oboaddendum2july2009.htm


  Exhibit 4.3(b)

    
      
         


      

      
         


        
          

        

      

      
         


        
          


          Execution version
9

        

      

    


    
      	
              ADDENDUM
      NO. 2

              AND

              WAIVER
      AGREEMENT

              to

               

            
	
              USD
      202,000,000

              REDUCING
      REVOLVING CREDIT FACILITY AGREEMENT

            
	 
      
	
              for

            
	 
      
	
              The
      Companies listed in Appendix 1

              as
      Borrowers

            
	 
      
	
              The
      Financial Institutions named herein

              as
      Lenders

            
	 
      
	 
      
	
              Nordea Bank Norge ASA

              as
      Mandated Lead Arranger

            
	 
      
	
              and

            
	 
      
	
              Nordea Bank Norge
      ASA

              as
      Agent

            
	 
      
	
              and

            
	 
      
	
              Nordea
      Bank Finland Plc

              as
      Swap Bank

            
	 
      
	 
      
	 
      
	
              17
      July 2009

            
	 
      
	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIS ADDENDUM
NO. 2 AND WAIVER
AGREEMENT                                                                                                           (the
“Addendum”) is dated 17
July 2009 and made between:

     

    
      	
              (1)

            	
              THE COMPANIES listed in
      Part I of Appendix 1 as
      borrowers (together the “Borrowers”);

            


    

     

    
      	
              (2)

            	
              The banks and financial
      institutions listed in Part II of Appendix
      1, as lenders (together, the “Lenders”);

            


    

     

    
      	
              (3)

            	
              Nordea Bank Finland Plc.
      of TO1, FIN-00020 Nordea, Helsinki, Finland, as swap bank, (the “Swap
    Bank”);

            


    

     

    
      	
              (4)

            	
              Nordea Bank Norge ASA of
      Middelthunsgate 17, N-0368 Oslo, Norway, organisation number 911 044 110,
      as bookrunner (the “Bookrunner”);

            


    

     

    
      	
              (5)

            	
              Nordea Bank Norge ASA of
      Middelthunsgate 17, N-0368 Oslo, Norway, organisation number 911 044 110,
      as facility agent (the “Agent”);

            


    

     

    
      	
              (6)

            	
              Nordea Bank Norge ASA of
      Middelthunsgate 17, N-0368 Oslo, Norway, organisation number 911 044 110,
      as mandated lead arranger (the “Arranger”) and
      underwriter (the “Underwriter”);
      and

            


    

     

    
      	
              (7)

            	
              DVB Bank America NV of
      Zeelandia Office Park, Kaya W.F.G. Mensnig 14, P.O. Box 3107, Curacao,
      Netherlands Antilles, The
      Governor and Company of the Bank of Scotland of The Mound,
      Edinburgh, Scotland, EH1 1YZ and acting from their office at Pentland
      House, 8 Lochside Avenue, Edinburgh, Scotland, EH12 9DJ and HSH Nordbank AG of
      Gerhart Hauptmann Platz 50, 20095 Hamburg, Germany, as co-arrangers (the
      “Co-Arrangers”).

            


    

     

     

    WHEREAS:

     

    
      	
              (A)  

            	
              This
      Addendum is supplemental to the USD 202,000,000 Reducing Revolving Credit
      Facility Agreement dated 29 August 2006 and as amended by addendum no. 1
      dated 10 October 2008 (the “Original Facility
      Agreement”) and made between the Borrowers, the Lenders, the
      Arranger, the Agent, the Bookrunner, the Underwriter, the Co-Arrangers and
      the Swap Bank (together the “Parties” and each of
      them a “Party”)
      relating to a certain reducing revolving credit facility for an aggregate
      amount of USD 202,000,000;

            


    

     

    
      	
              (B)

            	
              The
      Borrowers have asked for a waiver or amendments (as the case may be) of
      certain of the provisions of the Original Facility Agreement;
      and

            


    

     

    
      	
              (C)

            	
              The
      Parties have agreed to supplement and amend the Original Facility
      Agreement by entering into this Addendum to reflect the agreement reached
      between the Parties with respect to, amongst others, the temporary waiver
      of the provisions in Clause 20.2.1 (Minimum Value Adjusted Equity
      Ratio) of the Original Facility
  Agreement.

