Attached files
file | filename |
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EX-10.3 - EX-10.3 - Euronav MI II Inc. | a18-12465_2ex10d3.htm |
EX-10.2 - EX-10.2 - Euronav MI II Inc. | a18-12465_2ex10d2.htm |
8-K - 8-K - Euronav MI II Inc. | a18-12465_28k.htm |
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May 3, 2018 |
Nordea Bank AB (publ), New York Branch,
as Facility Agent,
1211 Avenue of the Americas, 23rd Floor
New York, NY 10036
Attn: Shipping, Offshore & Oil Services
Telephone: +1 212 318 9636
Facsimile: +1 212 421 4420
E-mail: dlny-ny-cadloan@nordea.com
with a copy to:
Essendropsgate 7
0368 Oslo, Norway
Facsimile: +47 22 48 66 78
E-mail: agency.soosid@nordea.com
Re: Waiver Request
We refer to the facility agreement, dated as of August 31, 2015 (as amended by Amendment No. 1, dated as of October 20, 2016, Amendment No.2, dated as of March 24, 2017 and Amendment No.3, dated as of June 1, 2017, and as the same may be further amended or supplemented from time to time, the Facility Agreement), among (i) Gener8 Maritime Subsidiary VIII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime Subsidiary V Inc., as Shareholder, (iv) Gener8 Maritime, Inc., as Parent Guarantor, (v) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Global Co-ordinators, (vi) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Bookrunners, (vii) ABN AMRO Capital USA LLC, DNB Markets, Inc., DVB Bank SE and Skandinaviska Enskilda Banken AB as Commercial Tranche Bookrunners (viii) Citibank, N.A., Nordea Bank Finland Plc, New York Branch, ABN AMRO Capital USA LLC, Banco Bilbao Vizcaya Argentina, S.A., Seoul Branch, DNB Markets, Inc., DVB Bank SE, Skandinaviska Enskilda Banken AB and The Export-Import Bank of Korea as Mandated Lead Arrangers, (ix) Caixa Bank, S.A. and Landesbank Hessen-Thueringen Girozentrale as Lead Arrangers, (x) the banks and financial institutions listed in Part B of Schedule 1 therein as Original Lenders, (xi) the banks and financial institutions listed in Part C of Schedule 1 therein as Hedge Counterparties, (xii) Citibank, N.A., London Branch as ECA Co-ordinator and ECA Agent, (xiii) Nordea Bank Finland Plc, New York Branch as Commercial Tranche Co-ordinator, Facility Agent and Security Agent and (xiv) The Export-Import Bank of Korea as Kexim, upon the terms and subject to the conditions of which the Original Lenders made available to the Borrower a term loan facility of up to (originally) $963,743,455.
Unless otherwise defined in this waiver request (the Waiver Request), capitalized terms used in this Waiver Request shall have the meanings set forth in the Facility Agreement.
We request that, by countersigning this Waiver Request, each of the Majority Lenders confirms its agreement to the following waiver pursuant to Clause 44 (Amendments and Waivers) of the Facility Agreement.
1. Temporary waiver of Interest Expense Coverage Ratio.
It is acknowledge and agreed among the Borrower, the Guarantors and the Majority Lenders that for the Test Period ending on March 31, 2018 compliance by the Parent Guarantor with the requirements of Clause 20.2 (Interest Expense Coverage Ratio) of the Facility Agreement shall be temporarily waived.
The Borrower, the Guarantors and the Majority Lenders further agree that nothing contained herein shall be deemed a waiver of the Interest Expense Coverage Ratio as required by Clause 20.4 (Interest Expense Coverage Ratio) of the Facility Agreement for any Test Period after March 31, 2018.
For the benefit of the Majority Lenders, attached hereto as Exhibit A are the projections of the Parent Guarantor for the period Q1 2018 through Q4 2019.
2. Conditions to effectiveness.
It is a condition precedent to the effectiveness of this Waiver Request that the Facility Agent receives confirmation from the Borrower that the required parties under the Sinosure Facility and the Re-Financing Facility Credit Agreement have also provided their consent to a waiver similar to that described in Clause 1 hereof under each such facility.
3. Guarantors confirmation.
Each of the Guarantors, by its signature of this Waiver Request, confirms its consent to the waiver to the Facility Agreement set out herein and confirms that its guarantee in Clause 17 (Guarantee and Indemnity) of the Facility Agreement remains in full force and effect.
4. No other waivers
Other than as set forth in this Waiver Request, the provisions of the Facility Agreement shall remain unchanged and in full force and effect.
5. Finance Document
It is acknowledged and agreed that this Waiver Request shall constitute a Finance Document for purposes of the Facility Agreement.
