EX-4.12 19 exhibit412.htm EX-4.12 exhibit412
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
Schedules
Execution
Appendices
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
 
(
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
 
(
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
.1 (
Specific
amendments to the Facility Agreement
);
(b)
in the case of the
 
other Finance Documents as amended pursuant
 
to Clause
 
(
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
 
(
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
(
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
 
(ii) and
 
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]