Letter Agreement dated July 14, 2020 among Dorian LPG Finance LLC, as borrower, the Company, as facility guarantor, certain wholly-owned subsidiaries of the Company as upstream guarantors, ABN AMRO Capital USA LLC, as administrative agent, security agent and lender, and Citibank N.A., London Branch, The Export-Import Bank of Korea, ING Bank N.V., London Branch, Crdit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (PUBL), as lenders
Exhibit 10.1
Execution Version
July 14, 2020
To: DORIAN LPG FINANCE LLC, as Borrower,
DORIAN LPG LTD., as Facility Guarantor,
and
The UPSTREAM GUARANTORS named below
Amended and restated facility agreement dated April 29, 2020 (the “Facility Agreement”) made among (i) Dorian LPG Finance LLC as borrower, (ii) the entities listed in Schedule 1 (The original parties) Part B thereto as owners and upstream guarantors, (iii) Dorian LPG Ltd., as facility guarantor, (iv) ABN AMRO Capital USA LLC, Citibank N.A., London Branch, ING Bank N.V., London Branch, Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ), as bookrunners, (v) ABN AMRO Capital USA LLC and ING Bank N.V., London Branch, as joint syndication agents, (vi) ABN AMRO Capital USA LLC, Citibank N.A., London Branch, ING Bank N.V., London Branch, Banco Santander, S.A. and the Export-Import Bank of Korea, as mandated lead arrangers, (vii) the banks and financial institutions listed in Schedule 1 (The original parties) Part F thereto, as commercial lenders, (viii) the banks and financial institutions listed in Schedule 1 (The original parties) Part G thereto, as KEXIM lenders, (ix) the Export-Import Bank of Korea, as KEXIM, (x) the banks and financial institutions listed in Schedule 1 (The original parties) Part I thereto, as K-sure lenders, (xi) the banks and financial institutions listed in Schedule 1 (The original parties) Part J thereto, as swap banks, (xii) the banks and financial institutions listed in Schedule 1 (The original parties) Part P thereto, as new facilities lenders, (xiii) ABN AMRO Capital USA LLC, as global coordinator, sustainability coordinator, agent and security agent for and on behalf of the finance parties, (xiv) Citibank N.A., London Branch or any of its holding companies, subsidiaries or affiliates, as ECA coordinator, and (xv) Citibank N.A., London Branch as ECA agent.
Ladies and Gentlemen:
We refer to the Facility Agreement. Words and expressions defined in the Facility Agreement shall, unless otherwise defined herein, have the same meaning when used herein.
We further refer to Clause 28.19 (Arrest of Ship) of the Facility Agreement. We hereby agree to delete Clause 28.19 (Arrest of Ship) from the Facility Agreement in its entirety and replace it with “28.19. Intentionally Omitted” with effect on and from the date hereof.
We further refer to Clause 19.2 (b)(i) (Minimum Liquidity). We hereby agree to amend and restate Clause 19.2(b)(i) (Minimum Liquidity) as follows with effect on and from the date hereof:
“(i) Minimum Liquidity: Notwithstanding the provisions in Clause 25.1(d)(ii) hereof, at all times it maintains Consolidated Liquidity at least equal to the higher of (A) $27,500,000 (as the amount agreed between (x) the Facility Guarantor and (y) the parties whose approval is required for the financial covenants set out in this paragraph (b) of Clause 19.2 (Financial Condition) to become effective) and (B) 5% of consolidated interest bearing debt outstanding of the Facility
Guarantor and its Subsidiaries, of which at least $1,000,000 per Mortgaged Ship under this Agreement of such Consolidated Liquidity shall be held in an Earnings Account.”
Other than as set forth in this letter, the provisions of the Facility Agreement and Finance Documents shall remain unchanged and in full force and effect. It is acknowledged and agreed that this letter shall constitute a Finance Document for purposes of the Facility Agreement.
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 the letter.
This letter shall be governed by the laws of the State of New York.
Sincerely,
ABN AMRO CAPITAL USA LLC
As Administrative Agent, Security Agent and Lender
By: | /s/ Maria Fahey |
| By: | /s/ Amit Wynalda |
Name: | Maria Fahey | | Name: | Amit Wynalda |
Title: | Director | | Title: | Executive Director |
CITIBANK N.A., LONDON BRANCH
As Lender
By: | /s/ Meghan O’Connor |
| By: | |
Name: | Meghan O’Connor | | Name: | |
Title: | Vice President | | Title: | |
THE EXPORT-IMPORT BANK OF KOREA
As Lender
By: | /s/ Sang-jin. Ju |
| By: | |
Name: | Sang-jin. Ju | | Name: | |
Title: | Director General | | Title: | |
ING BANK N.V., LONDON BRANCH
As Lender
By: | /s/ Stephen Fewster |
| By: | /s/ Adam Byrne |
Name: | Stephen Fewster | | Name: | Adam Byrne |
Title: | Managing Director, Global Head of Shipping | | Title: | Managing Director |
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
As Lender
By: | /s/ Alexander Foley |
| By: | /s/ Georgios Gkanasoulis |
Name: | Alexander Foley | | Name: | Georgios Gkanasoulis |
Title: | Senior Associate | | Title: | Director |
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
As Lender
By: | /s/ Arne Juell-Skielse |
| By: | /s/ Olof Kajerdt |
Name: | Arne Juell-Skielse | | Name: | Olof Kajerdt |
Title: | Head of Shipping & Offshore Coverage Swedem | | Title: | Head of Legal Department |
Accepted and agreed by:
DORIAN LPG FINANCE LLC
As Borrower
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
COMET LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN SHANGHAI LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN HOUSTON LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN SAO PAULO LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
CONSTELLATION LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN ULSAN LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN AMSTERDAM LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN MONACO LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN BARCELONA LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN TOKYO LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN GENEVA LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN CAPE TOWN LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
COMMANDER LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN EXPLORER LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN EXPORTER LPG TRANSPORT LLC
As Upstream Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | President | | | |
DORIAN LPG LTD.
As Facility Guarantor
By: | /s/ Theodore Young |
| | |
Name: | Theodore Young | | | |
Title: | Chief Financial Officer | | | |
