Exhibit 4.22


 


DATED 13 September 2013


 


 


QUENTIN SHIPPING CO.

UNDINE SHIPPING CO.

SANDER SHIPPING CO.


(as borrowers)


 


-and-


 


DNB Bank ASA

and others

(as Lenders)


 


- and -


 


DNB Bank ASA


(as Agent, Security Agent and Account Bank)


 


- and –


 


DNB Bank ASA

and others

(as Swap Providers)


 


 


 






 


SECOND SUPPLEMENTAL AGREEMENT TO A SECURED

LOAN FACILITY AGREEMENT DATED 16 AUGUST 2011

AS AMENDED AND SUPPLEMENTED BY

A FIRST SUPPLEMENTAL AGREEMENT DATED 3 JULY 2013


 


 






 


 


 


 


 







 




    	 



    	



    

CONTENTS


 


Page


 


	1	Interpretation	2
	 	 	 
	2	Conditions	2
	 	 	 
	3	Representations and Warranties	4
	 	 	 
	4	Amendments to Loan Agreement	4
	 	 	 
	5	Confirmation and Undertaking	5
	 	 	 
	6	Miscellaneous	5
	 	 	 
	7	Notices, Law and Jurisdiction	5
	 	 	 
	Schedule 1	6
	 	The Lenders	6
	 	 	 
	Schedule 2	8
	 	The Swap Providers	8
	 	 	 
	Schedule 3	9
	 	Effective Date Confirmation	9




    	 



    	



    

	


SECOND SUPPLEMENTAL AGREEMENT


 


Dated: 13 September 2013


 


BETWEEN:


 


		(1)	QUENTIN SHIPPING CO., UNDINE SHIPPING CO. and SANDER SHIPPING CO., each a company
incorporated according to the law of the Republic of Liberia, whose registered address is at 80 Broad Street, Monrovia, Liberia
(together the “Borrowers” and each a “Borrower”) jointly and severally; and



 


		(2)	the banks listed in Schedule 1, each acting through its office at the address indicated against
its name in Schedule 1 (together the “Lenders” and each a “Lender”); and



 


		(3)	DNB Bank ASA (formerly known as DnB NOR Bank ASA) acting as agent, security agent and account
bank through its office at 20 St Dunstan’s Hill, London EC3R 8HY, England (in each such capacity respectively, the “Agent”,
the “Security Agent” and the “Account Bank”); and



 


		(4)	the banks listed in Schedule 2, each acting through its office at the address indicated against
its name in Schedule 2 (together the “Swap Providers” and each a “Swap Provider”).



 


SUPPLEMENTAL TO a secured loan agreement
dated 16 August 2011 as amended and supplemented pursuant to a first supplemental agreement dated 3 July 2013 (together, the “Loan
Agreement”) each made between the Borrowers, the Lenders, the Agent, the Security Agent, the Account Bank and the Swap
Providers on the terms and subject to the conditions of which each of the Lenders agreed to advance to the Borrowers on a joint
and several basis its respective Commitment of an aggregate amount not exceeding two hundred and twenty nine million two hundred
thousand Dollars ($229,200,000) for the purpose of pre- and post-delivery financing or refinancing part of the construction and
acquisition cost of the Ships.


 


WHEREAS:


 


		(A)	The Borrowers
                                                          have requested and the Creditors have agreed to amend
                                                          the repayment schedule dates contained in clause 4.1.1 of the
                                                          Loan Agreement, as more particularly described
                                                          in this Second Supplemental Agreement.




    	 



    	



    

		(B)	The outstanding balance of the Loan at the date of this Second Supplemental Agreement is one hundred
and seventy four million four hundred and forty six thousand Dollars ($174,446,000).



 


IT IS AGREED THAT:


 


		1	Interpretation



 


		1.1	In this Second Supplemental Agreement “Effective Date” means the date on which
the Agent confirms to the Borrowers in writing substantially in the form set out in Schedule 3 that all of the conditions referred
to in Clause 2.1 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default
shall have occurred.



 


		1.2	In this Second Supplemental Agreement “Creditors” means the Agent, the Security
Agent, the Account Bank, the Swap Providers and the Lenders.



 


		1.3	In this Second Supplemental Agreement “Security Parties” means the Borrowers
and the Corporate Guarantor.



 


		1.4	“Second Supplemental Agreement” means the agreement herein contained.



