EX-4.12 19 exhibit412.htm EX-4.12
Dated [●] 2024
MEJATO
SHIPPING COMPANY INC.
RAKARU SHIPPING COMPANY INC.
EBADON SHIPPING COMPANY INC.
PULAP SHIPPING COMPANY INC.
WENO SHIPPING COMPANY INC.
ERIKUB SHIPPING COMPANY INC.
WOTHO SHIPPING COMPANY INC.
as joint and several Borrowers
and
DIANA SHIPPING INC.
as Parent Guarantor
and
DANISH SHIP FINANCE A/S
as Original Lender
AMENDMENT AND RESTATEMENT
AGREEMENT
relating to a facility agreement dated 12 April 2023
relating to(i) the refinancing of the Existing Indebtedness secured on
m.vs. "PHAIDRA", "ELECTRA", "ASTARTE", "P.
S. PALIOS" and "G. P.
ZAFIRAKIS",
(ii) the refinancing of the Borrowers' equity in respect of m.vs "CRYSTALIA"
and "ATALANDI"
and (iii) the provision to the Borrowers
of working capital for their general corporate purposes
Index
Clause
Page
1
Definitions and Interpretation ....................................................................................................
3
2
Conditions Precedent
..................................................................................................................
4
3
Representations ..........................................................................................................................
4
4
Amendment and Restatement of Facility Agreement and other finance documents
................
5
5
Further Assurance .......................................................................................................................
7
6
Fees .............................................................................................................................................
7
7
Costs and Expenses .....................................................................................................................
7
8
Notices
.........................................................................................................................................
7
9
Counterparts ...............................................................................................................................
7
10
Governing Law
.............................................................................................................................
7
11
Enforcement
................................................................................................................................
7
Schedules
Schedule 1 Conditions Precedent ............................................................................................................
9
Execution
Execution Pages
......................................................................................................................................13
Appendices
Appendix
Form of Amended and Restated Facility Agreement (marked to indicate amendments)
THIS AGREEMENT
is made on [●] 2024
PARTIES
(1)
MEJATO
SHIPPING COMPANY INC.
, a corporation incorporated and
existing under the
laws of
the
Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro MH96960, The Marshall Islands as a borrower ("
Borrower A
")
(2)
RAKARU
SHIPPING COMPANY INC.
, a corporation incorporated and existing under
the laws of the
Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro MH96960, The Marshall Islands as a borrower ("
Borrower B
")
(3)
EBADON
SHIPPING COMPANY INC.
, a
corporation incorporated and existing
under the
laws of
the
Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro MH96960, The Marshall Islands as a borrower ("
Borrower C
")
(4)
PULAP
SHIPPING COMPANY INC.
, a corporation incorporated
and existing under the laws of
the
Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro MH96960, The Marshall Islands as a borrower ("
Borrower D
")
(5)
WENO
SHIPPING COMPANY
INC.
, a corporation
incorporated and
existing under the
laws of the
the
Republic
of
The
Marshall
Islands
whose
registered
address
is
at
Trust
Company
Complex,
Ajeltake Road,
Ajeltake Island, Majuro MH96960,
The Marshall Islands as
a borrower ("
Borrower
E
")
(6)
ERIKUB
SHIPPING COMPANY INC.
, a corporation incorporated
and existing under the laws of the
Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro MH96960, The Marshall Islands as a borrower ("
Borrower F
")
(7)
WOTHO
SHIPPING COMPANY INC.
, a corporation incorporated and existing under the laws of the
Republic of The Marshall Islands whose registered address is at Trust Company Complex, Ajeltake
Road, Ajeltake Island, Majuro MH96960, The Marshall Islands as a borrower ("
Borrower G
")
(8)
DIANA SHIPPING INC.
