing Credit Facility Agreement.

     

       Section
      13.  Agency.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    The
      provisions of Section 12 of the
      Existing Credit Facility Agreement (mutatis mutandis) are incorporated herein
      with full force and effect as if they were more fully set forth herein at
      length.

     

    Section
      14.  Modification.

     

    This
      Promissory Note may be modified only with the written consent of both the
      Borrower and the Lenders.

     

    Section
      15.  Expenses.

     

    The
      Borrower agrees to pay to the Lenders all out-of-pocket expenses (including
      reasonable expenses for legal services of every kind) of, or incident to, the
      enforcement of any of the provisions of this Promissory Note, or performance
      by
      the Lenders of any obligations of the Borrower in respect of the Pledged Shares
      which the Borrower has failed or refused to perform, or any actual or attempted
      sale, or any exchange, enforcement, collection, compromise or settlement in
      respect of any of the Pledged Shares, and for the care of the Pledged Shares
      and
      defending or asserting rights and claims of the Lenders in respect thereof,
      by
      litigation or otherwise, and all such expenses shall be secured obligations
      to
      the Lenders secured hereunder.

     

    Section
      16.  Miscellaneous.

     

    The
      provisions of Section 13 of the Existing Credit Facility Agreement (mutatis
      mutandis) are incorporated herein with full force and effect as if they were
      more fully set forth herein at length.

     

    


     

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    IN
      WITNESS WHEREOF, the Borrower has caused this instrument to be duly executed
      on
      the date indicated below.

     

     

    Date:  May
      3, 2007

     

     

                GENCO
      SHIPPING &
TRADING LIMITED

     

     

                By:
/s/
      John
      Wobensmith

     

     

    


     

    Accepted
      and Acknowledged

    


    DNB
      NOR
      BANK ASA,

    Grand
      Cayman Branch,

    as
      Administrative Agent, Security Trustee,

    Mandated
      Lead Arranger, Bookrunner and Lender

    


    By:
      /s/ Nikolai A. Nachamkin

    Name:
      Nikolai A. Nachamkin

    Title:
      Senior Vice President

    


    By:
      /s/ Cathleen Buckley

    Name: Cathleen
      Buckley

    Title:
      Vice President

    


    


    NORDEA
      BANK NORGE ASA,

    Grand
      Cayman Branch,

    as
      Mandated Lead Arranger, Bookrunner and Lender

     

    
      By:
        /s/ Anne Engen

      Name:
        Anne Engen

      Title:
        First Vice President

    

    


    By:
      /s/ Colleen Durkin

    Name:
      Colleen Durkin

    Title:
      Vice President

     

    


     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      1

     

    


     

    Lenders                                                                                                                            Commitment

     

    DnB
      NOR
      Bank ASA, Grand Cayman
      Branch                                                                                                                     77,500,000

    Bank
      of
      Butterfield International (Cayman) Ltd

    Butterfield
      House

    68
      Fort
      Street

    P.O.
      Box
      705GT

    George
      Town, Grand Cayman

    British
      West Indies

    


    With
      a
      copy to:

    DnB
      NOR
      Bank ASA,200 Park Avenue, 31st Floor

    New
      York,
      New York 10166

    Telephone
      No.: 212-681-3800

    Facsimile
      No.: 212-681-3900

    Attention:  Nikolai
      A Nachamkin/Cathleen Buckley

    nikolai.nachamkin@dnbnor.no

    cathleen.buckley@dnbnor.no

     

    Nordea
      Bank Norge
      ASA,                                                                                                                          77,500,000

    Grand
      Cayman Branch

    c/o
      BCP
      Bank & Trust Company Ltd.

    Director/General
      Manager

    3rd
      Floor, 90 North Church Street

    Cayman
      Islands

    


    Attn:  Helena
      Soares Carneiro

    +345
      949
      8322 | Ext 37-8880

    +345
      949
      7743 Fax

    


    With
      a
      copy to:

    Nordea
      Bank Norge, ASA,

    437
      Madison Avenue, 21st Floor

    New
      York,
      NY  10022

    Attn:  Hans
      Kjelsrud/Anne Engen/Colleen Durkin

    Telephone
      No.:  (212) 318-9300

    Facsimile
      No:   (212) 421-4420

    e-mail:
      hans.kjelsrud@nordea.com

    anne.engen@nordea.com

    colleen.durkin@nordea.com

     

     

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    


     

    Agents

    


    DnB
      NOR
      Bank ASA, Grand Cayman Branch

    Bank
      of
      Butterfield International (Cayman) Ltd

    Butterfield
      House

    68
      Fort
      Street

    P.O.
      Box
      705GT

    George
      Town, Grand Cayman

    British
      West Indies

    


    With
      a
      copy to

    DnB
      NOR
      Bank ASA

    


    200
      Park
      Avenue, 31st Floor

    New
      York,
      New York 10166

    Telephone
      No.: 212-681-3800

    Facsimile
      No.: 212-681-3900

    Attention:  Nikolai
      A Nachamkin/Cathleen Buckley

    nikolai.nachamkin@dnbnor.no

    cathleen.buckley@dnbnor.no

     

    


    


     

    
 

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      2

     

    


    ADVANCES
      AND PAYMENTS OF PRINCIPAL

    


    


    
      	
              Date

            	
              Amount
                of

              Advance

            	
              Amount
                of

              Principal
                Paid

              or
                Prepaid

            	
              Unpaid

              Principal

              Balance

            	
              Notation

              Made
                By

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


     

     

     

    13