 


		1.5	All words and expressions defined in the Loan Agreement shall have the same meaning when used in
this Second Supplemental Agreement unless the context otherwise requires, and clauses 1.3 and 1.4 of the Loan Agreement shall apply
to the interpretation of this Second Supplemental Agreement as if it were set out in full.



 


		1.6	All obligations, representations, warranties, covenants and undertakings of the Borrowers under
or pursuant to this Second Supplemental Agreement shall, unless otherwise expressly provided, be entered into, made or given by
them jointly and severally.



 


		2	Conditions



 


		2.1	As conditions for the agreement of the Creditors to the requests specified in Recital (A) above
and for the effectiveness of Clause 4, the Borrowers shall deliver or cause to be delivered to or to the order of the Agent the
following documents and evidence:




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		2.1.1	a certificate from a duly authorised officer of each Security Party confirming that none of the
documents delivered to the Agent pursuant to Schedule 3, Part 1, paragraph 1 and Schedule 3, Part 3, paragraph 2 of the Loan Agreement
have been amended or modified in any way since the date of their delivery to the Agent, or copies, certified by a duly authorised
officer of the Security Party in question as true, complete, accurate and neither amended nor revoked, of any which have been amended
or modified;



 


		2.1.2	a certificate of good standing in respect of each Security Party;



 


		2.1.3	a deed of confirmation of the Corporate Guarantee dated 16 August 2011 granted by the Corporate
Guarantor in favour of the Security Agent, such deed of confirmation to be granted by the Corporate Guarantor in favour of the
Security Agent in such form and containing such terms as the Agent may require;



 


		2.1.4	a copy of any other consent, licence, approval, authorisation or other document, opinion or assurance
which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated
by this Second Supplemental Agreement or for the validity and enforceability of this Second Supplemental Agreement; and



 


		2.1.5	confirmation satisfactory to the Agent that the legal opinions required by the Agent will be given
substantially in the forms required by the Agent.



 


		2.2	The Borrowers undertake to deliver or to cause to be delivered to the Agent within 15 days following
the Effective Date, the legal opinions referred to in Clause 2.1.5, duly executed.



 


		2.3	All documents and evidence delivered to the Agent pursuant to this Clause shall:



 


		2.3.1	be in form and substance acceptable to the Agent;



 


		2.3.2	be accompanied, if required by the Agent, by translations into the English language, certified
in a manner acceptable to the Agent; and




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		2.3.3	if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable
to the Agent.



 


		2.4	If the Lenders in their absolute discretion agree to allow the Effective Date to occur before all
of the documents and evidence required by Clause 2.1 have been delivered to or to the order of the Agent, the Borrowers undertake
to deliver all outstanding documents and evidence to or to the order of the Agent no later than the date specified by the Agent,
which however shall not be taken as a waiver of the Agent’s right to require production of all the documents and evidence
required by Clause 2.1.



 


		3	Representations
                                                                                                  and Warranties



 


			Each of the representations and warranties contained
                                                                         in clause 7 of the Loan Agreement shall be deemed
                                                                         repeated by each Borrower at the date of this Second
                                                                         Supplemental Agreement and at the Effective Date,
                                                                         by reference to the facts and circumstances then
                                                                         pertaining, as if references to the Security Documents
                                                                         included this Second Supplemental Agreement.



 


		4	Amendments
                                                                                                  to Loan Agreement



 


With effect from the Effective Date the
definition of “Repayment Dates” contained in clause 1.2 of the Loan Agreement shall be deleted and replaced
with the following:


 


““Repayment
Dates” means, subject to clause 6.3 and in respect of:


 


		(a)	the Quentin Tranche, 5 July 2013 and each of the dates falling at three (3) monthly intervals after
5 July 2013 up to and including the date falling eighty two (82) months after the Drawdown Date of the Quentin Delivery Advance;



 


		(b)	the Sander Tranche, 15 September 2013 and each of the dates falling at three (3) monthly intervals
after 15 September 2013 up to and including the date falling eighty two (82) months after the Drawdown Date of the Sander Delivery
Advance; and



 


		(c)	the Undine Tranche, 15 February
                                                               2014 and each of the dates falling at three (3) monthly intervals
                                                               after 15 February 2014 up to and including the date falling eighty
                                                               four (84) months after the Drawdown Date of the Undine Delivery
                                                               Advance.”