, a corporation incorporated
and existing under the laws
of the Republic of
The
Marshall
Islands
whose
registered
address
is
at
Trust
Company
Complex,
Ajeltake
Road,
Ajeltake Island, Majuro MH96960, The Marshall Islands as guarantor (the "
Parent Guarantor
")
(9)
DANISH SHIP
FINANCE A/S
of Sankt
Annae Plads
3, Dk-1250
Copenhagen K,
Denmark as
lender
(the "
Original
Lender
")
BACKGROUND
(A)
By a facility agreement dated
12 April 2023
and made among
(i) the Borrowers as
joint and several
borrowers,
(ii) the Parent Guarantor as guarantor
and (ii) the Original Lender,
the Original Lender
agreed to make available to
the Borrowers a facility
of (originally) up
to $100,000,000 out
of which
the amount of $80,191,652 is outstanding at the date of this Agreement.
(B)
The Parties have agreed
to amend and
restate the Facility Agreement as
set out in
this Agreement.
OPERATIVE PROVISIONS
1
DEFINITIONS AND INTERPRETATION
1.1
Definitions
In this Agreement:
"
Amended
and
Restated
Facility
Agreement
"
means
the
Facility
Agreement,
as
amended
and
restated by this Agreement, in the form set out in the Appendix.
"
Effective
Date
"
means
18
October
2024
subject
to
Original
Lender’s
confirmation
that
all
the
conditions precedent in Clause 3 (
Conditions precedent
) have been satisfied.
"
Facility Agreement
" means the facility agreement referred to in Recital (A).
"
Mortgage Amendment
" means, in relation to a Ship, an amendment to that Mortgage in agreed
form.
"
Party
" means a party to this Agreement.
"
Supplemental
Account
Security
"
means,
in
relation
to
each
Account
Security
a
document
creating second priority Security over the Accounts of the relevant Borrower in agreed form.
"Supplemental General
Assignment"
means, in
relation
to a
Ship, a
document creating
second
priority
Security
over
(inter
alia)
that
Ship's
Earnings,
its
Insurances,
any
Requisition
Compensation, any Charter and any Charter Guarantee in relation to that Ship in agreed form.
"
Supplemental
Manager’s
Undertaking
”
means
in
relation
to
a
Ship,
a
supplemental
letter
of
undertaking
from
its
Approved
Technical
Manager
and
its
Approved
Commercial
Manager,
(i)
confirming
that
the
subordination
effected
by
virtue
of
the
original
Manager's
Undertaking
continues to
have full
force and
effect and
extends to
the Secured Liabilities
as amended by
the
Amendment and Restatement Agreement and (ii) creating second priority security over the
rights
and
interests
of
such
Approved
Technical
Manager
and
such
Approved
Commercial
Manager
respectively in the Insurances, in agreed form.
"
Supplemental Security Document
" means:
(a)
any Mortgage Amendment;
(b)
any Supplemental Account Security;
(c)
any Supplemental General Assignment;
(d)
any Supplemental Manager’s Undertaking; and
(e)
any Supplemental Shares Security.
"Supplemental Shares
Security"
means, in
relation to
a Borrower,
a document
creating second
priority Security over the issued shares of that Borrower in agreed form.
1.2
Defined expressions
Defined expressions
in the
Facility
Agreement and
the other
Finance Documents
shall have
the
same
meanings
when
used
in
this
Agreement
unless
the
context
otherwise
requires
or
unless
otherwise defined in this Agreement.
1.3
Application of construction and interpretation provisions of Facility Agreement
Clauses 1.2 (
construction
) to 1.5
(
third party rights
) (inclusive) of
the Facility Agreement
apply to
this Agreement as if they were expressly incorporated in it with any necessary modifications.
1.4
Agreed forms of new, and supplements to, Finance Documents
References
in
Clause
1.1
(
Definitions
)
to
any
document
being
in
"agreed
form"
are
to
that
document:
(a)
in
a
form
attached
to
a
certificate
dated
the
same
date
as
this
Agreement
(and
signed
by
the
Borrowers and the Lender); or
(b)
in any other form agreed in writing between the Borrowers and the Lender.
1.5
Designation as a Finance Document
The Obligors and the Lender designate this Agreement as a Finance Document.
1.6
Third party rights
(a)
Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has
no
right
under
the
Third
Parties
Act
to
enforce
or
to
enjoy
the
benefit
of
any
term
of
this
Agreement.
