EX-4 6 gsh028_ex4-3k.htm EXHIBIT 4.3K

 

Exhibit 4.3(k)

 

DEED OF AMENDMENT made on 11th September 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.

 

On 13 June 2019, the Parties and the Company executed a deed of amendment (the Ninth 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, the Eighth Deed of Amendment and the Ninth 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 Tenth Deed of Amendment) to extend the Joint Termination Date.

 

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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.

 

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 September 2019” with the date “30 November 2019”.

 

3MISCELLANEOUS

 

3.1The SHA is amended by the terms of this Tenth 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 Tenth Deed of Amendment, the terms of this Tenth 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 Tenth 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 Tenth Deed of Amendment in full but with such amendments as are necessary to give effect to such provisions within the context of this Tenth 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, Director

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Darragh Murphy

 

Witness name:

  

 

print name: Darragh Murphy, Senior Associate

 

Witness address:

  

 

DMS Governance Ltd.

    DMS House, 20 Genesis Close
    PO Box 2587, Grand Cayman
    KY1-1103, 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 /

  /s/ Mattieu Huffling

 

Witness name:

  

 

print name: Mark Harpootian /

 Mattieu Huffling

 

Witness address:

  

 

200 Clarendon Street

    Boston, MA 02116
     
    4 rue Lou Hemmer
    L-1748 Luxembourg

 

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Signed and delivered as a Deed by

GRINDROD SHIPPING PTE. LTD.

acting by: 

 

)

)

)

 

 

 

 

sign here: /s/ Martyn Wade

 

 

  

 

print name: Martyn Wade

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Deborah Davel

 

Witness name:

  

 

print name: Deborah Davel

 

Witness address:

  

 

108 Margaret Mncadi Ave

    Durban
    4001
     
    South Africa

 

Witness occupation:

  

 

CA (SA)

 

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Signed and delivered as a Deed by

IVS BULK PTE. LTD.

acting by:

 

 

)

)

)

 

 

 

 

sign here: /s/ Stephen Griffiths

 

 

  

 

print name: Stephen Griffiths

In the presence of:

 

Witness signature:

  

 

 

Witness sign here: /s/ Deborah Davel

 

Witness name:

  

 

print name: Deborah Davel

 

Witness address:

  

 

108 Margaret Mncadi Ave

    Durban
    4001
    South Africa
     

 

Witness occupation:

  

 

CA (SA)

 

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