Exhibit 10.109

 

	

    


 

GLOBAL TRADE AND RECEIVEABLES FINANCE BANKER’S GUARANTEE SECTION

 

	
ADVISING OF GUARANTEE AMENDMENT ADVICE
    	
 
    	
DATE 24APR2014
    


 

TO:

 

NAVIG8 CRUDE TANKERS INC

3 TEMASEK AVENUE,

HEX25-01 CENTENNIAL TOWER,

SINGAPORE 039190

 

DEAR SIR/MADAM,

 

	
ISSUING BANK REFERENCE NO
    	
 
    	
:  SLGQA020140230
    
	
ISSUING BANK
    	
 
    	
:  KOREA DEVELOPMENT BANK
    
	
APPLICANT
    	
 
    	
:  HHIC-PHIL INC.
    


 

WITHOUT ANY RESPONSIBILITY ON OUR PART AND ON THE PART OF ANY OF OUR OFFICERS, WE ADVISE HAVING RECEIVED AN AMENDMENT TO THE ABOVE GUARANTEE.

 

PLEASE ENSURE THE ORIGINAL AMENDMENT IS ATTACHED TO THE ORIGINAL GUARANTEE.

 

WE ARE PLEASED TO RELEASE THE ORIGINAL INSTRUMENT TO YOU UPON RECEIPT OF YOUR CHEQUE PAYMENT BEING OUR HANDLING FEE, PAYABLE TO ‘THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED’ OR ALTERNATIVELY, YOU MAY AUTHORISE US TO DEBIT SUCH AMOUNT FROM YOUR ACCOUNT MAINTAIN WITH US BY SIGNING AND RETURNING A COPY COPY OF THIS LETTER.

 

PLEASE NOTE THAT THE PAYMENT OF THE ABOVE CHARGES AND COLLECTION OF THE ORIGINAL INSTRUMENT SHOULD BE CARRIED OUT WITHIN ONE (1) MONTH FROM THE DATE OF THIS LETTER. SHOULD YOU FAIL TO MAKE PAYMENT OF THE ABOVE FEE AND/OR COLLECT THE ORIGNAL INSTRUMENT WITHIN ONE (1) MONTH FROM THE DATE OF THIS LETTER, WE WILL DESTROY THE ORIGNAL INSTRUMENT WITHOUT FURTHER REFERENCE TO YOU.

 

EMAIL OR FACSIMILE OF THIS ADVICE IS NOT DEEMED TO BE AN OPERATIVE INSTRUMENT.

 

DETAILS OF OUR CHARGES AS FOLLOWS :-

 

	
HANDLING FEE (AMD)                 SGD
    	
 
    	
100.00
    


 

WE ARE PLEASED TO BE OF ASSISTANCE TO YOU.

 

FOR ANY ENQUIRIES, PLEASE E-MAIL US AT : TRADE.GTEE@HSBC.COM.SG QUOTING THE ISSUING BANK’S REFERENCE NUMBER.

 

	
YOURS FAITHFULLY
    	
TO: HSBC SINGAPORE
    
	
 
    	
 
    
	
 
    	
(BANKER’S GUARANTEE SECTION)
    


 

The Hongkong and Shanghai Banking Corporation Limited

 

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WE AUTHORISED YOU TO DEBIT OUR
    
	
 
    	
A/C NO.
    
	
 
    	
FOR THE ABOVE.
    
	
 
    	
 
    
	
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/s/ [ILLEGIBLE]
    	
 
    	
 
    
	
AUTHORISED SIGNATORY
    	
AUTHORISED SIGNATORY
    
	
 
    	
COMPANY STAMP :
    
	
 
    	
DATE:
    
	
 
    	
 
    
	
The Hongkong and Shanghai Banking Corporation Limited
    	
 
    
	
 
    	
 
    
	
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Tue Apr 22 2014 01:29:10 PM HKT SGRRC2Q:69140

 

GROUP MESSAGING GATEWAY (GMG2.08.002)

 

PRT NO SGRRC2Q:69140 BY SGR OPR SYS Apr 22, 2014 AT 1:29:10 PM

 

	
IRN 141120477927
    	
 
    	
SERVICE IN SWF8
    	
 
    	
HASH 1111
    
	
SRN 22HSBCSGSGAXXX917060
    	
 
    	
SERVICE OUT
    	
 
    	
OSN 917060
    


 

	
SENDER ADDRESS
    	
 
    	
KODBKRSE
    
	
ROUTE CODE (KODBKRSE)
    	
 
    	
KOREA DEVELOPMENT BANK
    
	
 
    	
 
    	
16-3 YEOUIDO-DONG
    
	
 
    	
 
    	
YEONGDEUNGPO-GU SEOUL
    
	
 
    	
 
    	
150-973 KOREA
    


 

*** INFORMATION WARNING BITS SET ***

 