(b)
Notwithstanding any term of any Finance
Document, the consent of
any person who is not
a Party
is not required to rescind or vary this Agreement at any time.
2
CONDITIONS PRECEDENT
(a)
The Effective
Date cannot
occur unless
the Lender
has received
(or waived
receipt of)
all of
the
documents and other evidence listed in
Schedule 1
(
Conditions Precedent
) in form and substance
satisfactory
to the
Lender on
or before
the Effective
Date or
such later
date as
the Lender
may
agree with the Borrowers.
(b)
The Lender shall
notify the Borrowers
promptly upon being satisfied
as to the
satisfaction of
the
conditions precedent referred to in paragraph (a) above.
3
REPRESENTATIONS
3.1
Facility Agreement representations
Each Obligor
that is a
party to the
Facility Agreement
makes the
representations and
warranties
set out in clause 19 (
representations
) of the Facility Agreement,
as amended and restated
by this
Agreement
and updated
with appropriate
modifications to
refer
to
this
Agreement and,
where
appropriate,
the relevant
Supplemental Security
Documents, by
reference
to the
circumstances
then existing on the date of this Agreement and on the Effective Date.
3.2
Finance Document representations
Each Obligor makes
the representations and
warranties set out
in the Finance Documents (other
than the Facility Agreement)
to which it is
a party, as amended and
restated and/or supplemented
by this
Agreement and
updated with
appropriate modifications
to refer
to this
Agreement and,
where appropriate,
the relevant
Mortgage Amendment,
by reference
to the
circumstances then
existing on the date of this Agreement and on the Effective Date.
4
AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS
4.1
Specific amendments to the Facility Agreement
With effect on and from the Effective Date, the Facility Agreement shall
be amended and
restated
in the
form of
the Amended and
Restated
Facility Agreement
and, as
so amended and
restated,
the Facility Agreement shall continue to be binding on each of the parties to it in accordance with
its terms as so amended and restated.
4.2
Amendments to Finance Documents
With effect on and
from the Effective Date,
each of the
Finance Documents (other
than the Facility
Agreement and
each Mortgage
which is
amended and
supplemented by
the relevant
Mortgage
Amendment) shall be, and shall be deemed by this Agreement to be, amended as follows:
(a)
the
definition
of,
and
references
throughout
each
of
the
Finance
Documents
to
the
"Facility
Agreement" and
any of
the other Finance
Documents shall be
construed as
if the same
referred
to,
respectively:
(i)
the Amended and Restated Facility Agreement; and
(ii)
the
other
Finance
Documents
as
amended
and
supplemented
by
this
Clause
4.2
(
Amendments to
Finance Documents
) and
by such
further or consequential
modification
as may be necessary to give full effect to the terms of this Agreement;
(b)
the definition of, and
references throughout each of the Finance Documents to,
a Mortgage shall
be
construed
as
if
the
same
referred
to
that
Mortgage
as
amended
and
supplemented
by
the
relevant Mortgage Amendment;
(c)
by construing
references
throughout each
of the
Finance Documents
to "this
Agreement", "this
Agreement",
"hereunder"
and
other
like
expressions
as
if
the
same
referred
to
those
Finance
Documents as amended and/or supplemented by this Agreement;
and
(d)
all cross
references
in the
Facility Agreement
will be
updated accordingly
to reflect
the relevant
clauses in the Amended and Restated Facility Agreement.
4.3
Obligor Confirmation
On the Effective Date, each Obligor:
(a)
confirms its acceptance of the Amended and Restated Facility Agreement;
(b)
agrees that it is
bound as an
Obligor (as defined
in the
Amended and Restated Facility Agreement);
(c)
confirms that the definition of, and references throughout each of the Finance Documents to, the
Facility
Agreement
and
any
of
the
other
Finance
Documents
shall
be
construed
as
if
the
same
referred to the Facility Agreement and those
Finance Documents as amended
and restated by this
Agreement;
(d)
(if it is a Parent Guarantor) confirms that its guarantee and indemnity:
(i)
continues to have full force and effect on the terms of the Amended and Restated Facility
Agreement; and
(ii)
extends
to
the
obligations
of
the
relevant
Obligors
under
the
Finance
Documents
as
amended and restated by this Agreement.