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All other terms and conditions of the
Loan Agreement shall remain unaltered and in full force and effect.


 


		5	Confirmation
                                                                                                  and Undertaking



 


		5.1	Each of the Security Parties confirms that all of its respective obligations under or pursuant
to each of the Security Documents to which it is a party remain in full force and effect, despite the amendments to the Loan Agreement
made in this Second Supplemental Agreement, as if all references in any of the Security Documents to the Loan Agreement were references
to the Loan Agreement as amended and supplemented by this Second Supplemental Agreement.



 


		5.2	The definition of any term defined in any of the Security Documents shall, to the extent necessary,
be modified to reflect the amendments to the Loan Agreement made in or pursuant to this Second Supplemental Agreement.



 


		6	Miscellaneous



 


This Second Supplemental Agreement may
be executed in any number of counterparts each of which shall be original but which shall together constitute the same instrument.


 


		7	Notices,
                                                                                                                                                                                                         Law
                                                                                                                                                                                                         and
                                                                                                                                                                                                         Jurisdiction



 


The provisions of clauses 17 and 18 of
the Loan Agreement shall apply to this Second Supplemental Agreement as if they were set out in full and as if references to the
Loan Agreement were references to this Second Supplemental Agreement and references to the Borrowers were references to the Security
Parties.



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Schedule 1


 


The Lenders


 


	 	 
	DNB Bank ASA	Lending Office
	 	 
	 	20 St. Dunstan’s Hill
	 	London EC3R 8HY
	 	England
	 	 
	 	 
	 	Address for Notices
	 	 
	 	20 St. Dunstan’s Hill
	 	London EC3R 8HY
	 	England
	 	 
	 	Fax:     +44 207 626 5956
	 	Attn:     Shipping, Offshore and Logistics
	 	 
	 	 
	abn
    amro bank n.v.	Lending Office
	 	 
	 	Gustav Mahlerlaan 10
	 	1082 PP Amsterdam
	 	The Netherlands
	 	 
	 	Address for Notices
	 	 
	 	Merchant Banking Cred.Support/Spec.
	 	GL 0830, Coolsingel 93
	 	3012 AE  Rotterdam
	 	The Netherlands
	 	 
	 	Loan Administration
	 	 
	 	Fax: +31 (0) 401 6118
	 	 
	 	Email:
    alper.sanliunal@nl.abnamro.com
	 	 
	 	Attn. : Alper Sanliunal
	 	 
	 	 
	 	Mid-Office
	 	 
	 	Fax : +31 (0) 401 5323
	 	 
	 	Email:martijn.m.van.den.berg@nl.abnamro.com
	 	 
	 	Attn :Martijn van den Berg
	 	 
	 	Email
    : tom.van.vonderen@nl.abnamro.com
	 	 
	 	Attn. : Tom van Vonderen
	 	 




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	bank
    of america n.a.	Lending Office
	 	 
	 	555 California Street, Floor 4
	 	Mail Code CA5-705-04-01
	 	San Francisco, CA 94104
	 	USA
	 	 
	 	 
	 	Address for Notices
	 	 
	 	555 California Street, Floor 4
	 	Mail Code CA5-705-04-01
	 	San Francisco, CA 94104
	 	USA
	 	 
	 	Fax: 	+1 415-228-5288
	 	 	+1 415-343-0535
	 	Email: 	anita.l.garfagnoli@baml.com
	 	Attn:	 Anita Garfagnoli
	 	 	 
	 	Fax:	+1 401-278-8075
	 	Email: 	Alison.r.hook@baml.com
	 	Attn:	 Alison Hook
	 	 	 
	 	Fax: 	+1 617-310-2316
	 	Email: 	rita.d.menezes@baml.com
	 	Attn:	 Rita Menezes
	 	 
	 	 
	 	 
	 	 
	ING BANK	Lending Office
	 	 
	 	60 London Wall
	 	London EC2M 5TQ
	 	England
	 	 
	 	 
	 	Address for Notices
	 	 
	 	60 London Wall
	 	London EC2M 5TQ
	 	England
	 	 
	 	Fax: +44 (0) 20 7767 7252
	 	Attn: Rory Hussey / Olga Terentieva
	 	 
	 	 




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Schedule 2


 


The Swap Providers


 


