EX-4.18 10 brhc10049545_ex4-18.htm EXHIBIT 4.18

Exhibit 4.18

SUPPLEMENTAL AGREEMENT
 
To:
PAROSEA SHIPPING CO.
BLUESEA SHIPPING CO.
MINOANSEA MARITIME CO.
EPANASTASEA MARITIME CO.
each of
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro, MH96960
Republic of the Marshall Islands

(as joint and several Borrowers)

Cc:
UNITED MARITIME CORPORATION
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro, MH96960
Republic of the Marshall Islands

(as Guarantor and as Shareholder)

26 October 2022
Dear Sirs,
 
Facility agreement dated 8 August 2022 and entered into between, among others, (i) the Borrowers, (ii) the Guarantor, (iii) the Lenders, (iv) Kroll Agency Services Limited as Facility Agent and (iv) Kroll Trustee Services Limited as Security Agent in respect of a loan facility of up to US$63,600,000 (the “Facility Agreement”)

Words and expressions defined in the Facility Agreement shall have the same meaning when used in this letter unless the context requires or unless otherwise defined in this letter.
 
We refer to:
 
(a)
the Facility Agreement, of which an amount of US$63,600,000 is outstanding by way of principal as at the date hereof; and
 
(b)
the agreement of the Lenders to amend Part B of Schedule 1 of the Facility Agreement.
 
1
Agreement. The Finance Parties agree to the amendment of Part B of Schedule 1 of the Facility Agreement as per the terms of this letter and subject to the conditions set out in paragraph 5 below.
 
2
Amendment to the Facility Agreement. In consideration of the agreement of the Finance Parties referred to in paragraph 1 of this letter and from the date on which the Facility Agent (acting on the instructions of the Majority Lenders) notifies the Borrowers and the other Finance Parties in writing of the satisfaction of the conditions referred to in paragraph 5 below (the “CP Confirmation Date”), effective as of the date of the Facility Agreement, the Facility Agreement shall be, and shall be deemed by this letter to have been, amended as follows:
 

(a)
by deleting Part B of Schedule 1 in its entirety and replacing it with Schedule 1 of this letter; and
 
(b)
by construing all references in the Facility Agreement to “this Agreement”, “hereunder” and other like expressions as references to the Facility Agreement as amended and supplemented by this letter.
 
3
Amendments to Finance Documents.  Effective as of the date of the Facility Agreement upon the CP Confirmation Date, each of the Finance Documents (other than the Facility Agreement) shall be, and shall be deemed by this letter to have been, amended as follows:
 
(a)
the definition of, and references throughout each of the Finance Documents, 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 supplemented by this letter; and
 
(b)
by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this letter.
 
4
Facility Agreement and Finance Documents.  The Borrowers and each other Transaction Obligor agree with the Finance Parties that all other provisions of the Facility Agreement and the Finance Documents to which that Transaction Obligor is a party shall remain in full force and effect.
 
5
Conditions. The CP Confirmation Date shall occur on the date on which the Facility Agent has received (or on the instructions of the Majority Lenders, waived receipt of) all of the following documents in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders):
 
(a)
a duly executed original of this letter duly signed by the Facility Agent and each Transaction Obligor;
 
(b)
documentary evidence that the agent for service of process named in clause 48.2 (service of process) of the Facility Agreement has accepted its appointment for service of process under this letter;
 
(c)
a copy of any other Authorisation or other document, opinion or assurance which the Facility Agent (acting on the instructions of the Majority Lenders) reasonably considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and performance of the transactions contemplated by this letter or for the validity and enforceability of any Finance Document as amended and supplemented by this letter; and
 
(d)
evidence that the fees, costs and expenses then due from the Borrowers pursuant to paragraph 7 below have been paid or will be paid by the CP Confirmation Date.
 
6
Further assurance. Clause 22.25 (further assurance) of the Facility Agreement applies to this letter as if it were expressly incorporated in it with any necessary modifications.
 
7
Expenses. The provisions of clause 15 (costs and expenses) of the Facility Agreement apply to this letter as if it were expressly incorporated in it with any necessary modifications.
 
8
Notices.  Clause 38 (notices) of the Facility Agreement applies to this letter as if it were expressly incorporated in it with any necessary modifications.
 
9
Counterparts. This letter 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 letter.
 
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10
Designation of Finance Document. This letter is a Finance Document.
 
11
Governing Law.  This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and clauses 47 (governing law) and 48 (enforcement) of the Facility Agreement apply to this letter as if they were expressly incorporated in it with any necessary modifications.
 
Please confirm your acceptance to the foregoing terms and conditions by signing the acknowledgment and acceptance at the foot of this letter.
 