4.4
Security confirmation
On the Effective Date, each Obligor confirms that:
(a)
any Security created by it under the
Finance Documents extends to the
obligations of the relevant
Obligors under the Finance Documents as amended and restated by this Agreement;
(b)
the obligations of the relevant
Obligors under the Amended and Restated
Facility Agreement are
included in the
Secured Liabilities (as
defined in the
Security Documents to
which it is
a party); and
(c)
the Security created under the Finance Documents continues in full force and effect on the terms
of the respective Finance Documents.
4.5
Finance Documents to remain in full force and effect
The Finance Documents shall remain in full force and effect and from the Effective Date:
(a)
in the
case of
the Facility
Agreement
as amended
and restated
pursuant
to
Clause
4
.1 (
Specific
amendments to the Facility Agreement
);
(b)
in the case of the
other Finance Documents as amended pursuant
to Clause
4.2
(
Amendments to
Finance Documents
) and the relevant Mortgage Amendment;
and
(c)
the Facility Agreement and the
applicable provisions of this
Agreement will be read
and construed
as one document;
and
(d)
except to the extent expressly waived by the amendments effected
by this Agreement, no waiver
is given by this Agreement and the Lender expressly reserves all its
rights and remedies in respect
of any breach of or other Default under the Finance Documents.
5
FURTHER ASSURANCE
Clause
22.22
(
further
assurance
)
of
the
Facility
Agreement,
as
amended
and
restated
by
this
Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary
modifications.
6
FEES
The
Borrowers
shall
pay
to
Lender
on
or
before
the
Effective
Date
an
amendment
fee
of
$200,479.13.
7
COSTS AND EXPENSES
Clause
16.2
(
amendment
costs
)
of
the
Facility
Agreement,
as
amended
and
restated
by
this
Agreement,
applies to this Agreement as if it were expressly incorporated in it with any necessary
modifications.
8
NOTICES
Clause 34 (
notices
) of the
Facility Agreement, as amended
and restated by this Agreement,
applies
to this Agreement as if it were expressly incorporated in it with any necessary modifications.
9
COUNTERPARTS
This Agreement may be
executed in any
number of counterparts, and this has the
same effect as
if the signatures on the counterparts were on a single copy of this Agreement.
10
GOVERNING LAW
This
Agreement
and
any
non-contractual
obligations
arising out
of
or
in
connection
with
it
are
governed by English law.
11
ENFORCEMENT
11.1
Jurisdiction
(a)
The
courts
of
England
have
exclusive
jurisdiction
to
settle
any
dispute
arising
out
of
or
in
connection
with
this
Agreement
(including
a
dispute
regarding
the
existence,
validity
or
termination of
this Agreement
or any
non-contractual obligation
arising out
of or
in connection
with this Agreement) (a "
Dispute
").
(b)
The Obligors accept that the courts of England
are the most appropriate and convenient courts to
settle Disputes and accordingly no Obligor will argue to the contrary.
(c)
To
the extent
allowed by
law,
this Clause
11.1
(
Jurisdiction
) is
for the
benefit of the
Lender only.
As a result, the Lender shall be not be prevented
from taking proceedings relating to a Dispute
in
any other courts with jurisdiction.
To
the extent allowed by
law,
the Lender may take
concurrent
proceedings in any number of jurisdictions.
11.2
Service of process
(a)
Without
prejudice
to
any
other
mode
of
service
allowed
under
any
relevant
law,
each
Obligor
(other than an Obligor incorporated in England and Wales):
(i)
irrevocably
appoints
Hill
Dickinson
Services (London)
Ltd
at
its
registered
office
for
the
time
being
at
The
Broadgate
Tower,
20
Primrose
Street,
London
EC2A
2EW,
United
Kingdom
as
its
agent
for
service
of
process
in
relation
to
any
proceedings
before
the
English courts in connection with any Finance Document; and
(ii)
agrees that failure by a process agent to notify the relevant Obligor
of the process will not
invalidate the proceedings concerned.