Copy Service Checked, RMA Authorization success

Standard Digest Verification Success, Processed Routing Msg

Checksum correct, Message Parsed

 

(1:F01 HSBCSGSGAXXX3931917060)

(2:O7601429140422KODBKRSEAXXX85459942381404221329N)

(3: (108:4552014SN0036442) )

MT 760 GUARANTEE / STANDBY LETTER OF CREDIT

 

	
27
    	
 
    	
Sequence of Total
    	
 
    	
 
    
	
 
    	
 
    	
Number
    	
 
    	
1
    
	
 
    	
 
    	
Total
    	
 
    	
/1
    
	
20
    	
 
    	
Transaction Reference Number
    	
 
    	
SLGQA020140230
    
	
23
    	
 
    	
Further Identification
    	
 
    	
ISSUE
    
	
40C
    	
 
    	
Applicable Rules
    	
 
    	
 
    
	
 
    	
 
    	
Type
    	
 
    	
OTHR
    
	
 
    	
 
    	
Narrative
    	
 
    	
/LAWS OF ENGLAND
    
	
77C
    	
 
    	
Details of Guarantee
    	
 
    	
 
    
	
 
    	
 
    	
LETTER OF GUARANTEE
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
 
    	
 
    
	
 
    	
 
    	
LETTER OF GUARANTEE NO.: SLGQA020140230
    
	
 
    	
 
    	
·
    	
 
    	
 
    
	
 
    	
 
    	
DATE : APRIL 11, 2014
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
 
    	
 
    
	
 
    	
 
    	
GENTLEMEN:
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
 
    	
 
    
	
 
    	
 
    	
WE HEREBY OPEN OUR IRREVOCABLE LETTER OF GUARANTEE NUMBER   SLGQA020140230 IN FAVOUR OF NAVIG8 CRUDE TANKERS INC (HEREINAFTER CALLED THE   ‘BUYER’) FOR ACCOUNT OF HHIC-PHIL INC. (HEREINAFTER CALLED THE ‘BUILDER’) AS   FOLLOWS IN CONNECTION WITH THE SHIPBUILDING CONTRACT DATED MARCH 25,   2014 (HEREINAFTER CALLED ‘CONTRACT’) MADE BY AND BETWEEN THE BUYER AND THE   BUILDER FOR THE CONSTRUCTION OF ONE (1) 300,000 DWT CLASS CRUDE OIL   CARRIER HAVING THE BUILDER’S HULL NO. NTP0138 (HEREINAFTER CALLED THE ‘VESSEL’).
    
	
 
    	
 
    	
·
    	
 
    	
 
    
	
 
    	
 
    	
IF, IN CONNECTION WITH THE TERMS OF THE CONTRACT, WHETHER SO   SUPPLEMENTED, AMENDED, CHANGED OR MODIFIED, THE BUYER SHALL BECOME ENTITLED   TO A REFUND OF THE ADVANCE PAYMENT MADE TO THE BUILDER PRIOR TO THE DELIVERY   OF THE VESSEL, WE HEREBY IRREVOCABLY GUARANTEE THE REPAYMENT OF THE SAME TO   THE BUYER WITHIN TWENTY (20) DAYS AFTER DEMAND NOT EXCEEDING USD 19,272,100,-   (SAY U.S. DOLLARS NINETEEN MILLION TWO HUNDRED SEVENTY TWO THOUSAND ONE   HUNDRED) TOGETHER WITH INTEREST THEREON AT THE RATE OF SIX PER CENT (6PERCENT)   PER ANNUM FROM THE DATE FOLLOWING THE DATE OF RECEIPT BY THE BUILDER TO THE   DATE OF REMITTANCE BY TELEGRAPHIC TRANSFER OF SUCH REFUND.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
THE AMOUNT OF THIS GUARANTEE WILL BE AUTOMATICALLY INCREASED UPON THE   BUILDER’S RECEIPT OF THE RESPECTIVE INSTALMENT, NOT MORE THAN THREE   (3) TIMES, EACH TIME BY THE AMOUNT OF INSTALMENT PLUS INTEREST THEREON   AS PROVIDED IN THE CONTRACT, BUT IN ANY EVENTUALITY THE AMOUNT OF THIS   GUARANTEE SHALL NOT EXCEED THE TOTAL SUM OF USD 48,180,250 (SAY U.S. DOLLARS   FORTY EIGHT MILLION ONE HUNDRED EIGHTY THOUSAND TWO HUNDRED FIFTY ONLY) PLUS   INTEREST THEREON AT THE RATE OF SIX PER CENT (6PERCENT) PER ANNUM FROM THE   DATE FOLLOWING THE DATE OF THE BUILDER’S RECEIPT OF EACH INSTALEMENT TO THE   DATE OF REMITTANCE BY TELEGRAPHIC TRANSFER OF [ILLEGIBLE]
    