            


    

     

    


     


    
      
        
           

          3371516/3

        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              NOW IT IS HEREBY AGREED
      as follows:

            


    

     

     

    
      	
              1  

            	
              CONSTRUCTION
      AND INTERPRETATION

            


    

     

    
      	
              1.1  

            	
              References
      to this Agreement

            


    

     

    References
in the Original Facility Agreement to “this Agreement” shall, with
effect from the Effective Date be read and interpreted as references to the
Original Facility Agreement as amended by this Addendum (the “Amended Facility
Agreement”).

     

    
      	
              1.2  

            	
              Construction

            


    

     

    In this
Addendum, unless the context otherwise requires:

     

    
      	
              a)  

            	
              words
      denoting the singular number shall include the plural and vice
      versa;

            


    

     

    
      	
              b)  

            	
              references
      to Clauses and Appendices are references, respectively, to the Clauses and
      Appendices of this Addendum;

            


    

     

    
      	
              c)  

            	
              references
      to a provision of law is a reference to that provision as it may be
      amended or re-enacted, and to any regulations made by the appropriate
      authority pursuant to such law;

            


    

     

    
      	
              d)  

            	
              clause
      headings are inserted for convenience of reference only and shall be
      ignored in the interpretation of this Addendum;
  and

            


    

     

    
      	
              e)  

            	
              capitalized
      terms shall, unless otherwise provided herein, have the meaning attributed
      to      them in the Original Facility
      Agreement.

            


    

     

     

    
      	
              2  

            	
              CONDITIONS
      PRECEDENT

            


    

     

    The
Obligors shall deliver the documents and other evidence listed in Appendix 2 (Conditions precedent) hereto
to the Agent (on behalf of the Finance Parties) as soon as possible and in any
event within 10 August 2009 at the latest (all such documents and evidence to be
in form and substance acceptable to the Agent).

     

     

    
      	
              3  

            	
              AMENDMENTS
      TO THE ORIGINAL FACILITY AGREEMENT

            


    

     

    
      	
              3.1  

            	
              General

            


    

     

    The
Original Facility Agreement shall, with effect from 30 June 2009 (the “Effective Date”), be amended
as set out in this Clause 3 and will continue to be binding upon each of the
Parties thereto in accordance with its terms as hereby amended.

     

    
      	
              3.2  

            	
              Amendments
      to Clause 1.1 (Definitions) of the Original Facility
    Agreement

            


    

     

    
      	
              a)  

            	
              The
      definitions of the following terms in Clause 1.1 (Definitions) of the
      Original Facility Agreement shall be deleted in their entirety and
      replaced by the following
definitions:

            


    

     

    “Finance Documents” means,
collectively, this Agreement, the Addendum No. 1, the Addendum no. 2, any
Security Document and any other documents designated as such by the Agent and
the Borrowers.”

     

     “Margin” means three point zero
per cent (3.0%) per annum.”

     

    
      	
              b)  

            	
              The
      following new definitions shall be inserted in Clause 1.1 (Definitions) of the
      Original Facility Agreement:

            


    

     

     “Addendum No. 2” means the
addendum no. 2 and waiver agreement to this Agreement dated 17 July 2009 and
made between the Borrowers and the Finance Parties.”

     

     

    
      	
              4  

            	
              AMENDMENTS
      TO THE SECURITY DOCUMENTS

            


    

     

    The
Security Documents shall (if required by the Agent acting on behalf of the
Finance Parties) be amended (in such form as approved by the Agent (on behalf of
the Finance Parties)) and/or new Security Documents shall be issued so as to
ensure that the amendments as set out in this Addendum will apply to the
Security Documents and so that the Security Interest created under the Security
Documents shall extend to the obligations of the Borrowers under the Amended
Facility Agreement.