(b)
If any person appointed as an agent for service of process is unable for any reason to act as agent
for service of process, the Borrowers
(on behalf of all the Obligors) must immediately (and in any
event within three days of such event taking place) appoint another agent on
terms acceptable to
the Lender. Failing
this, the Lender may appoint another agent for this purpose.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
SCHEDULE
1
CONDITIONS PRECEDENT
1
Obligors
1.1
A copy of the constitutional documents of each Obligor.
1.2
A copy of a resolution of the board of directors of each Obligor (other than the Parent Guarantor)
and a copy of a resolution of the executive committee of the Parent Guarantor:
(a)
evidencing corporate benefit;
(b)
approving the terms of, and the transactions
contemplated by, this Agreement and (as applicable)
each
Supplemental
Security
Document
to
which
it
is
a
party
and
(as
applicable)
the
Mortgage
Amendment to which it
is a party and
resolving that it execute this Agreement,
(if applicable) each
Supplemental
Security
Document
to
which
it
is
a
party
and
(if
applicable)
the
Mortgage
Amendment to which it is a party;
(c)
authorising
a
specified
person
or
persons
to
execute
this
Agreement
and
(as
applicable)
each
Supplemental
Security
Document
and
each
Mortgage
Amendment
to
which
it
is
a
party
on
its
behalf; and
(d)
authorising a specified
person or persons,
on its behalf, to
sign and/or despatch
all documents and
notices (including, if relevant,
a Utilisation Request)
to be signed
and/or despatched by
it under,
or in
connection with,
this Agreement, each
Supplemental Security
Document to
which it
is a
party,
each Mortgage Amendment to which it is a party
and any other Finance Document to which
it is a
party.
1.3
An original
of the
power of
attorney of
any Obligor
authorising a
specified person
or persons
to
execute
this
Agreement
and
(as
applicable)
each
Supplemental
Security
Document
and
each
Mortgage Amendment to which it is a party.
1.4
A specimen of the
signature of each person authorised
by the resolutions referred to in paragraph
1.2 above.
1.5
A copy of
a resolution signed by
the Parent
Guarantor as the
holder of the
issued shares in
each
Borrower,
approving the terms of, and the transactions contemplated
by, this Agreement
and (as
applicable) each Supplemental Security Document and each Mortgage Amendment to which that
Borrower is a party.
1.6
An up-to-date copy of a goodstanding certificate in respect of each
Obligor issued not earlier than
90 days from the Effective Date
.
2
Agreement and Security
2.1
A duly executed original of this Agreement signed by all Parties to it.
2.2
A duly executed original of the Amended and Restated Facility Agreement.
2.3
A
duly
executed
original
of
each
Supplemental
Security
Document
(and
any
other
document
required thereunder).
2.4
A
duly
executed
original
of
each
Mortgage
Amendment
and
evidence
that
such
Mortgage
Amendment
has
been
duly
registered
as
a
valid
addendum
to
the
Mortgage
in
respect
of
the
relevant Ship in accordance with the laws of the jurisdiction of its applicable Approved Flag.
3
Legal opinions
3.1
A legal opinion of Watson Farley & Williams,
Greece, legal advisers to the Lender in England.
3.2
If an Obligor is incorporated in a jurisdiction other than England and Wales,
a legal opinion of the
legal advisers to the Lender in the relevant jurisdiction.
3.3
Legal opinions of the
legal advisers to
the Lender in the jurisdiction of
the Approved Flag of
each
Ship and such other relevant jurisdictions as the Lender may require.
4
Other documents and evidence
4.1
A copy
of a
certificate signed
by an
officer of
each Borrower
confirming that
as at
the Effective
Date and the date of this Agreement:
(a)
the Repeating Representations and all other representations are true and accurate;
(b)
no Default has occurred
and is continuing or
is reasonably likely
to result from
the occurrence of
the Effective Date; or
(c)
no event
described in clause 7.1
(
Illegality
), 7.2 (
Change of control
), 7.5 (
mandatory prepayment
on
sale
or
Total
Loss
)
and
7.6
(
Mandatory
prepayment
on
Sanctions
Event
)
of
the
Facility
Agreement has occurred.
