DORIAN LPG LTD.
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(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
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001-36437
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66-0818228
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS employer identification no.)
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c/o Dorian LPG (USA) LLC, 27 Signal Road, Stamford, Connecticut
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06902
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(Address of principal executive offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit Number
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Description
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10.1
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Amendment No. 2 dated May 31, 2017 to the facility agreement originally dated March 23, 2015, as amended, by and 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, Citibank N.A., London Branch, ING Bank N.V., London Branch, and DVB Bank SE, as bookrunners, and
the lenders party to the agreement.
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99.1
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Press Release dated June 1, 2017.
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Dated: June 1, 2017
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DORIAN LPG LTD.
(registrant)
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By:
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/s/ Theodore B. Young
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Theodore B. Young
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Chief Financial Officer
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Private & Confidential
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EXECUTION VERSION
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Dated May 31, 2017
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DORIAN LPG FINANCE LLC
as Borrower
THE ENTITIES
listed in Schedule 1, Part B
as Upstream Guarantors
DORIAN LPG LTD.
as Facility Guarantor
ABN AMRO CAPITAL USA LLC
CITIBANK N.A., LONDON BRANCH
and
THE OTHER BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part D
as Bookrunners
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part E
as Mandated Lead Arrangers
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part F
as Commercial Lenders
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part G
as KEXIM Lenders
THE EXPORT-IMPORT BANK OF KOREA
as KEXIM
THE BANKS AND FINANCIAL INSTITUTIONS
listed in Schedule 1, Part I
as K-sure Lenders
THE BANKS AND FINANCIAL INSTITUTIONS
Listed in Schedule 1, Part J
as Swap Banks
ABN AMRO CAPITAL USA LLC
as Global Coordinator, Administrative Agent and Security Agent
CITIBANK N.A., LONDON BRANCH
or any of its holding companies, subsidiaries or affiliates
as ECA coordinator
CITIBANK N.A., LONDON BRANCH
as ECA Agent
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AMENDMENT NO. 2 TO FACILITY AGREEMENT
for a Loan of (originally) up to $758,105,296 |
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1. |
DEFINITIONS
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1.1 |
Wherever used in this Amendment, unless the context requires otherwise: (i) terms defined in the recitals hereto shall have the meanings assigned to them in such recitals and (ii) Clause 1 (
Definitions and
Interpretation
) of the Original Facility Agreement shall apply herein,
mutatis mutandis
, as if set out in this Amendment in full.
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1.2 |
The Finance Parties and the Obligors designate this Amendment as a Finance Document.
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2. |
AMENDATORY PROVISIONS
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2.1 |
From and after the Effective Date (as defined in Clause 3.1), all references in the Original Facility Agreement to "this Agreement" (or words or phrases of a similar meaning) shall be deemed to be references to the Original Facility Agreement as amended by this Amendment unless the context otherwise specifically requires.
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2.2 |
In Clause 1.1 (
Definitions
) of the Original Facility Agreement, the following definition shall be inserted:
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2.3 |
In Clause 1.1 (
Definitions
) of the Original Facility Agreement, the following definition shall be inserted:
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2.4 |
In Clause 1.1 (
Definitions
) of the Original Facility Agreement, the definition of "Minimum Earnings Account Balance" shall be deleted and replaced in its entirety by the following:
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2.5 |
In Clause 1.1 (
Definitions
) of the Original Facility Agreement, the definition shall of "Minimum Value" shall be deleted and replaced in its entirety by the following:
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2.6 |
In Clause 1.1 (
Definitions
) of the Original Facility Agreement, the definition of "Liquidity Reserve Required Balance" shall be deleted.
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2.7 |
In Clause 1.1 (
Definitions
) of the Original Facility Agreement, the last sentence of the definition of "Security Value" shall be deleted and replaced by the following sentence:
For the avoidance of doubt, the Minimum Earnings Account Balance shall not be taken into account when calculating Security Value. |
2.8 |
In Clause 17.17 (Security and Financial Indebtedness) of the Original Facility Agreement, the following words shall be added after the words "RBS Facility Agreement": "or an Approved Debt Refinancing".