 

1











 

	
 
    	
 
    	
THE CONTROL OF THE BUILDER, THE INTEREST RATE OF REFUND SHALL BE   REDUCED TO FOUR PER CENT (4PERCENT) PER ANNUM AS PROVIDED IN ARTICLE X OF THE   CONTRACT.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
THIS LETTER OF GUARANTEE IS AVAILABLE (SUBJECT TO THE THIRD PARAGRAPH   HEREOF) AGAINST THE BUYER’S FIRST WRITTEN DEMAND AND SIGNED STATEMENT   CERTIFYING THAT THE BUYER’S DEMAND FOR REFUND HAS BEEN MADE IN CONFORMITY   WITH ARTICLE X OF THE CONTRACT AND THE BUILDER HAS FAILED TO MAKE THE   REFUND WITHIN THIRTY (30) DAYS AFTER THE BUYER’S DEMAND. REFUND SHALL BE MADE   TO THE BUYER BY TELEGRAPHIC TRANSFER IN UNITED STATES DOLLARS.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
IN CASE ANY REFUND IS MADE TO THE BUYER BY THE BUILDER OR BY US UNDER   THIS LETTER OF GUARANTEE, OUR LIABILITY HEREUNDER SHALL BE AUTOMATICALLY   REDUCED BY THE AMOUNT SUCH REFUND.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
IT IS HEREBY UNDERSTOOD THAT PAYMENT OF ANY INTEREST PROVIDED HEREIN   IS BY WAY OF LIQUIDATED DAMAGES DUE TO CANCELLATION OF THE CONTRACT AND NOT   BY WAY OF COMPENSATION FOR USE OF MONEY.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
NOTWITHSTANDING THE PROVISIONS HEREINABOVE, IN THE EVENT THAT   WITHIN THIRTY (30) DAYS FROM THE DATE OF YOUR CLAIM TO THE BUILDER REFERRED   TO ABOVE, WE RECEIVE NOTIFICATION FROM YOU OR THE BUILDER ACCOMPANIED BY   WRITTEN CONFIRMATION TO THE EFFECT THAT YOUR CLAIM TO CANCEL THE CONTRACT OR   YOUR CLAIM FOR REFUNDMENT THEREUNDER HAS BEEN DISPUTED AND REFERRED TO   ARBITRATION IN ACCORDANCE WITH THE PROVISIONS OF THE CONTRACT, WE SHALL UNDER   THIS GUARANTEE, REFUND TO YOU THE SUM ADJUDGED TO BE DUE TO YOU BY THE   BUILDER PURSUANT TO THE AWARD MADE UNDER SUCH ARBITRATION IMMEDIATELY UPON   RECEIPT FROM YOU OF A DEMAND FOR THE SUMS SO ADJUDGED AND A COPY OF THE   AWARD.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
THIS LETTER OF GUARANTEE SHALL BECOME NULL AND VOID UPON RECEIPT BY   THE BUYER OF THE SUM GUARANTEED HEREBY OR UPON ACCEPTANCE BY THE BUYER OF THE   DELIVERY OF THE VESSEL IN ACCORDANCE WITH THE TERMS OF THE CONTRACT OR   RESCISSION OR TERMINATION OF THE CONTRACT DUE TO THE BUYER’S DEFAULT IN   ACCORDANCE WITH THE CONTRACT AND, IN ANY CASE, THIS LETTER OF GUARANTEE   SHALL BE RETURNED TO US.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
THIS LETTER OF GUARANTEE IS ASSIGNABLE UPON OUR RECEIPT OF YOUR PRIOR   WRITTEN NOTICE AND VALID FROM THE DATE OF THIS LETTER OF GUARANTEE UNTIL SUCH   TIME AS THE VESSEL IS DELIVERED BY THE BUILDER TO THE BUYER IN ACCORDANCE   WITH THE PROVISIONS OF THE CONTRACT.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH   THE LAWS OF ENGLAND AND THE UNDERSIGNED HEREBY SUBMITS TO THE NON-EXCLUSIVE   JURISDICTION OF THE COURTS OF ENGLAND.
    
	
 
    	
 
    	
·
    
	
 
    	
 
    	
VERY TRULY YOURS,
    
	
 
    	
 
    	
FOR AND ON BEHALF OF
    
	
 
    	
 
    	
KOREA DEVELOPMENT BANK
    
	
 
    	
 
    	
BY
    
	
 
    	
 
    	
NAME : WOON KI, BAEK
    
	
 
    	
 
    	
TITLE : GENERAL MANAGER
    


 

(5: (CHK:615DC95A49F5) )

 

PRT NO SGRRC2Q:69140 BY SGR OPR SYS Apr 22, 2014 AT 1:29:10 PM

END OF MESSAGE

 

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