4.2
Draft cover notes and certificates of
the relevant P&I Club in respect of each Ship evidencing that
each
Ship is
insured
in
accordance
with
the provisions
of
the Facility
Agreement
together
with
draft letters
of undertaking by
the Approved
Brokers
in accordance
with paragraph
(b) of
clause
23.6 (
Copies of
policies; letters
of undertaking
) of
the Facility
Agreement,
in each
case in
forms
acceptable to the Lender.
4.3
A
copy
of
any
other
Authorisation
or
other
document,
opinion
or
assurance
which
the
Lender
considers to
be necessary or desirable
in connection with the
entry into and
performance of the
transactions
contemplated
by
this
Agreement,
each
Mortgage
Amendment
and
each
Supplemental Security Document
or for
the validity and
enforceability of
any Finance Document
as
amended,
restated
and/or
supplemented
by
this
Agreement,
each
Supplemental
Security
Document or each Mortgage Amendment.
4.4
Such evidence as the Lender may require to be able to satisfy
each of their "know your customer"
or
similar
identification
procedures
in
relation
to
the
transactions
contemplated
by
this
Agreement.
4.5
Documentary
evidence
that
the
agent
for
service
of
process
named
in
Clause
11.2
(
Service
of
process
) has accepted its appointment.
4.6
Evidence
that
the
fees,
costs
and
expenses
then
due from
the Borrower
s
pursuant
to
Clause
7
(
Costs and Expenses
) and clause 16.2
(
amendment costs
) of the Facility
Agreement and pursuant
to Clause 6 (
Fees
) of this Agreement have been paid or will be paid by the Effective Date.
4.7
Such documentation and
information as the
Lender deem necessary and/or
advisable to comply
with:
(a)
relevant sanction regulations
including the Lender's sanction compliance
procedures with a
view
to carry out relevant sanctions'
screenings; and
(b)
customer
due
diligence
measures
for
purposes
of
AML/CTF
checks
as
required
by
the
Danish
Consolidating Act no. 1022 of 13
th
of August 2013 on Measures to Prevent Money Laundering and
Financing of Terrorism (as amended and supplemented) including, without limitation:
(i)
Ownership and structure: evidence satisfactory
to the Lender of the complete ownership
and
control
structure
of
the
Customers
including
the
ownership
stake
belonging
to
beneficial owners meaning the
natural person(s) who ultimately owns
or controls through
direct or indirect ownership of more than 20 per cent. of the shares
or voting rights in the
Customers (except for beneficial owners in companies listed on a regulated market that is
subject
to
disclosure
requirements
consistent
with
EU
law
or
equivalent
international
standards,
provided that
if only
part of
such companies
shares are
listed,
the beneficial
owners,
if
any,
of
such
remaining
unlisted
shares
shall
be
subject
to
the
disclosure
requirements)
or,
if
no
such
person(s)
are
identified
or
if
there
is
any
doubt
that
the
person(s)
identified
are
the
beneficial
owner(s),
the
natural
person(s)
who
hold
the
position of senior management in the Parent Guarantor;
(ii)
Verification:
copies
of
proof
of
identity
and
country
of
residence
(which
may
be
documented
by
copy
of
bank
statement,
utility
bills,
lease
contracts
or
other
official
documents from a reliable and independent source) no older than 3 Months from date of
receipt,
in
Roman
Latin
letters
(
i.e.
not
Hebrew,
Greek,
Arabic
or
Russian
letters
in
readable form)
of the Customers
and any beneficial
owner (except
for beneficial owners
in listed
companies as
described in sub-paragraph
(a) above)
or,
if no such
person(s) are
identified or if there is any doubt that the person(s) identified
are the beneficial owner(s),
in
addition
to
the so
identified
beneficial
owner(s),
the
natural
person(s)
who
hold
the
position
of
senior management
officials
in the
Parent
Guarantor
and of
any
signatories
shall be verified in the following manner:
(A)
in
relation
to
natural
persons
(e.g.
