Exhibit 4.13

 

Execution version

 

SUPPLEMENTAL LETTER

 

To:

 

Grindrod Shipping Pte. Ltd.

200 Cantonment Road

#03-01 Southpoint

Singapore, 089763

as Borrower

 

IVS Bulk 462 Pte. Ltd.

IVS Bulk 511 Pte. Ltd.

IVS Bulk 512 Pte. Ltd.

Unicorn Ross Pte. Ltd.

Unicorn Baltic Pte. Ltd.

Unicorn Ionia Pte. Ltd.

IVS Bulk 430 Pte. Ltd.

IVS Bulk 611 Pte. Ltd.

each of

200 Cantonment Road

#03-01 Southpoint

Singapore, 089763

as Owners

 

Grindrod Limited

Quadrant House
 115 Margaret Mncadi Avenue
 Durban

South Africa

as Shareholder

 

27 August 2015

 

Dear Sirs

 

Loan Agreement dated 7 July 2011 (as supplemented by a supplemental letter dated 20 August 2013) made between (i) Grindrod Shipping Pte. Ltd as Borrower, (ii) the banks and financial institutions listed in Schedule 1 to the Loan Agreement as Lenders, (iii) the banks and financial institutions listed in Schedule 2 to the Loan Agreement as Swap Banks, (iv) Crédit Agricole Corporate and Investment Bank, Standard Chartered Bank, Singapore Branch, DVB Group Merchant Bank (Asia) Ltd and BNP Paribas, Singapore Branch as Mandated Lead Arrangers and (v) Crédit Agricole Corporate and Investment Bank as Agent and Security Trustee in relation to a loan facility of US$123,000,000 comprising (a) a term loan facility of US$73,000,000 and (b) a revolving credit facility of US$50,000,000 (the “Loan Agreement”).

 

1                                         We refer to the Loan Agreement.  Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.

 











 

2                                         Pursuant to paragraph (b) of Clause 8.9 (Mandatory prepayment on a sale or Total Loss) of the Loan Agreement, Unicorn Scotia Pte. Ltd. (the “Outgoing Owner”) has sold the ship listed as Ship 9 in Schedule 6 to the Loan Agreement (m.v. “KEI”) (the “Sold Ship”) and the proceeds of sale in the amount of US$13,050,000 plus any interest earned on that amount (the “Sale Proceeds”) are held by the Security Trustee.

 

3                                         The Borrower has therefore requested the consent of the Creditor Parties to:

 

(a)                                 replace the Sold Ship with m.v. “IVS KINGBIRD” (the “Substitute Ship”) owned by IVS Bulk 475 Pte. Ltd. (the “New Owner”));

 

(b)                                 the appointment of Grindrod Ship Management, a division of Grindrod Shipping Pte. Ltd. as Approved Manager in its capacity as technical manager of the Substitute Ship;

 

(c)                                  the appointment of Island View Shipping, a division of Grindrod Shipping Pte. Ltd. as Approved Manager in its capacity as commercial manager of the Substitute Ship;

 

(d)                                 the replacement of Grindrod Shipping Limited with Grindrod Limited as Shareholder; and

 

(e)                                  the release of the Sale Proceeds to the Outgoing Owner.

 

4                                         The Lenders confirm their agreement to the Borrower’s requests in paragraph 2 on and with effect from the date on which the Agent receives the following in form and substance satisfactory to it (the “Effective Date”):

 

(a)                                 for the Borrower, each Owner, the New Owner and the Shareholder, documents of the kind specified in Schedule 4, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement as amended and supplemented by this letter and updated with appropriate modifications to refer to this letter and the documents referred to in paragraph 4(e) of this letter (or, in the case of those documents previously provided pursuant to Schedule 4, Part A, paragraph 2 of the Loan Agreement, confirmation they have not been amended and remain in full force and effect);

 

(b)                                 an executed original of this letter;

 