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2.9 |
In Clause 19.1 of the Original Facility Agreement (
Financial Definitions
), part (b) of the definition of "Consolidated EBITDA" shall be deleted and replaced in its entirety by the following:
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(b) |
minus
, to the extent added in computing the consolidated net income of the Facility Guarantor for that accounting period, (i) any non-cash gains, (ii) any extraordinary gains on asset sales not incurred in the ordinary course of business, (iii) the effect of the termination of the interest rate swaps executed on November 2, 2016 and (iv) all fees and expenses incurred in connection with Amendment No. 2 to this Agreement including any fees set forth therein.
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2.10 |
In Clause 19.1 of the Original Facility Agreement (
Financial Definitions
), the definition of "Consolidated Liquidity" shall be deleted and replaced in its entirety by the following:
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2.11 |
In Clause 19.1 of the Original Facility Agreement (
Financial Definitions
), the definition of "Current Liabilities" shall be deleted and replaced in its entirety by the following:
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2.12 |
Clause 19.2(a) of the Original Facility Agreement shall be deleted and replaced in its entirety by the following:
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2.13 |
Clause 19.2(c) of the Original Facility Agreement shall be deleted and replaced in its entirety by the following:
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2.14 |
In Clause 20 (
General Undertakings
), the following new Clause 20.15 shall be inserted:
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2.15 |
In Clause 20 (
General Undertakings
), the following new Clause 20.16 shall be inserted:
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2.16 |
Clause 25.1(e) (
Earnings Account
) shall be amended to (a) delete sub-clause (iv), (b) delete the word "and" at the end of sub-clause (iii) and add it to the end of sub-clause (ii), and (c) replace the semi-colon at the end of sub-clause (iii) with a period.
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2.17 |
In Schedule 3 (
Conditions Precedent
), Part 2 (
Conditions precedent to each Utilization Date
), the last sentence of Item 7 (
Establishment of Accounts
) shall be deleted.
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2.18 |
In Schedule 9 (
Compliance Certificate
), Item 2(a) shall be deleted in its entirety and replaced by the following:
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3. |
CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
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3.1 |
This Amendment shall not be effective unless and until the date the Administrative Agent, or its duly authorized representative, shall have received all of the documents and other evidence listed in
Schedule 1
hereto (
Conditions Precedent to Effectiveness of Amendment No. 2
) (other than those set forth in Clause 3(b) of such Schedule), in form and substance satisfactory to the Administrative Agent and at such time, this Amendment shall be deemed effective as of May 31, 2017 (the
"Effective Date"
).
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4. |
SATISFACTION OF DELIVERY OF CONSOLIDATED BUDGET AND RELEASE OF $26,800,000 FOR THE PURPOSE OF PREPAYING THE LOAN
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4.1 |
By their execution hereof, each of the Lenders and the K-sure Lenders: (a) confirm that the requirement to submit a consolidated budget pursuant to Clause 18.1(a)(iv) of the Facility Agreement has been fulfilled for the fiscal year ending March 31, 2018 by virtue of the delivery of the cash forecast previously provided by the Borrower pursuant to the request for this Amendment; and (b) agree to the release of $26,800,000 from the Earnings Account of the Borrower to an account designated by the Administrative Agent,
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5. |
NO FURTHER CHANGES
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5.1 |
Except as provided herein, all the remaining provisions of the Original Facility Agreement shall remain unchanged, valid and binding on all the parties thereto.
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6. |
REPRESENTATIONS AND WARRANTIES
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6.1 |
The representations and warranties made in Clause 17 (
Representations
) of the Original Facility Agreement shall be deemed repeated as of the date hereof.