     

     

    
      	
              5  

            	
              TEMPORARY
      WAIVER

            


    

     

    
      	
              5.1  

            	
              Temporary
      waiver

            


    

     

    Subject
to the conditions set out in Clause 5.2 (Conditions for temporary
waiver) below, the Finance Parties have agreed to the temporary waiver of
the following provisions of the Amended Facility Agreement in the period from 31
December 2008 and up until 1 January 2010 (the “Waiver Period”):

     

    
      	
              a)  

            	
              Clause
      20.2.1 (Minimum Value
      Adjusted Equity Ratio) of the Amended Facility Agreement so that
      the minimum Value Adjusted Equity Ratio of the Guarantor (on a
      consolidated basis) shall be of minimum twenty per cent (20%) in the
      Waiver Period.

            


    

     

    
      	
              5.2  

            	
              Conditions
      for temporary waiver under Clause
5.1

            


    

     

    The
temporary waiver granted to the Obligors as set out in Clause 5.1 (Temporary waiver) above is
subject to:

     

    
      	
              a)  

            	
              the
      payment by the Borrowers of a waiver fee of USD 10,000 per Lender, payable
      to the Agent (for distribution to the Lenders) payable at the date of this
      Addendum;

            


    

     

    
      	
              b)  

            	
              the
      delivery by the Obligors of the documents and other evidence listed in
      Appendix
      2 (Conditions
      precedent) hereto to the Agent (on behalf of the Finance Parties)
      as soon as possible and in any event within 10 August 2009 at the latest;
      and

            


    

     

    
      	
              c)  

            	
              save
      as set out in this Clause 5, the Agent and the Finance Parties reserve all
      their rights to take any action available to any of them under the Finance
      Documents which shall not be diminished in any way by the issue of the
      temporary waiver set out in this Clause 5 or be interpreted in any way as
      an approval, surrender or consent to any Event of
  Default.

            


    

     

     

    
      	
              6  

            	
              CONTINUED
      FORCE AND EFFECT

            


    

     

    
      	
              a)  

            	
              The
      provisions of the Original Facility Agreement and the other Finance
      Documents shall, save as amended by this Addendum (and/or separate
      amendments to any of the Security Documents (if any)), continue in full
      force and effect between the Parties and the Original Facility Agreement
      and this Addendum shall be read and construed as one
      instrument.

            


    

     

    
      	
              b)  

            	
              The
      Security Interest created by the Security Documents to which any of the
      Obligors is a party shall extend to the liabilities and obligations of the
      Borrowers under the Amended Facility Agreement and the obligations arising
      under or in connection with the Amended Facility Agreement and the
      Security Documents constitute obligations secured under the Security
      Documents.

            


    

     

     

    
      	
              7  

            	
              GOVERNING
      LAW AND ENFORCEMENT

            


    

     

    
      	
              7.1  

            	
              Governing
      law

            


    

     

    This
Addendum shall be governed by Norwegian law.

     

    
      	
              7.2  

            	
              Jurisdiction

            


    

     

    
      	
              a)  

            	
              The
      Finance Parties and the Borrowers agree that the courts of Oslo, Norway,
      have jurisdiction to settle any disputes arising out of or in connection
      with the Finance Documents including a dispute regarding the existence,
      validity or termination of this Addendum, and each of the Borrowers
      accordingly submit to the non-exclusive jurisdiction of the Oslo District
      Court (Oslo
      tingrett).

            


    

     

    
      	
              b)  

            	
              Nothing
      in this Clause 7.2 shall limit the right of the Finance Parties to
      commence proceedings against any of the Borrowers in any other court of
      competent jurisdiction. To the extent permitted by law, the Finance
      Parties may take concurrent proceedings in any number of
      jurisdictions.

