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Rushmore Shipping Loan Agreement

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Date: as of December 31, 2009



RUSHMORE SHIPPING LLC

as Owner



BEEKMAN SHIPPING CORP.

as Charterer



and



TBS INTERNATIONAL LIMITED

as Guarantor



_______________________________________________________



THIRD AMENDATORY AGREEMENT

______________________________________________________



Amending and Supplementing the Bareboat Charter Party dated as of January 24, 2007, as amended and supplemented by the First Amendatory Agreement thereto dated as of March 26, 2009 and by the Second Amendatory Agreement thereto dated as of April 16, 2009, in respect of the Panamanian registered and Philippine bareboat registered LAGUNA BELLE
















THIRD AMENDATORY AGREEMENT dated as of December 31, 2009 (this " Agreement ")



AMONG



(1) RUSHMORE SHIPPING LLC, a Marshall Islands limited liability company, as Owner (the " Owner ");




(2) BEEKMAN SHIPPING CORP., a Marshall Islands corporation, as bareboat Charterer (the " Charterer "); and




(3) TBS INTERNATIONAL LIMITED, a Bermuda company, as guarantor (the " Guarantor ");




WITNESSETH THAT:



WHEREAS , the Owner, the Charterer and the Guarantor are parties to a bareboat charter party dated as of January 24, 2007, as amended and supplemented by the First Amendatory Agreement thereto dated as of March 26, 2009 and by the Second Amendatory Agreement thereto dated as of April 16, 2009 (as so amended and supplemented, the " Charter ").



WHEREAS , the obligations of the Charterer under the Charter are guaranteed by the Guarantor pursuant to Clause 53 of the Charter.



WHEREAS, the waivers granted pursuant to Clause 2.3 of the First Amendatory Agreement in respect of Clause 35(3)(a) of the Charter will expire as of 12:01 am on January 1, 2010 (the " Specified Charterparty Event of Default ").



WHEREAS , upon the terms and conditions stated herein, the parties hereto have agreed to:



(a) amend certain provisions of the Charter; and


(b) extend the temporary waiver of compliance by the Guarantor with the requirements of Clauses 35(3)(a) of the Charter during the Waiver Period.


NOW, THEREFORE , in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:



1 DEFINITIONS


1.1 Defined terms. Capitalized terms used but not defined herein shall have the meaning assigned such terms in the Charter. In addition:




" Waiver Period " means the period commencing on the date hereof and ending on the earliest to occur of (a) April 1, 2010 at 12:00 a.m. Eastern Time and (b) the occurrence after the commencement of the Waiver Period of any Charterparty Event of Default (other than the Specified Charterparty Event of Default) including, without limitation, any failure to comply with the provisions of this Third Amendatory Agreement.



2 AMENDMENTS TO THE CHARTER




2.1 Amendments. The parties hereto agree to amend the Charter as follows with effect on and from the date hereof:


(a) Clause 31(1) is amended and restated to read as follows:


"(1) The Charterer shall pay to the Owner for the hire of the Vessel monthly Charter Hire in United States currency, at the rates set forth below, commencing on and from the Delivery Date. Hire to continue until the date and hour when the Vessel is redelivered by the Charterer:



(a) Months 1 ? 24: $10,500.00 per day Charter Hire



(b) Months 25 ? 36: $10,000.00 per day Charter Hire



(c) Months 36 ? 47: $8,041.01 per day Charter Hire



(d) Months 48 ? 59: $7,908.64 per day Charter Hire



(e) Months 60 ? 71: $7,826.72 per day Charter Hire

(f) Months 72 ? 84: $7,747.53 per day Charter Hire"



(b) Clause 35(3) is amended and restated to read as follows:


"(3) For the duration of the Charter Period, and until all Charter Party Obligations have been fulfilled and satisfied, the Guarantor covenants:


(a) to be in compliance with:

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