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6.2 |
The amount of $26,800,000 to be released from the Earnings Account of the Borrower within a reasonable time after the Effective Date shall be paid into an account designated by the Administrative Agent and shall be used solely to (i) prepay the Loan (including accrued interest), with such prepayments to be applied in order of maturity, and (ii) pay the KEXIM Prepayment Fee.
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7. |
EXISTING SECURITY
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7.1 |
shall continue to secure all liabilities which are expressed to be secured by them; and
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7.2 |
shall continue in full force and effect in all respects.
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8. |
FURTHER ASSURANCE
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8.1 |
Each Obligor shall, at the reasonable request of the Administrative Agent and at its own expense, do all such acts and things necessary or advisable to give effect to the amendments made or to be made pursuant to this Amendment.
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9. |
GOVERNING LAW
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9.1 |
The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement.
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10. |
SUBMISSION TO JURISDICTION; WAIVERS
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10.1 |
Any legal action or proceeding with respect to this Amendment shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Amendment, each of the Obligors executing this Amendment hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Amendment shall limit the right of the Finance Parties to commence any proceeding in the federal or state courts of any other jurisdiction to the extent a Finance Party determines that such action is necessary or appropriate to exercise its rights or remedies under this Amendment. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.
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By:
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/s/ Rajbir Talwar
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By:
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/s/ Urvashi Zutshi
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Name:
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Rajbir Talwar
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Name:
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Urvashi Zutshi
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Title:
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Director
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Title:
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Managing Director
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By:
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/s/ J.C. Lommers
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By:
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/s/ K.H. Tieleman
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Name:
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J.C. Lommers
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Name:
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K.H. Tieleman
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Title:
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Director
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Title:
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By:
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/s/ Meghan O'Connor
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By:
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Name:
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Meghan O'Connor
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Name:
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Title:
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Vice President
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Title:
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By:
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/s/ Meghan O'Connor
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By:
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Name:
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Meghan O'Connor
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Name:
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Title:
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Vice President
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Title:
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By:
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/s/ Szo Hyz Lim
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By:
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Name:
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Szo Hyz Lim
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Name:
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Title:
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Senior Loan Officer
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Title:
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By:
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/
s/ Summer Farris
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By:
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/s/ Moses Lin
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Name:
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Summer Farris
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Name:
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Moses Lin
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Title:
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Director
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Title:
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Director
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By:
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/s/ Adam Byrne
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By:
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/s/ Graham Wallden
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Name:
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Adam Byrne
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Name:
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Graham Wallden
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Title:
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Managing Director
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Title:
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Authorized Signatory
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By:
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/
s/ Nikolaos Chontzopoulos
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By:
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/s/ Dimitrios Tzavaras
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Name:
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Nikolaos Chontzopoulos
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Name:
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Dimitrios Tzavaras
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Title:
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Senior Vice President
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Title:
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Vice President
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By:
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/s/ Lauren Wilks
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By:
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Name:
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Lauren Wilks
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Name:
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Title:
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Associate Director
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Title:
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By:
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/s/ Edward Hui
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By:
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/s/ Ken Cheng
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Name:
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Edward Hui
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Name:
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Ken Cheng
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Title:
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Director
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Title:
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Assistant Vice President
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Structured Trade & Export Finance
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Structured Trade & Export Finance
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Hong Kong
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Hong Kong
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By:
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/s/ Ilko Jantschev
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By:
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/s/ Steffen Philipp
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Name:
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Ilko Jantschev
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Name:
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Steffen Philipp
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Title:
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VP
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Title:
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Vice President
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By:
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/s/ Payal Sheth
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By:
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/s/ Puiki Lok
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Name:
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Payal Sheth
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Name:
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Puiki Lok
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Title:
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Vice President
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Title:
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Vice President
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By:
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/s/ Jose Luis Diaz Cassou
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By:
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/s/ Remedios Cantalapiedr
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Name:
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Jose Luis Diaz Cassou
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Name:
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Remedios Cantalapiedr
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Title:
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E-D
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Title:
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V-P
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