            


    

     

    
      	
              7.3  

            	
              Service
      of process

            


    

     

    Without
prejudice to any other mode of service, each of the Borrowers:

     

    
      	
              a)  

            	
              irrevocably
      appoints Wikborg Rein & Co., Kronprinsesse Märthas plass 1, P.O. Box
      1513 Vika, N-0117 Oslo, Norway as its agent for service of process in
      relation to any proceedings before Norwegian courts in connection with any
      Finance Document; and

            


    

     

    
      	
              b)  

            	
              agrees
      that failure by its process agent to notify it of the process will not
      invalidate the proceedings
concerned.

            


    

     

     

    
      	
              8  

            	
              COUNTERPARTS

            


    

     

    This
Addendum may be executed in counterparts.

     

    ***

     

    APPENDIX
1

     

    


     

    


     

     PART I: BORROWERS

     

    


     

    
      	
              Name

            	
              Address

               

            
	
              OBO
      Holdings Ltd.

            	
              Trust
      Company Complex, Ajeltake Island. Majuro, Marshall Islands, MH
      96960

               

            
	
              BHOBO
      One Ltd.

            	
              Trust
      Company Complex, Ajeltake Island. Majuro, Marshall Islands, MH
      96960

               

            
	
              BHOBO
      Two Ltd.

            	
              Trust
      Company Complex, Ajeltake Island. Majuro, Marshall Islands, MH
      96960

               

            
	
              BHOBO
      Three Ltd.

            	
              Trust
      Company Complex, Ajeltake Island. Majuro, Marshall Islands, MH
      96960

               

            
	
              RMJ
      OBO Shipping Ltd.

            	
              Trust
      Company Complex, Ajeltake Island. Majuro, Marshall Islands, MH
      96960

               

            
	
              Sagamore
      Shipping Ltd.

            	
              Trust
      Company Complex, Ajeltake Island. Majuro, Marshall Islands, MH
      96960

               

            


    

    


     

    PART
II: LENDERS

     

    
      	
              Name
      and address:

               

            
	
              DVB Bank America NV of
      Zeelandia Office Park, Kaya W.F.G. Mensing 14, P.O. Box 3107, Curacao,
      Netherlands Antilles

               

            
	
              The Governor and Company of the
      Bank of Scotland of Pentland House 8, Lochside Avenue, Edinburgh
      Scotland EH12 9DJ

               

            
	
              HSH Nordbank AG of
      Gerhart Hauptmann Platz 50, 20095 Hamburg, Germany

               

            
	
              Nordea Bank Norge ASA of
      Middelthusgate 17, N-0368 Oslo, Norway

               

            
	
              Deutsche Schiffsbank AG
      of [·]

               

            
	
              Bayerische Hypo- und
      Vereinsbank AG of [·]

               

            
	 
      


    

    


     

    


     


    
      
        
           

          3371516/3

        

         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
2

     

    CONDITION
PRECEDENT DOCUMENTS

     

     

    
      	
              1  

            	
              CORPORATE
      AUTHORISATION – IN RESPECT OF EACH OF THE
  OBLIGORS

            


    

     

    
      	
              a)  

            	
              Certificate
      of Incorporation/Certificate of Registration (or
  similar);

            


    

     

    
      	
              b)  

            	
              Memorandum
      and Articles of Association/Bye-laws (or
  similar);

            


    

     

    
      	
              c)  

            	
              Resolutions
      passed at a board meeting
evidencing:

            


    

     

    
      	
              (i)  

            	
              the
      approval of the terms of, and the transactions contemplated by, this
      Addendum; and

            


    

     

    
      	
              (ii)  

            	
              the
      authorisation of its appropriate officer or officers or other
      representatives to execute this Addendum and any other documents necessary
      for the transactions contemplated by this Addendum, on its
      behalf;

            


    

     

    
      	
              d)  

            	
              Power
      of Attorney;

            


    

     

    
      	
              e)  

            	
              Updated
      Good Standing Certificate/Certificate of
  Compliance;

            


    

     

    
      	
              f)  

            	
              Secretary’s
      Certificate (notarised);

            


    

     

    
      	
              g)  

            	
              A
      specimen of the signature of each person authorised by the resolution
      referred to in paragraph (c) above;

            


    

     

     

    
      	
              2  

            	
              FINANCE
      DOCUMENTS

            


    

     

    
      	
              a)  

            	
              This
      Addendum.

