Attached files
| file | filename |
|---|---|
| 10-K - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_10k.htm |
| EX-32.2 - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_ex32-2.htm |
| EX-31.1 - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_ex31-1.htm |
| EX-32.1 - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_ex32-1.htm |
| EX-14.1 - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_ex14-1.htm |
| EX-31.2 - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_ex31-2.htm |
| EX-10.41 - III TO I MARITIME PARTNERS CAYMAN I LP | v178943_ex10-41.htm |
Addendum
No. 8 to the
Share
Transfer Agreement signed in February 2009
between
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1.
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Reederei
Hartmann GmbH & Co. KG,
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with
registered office at Neue Strasse 24 – 26789 Leer, Germany,
(hereinafter
referred to as “Hartmann”)
And
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2.
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Suresh
Capital Maritime Partners German
GmbH
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with
registered office at Garrelsstraβe 14, 26789 Leer Germany,
(hereinafter “SCMP”)
WHEREAS
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A.
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Hartmann
and SCMP entered into the Share Transfer Agreement signed in February 2009
(as from time to time supplemented or amended the “Agreement”) to set out
their mutual rights and liabilities in respect of a placement guarantee
provided by Hartmann in respect of the share capital payable by SCMP for 9
single purpose companies; and
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B.
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The
Parties wish to alter said Agreement to reflect changes in the overall
situation since occurred;
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THE
PARTIES NOW AGREE AS FOLLOWS
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1.
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In
case the SCMP Share in ATL Offshore GmbH & Co. “Isle of Baltrum” KG
has been assigned to and in favour of Hartmann pursuant to Clause 4.1 of
the Agreement, Hartmann hereby re-assigns to and in favour of SCMP the
Transferred SCMP Shares in ATL Offshore GmbH & Co. “Isle of Baltrum”
KG with immediate effect. SCMP hereby accepts such
re-assignment.
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Page
1
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2.
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Cl.
1.2 shall be deleted and replaced as
follows:
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“1.2
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In
order to secure that the funds collected by SCMP shall be used solely for
the capitalization of the SPVs, such collected funds shall be credited to
an escrow account of the lawyers Ahlers & Vogel in Hamburg,
Germany. Ahlers & Vogel are hereby irrevocably instructed
to release amounts from the escrow account upon receipt of a written
demand by ATL stating that a payment of Agreed Equity payment is due
hereunder and nominating the SPV and the relevant bank account payment is
to be made to.
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In
case of there being only partial funds available at the time of a funding
demand, Ahlers & Vogel are irrevocably instructed to make payment of
all and any funds available at the payment date, informing both SCMP and
Hartmann about the amount actually
paid.”
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3.
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Cl.
3.1 shall be deleted and replaced as
follows:
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“3.1
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SCMP
hereby accept that any dividends that may be declared and be paid or
become due to be paid to SCMP as a limited partner or any interest accrued
in accordance with cl. 1.3 shall be used by SCMP as
follows:
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3.1.1.
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Dividends
and/or interest paid or declared in respect of any SPVs for which Hartmann
contributed equity in accordance with cl. 4 hereof and has entered into a
loan agreement with SCMP in this respect shall be paid to Hartmann in
repayment of such loan until such loan has been fully
repaid;
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3.1.2.
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any
other dividends and/or interest are to be paid exclusively to the escrow
account until full share capitalization of the SCMP Share has been
effected by payment of either SCMP or by Hartmann according to this
Agreement.”
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Page
2
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4.
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Cl.
3.2 shall be supplemented by the following
provision:
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“However,
the parties acknowledge that there will be no distribution of dividends for any
of the SPVs at the SCMP Equity payment dates for SPV LANGEOOG, SPV AMRUM and SPV
WANGEROOGE and therefore waive the requirement to establish share distribution
accounts as set out above in respect of the relevant SCMP Equity Payment
Dates.”
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5.
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Cl.
4 of the Agreement shall be deleted in its entirety and replaced as
follows:
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“4.1
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If
and insofar as SCMP does not pay the SCMP Share on the SCMP Equity Payment
date and Hartmann therefore makes a contribution to the equity under the
terms and conditions of the Corporate Guarantee or otherwise, SCMP shall
enter into a separate loan agreement for each Vessel with Hartmann
regulating the repayment and securing of funds so provided by
Hartmann.
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4.2
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SCMP
warrants that it will not until the earlier of (i) payment of it’s equity
by itself or (ii) re-payment of the individual loans as set out in cl. 4.1
above allow the rights deriving from its participation as limited partner
in the SPVs to be attached pledged or in any way encumbered or
assigned.”
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Page
3
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6
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All
other terms and conditions of the Agreement to remain
unchanged. Words in Capitals in the Addendum shall have the
same meaning as in Agreement unless otherwise defined
herein.
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Leer,
this 10 day of February, 2010
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/s/ Dr. Niels Hartmann
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/s/ Jason Morton
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Reederei
Hartmann GmbH & Co. KG
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Suresh
Capital Maritime Partners
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Name:
Dr. Niels Hartmann
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German
GmbH
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Title:
Managing Director
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Name: Jason
Morton/Darrel Cain
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Title: Managing
Director
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/s/ Dr. Niels Hartmann
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/s/ Dr. Niels Roggemann
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UOS
United Offshore Support GmbH
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Hartmann
Offshore GmbH & Co.
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&
Co. KG
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KG
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Name:
Dr. Niels Hartmann
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Name: Niels
Roggemann
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Title:
Managing Director
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Title: Managing
Director
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/s/ Dr. Niels Hartmann
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ATL
Offshore GmbH for and on
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Acknowledged
by
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behalf
of the SPV’s
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Ahlers
& Vogel
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Name:
Dr. Niels Hartmann
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Dr.
Jan Erik Potschke
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Title:
Managing Director
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4