6. Governing law and jurisdiction.
The provisions of Clause 47 (Governing Law) of the Facility Agreement shall apply to this Waiver Request as if set out in full but so that references to this Agreement are amended to read this Waiver Request.
7. Execution in counterparts.
This Waiver Letter may be executed in counterparts.
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Best regards, | |
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GENER8 MARITIME SUBSIDIARY VIII INC. | |
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as Borrower | |
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By: |
/s/ Leonard J. Vrondissis |
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Name: |
Leonard J. Vrondissis |
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Title: |
President |
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GENER8 MARITIME, INC. | |
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as Parent Guarantor | |
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By: |
/s/ Leonard J. Vrondissis |
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Name: |
Leonard J. Vrondissis |
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Title: |
Executive Vice President, Chief Financial Officer and Secretary |
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GENER8 MARITIME SUBSIDIARY V INC. | |
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as Shareholder | |
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By: |
/s/ Leonard J. Vrondissis |
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Name: |
Leonard J. Vrondissis |
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Title: |
President |
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GENER8 NEPTUNE LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
Signature Page to Gener8 Kexim Waiver Request
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GENER8 ATHENA LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 APOLLO LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 ARES LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 HERA LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 CONSTANTINE LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
Signature Page to Gener8 Kexim Waiver Request
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GENER8 OCEANUS LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 NAUTILUS LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 MACEDON LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 NOBLE LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 ETHOS LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 PERSEUS LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
Signature Page to Gener8 Kexim Waiver Request
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GENER8 THESUS LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 HECTOR LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
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GENER8 NESTOR LLC | |
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as Owner Guarantor | |
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By: |
/s/ Dean Scaglione |
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Name: |
Dean Scaglione |
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Title: |
Manager |
Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by: |
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NORDEA BANK AB (PUBL), NEW YORK BRANCH, | ||
as Commercial Tranche Co-ordinator, Facility Agent and Security Agent | ||
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By: |
/s/ Eric Havnvik |
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Name: |
Eric Havnvik |
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Title: |
Director |
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NORDEA BANK AB (PUBL), NEW YORK BRANCH | ||
as Facility Agent acting for and on behalf of the majority of the Commercial Lenders | ||
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By: |
/s/ Eric Havnvik |
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Name: |
Eric Havnvik |
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Title: |
Director |
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CITIBANK, N.A., LONDON BRANCH |
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as ECA Co-ordinator and ECA Agent |
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By: |
/s/ Jonathan Beasley |
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Name: |
Jonathan Beasley |
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Title: |
Director |
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CITIBANK, N.A., LONDON BRANCH | ||
as ECA Agent for and on behalf of KEXIM, the majority of the KEXIM Guaranteed Lenders and the majority of the K-Sure Lenders | ||
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By: |
/s/ Jonathan Beasley |
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Name: |
Jonathan Beasley |
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Title: |
Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 26 day of April, 2018 by: |
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ABN AMRO CAPITAL USA LLC |
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as Commercial Lender and K-Sure Lender |
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By: |
/s/ Francis Birkeland |
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Name: Francis Birkeland |
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Title: Managing Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
CITIBANK, N.A., LONDON BRANCH
as Commercial Lender, KEXIM Guaranteed Lender and K-Sure Lender
By: |
/s/ Jonathan Beasley |
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Name: Jonathan Beasley |
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Title: Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 27 day of April, 2018 by:
DNB CAPITAL LLC
as Commercial Lender
By: |
/s/ Cathleen Buckley |
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Name: Cathleen Buckley |
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Title: Senior Vice President |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
DVB BANK SE
as Commercial Lender
By: |
/s/ Michiel Steeman |
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Name: Michiel Steeman |
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Title: Managing Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
NORDEA BANK AB (PUBL), NEW YORK BRANCH
as Commercial Lender
By: |
/s/ Erik Havnvik |
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Name: Erik Havnvik |
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Title: Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 25 day of April, 2018 by:
SKANDINAVISKA ENSKILDEN BANKEN AB
as Commercial Lender
By: |
/s/ Arne Juell-Skielse |
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Name: Arne Juell-Skielse |
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Title: |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 27 day of April, 2018 by:
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., SEOUL BRANCH
as KEXIM Guaranteed Lender and K-Sure Lender
By: |
/s/ Grace Li |
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Name: Grace Li |
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Title: Managing Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 25 day of April, 2018 by:
KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG FORSIKRINGSSELSKAP
as KEXIM Guaranteed Lender
By: |
/s/ Authorized Signatory |
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Name: |
Authorized Signatory |
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Title: |
Senior V.P. of Accounting |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 26 day of April, 2018 by:
MITSUBISHI UFJ TRUST AND BANKING CORPORATION
as KEXIM Guaranteed Lender and K-Sure Lender
By: |
/s/ Mikio Ikegaya |
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Name: |
Mikio Ikegaya |
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Title: |
President and CEO |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
NONGHYUP BANK
as KEXIM Guaranteed Lender
By: |
/s/ Young Jon Choi |
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Name: |
Young Jon Choi |
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Title: |
Team Head |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
CAIXABANK, S.A.