            


    

     

    
      	
              b)  

            	
              Any
      amendments to the Security Documents or new Security Documents (and any
      perfection acts).

            


    

     

     

    
      	
              3  

            	
              MISCELLANEOUS

            


    

     

    
      	
              a)  

            	
              Evidence
      that the fee referred to in paragraph a) of Clause 5.2 (Conditions for temporary
      waiver under Clause 5.1) of this Addendum, has or will be paid on
      its due date;

            


    

     

    
      	
              b)  

            	
              Documentary
      evidence that the agent for service of process named in Clause 7.2 (Service of Process) of
      the Addendum, has accepted its appointment;
and

            


    

     

    
      	
              c)  

            	
              Any
      other documents as reasonably requested by the
  Agent.

            


    

     

     

    
      	
              4  

            	
              LEGAL
      OPINIONS

            


    

     

    
      	
              a)  

            	
              A
      legal opinion from Seward & Kissel LLP relating to Marshall Islands
      law issues;

            


    

     

    
      	
              b)  

            	
              A
      legal opinion from Seward & Kissel LLP relating to Liberian law
      issues; and

            


    

     

    
      	
              c)  

            	
              Any
      such favourable legal opinions in form and substance satisfactory to the
      Agent from lawyers appointed by the Agent on matters concerning all
      relevant jurisdictions.

            


    

     

    ***

     

    SIGNATORIES

     

    


     

    
      	
              The
      Borrowers:

            	 
      
	
              OBO
      Holdings Ltd.

            	
              BHOBO
      One Ltd.

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:
      __________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              BHOBO
      Two Ltd.

            	
              BHOBO
      Three Ltd.

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:
      __________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              RMJ
      OBO Shipping Ltd.

            	
              Sagamore
      Shipping Ltd.

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:
      __________________________________

            
	
              Name:

            	
              Name:

            
	 
      	 
      
	 
      	 
      
	
              The
      Lenders:

            	 
      
	
              Nordea
      Bank Norge ASA

            	
              DVB
      Bank America NV

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:__________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              The
      Governor and Company of the Bank of Scotland

            	
              HSH
      Nordbank AG

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:__________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              Deutsche
      Schiffsbank AG

            	
              Bayerische
      Hypo- und Vereinsbank AG

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:
      _________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              The
      Agent:

            	
              The
      Arranger:

            
	
              Nordea
      Bank Norge ASA

            	
              Nordea
      Bank Norge ASA

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:__________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              The
      Bookrunner:

            	
              The
      Underwriter:

            
	
              Nordea
      Bank Norge ASA

            	
              Nordea
      Bank Norge ASA

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:__________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	
              The
      Co-Arrangers:

            	 
      
	
              HSH
      Nordbank AG

            	
              The
      Governor and Company of the Bank of Scotland

            
	
               

               

               

              By:
      _________________________________

            	
               

               

               

              By:__________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              DVB
      Bank America NV

            	 
      
	
               

               

               

              By:
      _________________________________

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              The
      Swap Bank:

            	 
      
	
              Nordea
      Bank Finland Plc

            	 
      
	
               

               

               

              By:
      _________________________________

            	 
      
	
              Name:

            	 
      
	
              Title:

            	 
      


    

    


    


     

    


     

    17 July
2009

     

    We, B+H
Ocean Carriers Ltd., agree to the above and confirm that the Guarantee shall
continue to be in full force and effect and guarantee the obligations of the
Borrowers under the Amended Facility Agreement.

     

    We
confirm that the Security Interest created by the Security Documents to which
the Guarantor is a party extend to the liabilities and obligations of the
Borrowers under the Amended Facility Agreement and the obligations arising under
or in connection with the Amended Facility Agreement and the Security Documents
constitute obligations secured under the Security Documents.

     

    


     

    B+H
Ocean Carriers Ltd.

     

    


     

    By:
_______________________

     

    Name:

     

    Title:

     


    
      
        
           

          3371516/3