Yours faithfully
 
FACILITY AGENT




/s/ Kelina Kantzou  
SIGNED by

for and on behalf of

KROLL AGENCY SERVICES LIMITED

 
SECURITY AGENT




/s/ Kelina Kantzou  
SIGNED by

for and on behalf of

KROLL TRUSTEE SERVICES LIMITED


 
LENDERS
 

 

/s/ Vasiliki Emiri    
SIGNED by
 
for and on behalf of
 
BLUE OCEAN ONSHORE FUND LP

By: Blue Ocean GP LLC

as its General Partner




/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BLUE OCEAN 1839 FUND LP

By: Blue Ocean GP LLC

as its General Partner


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/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BLUE OCEAN INCOME FUND LP

By: Blue Ocean GP LLC

as its General Partner

   
               
/s/ Vasiliki Emiri    
SIGNED by
 
for and on behalf of

ENTRUST GLOBAL ICAV

for and on behalf of

BLUE OCEAN FUND

By: EnTrust Global Partners Offshore LP

as its Investment Advisor




/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BLUE OCEAN INVESTMENTS SPC

for and on behalf of

SEGREGATED PORTFOLIO ONE

By: EnTrust Global Partners Offshore LP

as its Investment Advisor

 

/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BLUE OCEAN INCOME FUND II LP

By: Blue Ocean GP LLC

as its General Partner

 
 
/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BLUE OCEAN OFFSHORE MASTER

FUND I LLC

By: EnTrust Global Partners Offshore LP

as its Investment Advisor


4


/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BLUE OCEAN IDF SERIES OF THE SALI

MULTI-SERIES FUND, L.P.

By: EnTrust Global Partners Offshore LP

as its Investment Subadvisor

 
 
/s/ Vasiliki Emiri  
SIGNED by

for and on behalf of

BO FR SPV I LP

By: EnTrust Global Ltd.

as its Investment Manager


5

Acknowledgment and acceptance
 
1
We acknowledge receipt of the above letter and confirm our agreement to its terms on this 26 October 2022.
 
2
We represent and warrant to the Finance Parties on the date of this acknowledgment and acceptance and on the CP Confirmation Date that:
 
(a)
the representations and warranties contained in clause 18 (representations) of the Facility Agreement in respect of the Borrowers and the Guarantor are true and correct on the date of the above letter as if all references in such clause to “this Agreement” or “this Deed” were references to the Facility Agreement as supplemented by the above letter;
 
(b)
our obligations expressed to be assumed by us in the above letter are legal, valid, binding and enforceable obligations; and
 
(c)
we agree that the Finance Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of each Transaction Obligor under the Facility Agreement and the other Finance Documents (each as amended and supplemented by the above letter).
 

/s/ Stavros Gyftakis  
/s/ Theodora Mitropetrou  
Name:
Name:
Title:
Title:
For and on behalf of
For and on behalf of
PAROSEA SHIPPING CO.
UNITED MARITIME CORPORATION
 as Borrower
as Guarantor



/s/ Stavros Gyftakis

 /s/ Theodora Mitropetrou
Name:
Name:
Title:
Title:
For and on behalf of
For and on behalf of
BLUESEA SHIPPING CO.
UNITED MARITIME CORPORATION
as Borrower
as Shareholder


    
/s/ Stavros Gyftakis  
Name:
 
Title:

For and on behalf of
MINOANSEA MARITIME CO.

as Borrower




/s/ Stavros Gyftakis  
Name
Title:

For and on behalf of

EPANASTASEA MARITIME CO.

as Borrower


6

SCHEDULE 1
 
PART B
 
THE ORIGINAL LENDERS
 
Name of Original Lender
Commitment
Address for Communication
     
Blue Ocean Onshore Fund LP
$27,048,528
Blue Ocean Onshore Fund LP
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152
 
Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux
     
Blue Ocean 1839 Fund LP
$13,996,303
Blue Ocean 1839 Fund LP
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152
 
Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux
     
Blue Ocean Income Fund LP
$7,767,560
Blue Ocean Income Fund LP
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152
 
Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux

   
EnTrust Global ICAV, for and on behalf of Blue Ocean Fund
$5,377,810
EnTrust Global ICAV
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152

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Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux
     
Blue Ocean Investments SPC, for and on behalf of Segregated Portfolio One
 
 
 
 
 
Blue Ocean Income Fund II LP
 
 
 
 
 
 
Blue Ocean Offshore Master Fund I LLC
$1,602,983
 
 
 
 
 
 
$2,700,260
 
 
 
 
 
 
$623,760
Blue Ocean Investments SPC
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152
 
Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux
 
Blue Ocean Income Fund II LP
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152
 
Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux
 
Blue Ocean Offshore Master Fund I LLC
c/o EnTrust Global Partners Offshore LP
375 Park Avenue
New York, NY 10152
 
Email: sengh@entrustglobal.com /odonnerstein@entrustglobal.com/ mlux@entrustglobal.com
Attention: Svein Engh / Omer Donnerstein / Matthew Lux


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