beneficial
owner(s)
or
senior
management
officials): proof
of identity
shall include
name, date
of birth
and civil
registration
number
verified
on
the
basis
of
copies
of
passports
or
driver's
licenses,
other
government issued documents, lawyer's statements or a legal opinion; and
(B)
in
relation
to
legal
persons
(e.g. Customers
and/or
any
listed
parent
company):
proof of identity shall include registered name, country of
incorporation, business
registration number,
tax identification number (TIN), legal entity identifier (LEI)
or
similar government issued
identification number verified
on the basis
of transcript
from
companies
house
or
companies
registry,
Articles
of
Association
and
Memorandum
of
Association,
or
other
government
issued
documents.
Alternatively, bank statements, lawyer's statements, legal opinion
or confirmation
from the Danish Consulate in the country
of
the registered office of the Customer
or listed parent company confirming name or business identification number;
(iii)
Signing authority and verification:
(A)
Authorised
signatory:
copies
of
Articles
of
Association
and
Memorandum
of
Association, Board Resolution,
or legal opinion.
Proof of
identity of the
signatory
shall be verified
on the basis
of passport, identity
card issued
by a governmental
authority or
driver's license
in relation
to the
signing of
authority of
any person
executing a document on behalf of the Customers; and
(B)
Attorneys
in
fact:
copies
of
any
powers
of
attorney,
documentation
evidencing
general
authority
or
legal
opinion
in
relation
to
the
signing
authority
of
any
attorney-in-fact
executing a
document on
behalf of
the Customers,
in each
case
no
older
than
3
months.
The
proof
of
identity
of
any
attorney-in-fact
shall
be
verified on the basis of passport, identity
card issued by a governmental authority
or
driver's
license.
Alternatively,
if
the
attorney-in-fact
is
an
attorney-at-law
qualified in
a EU/EEA
member state,
a print-out
of the
webpage of
the relevant
law
firm
with
whom
the
attorney-at-law
is
employed
evidencing
such
employment; and
(iv)
a
statement
from
the
Customers
confirming
that
the
documents,
data
or
information
previously provided
to the
Lender under
paragraphs
(i),
(ii) and
(iii)
above is
up-to-date,
or,
alternatively, any relevant
updated documents, data or information.
EXECUTION PAGES
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
MEJATO
SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
RAKARU SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
EBADON SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
PULAP SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
WENO SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
ERIKUB SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
WOTHO SHIPPING COMPANY INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
PARENT GUARANTOR
EXECUTED AS A DEED
)
by Margarita Veniou
)
duly authorised attorney-in fact
)
for and on behalf of
)
DIANA SHIPPING INC.
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
ORIGINAL LENDER
EXECUTED AS A DEED
)
by
)
duly authorised attorney-in fact
)
for and on behalf of
)
DANISH SHIP FINANCE A/S
)
in the presence of:
)
Witness' signature:
)
Witness' name:
)
Witness' address:
)
COUNTERSIGNED
this _____ day of October 2024 for and on
behalf of the following corporation which by
its execution hereof confirms and acknowledges that:
1
it has read and understood the terms and conditions of the above Agreement;
2
it agrees in all respects to the same;
3
any Security created by it under the
Finance Documents extends to the
obligations of the relevant
Obligors under the Finance Documents as amended and supplemented by the above Agreement;
4
the
obligations
of
the
relevant
Obligors
under
the
Finance
Documents
as
amended
and
supplemented by
the above
Agreement are
included in the
Secured Liabilities (as
defined in
the
Security Documents to which it is a party); and
5
the Security created under the Finance Documents continues in full force and effect on the terms
of the respective Finance Documents.
________________________________
Director
for and on behalf of
Diana Shipping Services S.A.
(as approved manager)
APPENDIX
FORM OF AMENDED AND RESTATED
FACILITY AGREEMENT (MARKED TO INDICATE
AMENDMENTS)
Amendments are indicated as follows:
1
additions are indicated by [underlined text in blue];
2
deletions are shown by [strike-through text in red];
and
3
moved wording is indicated by [underlined text in green].
[Append marked-up version]