EX-4 5 gsh028_ex4-3j.htm EXHIBIT 4.3J

Exhibit 4.3(j)

 

 

DEED OF AMENDMENT made on 13 June 2019

 

BETWEEN:

 

(1)THE PARTIES, being the undersigned (other than the Company); and

 

(2)IVS BULK PTE. LTD, a company incorporated in Singapore whose registered office is at 200 Cantonment Road, #03-01 Southpoint, Singapore 089763 (the Company).

 

RECITALS:

 

On 11 December 2013, the Parties and the Company entered into a shareholders’ agreement (the SHA) setting out the terms and conditions on which they agreed to regulate the management of the Company.

 

On 4 February 2015, the Parties and the Company executed a deed of amendment and acknowledgement (the First Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 20 January 2016, the Parties and the Company executed a deed of amendment (the Second Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 1 April 2016,the Parties and the Company executed a deed of amendment (the Third Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 25 April 2016,the Parties and the Company executed a deed of amendment (the Fourth Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 6 July 2016,the Parties and the Company executed a deed of amendment (the Fifth Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 31 October 2016, the Parties and the Company executed a deed of amendment (the Sixth Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 31 January 2019, the Parties and the Company executed a deed of amendment (the Seventh Deed of Amendment) to amend the SHA on the terms set out therein.

 

On 26 March 2019, the Parties and the Company executed a deed of amendment (the Eighth Deed of Amendment) to amend the SHA on the terms set out therein. (for purposes of clarity, references to the SHA are to such agreement as amended by the terms of the First Deed of Amendment, the Second Deed of Amendment, the Third Deed of Amendment, the Fourth Deed of Amendment, the Fifth Deed of Amendment, the Sixth Deed of Amendment, the Seventh Deed of Amendment and the Eighth Deed of Amendment).

 

The Parties and the Company now wish to further amend the SHA in accordance with the terms of this deed of amendment (this Ninth Deed of Amendment) to extend the Joint Termination Date.

 

1INTERPRETATION

 

1.1Unless otherwise defined in this Deed, capitalized words and expressions used in this Deed shall have the meaning given to them in the SHA.

 

1.2Unless otherwise specified herein, all references in this Deed to a “Clause” shall refer to a Clause of the SHA.

 

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2EXTENSION OF THE JOINT TERMINATION DATE

 

Effective as at the date hereof, Clause 18.1 shall be amended by the replacement of the date “30 June 2019” with the date “30 September 2019”.

 

3MISCELLANEOUS

 

3.1The SHA is amended by the terms of this Ninth Deed of Amendment and all terms of the SHA not so amended shall continue in full force and effect as set out in the SHA. In the event of any conflict between the terms of the SHA and this Ninth Deed of Amendment, the terms of this Ninth Deed of Amendment shall prevail.

 

3.2Each of the Company and the Parties undertakes to execute and deliver all such documents and perform such acts as may be required for the purpose of giving full effect to the terms of this Ninth Deed of Amendment.

 

3.3Clauses 23 (Confidentiality), 28 (Assignment), 34 (No Partnership) and 38 (Governing Law) of the SHA are deemed to be incorporated herein mutatis mutandis and shall apply hereto as if repeated in this Ninth Deed of Amendment in full but with such amendments as are necessary to give effect to such provisions within the context of this Ninth Deed of Amendment.

 

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Signed and delivered as a Deed by

REGIMENT CAPITAL LIMITED

acting by:

 

 

)

)

)

 

 

 

 

sign here: /s/ Riyaz Nooruddin

 

 

  

 

print name: Riyaz Nooruddin

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Chris Quaite

 

Witness name:

  

 

print name: Chris Quaite

 

Witness address:

  

 

Grand Cayman, Cayman Islands

     
     
     
     

 

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Signed and delivered as a Deed by

SANKATY EUROPEAN INVESTMENTS III S.À R.L.

acting by:

 

 

 

)

)

)

 

 

 

 

sign here:

/s/ Sally Fassler Dornaus

 

/s/ Myleen Tapawan Basilio

 

 

  

 

print name: Sally Fassler Dornaus

Myleen Tapawan Basilio

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Mark Harpootian

 

Witness name:

  

 

print name: Mark Harpootian

 

Witness address:

  

 

200 Clarendon Street

    Boston. MA 02116
     
     
     

 

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Signed and delivered as a Deed by

GRINDROD SHIPPING PTE. LTD.

acting by:

 

)

)

)

 

 

 

 

sign here: /s/ Martyn Richard Wade

 

 

  

 

print name: Martyn Richard Wade

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Yvette Kingsley-Wilkins

 

Witness name:

  

 

print name: Yvette Kingsley-Wilkins

 

Witness address:

  

 

200 Cantonment Road

    #03-01 Southpoint
    Singapore 089763
     
     

 

Witness occupation:

  

 

Company Secretary

 

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Signed and delivered as a Deed by

IVS BULK PTE. LTD.

acting by:

 

 

)

)

)

 

 

 

 

sign here: /s/ Carl David Ackerley

 

 

  

 

print name: Carl David Ackerley

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Yvette Kingsley-Wilkins

 

Witness name:

  

 

print name: Yvette Kingsley-Wilkins

 

Witness address:

  

 

200 Cantonment Road

    #03-01 Southpoint
    Singapore 089763
     
     

 

Witness occupation:

  

 

Company Secretary

 

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