	 	 
	 DNB Bank ASA	Swap Provider Office
	 	 
	 	20 St. Dunstan’s Hill 

London EC3R 8HY, England, 

or any other branch or office as set 

out in the relevant Master Swap Agreement
	 	 
	 	Address for Notices
	 	to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
	 	 
	 	 
	 	 
	 	 
	abn
    amro bank n.v.	Swap Provider office
		 
		c/o Markets Documentation Unit 

PAC: HQ7000 Gustav Mahlerlaan 10 1082 PP  

Amsterdam, The Netherlands 
	 	 
	 	 Address for Notices
	 	 
	 	to its address or fax number  specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
	 	 
	 ING BANK 	Swap Provider Office
	 	 
	 	Foppingadreef 7, P.O. Box 1800, 

NL-1000 BV Amsterdam, The 

Netherlands
	 	 
	 	Address for Notices
	 	 
	 	to its address or fax number specified in paragraph (a) of Part 4 of the schedule to the relevant Master Swap Agreement,
	 	 




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Schedule 3


 


Effective Date Confirmation


 


	To:	QUENTIN SHIPPING CO.
	 	UNDINE SHIPPING CO.
	 	SANDER SHIPPING CO.
	 	all of 80 Broad Street, Monrovia, Liberia


 


 


We, DNB Bank ASA (formerly known as DnB
NOR Bank ASA), refer to the second supplemental agreement dated [           ] September 2013 (the “Supplemental Agreement”)
relating to a secured loan agreement dated 16 August 2011 as amended and supplemented pursuant to a first supplemental agreement
dated 3 July 2013 (together, the “Loan Agreement”) each made between you as the Borrowers, the banks listed
in it as (a) the Lenders and (b) the Swap Providers and ourselves as the Agent, as the Account Holder and as the Security Agent
in respect of a loan to you from the Lenders of up to US$229,200,000.


 


We hereby confirm that all conditions precedent
referred to in Clause 2.1 of the Supplemental Agreement have been satisfied. In accordance with Clauses 1.1 and 4 of the Supplemental
Agreement the Effective Date is the date of this confirmation and the amendments to the Loan Agreement are now effective.


 


Dated: [           ] September 2013


 


 


	Signed: 	 	 


 

	 	for and on behalf of
	 	 
	 	DNB Bank ASA




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IN WITNESS of which the parties to this
Second Supplemental Agreement have executed this Second Supplemental Agreement as a deed the day and year first before written.


 


	BORROWERS	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	QUENTIN SHIPPING CO.	 	)	 	 
	acting by Anastasios Gabrielides 	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Anastasios Gabrielides	 
	in the presence of:	 	)	 	 



	 	 
	 	 
	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	UNDINE SHIPPING CO.	 	)	 	 
	acting by Anastasios Gabrielides	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Anastasios Gabrielides	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	SANDER SHIPPING CO.	 	)	 	 
	acting by Anastasios Gabrielides	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Anastasios Gabrielides	 
	in the presence of:	 	)	 	 



 


	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 




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	CREDITORS	 	 	 	 
	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Agent)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Security Agent)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Account Bank)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 




    	11



    	



    

	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Lender)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ABN AMRO BANK N.V. (as Lender)	 	)	/s/ K. H. Tieleman	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ A. C. A. J. Biesbroeck	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	BANK OF AMERICA N.A. (as Lender)	 	)	 	 
	acting by	 	)	 	 
	and by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Anita L. Garfagnoli	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 




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	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ING BANK (as Lender)	 	)	/s/ Rony Hussey	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Olga Terentieva	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	DNB BANK ASA (as Swap Provider)	 	)	 	 
	acting by Pinelopi Karamadouki	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Pinelopi Karamadouki	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 
	 	 
	 	 



	 	 	 	 	 
	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ABN AMRO BANK N.V. (as Swap Provider)	 	)	/s/ K. H. Tieleman	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ A. C. A. J. Biesbroeck	 
	in the presence of:	 	)	 	 



	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 




    	13



    	



    

	SIGNED and DELIVERED as 	 	)	 	 
	a DEED by	 	)	 	 
	ING BANK (as Swap Provider)	 	)	/s/ Rony Hussey	 
	acting by	 	)	 	 
	its duly authorised attorney-in-fact	 	)	/s/ Olga Terentieva	 
	in the presence of:	 	)	 	 






	 	 
	Witness signature:	 	 	 
	Name:	 
	Address:	 







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