(c)                                  the originals of any mandates or other documents required in connection with the opening or operation of the Operating Account by the New Owner;

 

(d)                                 evidence that the New Owner has satisfied the conditions precedent set out in Part B of Schedule 4 to the Loan Agreement;

 

(e)                                  a duly executed original of the following documents, each in the Agreed Form:

 

(i)                                     Shares Pledge in respect of the New Owner granted by the Borrower in favour of the Security Trustee (and of each document required to be delivered by the Shares Pledge); and

 

(ii)                                  Account Security Deed in relation to the Operating Account of the New Owner granted by the New Owner in favour of the Agent and Security Trustee (and of each document required to be delivered by the Account Security Deed);

 

(f)                                   such documents and evidence as the Agent shall require in relation to the New Owner based on applicable law and regulations, and the Agent’s own internal guidelines, relating to the Agent’s knowledge of its customers;

 

(g)                                  documentary evidence that each agent for service of process nominated by the New Owner has accepted its appointment;

 

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(h)                                 favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of Singapore and such other relevant jurisdictions as the Agent may require; and

 

(i)                                     evidence that the fees, costs and expenses due from the Borrower in connection with the this letter and any of the transactions contemplated by this letter have been paid or will be paid by the Effective Date.

 

5                                         On and from the Effective Date, the Loan Agreement shall be amended as follows:

 

(a)                                 the New Owner shall replace the Outgoing Owner as one of the Owners;

 

(b)                                 the definition of Approved Manager shall be amended so that the Approved Manager in relation to Ship 9 shall be each of:

 

(i)                                     Grindrod Ship Management, a division of Grindrod Shipping Pte. Ltd. of 200 Cantonment Road, #03-01, Southpoint, Singapore, 089763; and

 

(ii)                                  Island View Shipping, a division of Grindrod Shipping Pte. Ltd. of 200 Cantonment Road, #03-01, Southpoint, Singapore, 089763;

 

(c)                                  by deleting Schedule 6 to the Loan Agreement and replacing it with the schedule in the form attached as the appendix to this letter;

 

(d)                                 the definition of Shareholder shall be amended to read:

 

““Shareholder” means Grindrod Limited, a company incorporated in South Africa whose registered office is at Quadrant House, 115 Margaret Mncadi Avenue, Durban, South Africa;”

 

(e)                                  clauses 11.19, 11.20 and 11.21 of the Loan Agreement shall not apply to Ship 9 and the General Assignment to be provided in respect of Ship 9 shall not include an assignment of Warranties; and

 

(f)                                   by construing all references in the Loan Agreement to “this Agreement” and all references in the other Finance Document to “the Loan Agreement” as references to the Loan Agreement as amended and supplemented by this letter.

 

6                                         On the Effective Date:

 

(a)                                 the Agent (on behalf of the Creditor Parties) shall enter into a deed of release and reassignment in respect of the Shares Pledge provided by the Borrower in relation to the Outgoing Owner and the other Security Interests in relation to the Sold Ship; and

 

(b)                                 the Security Trustee shall release the Sale Proceeds to the Outgoing Owner.

 

7                                         All other terms and conditions of the Loan Agreement, the other Finance Documents and the Master Agreements are to remain in full force and effect.

 

8                                         This letter may be executed in any number of counterparts.

 

9                                         This letter shall be governed by, and construed in accordance with, English Law.  The provisions of Clauses 30.2 and 30.6 (inclusive) of the Loan Agreement shall be incorporated into this letter as if set out in full herein with references to this Agreement construed as references to this letter.

 

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Please confirm your agreement to this letter by signing below.

 

	
/s/ Gareth Lond Attorney-in-fact
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
Crédit Agricole Corporate and Investment Bank
    	
 
    
	
as Agent for the Creditor Parties
    	
 
    


 

We hereby acknowledge receipt of the above letter and confirm our agreement to the terms hereof and confirm that the Finance Documents to which we are a party (and as amended in accordance with the terms of this letter) shall remain in full force and effect and shall continue to stand as security for our obligations under the Loan Agreement, the Finance Documents and the Master Agreements.