as K-Sure Lender
By: |
/s/ Isabel Marquez |
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Name: |
Isabel Marquez |
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Title: |
Assistant Director |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
LANDESBANK HESSENTHUERINGEN GIROZENTRALE
as K-Sure Lender
By: |
/s/ Elsner-Bippert Navina Lucke |
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Name: |
Elsner-Bippert Navina Lucke |
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Title: |
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Signature Page to Gener8 Kexim Waiver Request
Accepted and agreed this 3 day of May, 2018 by:
THE EXPORT-IMPORT BANK OF KOREA
as K-Sure Lender
By: |
/s/ Chung Soun-Young |
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Name: |
Chung Soun-Young |
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Title: |
Director General |
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Signature Page to Gener8 Kexim Waiver Request
Exhibit A Projections Ma r-18 Jun-18 Sep-18 Dec-18 Ma r-19 Jun-19 Sep-19 De c-19 ($ in thousands, except where noted) Anal ys ts Projections Net Voyage Revenues Opex General and Adminis trative Expens es $ 46,170 $ (23,194) (7,636) 62,393 $ (23,452) (7,636) 63,078 $ (23,710) (7,636) 63,078 $ (23,710) (7,636) 81,459 (23,542) (7,751) $ 82,369 $ (23,804) (7,751) 83,726 $ (24,065) (7,751) 83,726 (24,065) (7,751) EBITDA $ 15,340 $ 31,305 $ 31,733 $ 31,733 $ 50,166 $ 50,815 $ 51,910 $ 51,910 Maintenance Capex Cas h Interes t Expens e Free Cas h Flow (5,891) (12,291) (687) (12,135) - (11,972) - (11,672) (2,500) (11,121) (2,500) (10,932) - (10,729) - (10,407) $ (2,841) $ 18,482 $ 19,761 $ 20,061 $ 36,545 $ 37,383 $ 41,181 $ 41,504 Scheduled Debt Repayments Cas h Flow from Financing (30,084) (30,069) (30,069) (30,069) (30,069) (30,069) (30,069) (30,069) $ (30,084) $ (30,069) $ (30,069) $ (30,069) $ (30,069) $ (30,069) $ (30,069) $ (30,069) Quarter Ending Cas h Balance (incl. WC in Pools ) $ 193,676 $ 182,089 $ 171,781 $ 161,773 $ 168,249 $ 175,563 $ 186,675 $ 198,109 Les s : Working Capital at Pools (26,100) (26,100) (26,100) (26,100) (26,100) (26,100) (26,100) (26,100) Quarter Ending Cas h Balance $ 167,576 $ 155,989 $ 145,681 $ 135,673 $ 142,149 $ 149,463 $ 160,575 $ 172,009 Interes t Coverage Ratio LTM EBITDA Secured Debt Cas h Interes t $ 95,201 $ (50,231) 88,921 $ (51,658) 104,776 $ (49,483) 112,502 $ (48,070) 147,328 (46,901) $ 166,838 $ (45,697) 187,016 $ (44,454) 207,193 (43,189) EBITDA / Interes t Ratio Covenant Thres hold 1.90x 2.50x 1.72x 2.50x 2.12x 2.50x 2.34x 2.50x 3.14x 2.50x 3.65x 2.50x 4.21x 2.50x 4.80x 2.50x Cus hion / (Shortfall) Compliance? -.60x No -.78x No -.38x No -.16x No .64x Yes 1.15x Yes 1.71x Yes 2.30x Yes *Q1 2018 rate estimates are based off of actual earnings within the Navig8 pools. Change in Cas h$ (32,925) $ (11,587) $ (10,308) $ (10,008) $6,476 $7,314 $ 11,112 $ 11,435 Adj. EBITDA$ 15,340 $ 31,305 $ 31,733 $ 31,733 $ 50,166 $ 50,815 $ 51,910 $ 51,910 VLCC Spot Rate$19,476 $24,500 $ 24,500 $ 24,500 $ 32,569 $ 32,569 $32,569 $ 32,569 Suezm ax Spot Rate$9,666 $17,125 $ 17,125 $ 17,125 $ 25,006 $ 25,006 $25,006 $ 25,006 Afram ax Spot Rate$3,617 $15,125 $ 15,125 $ 15,125 $ 20,256 $ 20,256 $20,256 $ 20,256 Panam ax Spot Rate$5,865 $13,125 $ 13,125 $ 13,125 $ 17,878 $ 17,878 $17,878 $ 17,878 GENER8 MARITIME