 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
Grindrod Shipping Pte. Ltd.
    	
 
    
	
as Borrower
    	
 
    
	
27 August 2015
    	
 
    


 

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We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Finance Documents, including for the avoidance of doubt the Guarantees, to which we are each a party (and as amended in accordance with the terms of this letter) shall remain in full force and effect and shall continue to secure the obligations of the Borrower under the Master Agreements, the Loan Agreement and Finance Documents as amended by this letter.

 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
IVS Bulk 462 Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
IVS Bulk 511 Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
IVS Bulk 512 Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
Unicorn Ross Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

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/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
Unicorn Baltic Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
Unicorn Ionia Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
IVS Bulk 430 Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

	
/s/ Gerald Christopher Kingsley-Wilkins
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
IVS Bulk 611 Pte. Ltd.
    	
 
    
	
as an Owner
    	
 
    
	
27 August 2015
    	
 
    


 

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We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Negative Pledge to which we are a party (and as amended in accordance with the terms of this letter) shall remain in full force and effect.

 

	
/s/ Andrew Geard Waller
    	
 
    
	
 
    	
 
    
	
for and on behalf of
    	
 
    
	
Grindrod Limited
    	
 
    
	
as Shareholder
    	
 
    
	
27 August 2015
    	
 
    


 

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APPENDIX

 

SCHEDULE 6

 

DETAILS OF SHIPS AND OWNERS

 

	
Ship
    	
 
    	
Owner
    	
 
    	
Ship Name
    	
 
    	
Flag
    	
 
    	
Type
    	
 
    	
Company IMO
   Number
    
	
1
    	
 
    	
IVS Bulk 462 Pte. Ltd.
    	
 
    	
IVS Kawana
    	
 
    	
Singapore
    	
 
    	
Handysize Bulk Carrier
    	
 
    	
5596241
    
	
2
    	
 
    	
IVS Bulk 511 Pte. Ltd.
    	
 
    	
IVS Knot
    	
 
    	
Singapore
    	
 
    	
Handysize Bulk Carrier
    	
 
    	
5544932
    
	
3
    	
 
    	
IVS Bulk 512 Pte. Ltd.
    	
 
    	
IVS Kinglet
    	
 
    	
Singapore
    	
 
    	
Handysize Bulk Carrier
    	
 
    	
5608934
    
	
4
    	
 
    	
Unicorn Ross Pte. Ltd.
    	
 
    	
Rhino
    	
 
    	
Singapore
    	
 
    	
Product Tanker IMO II/III
    	
 
    	
5556419
    
	
5
    	
 
    	
Unicorn Baltic Pte. Ltd.
    	
 
    	
Breede
    	
 
    	
Singapore
    	
 
    	
Product Tanker IMO II/III
    	
 
    	
5573978
    
	
6
    	
 
    	
Unicorn Ionia Pte. Ltd.
    	
 
    	
Kowie
    	
 
    	
Singapore
    	
 
    	
Product Tanker IMO II/III
    	
 
    	
5573964
    
	
7
    	
 
    	
IVS Bulk 430 Pte. Ltd.
    	
 
    	
IVS Kite
    	
 
    	
Singapore
    	
 
    	
Handysize Bulk Carrier
    	
 
    	
5605047
    
	
8
    	
 
    	
IVS Bulk 611 Pte. Ltd.
    	
 
    	
IVS Merlion
    	
 
    	
Singapore
    	
 
    	
Handysize Bulk Carrier
    	
 
    	
5608948
    
	
9
    	
 
    	
IVS Bulk 475 Pte. Ltd.
    	
 
    	
IVS Kingbird
    	
 
    	
Singapore
    	
 
    	
Handysize Bulk Carrier
    	
 
    	
9336757
    


 

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